Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | LIVE CURRENT MEDIA, INC. | ||
Entity Central Index Key | 0001108630 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Type | 10-K | ||
Entity Common Stock, Shares Outstanding | 35,559,027 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 2,339,157 | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Interactive Data Current | Yes | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-29929 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 88-0346310 | ||
Entity Address, Address Line One | 50 West Liberty Street, Suite 880 | ||
Entity Address, City or Town | Reno | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89501 | ||
City Area Code | 604 | ||
Local Phone Number | 648-0500 | ||
Auditor Name | DALE MATHESON CARR-HILTON LABONTE LLP | ||
Auditor Location | Vancouver, Canada | ||
Auditor Firm ID | 1173 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 668,469 | $ 176,511 |
Prepaid Expenses | 12,710 | 0 |
Total Current Assets | 681,179 | 176,511 |
Non-current assets | ||
Intangible assets | 6,663 | 105,417 |
Development of Computer Software | 0 | 128,268 |
Equity investment | 52,054 | 398,308 |
Total Assets | 739,896 | 808,504 |
Current liabilities | ||
Accounts payable | 115,020 | 116,724 |
Other payable | 0 | 17,849 |
Total Liabilities | 115,020 | 134,573 |
Stockholders' equity | ||
Capital stock Authorized: 500,000,000 common shares, par value $0.001 per share Issued and outstanding as of December 31, 2021 and December 31, 2020: 34,837,625 common shares | 34,838 | 34,838 |
Additional paid in capital | 18,478,295 | 18,376,735 |
Deficit | (17,888,257) | (17,737,642) |
Total Stockholders Equity | 624,876 | 673,931 |
Total Liabilities and Stockholders Equity | $ 739,896 | $ 808,504 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 34,837,625 | 34,837,625 |
Common Stock, Shares, Outstanding | 34,837,625 | 34,837,625 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses (income) | ||
Impairment of computer software | $ 195,962 | $ 0 |
Domain content and registration | 3,072 | 3,140 |
General and administration | 52,032 | 42,162 |
Interest expense | 0 | 204 |
Management fees | 123,651 | 123,708 |
Marketing | 90,195 | 23,376 |
Professional fees | 79,839 | 60,450 |
Transfer agent and regulatory | 30,201 | 29,229 |
Travel | 2,481 | 0 |
Website Development | 62,302 | 1,506 |
Write-off notes payable | (17,849) | 0 |
Fair value change of equity investment | 346,253 | (47,174) |
Gain on sale of licenses | 0 | (351,134) |
Gain on sale of domain names | (913,246) | (117,466) |
Stock based compensation | 95,722 | 0 |
Income (Loss) from operations | (150,615) | 231,999 |
Net income (loss) before taxes | (150,615) | 231,999 |
Provision for taxes | ||
Current taxes recovered | 0 | 0 |
Net income (loss) for the year | $ (150,615) | $ 231,999 |
Basic and diluted income (loss) per share | $ 0 | $ 0.01 |
Weighted average number of basic common shares outstanding | 34,837,625 | 34,837,625 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance at Dec. 31, 2019 | $ 34,838 | $ 18,370,899 | $ (17,969,641) | $ 436,096 |
Beginning Balance (in shares) at Dec. 31, 2019 | 34,837,625 | |||
Net income | 231,999 | 231,999 | ||
Stock based compensation | 5,836 | 5,836 | ||
Ending Balance at Dec. 31, 2020 | $ 34,838 | 18,376,735 | (17,737,642) | 673,931 |
Ending Balance (in shares) at Dec. 31, 2020 | 34,837,625 | |||
Net income | (150,615) | (150,615) | ||
Stock based compensation | 101,560 | 101,560 | ||
Ending Balance at Dec. 31, 2021 | $ 34,838 | $ 18,478,295 | $ (17,888,257) | $ 624,876 |
Ending Balance (in shares) at Dec. 31, 2021 | 34,837,625 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows used in operating activities | ||
Net income (loss) for the year | $ (150,615) | $ 231,999 |
Prepaid expense | (12,710) | |
Non-cash items | ||
Impairment of computer software | 195,962 | 0 |
Gain on sale of domain names | (913,246) | (117,466) |
Fair value change on equity investment | 346,253 | (47,174) |
Gain on sale of licenses | 0 | (351,134) |
Accrued interest | 0 | 204 |
Stock based compensation | 95,722 | 5,836 |
Changes in non-cash working capital item | ||
Accounts payable and accrued liabilities | (19,552) | 25,684 |
Cash used in operating activities | (458,186) | (252,051) |
Cash flows used in investing activities | ||
Proceeds received for sale of domain name | 1,012,000 | 123,980 |
Website development | (61,856) | (128,268) |
Cash used in investing activities | 950,144 | (4,288) |
Change in cash | 491,958 | (256,339) |
Cash, beginning of year | 176,511 | 432,850 |
Cash, end of year | 668,469 | 176,511 |
Supplemental cash flow information: | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
NATURE AND CONTINUANCE OF OPERA
NATURE AND CONTINUANCE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Nature And Continuance Of Operations [Abstract] | |
