Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 13, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ProtoKinetix, Inc. | |
Entity Central Index Key | 1,128,189 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Trading Symbol | pktx | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Voluntary Filers | No | |
Entity Well Known Seasoned Issuer | No | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 216,702,433 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 260,973 | $ 371,072 |
Accounts receivable (Note 3) | 8,023 | 8,023 |
Prepaid expenses and deposits | 167 | 397 |
Total current assets | 269,163 | 379,492 |
Intangible assets (Note 4) | 71,394 | 70,260 |
Total assets | 340,557 | 449,752 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 89,529 | 45,388 |
Total current liabilities | 89,529 | 45,388 |
Stockholders' Equity | ||
Common stock, $0.0000053 par value; 400,000,000 common shares authorized; 216,702,433 and 216,602,433 shares issued and outstanding as at March 31, 2016 and December 31, 2015 respectively (Note 9) | 1,160 | 1,159 |
Additional paid-in capital | 27,690,354 | 27,498,836 |
Accumulated deficit | (27,440,486) | (27,095,631) |
Total stockholders' equity | 251,028 | 404,364 |
Total liabilities and stockholders' equity | $ 340,557 | $ 449,752 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par Value Per Share | $ 0.0000053 | $ 0.0000053 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares, Issued | 216,702,433 | 216,602,433 |
Common Stock, Shares, Outstanding | 216,702,433 | 216,602,433 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
EXPENSES | ||
Amortization - intangible assets (Note 4) | $ 750 | |
Consulting fees (Note 10) | $ 50,000 | |
General and administrative | $ 21,431 | 38,859 |
Interest | 1,973 | |
Professional fees (Note 10) | $ 66,507 | 74,324 |
Research and development | 71,651 | 53,000 |
Share-based compensation (Note 7) | 184,519 | 41,126 |
Total | (344,858) | (259,282) |
OTHER ITEMS | ||
Foreign exchange gain (loss) | 3 | (5,842) |
Loss for the period | $ (344,855) | $ (265,124) |
Loss per common share (basic and diluted) | $ 0 | $ 0 |
Weighted average number of common shares outstanding (basic and diluted) | 216,635,400 | 182,277,544 |
STATEMENT OF STOCKHOLDERS' EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) - 3 months ended Mar. 31, 2016 - USD ($) | Common Stock | Common Stock Issuable | Additional paid-in capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2015 | 216,602,433 | ||||
Beginning Balance, Amount at Dec. 31, 2015 | $ 1,159 | $ 27,498,836 | $ (27,095,631) | $ 404,364 | |
Issuance of common stock for services, shares | 100,000 | ||||
Issuance of common stock for services, amount | $ 1 | 6,999 | 7,000 | ||
Fair value of compensatory options issued | 184,519 | 184,519 | |||
Net loss for the period | $ (344,855) | (344,855) | |||
Ending Balance, Shares at Mar. 31, 2016 | 216,702,433 | ||||
Ending Balance, Amount at Mar. 31, 2016 | $ 1,160 | $ 27,690,354 | $ (27,440,486) | $ 251,028 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS USED IN OPERATING ACTIVITIES | ||
Net loss for the period | $ (344,855) | $ (265,124) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Amortization - intangible assets | 750 | |
Issuance and amortization of common stock for services | 7,000 | $ 40,000 |
Fair value of compensatory options granted | $ 184,519 | 41,126 |
Contribution of services | 4,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (431) | |
Prepaid expenses and deposits | $ 230 | (1,454) |
Accounts payable and accrued liabilities | 44,141 | 75,468 |
Net cash used in operating activities | (108,215) | (106,415) |
CASH FLOWS USED IN INVESTING ACTIVITIES | ||
Purchase of Intangible assets | (1,884) | (30,000) |
Net cash from (used in) investing activities | $ (1,884) | (30,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Short-term loan proceeds (repayments) | (63,250) | |
Issuance of common stock for cash | 330,000 | |
Net cash from financing activities | 266,750 | |
Net change in cash | $ (110,099) | 130,335 |
Cash, beginning of period | 371,072 | 317 |
Cash, end of period | $ 260,973 | $ 130,652 |
Cash paid for interest | ||
Cash paid for income taxes | ||
Supplementary information - non-cash transactions: | ||
Common stock issued for consulting services | $ 7,000 | $ 40,000 |
Common stock returned to treasury | 25,000 | |
Common stock issued for past subscriptions | $ 25,000 |
1. Basis of Presentation - Goin