NATURE AND CONTINUANCE OF OPERATIONS [Text Block] | 1. NATURE AND CONTINUANCE OF OPERATIONS Live Current Media Inc. (the "Company" or "Live Current") was incorporated under the laws of the State of Nevada on October 10, 1995. The Company's wholly owned principal operating subsidiary, Domain Holdings Inc. ("DHI"), was incorporated under the laws of British Columbia on July 4, 1994 under the name "IMEDIAT Digital Creations Inc.". On April 14, 1999, IMEDIAT Creations, Inc. changed its name to "Communicate.com Inc." and was redomiciled from British Columbia to the jurisdiction of Alberta. On April 5, 2002, Communicate.com Inc. changed its name to Domain Holdings Inc. On March 13, 2008, the Company incorporated a wholly owned subsidiary in the state of Delaware, Perfume.com Inc. (Perfume Inc.) which is a dormant and inactive company. Live Current is a digital technology company involved in the entertainment industry. Currently developing the mobile apps SPRT MTRX and Trivia Matrix, which are positioned in the sports and gaming sectors. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of December 31, 2021, the Company has not achieved profitable operations, has incurred recurring operating losses and further losses are possible. The Company has an accumulated deficit of $17,888,257. The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to further develop its business. To date, the Company has funded operations through the issuance of capital stock and debt. Management plans to continue raising additional funds through equity or debt financings and loans from directors. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The ability of the Company to continue its operations as a going concern is dependent upon its ability to raise sufficient new capital to fund its operating commitments and ongoing losses and ultimately on generating profitable operations. The financial statements do not include any adjustments to be recorded to assets or liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States ("US GAAP'), and pursuant to the rules and regulations of the United States Security and Exchange Commission ("SEC"), and are expressed in United States dollars. Basis of Presentation These consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances have been eliminated on consolidation. Development Costs The Company has adopted the provisions of ASC 985-20-25, Costs of Software to Be Sold, Leased or Marketed, whereby costs incurred to establish the technological feasibility of a computer software product to be sold, leased or marketed are research and development coasts. Those costs are expressed as incurred; costs of producing product masters incurred subsequent to establishing technological feasibility are capitalized; and costs incurred when the product is available for general release to the customers are expensed as incurred. Upgrades and enhancements are capitalized if they result in added functionality which enables the software to preform tasks it was previously incapable of performing. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. Examples of key estimates in these financial statements include the valuation of deferred tax assets, estimated variable consideration on the sale of license, fair value of stock-based compensation and valuation of intangible assets. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and cash equivalents All highly liquid investments, with an original term to maturity of three months or less are classified as cash and cash equivalents. Cash and cash equivalents are are recorded at fair value. Intangible Assets not subject to amortization Intangible assets not subject to amortization consist of direct navigation domain names. While the domain names are renewed annually, through payment of a renewal fee to the applicable registry, the Company has the exclusive right to renew these names at its option. The Company has determined that there are currently no legal, regulatory, contractual, economic or other factors that limit the useful life of these domain names on an aggregate basis and accordingly treat the portfolio of domain names as indefinite life intangible assets. The Company reviews individual domain names in the portfolio for potential impairment throughout the fiscal year in determining whether a particular URL should be renewed. Impairment is recognized for names that are not renewed. The Company performs an annual assessment of individual domain names in its portfolio to determine whether it is more likely than not that the fair market value of a domain name is less than its carrying amount. When it is determined that the fair value of a domain name is less than it's carrying amount, impairment is recognized. Foreign Currency Translation The Company's functional currency is the US dollar and reporting currency is the United States dollar. The Company translates assets and liabilities to US dollars using year-end exchange rates, stockholders' deficit accounts are translated at historical exchange rates, and translates revenues and expenses using average exchange rates during the period. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the Statement of Operations. Income Recognition The Company recognizes income from the sale of intangible assets when the control of the asset is transferred to the customer at the amount that reflects the consideration it expects to be entitled to in exchange for this performance obligation. In determining the transaction price for the sale of assets, the Company considers the effects of variable consideration. Some contracts for the sale of assets provide the Company future royalty payments based on the sales generated by the purchaser. The Company constrained its estimates to reduce the probability of a significant income reversal in future periods. The Company uses the expected value method to estimate the variable consideration because this method best predicts the amount of variable consideration to which the Company will be entitled. The Company uses historical evidence, current information and forecasts to estimate the variable consideration. The requirements in ASC 606 on constraining estimates of variable consideration are applied to determine the amount of variable consideration that can be included in the transaction price. The estimate is updated at