1. Basis of Presentation - Going Concern Uncertainties | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation - Going Concern Uncertainties | ProtoKinetix, Inc. (the "Company"), a development stage company, was incorporated under the laws of the State of Nevada on December 23, 1999. The Company is a medical research company whose mission is the advancement of human health care. The Company is currently researching the benefits and feasibility of synthesized Antifreeze Glycoproteins ("AFGP") or anti-aging glycoproteins, trademarked AAGP. During the year ended December 31, 2015, the Company acquired certain patents and rights for cash consideration of $30,000 (25,000 Euros), as well as additional patent applications for cash consideration of $10,000 and 6,000,000 share purchase warrants with a fair value of $25,000 (Note 4). A Cease Trade Order (CTO) was issued in respect of the Companys securities by the British Columbia Securities Commission (BCSC) on May 9, 2013 based on the Companys failure to file annual financial statements for the year ended December 31, 2012 by the deadline of April 1, 2013. The Company has since completed all of the required filings for annual and interim periods and received a full Revocation Order from the BCSC during the year ended December 31, 2015. The Company's financial statements are prepared consistent with accounting principles generally accepted in the United States applicable to a going concern. The Company has not developed a commercially viable product, has not generated any significant revenue to date, and has incurred losses since inception, resulting in a net accumulated deficit at March 31, 2016. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company needs additional working capital to continue its medical research or to be successful in any future business activities and continue to pay its liabilities. Therefore, continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to accomplish its objective. Management is presently engaged in seeking additional working capital through equity financing or related party loans. The accompanying financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company fail in any of the above objectives and is unable to operate for the coming year. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Basis of Presentation The accompanying unaudited financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (US GAAP) applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited interim financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments are of a normal recurring nature, except as otherwise noted below. These financial statements should be read in conjunction with the Companys audited consolidated financial statements and notes thereto for the year ended December 31, 2015, included in the Companys Annual Report on Form 10-K, filed March 30, 2016, with the Securities and Exchange Commission. The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year. Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The more significant accounting estimates inherent in the preparation of the Company's financial statements include estimates as to valuation of equity related instruments issued and deferred income taxes. Cash Cash consists of funds held in checking accounts. Cash balances may exceed federally insured limits from time to time. Fair Value of Financial Instruments Financial instruments, which includes cash and accounts payable and accrued liabilities, are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities pursuant to ASC 820 Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The policy describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 inputs that are unobservable (for example cash flow modeling inputs based on assumptions) Level 1 inputs are used to measure cash. At March 31, 2016 there were no other assets or liabilities subject to additional disclosure. Income Taxes The Company accounts for income taxed following the assets and liability method in accordance with the ASC 740 Income Taxes. Under such method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company applies the accounting guidance issued to address the accounting for uncertain tax positions. This guidance clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements as well as provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years that the asset is expected to be recovered or the liability settled. Intangible assets patent and patent application costs The Company owns intangible assets consisting of certain patents and patent applications. Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures are recognized in profit or loss as incurred. As at March 31, 2016, the Company does not hold any intangible assets with indefinite lives. Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization method and amortization period of an intangible asset with a finite life is reviewed at least annually. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of the Companys patents, whereas no amortization has been recognized on the patent application costs as at March 31, 2016. Research and Development Costs Research and development costs are expensed as incurred. Loss per Share and Potentially Dilutive Securities Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. The effect of 28,600,000 stock options (March 31, 2015 13,000,000), 6,500,000 warrants (March 31, 2015 2,700,000) were not included in the computation of diluted earnings per share for all periods presented because it was anti-dilutive due to the Company's losses. Share-Based Compensation The Company has granted warrants and options to purchase shares of the Company's common stock to various parties for consulting services. The fair values of the warrants and options issued have been