each reporting period date. Income taxes The Company follows the liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the current year. Deferred income tax assets and liabilities are recognized in the current year for temporary differences between the tax and accounting basis of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes. Deferred income tax assets and liabilities are measured using tax rates and laws expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred income tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is "more likely-than-not" that a deferred tax asset will not be realized. Deferred tax assets and deferred tax liabilities, along with any associated valuation allowance, are offset and shown in the consolidated financial statements as a single noncurrent amount when these items arise within the same tax jurisdiction. The Company and its subsidiaries are subject to U.S. federal income tax and Canadian income tax, as well as income tax of multiple state and local jurisdictions. Based on the Company's evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in the Company's financial statements. Stock Based Payments The Company accounts for all stock-based payments and awards under the fair value based method. The Company accounts for the granting of stock options to employees using the fair value method whereby all awards to employees will be measured at fair value on the date of the grant. The fair value of all stock options are expensed over their vesting period with a corresponding increase to additional paid-in capital. Upon exercise of stock options, the consideration paid by the option holder, together with the amount previously recognized in additional paid-in capital is recorded as an increase to share capital. Stock options granted to employees are accounted for as liabilities when they contain conditions or other features that are indexed to other than a market, performance or service condition. Stock-based payments to non-employees are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The fair value of stock-based payments to non-employees is periodically re-measured until the counterparty performance is complete, and any change therein is recognized over the vesting period of the award and in the same manner as if the Company had paid cash instead of paying with or using equity based instruments. The fair value of the stock-based payments to non-employees that are fully vested and non-forfeitable as at the grant date are measured and recognized at that date. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates, the value of the common stock and expected dividend yield of the common stock. Changes in these assumptions can materially affect the fair value estimate. Fair Value of Financial Instruments The estimated fair values for financial instruments are determined based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair value of cash, receivable and accounts payable approximate their carrying value due to the short-term nature of those instruments. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities; Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and Level 3 - Unobservable inputs that are supported by little or no market activity, there for requiring an entity to develop its own assumptions about the assumption that market participants would use in pricing. The Company had no Level 3 assets or liabilities required to be recorded at fair value on a recurring basis in accordance with US GAAP as at December 31, 2021 and 2020. Cash is measured at fair value using level 1 and marketable securities are measured at fair value using level 2. Basic and Diluted Income (Loss) per Share Earnings or loss per share ("EPS") is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) by the weighted-average of all potentially dilutive shares of the common stock that were outstanding during the years presented. The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options and share purchase warrants, which assumes that any proceeds received from the exercise of in-the-money stock options and share purchase warrants, would be used to purchase common shares at the average market price for the period. |
SHARE CAPITAL
SHARE CAPITAL | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHARE CAPITAL [Text Block] | 3. SHARE CAPITAL Authorized The authorized capital of the Company consists of 500,000,000 shares of common stock with a par value of $0.001 per share. No other shares have been authorized |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS [Text Block] | 4. STOCK OPTIONS The Company's Stock Option Plan (the "Plan") provides the grant of 5,000,000 shares of common stock of the Company, subject to increase after March 31, 2019, upon approval by the Company's directors, provided that the total number of shares that may be optioned and sold under the Plan shall at no time be greater than 15% of total number of shares of common stock outstanding, less any options still outstanding under any previous stock option plan. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates, the value of the common stock and expected dividend yield of the common stock. Changes in these assumptions can materially affect the fair value estimates. On January 8, 2021, the board of directors granted 1,600,000 options to its directors and one of its contractors. These stock options vested immediately. The fair value of the options granted calculated to be $95,722. The fair values were determined using the Black-Scholes Option Pricing model with the following assumptions: At January 8, 2021 Expected Life of Options 2 years Risk-Free Interest Rate 0.14% Expected Dividend Yield Nil Expected Stock Price Volatility 118.60% As at December 31, 2021, the Company had 1,800,000 (2020 - 200,000) options outstanding and exercisable with a weighted average exercise price and weighted average life of $.10 and .92 years, respectively. |
EQUITY INVESTMENT AND ROYALTIES
EQUITY INVESTMENT AND ROYALTIES | 12 Months Ended |
Dec. 31, 2020 | |
Equity Investment And Royalties [Abstract] | |
EQUITY INVESTMENT AND ROYALTIES [Text Block] | 5. EQUITY INVESTMENT AND ROYALTIES On March 21, 2019, the Company entered an agreement with Cell MedX Corp/ ("CMXC") to purchase the direct rights to distribute the eBalance device from CMXC. On January 29, 2020 the Company and CMXC entered a Buyback agreement to sell the exclusive distribution rights to the eBalance microcurrent device back to CMXC. The sale price included a retained royalty on future sales of the eBalance device capped at US$507,000 and share purchase warrants for 2,000,000 shares of CMXC of which 1,000,000 are exercisable at $0.50 and 1,000,000 exercisable at $1.00. As of December 31, 2021. The Company's equity investment consists of 2,000,000 share purchase warrants. Each CMXC share purchase warrant is exercisable for a period of three years expiring on January 31, 2023. As of December 31, 2021, the fair value of the equity investment was calculated to be $52,054 (2020 - $398,308) based on the market price of $0.179 (2020 - $0.270) per CMXC common share using a Black Scholes Options Pricing model with the following assumptions. Assumptions: 2021 2020 Risk-free rate (%) .39 0.13 Expected stock price volatility (%) 121.28 182.61 Expected dividend yield (%) 0.00 0.00 Expected life of options (years) 1.08 2.08 The initial recognition of the equity investment in CMXC resulted in a $351,134 gain on sale of distribution license which is equivalent to the fair value of equity investment received. On December 31, 2020 the equity investment was revalued resulting in a cumulative gain of $398,308. The Company constrained the gain to the fair value of the equity instruments received, as at the point of sale future royalty payments were uncertain as Cell MedX had limited sales and had not obtained Health Canada Class II Medical Device License for the eBalance® Device or the 510K certification from the Food and Drug Administration. The company reviewed its estimates at December 31, 2021 and did not include an additional gain from the royalty. During the year ending December 31, 2021, no CMXC warrants were sold and no realized gain or loss from sale of equity investment was realized. The transaction is considered to be a related party transaction as the Company has a common director with Cell MedX and there are beneficial shareholders in common for both Companies. |
PAYABLES
PAYABLES | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable [Abstract] | |
PAYABLES [Text Block] | 6. PAYABLES During the year the Company wrote off notes payable in the amount of $17,849 payable to two former investors. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS [Text Block] | 7. INTANGIBLE ASSETS December 31, 2021 December 31, 2020 Domain names $ 6,663 $ 105,417 $ 6,663 $ 105,417 The Company's portfolio of domain names are considered by management to be indefinite life intangible assets not subject to amortization. Management performs an annual impairment assessment of its domain names; during the year ended December 31, 2021, the Company recorded an impairment charge of $Nil (2020: $Nil). December 31, 2021 December 31, 2020 Computer software development $ 195,962 $ 128,268 Impairment (195,962 ) - $ - $ 128,268 During the year ended December 31, 2021, the Company completed its development of SPRT MTRX and ceased capitalization. The Company did not generate any revenue and the deferred costs were expensed as the Company does not anticipate generating significant revenue in 2022 from the software. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES [Text Block] | 8. INCOME TAXES The Company was subject to United States federal income taxes at an approximate rate of 21%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company's income tax expense as reported is as follows : December 31, 2021 December 31, 2020 Net income (loss) for the year $ (150,615 ) $ 231,999 Statutory rate 21% 21% Expected income tax expense (recovery) (32,000 ) 49,000 Impact of statutory tax rate on earnings of subsidiary 46,000 (2,000 ) Non-taxable earnings (109,000 ) (101,000 ) Change in valuation allowance 95,000 54,000 $ - $ - The significant components of deferred income tax assets at December 31, 2021 and December 31, 2020 are as follows: December 31, 2021 December 31, 2020 Net operating losses $ 1,830,000 $ 1,762,000 Intangible assets 20,000 (7,000 ) 1,850,000 1,755,000 Valuation allowance (1,850,000 ) (1,755,000 ) $ - $ - At December 31, 2021, the Company had approximately $351,000 of non-capital losses carry-forwards in Canada which expire in 2041 and non-capital loss carry-forwards of approximately $8,262,000 that may be carried forward indefinitely, subject to limitations. The potential future tax benefits of these expenses and losses carried-forward have not been reflected in these consolidated financial statements due to the uncertainty regarding their ultimate realization. Tax attributes are subject to review, and potential adjustment by tax authorities. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS [Text Block] | 9. SUBSEQUENT EVENTS On January 20, 2022, the Company signed a plan of merger agreement with Evasyst Inc. of San Diego to complete an RTO with Evasyst emerging as the surviving corporation. The merger is expected to complete before April 30, 2022. On February 15, 2022 the Company completed a private placement offering of Original Issue Discount Senior Convertible Promissory Notes and warrants to purchase shares of the Company’s common stock, pursuant to a securities purchase agreement. For the aggregate purchase price of $1,500,000, the Company issued a Convertible Note having a face value of $1,620,000, and Warrants to purchase a total of 3,573,529 shares of the Company’s common stock. The Company may close a second tranche of the Convertible Notes having a face value of $1,080,000 and Warrants to purchase up to an additional 2,382,353 shares of the Company’s common stock for gross proceeds of $1,000,000. Closing of the second tranche under the Convertible Note Offering is conditional upon completion of the Evasyst Acquisition and certain other conditions precedent. The February 2022 Convertible Notes mature 24 months after issuance, bear interest at a rate of 4% per annum and are convertible into shares of the Company's common stock at an initial conversion price of $0.34 per share, subject to adjustment for certain stock splits, stock combinations and dilutive share issuances. The Company may prepay the February 2022 Convertible Notes (i) at any time during the first 90 days following closing at the face value of the February 2022 Convertible Notes, (ii) at any time during the period from 91 to 180 days following closing at a premium of 110% of the face value of the February 2022 Convertible Notes, and (iii) thereafter at 120% of the face value of the February 2022 Convertible Notes. The February 2022 Convertible Notes contain a number of customary events of default. Additionally, the February 2022 Convertible Notes are secured by all of the assets of the Company, including a lien on and security interest in all of the issued and outstanding equity interests of the wholly-owned subsidiaries of the Company, pursuant to a security agreement that was entered into in connection with the issuance of the February 2022 Convertible Notes. The February 2022 Warrants are exercisable at an initial exercise price of $0.60 per share for a term ending on the 5 year anniversary of the date of issuance. The exercise price of the February 2022 Warrants are subject to adjustment for certain stock splits, stock combinations and dilutive share issuances. On February 18, 2022, the Company issued 221,402 shares as a brokerage fee for the $1.5M Convertible Promissory Note. On February 18, 2022, directors and contractors that held outstanding options at December 31, 2021 exercised 500,000 of those options for proceeds of $50,000. On March 28, 2022, the Company completed a private placement offering of Original Issue Discount Senior Unsecured Convertible Promissory Notes and warrants to purchase shares of the Company’s common stock. For gross proceeds of $886,000, the Company issued Convertible Notes having an aggregate face value of $956,880 and Warrants exercisable for a total of 2,110,765 shares of the Company’s common stock. The March 2022 Convertible Notes mature 24 months after issuance, bear interest at a rate of 4% per annum and are convertible into shares of the Company's common stock at an initial conversion price of $0.34 per share, subject to adjustment for certain stock splits, stock combinations and dilutive share issuances. The Company may prepay the March 2022 Convertible Notes (i) at any time during the first 90 days following closing at the face value of the March 2022 Convertible Notes, (ii) at any time during the period from 91 to 180 days following closing at a premium of 110% of the face value of the March 2022 Convertible Notes, and (iii) thereafter at 120% of the face value of the March 2022 Convertible Notes. The March 2022 Convertible Notes contain a number of customary events of default. The March 2022 Convertible Notes are unsecured. The March 2022 Warrants are exercisable at an initial exercise price of $0.60 per share for a term ending on the 5 year anniversary of the date of issuance. The exercise price of the March 2022 Warrants are subject to adjustment for certain stock splits, stock combinations and dilutive share issuances. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation [Policy Text Block] | Basis of Presentation These consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances have been eliminated on consolidation. |
Development Costs [Policy Text Block] | Development Costs The Company has adopted the provisions of ASC 985-20-25, Costs of Software to Be Sold, Leased or Marketed, whereby costs incurred to establish the technological feasibility of a computer software product to be sold, leased or marketed are research and development coasts. Those costs are expressed as incurred; costs of producing product masters incurred subsequent to establishing technological feasibility are capitalized; and costs incurred when the product is available for general release to the customers are expensed as incurred. Upgrades and enhancements are capitalized if they result in added functionality which enables the software to preform tasks it was previously incapable of performing. |
Use of Estimates [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. Examples of key estimates in these financial statements include the valuation of deferred tax assets, estimated variable consideration on the sale of license, fair value of stock-based compensation and valuation of intangible assets. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and cash equivalents [Policy Text Block] | Cash and cash equivalents All highly liquid investments, with an original term to maturity of three months or less are classified as cash and cash equivalents. Cash and cash equivalents are are recorded at fair value. |