estimated using the Black-Scholes Option Pricing Model. The Company accounts for stock compensation with persons classified as employees for accounting purposes in accordance with ASC 718 Compensation Stock Compensation, which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes Option Pricing Model. The fair value of common shares issued for services is determined based on the Companys stock price on the date of issuance. The Company accounts for stock compensation arrangements with persons classified as non-employees for accounting purposes in accordance with ASC 505-50 Stock-Based Transactions with Nonemployees, which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of share-based compensation is subject to periodic adjustment as the underlying instruments vest. The fair value of stock options is estimated using the Black-Scholes Option Pricing Model and the compensation charges are amortized over the vesting period. Common stock Common stock issued for non-monetary consideration are recorded at their fair value on the measurement date and classified as equity. The measurement date is defined as the earliest of the date at which the commitment for performance by the counterparty to earn the common shares is reached or the date at which the counterpartys performance is complete. Transaction costs directly attributable to the issuance of common stock, units and stock options are recognized as a deduction from equity, net of any tax effects. Related Party Transactions A related party is generally defined as (i) any person that holds 10% or more of the Company's securities and their immediate families, (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Recent Accounting Pronouncements In August 2014, the FASB issued Accounting Standards Update 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessment of an entitys ability to continue as a going concern within one year of the date of issuance of the entitys financial statements (or within one year after the date on which the financial statements are available to be issued, when applicable). Further, an entity must provide certain disclosures if there is substantial doubt about the entitys ability to continue as a going concern. The requirement is effective for annual periods ending after December 15, 2016, and interim periods thereafter, early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Companys financial statements. |
3. Accounts Receivable
3. Accounts Receivable | 3 Months Ended |
Mar. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Accounts Receivable | Accounts receivable consists of refundable sales tax paid on purchases made in Canada. |
4. Intangible Assets
4. Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | During the year ended December 31, 2015, the Company entered into an Assignment of Patents and Patent Application (effective January 1, 2015) (the Patent Assignment) with the Institut National des Sciences Appliquees de Rouen (INSA) for the assignment of certain patents and all rights associated therewith (the Patents). The Company and INSA had previously entered into a licensing agreement for the Patents in August 2004. The Patent Assignment transfers all of the Patents and rights associated therewith to the Company upon payment to INSA in the sum of $30,000 (25,000 Euros) (paid). During the three month period ended March 31, 2016, the Company recorded $750 (2015 - $nil) in amortization expense associated with the Patents. During the year ended December 31, 2015, the Company entered into a Technology Transfer Agreement with Grant Young for the assignment of his 50% ownership of certain patents and all rights associated therewith (the "Patent Application Rights"). In exchange for the Patent Application Rights, the Company agreed to pay $10,000 (paid) and to issue 6,000,000 warrants (issued) to purchase shares of the Company's common stock at an exercise price of $0.10 per share for a period of five years. The Patent Application Rights had a total fair value of $35,000, which was allocated as $10,000 to the cash consideration paid, with the remaining $25,000 being allocated to the warrant component of the overall consideration. The Company incurred an additional $8,644 in direct costs relating to the Patent Application Rights. The remaining 50% ownership of the Patent Application Rights was acquired from the Governors of the University of Alberta in exchange for a future gross revenue royalty. No amortization was recorded on the Patent Application Rights to March 31, 2016. |
5. Convertible Note Payable