Intangible Assets not subject to amortization [Policy Text Block] | Intangible Assets not subject to amortization Intangible assets not subject to amortization consist of direct navigation domain names. While the domain names are renewed annually, through payment of a renewal fee to the applicable registry, the Company has the exclusive right to renew these names at its option. The Company has determined that there are currently no legal, regulatory, contractual, economic or other factors that limit the useful life of these domain names on an aggregate basis and accordingly treat the portfolio of domain names as indefinite life intangible assets. The Company reviews individual domain names in the portfolio for potential impairment throughout the fiscal year in determining whether a particular URL should be renewed. Impairment is recognized for names that are not renewed. The Company performs an annual assessment of individual domain names in its portfolio to determine whether it is more likely than not that the fair market value of a domain name is less than its carrying amount. When it is determined that the fair value of a domain name is less than it's carrying amount, impairment is recognized. |
Foreign Currency Translation [Policy Text Block] | Foreign Currency Translation The Company's functional currency is the US dollar and reporting currency is the United States dollar. The Company translates assets and liabilities to US dollars using year-end exchange rates, stockholders' deficit accounts are translated at historical exchange rates, and translates revenues and expenses using average exchange rates during the period. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the Statement of Operations. |
Income Recognition [Policy Text Block] | Income Recognition The Company recognizes income from the sale of intangible assets when the control of the asset is transferred to the customer at the amount that reflects the consideration it expects to be entitled to in exchange for this performance obligation. In determining the transaction price for the sale of assets, the Company considers the effects of variable consideration. Some contracts for the sale of assets provide the Company future royalty payments based on the sales generated by the purchaser. The Company constrained its estimates to reduce the probability of a significant income reversal in future periods. The Company uses the expected value method to estimate the variable consideration because this method best predicts the amount of variable consideration to which the Company will be entitled. The Company uses historical evidence, current information and forecasts to estimate the variable consideration. The requirements in ASC 606 on constraining estimates of variable consideration are applied to determine the amount of variable consideration that can be included in the transaction price. The estimate is updated at each reporting period date. |
Income taxes [Policy Text Block] | Income taxes The Company follows the liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the current year. Deferred income tax assets and liabilities are recognized in the current year for temporary differences between the tax and accounting basis of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes. Deferred income tax assets and liabilities are measured using tax rates and laws expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred income tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is "more likely-than-not" that a deferred tax asset will not be realized. Deferred tax assets and deferred tax liabilities, along with any associated valuation allowance, are offset and shown in the consolidated financial statements as a single noncurrent amount when these items arise within the same tax jurisdiction. The Company and its subsidiaries are subject to U.S. federal income tax and Canadian income tax, as well as income tax of multiple state and local jurisdictions. Based on the Company's evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in the Company's financial statements. |
Stock Based Payments [Policy Text Block] | Stock Based Payments The Company accounts for all stock-based payments and awards under the fair value based method. The Company accounts for the granting of stock options to employees using the fair value method whereby all awards to employees will be measured at fair value on the date of the grant. The fair value of all stock options are expensed over their vesting period with a corresponding increase to additional paid-in capital. Upon exercise of stock options, the consideration paid by the option holder, together with the amount previously recognized in additional paid-in capital is recorded as an increase to share capital. Stock options granted to employees are accounted for as liabilities when they contain conditions or other features that are indexed to other than a market, performance or service condition. Stock-based payments to non-employees are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The fair value of stock-based payments to non-employees is periodically re-measured until the counterparty performance is complete, and any change therein is recognized over the vesting period of the award and in the same manner as if the Company had paid cash instead of paying with or using equity based instruments. The fair value of the stock-based payments to non-employees that are fully vested and non-forfeitable as at the grant date are measured and recognized at that date. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates, the value of the common stock and expected dividend yield of the common stock. Changes in these assumptions can materially affect the fair value estimate. |