5. Convertible Note Payable | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | On July 1, 2011, the Company executed a loan agreement under which the Company issued to a corporation an 8% convertible promissory note in exchange for $300,000. The note holder had the right to demand payment of outstanding principal and interest at any time with a 30-day grace period. The note was due and payable no later than June 30, 2016, and was convertible into shares of the Company's common stock at $0.025 per share. No beneficial conversion feature was applicable to this convertible note. During the year ended December 31, 2014, the Company and the corporation commenced discussions in regards to the settlement of the convertible note through extinguishment. A settlement agreement was finalized during the year ended December 31, 2015, but the Company has accounted for the transaction as at December 31, 2014. The settlement agreement stipulated that the convertible note plus accrued interest of $84,000 (included in accounts payable and accrued liabilities as at December 31, 2014) was to be settled through the issuance of 3,840,000 shares of the Companys common stock. The fair value of the shares was determined to be $192,000 ($0.05 per share) and the Company recognized a gain on settlement in the amount of $192,000 as at December 31, 2014. The settlement agreement also stipulated the payment of $161,750 to the corporation to settle other amounts included in accounts payable and accrued liabilities and short-term loans, all of which had been paid as at December 31, 2015. On June 17, 2014, the Company executed a loan agreement under which the Company issued an 8% convertible promissory note in exchange for an initial amount of $10,000, with the ability to be increased to $100,000, to the Company`s President and CEO. During the year ended December 31, 2014, additional amounts totaling $90,000 were advanced, $23,500 of which was paid directly to settle certain short-term loans outstanding. The note holder had the right to demand payment of outstanding principal and interest at any time with a 30-day grace period. The note was due and payable no later than December 31, 2015, and was convertible into shares of the Company's common stock at $0.25 per share. No beneficial conversion feature was applicable to this convertible note. On July 1, 2015, the Company`s board of directors approved an adjustment to the conversion price from $0.25 to $0.08. During the year ended December 31, 2015, the Company issued 1,250,000 shares of the Companys common stock at the adjusted conversion price of $0.08 per share to settle the promissory note. A gain of $7,272 was recognized associated with interest forgiven on the note. |
6. Common Shares Issued for Ser
6. Common Shares Issued for Services | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Common Shares Issued for Services | During the three month periods ended March 31, 2016 and 2015, the Company issued shares of common stock for services and other value rendered as follows: 2016 Number of Shares Value per Share Total March 2016 100,000 $ 0.07 $ 7,000 100,000 $ 7,000 2015 Number of Shares Value per Share Total February 2015 1,000,000 $ 0.04 $ 40,000 1,000,000 $ 40,000 |
7. Stock Options
7. Stock Options | 3 Months Ended |
Mar. 31, 2016 | |
Stock Options | |
Stock Options | On July 1, 2015, the Board of Directors of the Company adopted the 2015 Stock Option and Stock Bonus Plan (the Plan). The Board of Directors adopted this plan as it anticipates utilizing equity compensation as part of its ongoing standard corporate operations and in connection with its contemplated activities going forward. Under the Plan, the lesser of: (i) 20,000,000 shares; or (ii) 10% of the total number of the Companys common shares outstanding are reserved to be issued upon the exercise of options or the grant of stock bonuses. As such, the Plan is subject to an absolute cap of 20,000,000 shares. The Plan includes two types of options; options intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended are referred to as incentive options, and options which are not intended to qualify as incentive options are referred to as non-qualified options. As of March 31, 2016, 16,600,000 options and 2,000,000 shares of common stock have been granted under the Plan. The Plan is administered by the Board of Directors, or a committee appointed by the Board of Directors. In addition to determining who will be granted options or stock bonuses, the committee has the authority and discretion to determine when options and bonuses will be granted and the number of options and bonuses to be granted. The committee also may determine a vesting and/or forfeiture schedule for bonuses and/or options granted, the time or times when each option becomes exercisable, the duration of the exercise period for options and the form or forms of the agreements, certificates or other instruments evidencing grants made under the Plan. The committee may determine the purchase price of the shares of common stock covered by each option and determine the fair market value per share. The committee also may impose additional conditions or restrictions not inconsistent with the provisions of the Plan. The committee may adopt, amend and rescind such rules and regulations as in its opinion may be advisable for the administration of the Plan. In the event that a change, such as a stock split, is made in the Companys capitalization which results in an exchange or other adjustment of each share of common stock for or into a greater or lesser number of shares, appropriate adjustments will be made to unvested bonuses and in the exercise price and in the number of shares subject to each