Fair Value of Financial Instruments [Policy Text Block] | Fair Value of Financial Instruments The estimated fair values for financial instruments are determined based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair value of cash, receivable and accounts payable approximate their carrying value due to the short-term nature of those instruments. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities; Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and Level 3 - Unobservable inputs that are supported by little or no market activity, there for requiring an entity to develop its own assumptions about the assumption that market participants would use in pricing. The Company had no Level 3 assets or liabilities required to be recorded at fair value on a recurring basis in accordance with US GAAP as at December 31, 2021 and 2020. Cash is measured at fair value using level 1 and marketable securities are measured at fair value using level 2. |
Basic and Diluted Income (Loss) per Share [Policy Text Block] | Basic and Diluted Income (Loss) per Share Earnings or loss per share ("EPS") is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income (loss) by the weighted-average of all potentially dilutive shares of the common stock that were outstanding during the years presented. The treasury stock method is used in calculating diluted EPS for potentially dilutive stock options and share purchase warrants, which assumes that any proceeds received from the exercise of in-the-money stock options and share purchase warrants, would be used to purchase common shares at the average market price for the period. |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Assumptions: 2021 2020 Risk-free rate (%) .39 0.13 Expected stock price volatility (%) 121.28 182.61 Expected dividend yield (%) 0.00 0.00 Expected life of options (years) 1.08 2.08 |
Stock options granted contractors [Member] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | At January 8, 2021 Expected Life of Options 2 years Risk-Free Interest Rate 0.14% Expected Dividend Yield Nil Expected Stock Price Volatility 118.60% |
EQUITY INVESTMENT AND ROYALTI_2
EQUITY INVESTMENT AND ROYALTIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Investment And Royalties [Abstract] | |
Schedule of Stock Options, Valuation Assumptions [Table Text Block] | Assumptions: 2021 2020 Risk-free rate (%) .39 0.13 Expected stock price volatility (%) 121.28 182.61 Expected dividend yield (%) 0.00 0.00 Expected life of options (years) 1.08 2.08 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite-lived intangible assets [Table Text Block] | December 31, 2021 December 31, 2020 Domain names $ 6,663 $ 105,417 $ 6,663 $ 105,417 |
Schedule of computer software development [Table Text Block] | December 31, 2021 December 31, 2020 Computer software development $ 195,962 $ 128,268 Impairment (195,962 ) - $ - $ 128,268 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | December 31, 2021 December 31, 2020 Net income (loss) for the year $ (150,615 ) $ 231,999 Statutory rate 21% 21% Expected income tax expense (recovery) (32,000 ) 49,000 Impact of statutory tax rate on earnings of subsidiary 46,000 (2,000 ) Non-taxable earnings (109,000 ) (101,000 ) Change in valuation allowance 95,000 54,000 $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2021 December 31, 2020 Net operating losses $ 1,830,000 $ 1,762,000 Intangible assets 20,000 (7,000 ) 1,850,000 1,755,000 Valuation allowance (1,850,000 ) (1,755,000 ) $ - $ - |
NATURE AND CONTINUANCE OF OPE_2
NATURE AND CONTINUANCE OF OPERATIONS (Narrative) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Nature And Continuance Of Operations [Abstract] | ||
Accumulated deficit | $ 17,888,257 | $ 17,737,642 |
SHARE CAPITAL (Narrative) (Deta
SHARE CAPITAL (Narrative) (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Stockholders' Equity [Abstract] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
STOCK OPTIONS (Narrative) (Deta
STOCK OPTIONS (Narrative) (Details) - USD ($) | Jan. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Stock options authorized under stock option plan | 5,000,000 | ||
Maximum amount of options, as a percentage of common stock outstanding | 15.00% | ||
Option outstanding | 1,800,000 | 200,000 | |
Weighted average exercise price | $ 0.10 | $ 0.92 | |
Stock options granted contractors [Member] | |||
Number of stock options granted contractor | 1,600,000 | ||
Number of stock options granted fair value | $ 95,722 |
STOCK OPTIONS - Schedule of sha
STOCK OPTIONS - Schedule of share-based payment award, stock options, valuation assumptions (Details) - Stock options granted contractors [Member] | Jan. 08, 2021 |
Expected life of options (years) | 2 years |
Risk-free rate (%) | 0.14% |
Expected dividend yield (%) | 0.00% |
Expected stock price volatility (%) | 118.60% |
EQUITY INVESTMENT AND ROYALTI_3
EQUITY INVESTMENT AND ROYALTIES (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 29, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of equity investment | $ 398,308 | $ 52,054 | |
Cell MedX Corp. [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Amount of retained royalty on future sales | $ 507,000 | ||