outstanding option. The committee also may make provisions for adjusting the number of bonuses or underlying outstanding options in the event the Company effects one or more reorganizations, recapitalizations, rights offerings, or other increases or reductions of shares of its outstanding common stock. Options and bonuses may provide that in the event of the dissolution or liquidation of the Company, a corporate separation or division or the merger or consolidation of the Company, the holder may exercise the option on such terms as it may have been exercised immediately prior to such dissolution, corporate separation or division or merger or consolidation; or in the alternative, the committee may provide that each option granted under the Plan shall terminate as of a date fixed by the committee. The exercise price of any option granted under the Plan must be no less than 100% of the fair market value of the Companys common stock on the date of grant. Any incentive stock option granted under the Plan to a person owning more than 10% of the total combined voting power of the common stock must be at a price of no less than 110% of the fair market value per share on the date of grant. The exercise price of an option may be paid in cash, in shares of the Companys common stock or other property having a fair market value equal to the exercise price of the option, or in a combination of cash, shares, other securities and property. The committee determines whether or not property other than cash or common stock may be used to purchase the shares underlying an option and shall determine the value of the property received. Stock option transactions are summarized as follows: Number of Weighted Weighted Weighted Average $ $ (Years) Outstanding, December 31, 2015 14,600,000 0.05 0.03 Options granted 15,000,000 0.08 0.05 Options expired (1,000,000 ) 0.10 0.03 Outstanding, March 31, 2016 28,600,000 0.06 0.04 3.42 The fair values of the stock options granted during the three month periods ended March 31, 2016 and 2015 were estimated using the Black-Scholes Option Pricing Model. The weighted average assumptions used in the pricing model for these options are as follows: March 31, March 31, Risk-free interest rate 0.81% 0.56% Dividend yield 0.00% 0.00% Expected stock price volatility 125.00% 125.00% Expected forfeiture rate 0.00% 0.00% Expected life 4.81 years 3.95 years The following non-qualified stock options were outstanding and exercisable at March 31, 2016: Expiry date Exercise Price Number of Number of Options $ February 25, 2017 0.04 2,000,000 - February 24, 2018 0.05 1,000,000 1,000,000 February 25, 2020 0.04 4,000,000 4,000,000 February 28, 2020 0.04 5,000,000 5,000,000 June 30, 2017 0.10 1,000,000 1,000,000 June 30, 2018 0.10 600,000 600,000 December 31, 2019 0.08 15,000,000 3,750,000 28,600,000 15,350,000 As at March 31, 2016, the aggregate intrinsic value of the Companys stock options is $110,000 (December 31, 2015 $350,000). The weighted average fair value of stock options granted during the three month period ended March 31, 2016 is $0.05 (2015 - $0.03). |
8. Warrants
8. Warrants | 3 Months Ended |
Mar. 31, 2016 | |
Warrants | |
Warrants | Warrant transactions for the three month period ended March 31, 2016 are summarized as follows: Number of Weighted Average Exercise Balance, December 31, 2015 8,700,000 $ 0.11 Expired (2,200,000 ) 0.10 Balance, March 31, 2016 6,500,000 $ 0.11 The following warrants were outstanding and exercisable as at March 31, 2016: Number of Warrants Exercise Price ($) Expiry Date 500,000 0.25 November 8, 2018 6,000,000 0.10 April 22, 2020 6,500,000 |
9. Stockholders' Equity
9. Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | The Company is authorized to issue 400,000,000 (December 31, 2015 400,000,000) shares of $0.0000053 par value common stock. Each holder of common stock has the right to one vote but does not have cumulative voting rights. Shares of common stock are not subject to any redemption or sinking fund provisions, nor do they have any preemptive, subscription or conversion rights. Holders of common stock are entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared or paid as of March 31, 2016 (December 31, 2015 - $nil). During the three month period ended March 31, 2016, the Company: a) Issued 100,000 shares of common stock with a fair value of $7,000 ($0.07 per share) pursuant to a consulting agreement entered into on March 1, 2015. |
10. Related Party Transactions
10. Related Party Transactions and Balances | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Balances | During the three month period ended March 31, 2015, the Company: a) Entered into a directorship agreement effective February 25, 2015 with a newly appointed director of the Company. Pursuant to the agreement, the director was issued 1,000,000 shares of common stock as an engagement fee and was entitled to a compensatory service fee. The director was also entitled to 1,000,000 stock options on signing exercisable into common shares of the Company for a period of 3 years at a price of $0.05 per share. During the three month period ended March 31, 2015, the director provided $4,000 in contributed services, which were recorded as professional fees against additional paid-in capital. b) Entered into a consulting agreement dated March 30, 2015 (effective January 1, 2015) with the Companys President and CEO whereby he was compensated at a nominal amount of $1 for services through to December 31, 2015. The agreement also stipulates a termination fee that would pay the Companys President and CEO $100,000 if terminated without cause or in the case of termination upon a change of control event, the termination fee would be equal to $100,000 plus 2.5% of the aggregate transaction value of the change of control. c) Entered into a consulting agreement dated March 30, 2015 (effective January 1, 2015) with the Companys CFO whereby she was compensated at a monthly fee of $4,000 for services through to December 31, 2018 ($4,000 per month for fiscal 2015, then increased by not less than 5% each year thereafter). A total of $12,000 was paid or accrued to the Companys CFO during the three month period ended March 31, 2015 (2014 - $nil). She was also d) Recognized $41,126 in share-based compensation associated with stock options granted to key management personnel. During the three month period ended March 31, 2016, the Company: a) Entered into a consulting agreement with an effective date of January 1, 2016 with the Companys President and CEO whereby he will be compensated at a nominal amount of $1 for services through to December 31, 2016. The agreement also stipulates a termination fee that would pay the Companys President and CEO $100,000 per year of service if terminated without cause or in the case of termination upon a change of control event, the termination fee would be equal to $100,000 per year of service plus 2.5% of the aggregate transaction value of the change of control. In addition, the agreement stipulates that he would be entitled to a bonus payment equal to 2.5% of the aggregate transaction value of an Application Sale or license of any Patent Rights, Patent Application Rights or products effected during the term of his agreement. Pursuant to the agreement, he was also granted 5,000,000 stock options exercisable into common shares of the Company until December 31, 2019 at a price of $0.08 per share (Note 7). The options vest in equal instalments on a quarterly basis beginning March 31, 2016. b) Entered into a consulting agreement with an effective date of January 1, 2016 with the Companys CFO whereby she will be compensated at a monthly fee of $6,000 for services through to December 31, 2016. The agreement also stipulates a termination fee that would pay the Companys CFO $36,000 if terminated without cause or $72,000 upon termination due to a change of control event. Pursuant to the agreement, she was also granted 4,000,000 stock options exercisable into common shares of the Company until December 31, 2019 at a price of $0.08 per share (Note 7). The options vest in equal instalments on a quarterly basis beginning March 31, 2016. c) Entered into a directorship agreement with an effective date of January 1, 2016 with a director of the Company. Pursuant to the agreement, the director was issued 1,000,000 stock options exercisable into common shares of the Company until December 31, 2019 at a price of $0.08 per share (Note 7). The options vest in equal instalments on a quarterly basis beginning March 31, 2016. d) Recognized $135,925 in share-based compensation associated with stock options grantedto key management personnel. As at March 31, 2016 and December 31, 2015, the following amounts are due to related parties: March 31, 2016 December 31, 2015 Clarence Smith (CEO) Accounts payable and accrued liabilities $ 170 $ 327 Amounts included in accounts payable and accrued liabilities are non-interest bearing, unsecured and repayable on demand. |
11. Commitments and Contingency
11. Commitments and Contingency | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingency | As at March 31, 2016, the Company has the following commitments: a) Entered into a consulting agreement with an effective date of January 1, 2016 whereby the Company would pay the consultant $7,000 per month for providing research and development services. Pursuant to the agreement, the consultant was also granted 5,000,000 stock options exercisable into common shares of the Company until December 31, 2019 at a price of $0.08 per share (Note 7). The options vest in equal instalments on a quarterly basis beginning March 31, 2016. b) Entered into a consulting agreement effective March 1, 2015, whereby the Company would pay the consultant $2,700 per month for an initial term of 1 year for providing public relations services. The consultant is also entitled to 400,000 shares of common stock, which will be issued at a rate of 25% (100,000 shares) every 3 months over the term of the agreement (100,000 shares issued during the three month period ended March 31, 2016 (Note 9)). The consultant was also issued 1,000,000 stock options on signing during the year ended December 31, 2015, with each stock option exercisable into a common share at a price of $0.10 for a period