Number of warrants issued | 2,000,000 | 2,000,000 | |
Term of warrant | 3 years | ||
Fair value of equity investment | $ 398,308 | $ 52,054 | |
Market price | $ 0.270 | $ 0.179 | |
Initial recognition of equity investment | $ 351,134 | ||
Gain (loss) on warrants revalued | $ 398,308 | ||
Cell MedX Corp. [Member] | Warrant exercise Price 0.50 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of warrants issued | 1,000,000 | ||
Warrant exercise price | $ 0.50 | ||
Cell MedX Corp. [Member] | Warrant exercise Price 1.00 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of warrants issued | 1,000,000 | ||
Warrant exercise price | $ 1 |
EQUITY INVESTMENT AND ROYALTI_4
EQUITY INVESTMENT AND ROYALTIES - Schedule of stock options, valuation assumptions (Details) - Cell MedX Corp. [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free rate (%) | 0.39% | 0.13% |
Expected stock price volatility (%) | 121.28% | 182.61% |
Expected dividend yield (%) | 0.00% | 0.00% |
Expected life of options (years) | 1 year 29 days | 2 years 29 days |
PAYABLES (Detail Textuals)
PAYABLES (Detail Textuals) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Notes Payable [Abstract] | ||
Write-off notes payable | $ 17,849 | $ 0 |
INTANGIBLE ASSETS (Narrative) (
INTANGIBLE ASSETS (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Domain names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of intangible assets | $ 0 | $ 0 |
INTANGIBLE ASSETS - Schedule of
INTANGIBLE ASSETS - Schedule of finite-lived intangible assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets | $ 6,663 | $ 105,417 |
Domain name [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived Intangible Assets | $ 6,663 | $ 105,417 |
INTANGIBLE ASSETS - Schedule _2
INTANGIBLE ASSETS - Schedule of computer software development (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Computer software development | $ 195,962 | $ 128,268 |
Impairment | (195,962) | 0 |
Computer software development, net | $ 0 | $ 128,268 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Effective Income Tax Rate Reconciliation, Percent | 21.00% |
Operating Loss Carryforwards | $ 8,262,000 |
Canada [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 351,000 |
INCOME TAXES - Schedule of effe
INCOME TAXES - Schedule of effective income tax rate reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Net income (loss) for the year | $ (150,615) | $ 231,999 |
Statutory rate | 21.00% | 21.00% |
Expected income tax expense (recovery) | $ (32,000) | $ 49,000 |
Impact of statutory tax rate on earnings of subsidiary | 46,000 | (2,000) |
Non-taxable earnings | (109,000) | (101,000) |
Change in valuation allowance | 95,000 | 54,000 |
Income tax expense (benefit), total | $ 0 | $ 0 |
INCOME TAXES - Schedule of defe
INCOME TAXES - Schedule of deferred tax assets and liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 1,830,000 | $ 1,762,000 |
Intangible assets | 20,000 | (7,000) |
Deferred tax assets, gross | 1,850,000 | 1,755,000 |
Valuation allowance | (1,850,000) | (1,755,000) |
Deferred tax assets, net, total | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | ||
Mar. 28, 2022 | Feb. 18, 2022 | Feb. 15, 2022 | |
Subsequent Event [Line Items] | |||
Aggregate purchase price of private placement offering | $ 1,500,000 | ||
Convertible Note, face value | $ 956,880 | $ 1,500,000 | $ 1,620,000 |
Number of common shares called by warrants | 2,110,765 | 3,573,529 | |
Warrant exercise price | $ 0.60 | $ 0.60 | |
Convertible notes, maturity period | 24 months | 24 months | |
Convertible notes, interest rate per annum | 4.00% | 4.00% | |
Initial conversion price | $ 0.34 | $ 0.34 | |
Convertible notes, payment terms | The Company may prepay the March 2022 Convertible Notes (i) at any time during the first 90 days following closing at the face value of the March 2022 Convertible Notes, (ii) at any time during the period from 91 to 180 days following closing at a premium of 110% of the face value of the March 2022 Convertible Notes, and (iii) thereafter at 120% of the face value of the March 2022 Convertible Notes. The March 2022 Convertible Notes contain a number of customary events of default. The March 2022 Convertible Notes are unsecured. | The Company may prepay the February 2022 Convertible Notes (i) at any time during the first 90 days following closing at the face value of the February 2022 Convertible Notes, (ii) at any time during the period from 91 to 180 days following closing at a premium of 110% of the face value of the February 2022 Convertible Notes, and (iii) thereafter at 120% of the face value of the February 2022 Convertible Notes. The February 2022 Convertible Notes contain a number of customary events of default. Additionally, the February 2022 Convertible Notes are secured by all of the assets of the Company, including a lien on and security interest in all of the issued and outstanding equity interests of the wholly-owned subsidiaries of the Company, pursuant to a security agreement that was entered into in connection with the issuance of the February 2022 Convertible Notes. | |
Term of warrants | 5 years | 5 years | |
Number of common shares issued as brokerage fee | 221,402 | ||
Number of options exercised | 500,000 | ||
Proceeds from stock options exercised | $ 50,000 | ||
Gross proceed of private placement offering of convertible note and warrants | $ 886,000 | ||
Second Tranche [Member] | |||
Subsequent Event [Line Items] | |||
Convertible Note, face value | $ 1,080,000 | ||
Number of common shares called by warrants | 2,382,353 | ||
Proceeds from Issuance of Common Stock | $ 1,000,000 |