of 5 years. The stock options will vest at the rate of 25% every 3 months over the term of the agreement. c) Entered into a royalty agreement with the Governors of the University of Alberta (the University) whereby the University had developed certain intellectual property (the Additional Patent Rights) in conjunction with and by permission of the Company employing patented intellectual property of the Company. The agreement assigns the Additional Patent Rights to the Company in return for 5% of any future gross revenues (the Royalty) derived from products arising from the Patent Rights. The Company will have the right and option for two years from the earlier of September 1, 2015 or the first date that the University publishes its research related to the Additional Patent Rights to buy out all of the Universitys Royalty for consideration of the aggregate sum of CDN $5,000,000. d) Entered into a consulting agreement effective May 1, 2015, whereby the Company would pay the consultant $4,000 per month for an initial term of 1 year for providing research and development services. The Company was delinquent in filing certain income tax returns with the U.S. Internal Revenue Service and reports disclosing its interest in foreign bank accounts on form TDF 90-22.1, Report of Foreign Bank and Financial Accounts (FBARs). In September 2015, the Company filed the delinquent income tax returns and has sought waivers of any penalties under the IRS Offshore Voluntary Disclosure Program for late filing of the returns and FBARs. Under the program, the IRS has indicated that it will not impose a penalty for the failure to file delinquent income tax returns if there are no underreported tax liabilities. The Company may be liable for civil penalties for certain tax years in an indeterminate amount for not complying with the FBAR reporting and recordkeeping requirements. No claim has been asserted by the U.S. Internal Revenue Service; before any claim is expressly asserted the Company intends to cooperate with the Internal Revenue Service to minimize any liability. The Company is unable to determine the amount of any penalties that may be assessed at this time. |
12. Subsequent Events
12. Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent to the three month period ended March 31, 2016, the Company: a) Filed Form 51-105F1 Notice OTC Issuer Ceases to be an OTC Reporting Issuer with the BCSC. |
2. Summary of Significant Acc19
2. Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (US GAAP) applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited interim financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments are of a normal recurring nature, except as otherwise noted below. These financial statements should be read in conjunction with the Companys audited consolidated financial statements and notes thereto for the year ended December 31, 2015, included in the Companys Annual Report on Form 10-K, filed March 30, 2016, with the Securities and Exchange Commission. The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year. |
Use of Estimates | Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The more significant accounting estimates inherent in the preparation of the Company's financial statements include estimates as to valuation of equity related instruments issued and deferred income taxes. |
Cash | Cash consists of funds held in checking accounts. Cash balances may exceed federally insured limits from time to time. |
Fair Value of Financial Instruments | Financial instruments, which includes cash and accounts payable and accrued liabilities, are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities pursuant to ASC 820 Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The policy describes three levels of inputs that may be used to measure fair value: Level 1 quoted prices in active markets for identical assets or liabilities Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 inputs that are unobservable (for example cash flow modeling inputs based on assumptions) Level 1 inputs are used to measure cash. At March 31, 2016 there were no other assets or liabilities subject to additional disclosure. |
Income Taxes | The Company accounts for income taxed following the assets and liability method in accordance with the ASC 740 Income Taxes. Under such method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company applies the accounting guidance issued to address the accounting for uncertain tax positions. This guidance clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements as well as provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years that the asset is expected to be recovered or the liability settled. |
Intangible assets - patent and patent application costs | The Company owns intangible assets consisting of certain patents and patent applications. Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures are recognized in profit or loss as incurred. As at March 31, 2016, the Company does not hold any intangible assets with indefinite lives. Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization method and amortization period of an intangible asset with a finite life is reviewed at least annually. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of the Companys patents, whereas no amortization has been recognized on the patent application costs as at March 31, 2016. |
Research and Development Costs | Research and development costs are expensed as incurred. |
Loss per Share and Potentially Dilutive Securities | Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. The effect of 28,600,000 stock options (March 31, 2015 13,000,000), 6,500,000 warrants (March 31, 2015 2,700,000) were not included in the computation of diluted earnings per share for all periods presented because it was anti-dilutive due to the Company's losses. |
Share-Based Compensation | The Company has granted warrants and options to purchase shares of the Company's common stock to various parties for consulting services. The fair values of the warrants and options issued have been estimated using the Black-Scholes Option Pricing Model. The Company accounts for stock compensation with persons classified as employees for accounting purposes in accordance with ASC 718 Compensation Stock Compensation, which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes Option Pricing Model. The fair value of common shares issued for services is determined based on the Companys stock price on the date of issuance. The Company accounts for stock compensation arrangements with persons classified as non-employees for accounting purposes in accordance with ASC 505-50 Stock-Based Transactions with Nonemployees, which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of share-based compensation is subject to periodic adjustment as the underlying instruments vest. The fair value of stock options is estimated using the Black-Scholes Option Pricing Model and the compensation charges are amortized over the vesting period. |
Common stock | Common stock issued for non-monetary consideration are recorded at their fair value on the measurement date and classified as equity. The measurement date is defined as the earliest of the date at which the commitment for performance by the counterparty to earn the common shares is reached or the date at which the counterpartys performance is complete. Transaction costs directly attributable to the issuance of common stock, units and stock options are recognized as a deduction from equity, net of any tax effects. |
Related Party Transactions | A related party is generally defined as (i) any person that holds 10% or more of the Company's securities and their immediate families, (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. |
Recent Accounting Pronouncements | In August 2014, the FASB issued Accounting Standards Update 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessment of an entitys ability to continue as a going concern within one year of the date of issuance of the entitys financial statements (or within one year after the date on which the financial statements are available to be issued, when applicable). Further, an entity must provide certain disclosures if there is substantial doubt about the entitys ability to continue as a going concern. The requirement is effective for annual periods ending after December 15, 2016, and interim periods thereafter, early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Companys financial statements. |
6. Common Shares Issued for S20
6. Common Shares Issued for Services (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Incentive Plan, Issuances | 2016 Number of Shares Value per Share Total March 2016 100,000 $ 0.07 $ 7,000 100,000 $ 7,000 2015 Number of Shares Value per Share Total February 2015 1,000,000 $ 0.04 $ 40,000 1,000,000 $ 40,000 |
7. Stock Options (Tables)
7. Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stock Options | |
Schedule of Share-based Compensation, Stock Options, Activity | Number of Weighted Weighted Weighted Average $ $ (Years) Outstanding, December 31, 2015 14,600,000 0.05 0.03 Options granted 15,000,000 0.08 0.05 Options expired (1,000,000 ) 0.10 0.03 Outstanding, March 31, 2016 28,600,000 0.06 0.04 3.42 |
Schedule of valuation assumptions for options | March 31, 2015 March 31, 2016 Risk-free interest rate 0.81% 0.56% Dividend yield 0.00% 0.00% Expected stock price volatility 125.00% 125.00% Expected forfeiture rate 0.00% 0.00% Expected life 4.81 years 3.95 years |
Schedule of options by exercise price | Expiry date Exercise Price Number of Number of Options $ February 25, 2017 0.04 2,000,000 - February 24, 2018 0.05 1,000,000 1,000,000 February 25, 2020 0.04 4,000,000 4,000,000 February 28, 2020 0.04 5,000,000 5,000,000 June 30, 2017 0.10 1,000,000 1,000,000 June 30, 2018 0.10 600,000 600,000 December 31, 2019 0.08 15,000,000 3,750,000 28,600,000 15,350,000 |
8. Warrants (Tables)
8. Warrants (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Warrants | |
Schedule of Warrant Activity | Number of Weighted Average Exercise Price Balance, December 31, 2015 8,700,000 $ 0.11 Expired (2,200,000 ) 0.10 Balance, March 31, 2016 6,500,000 $ 0.11 |
Schedule of Stockholders' Equity Note, Warrants or Rights | Number of Warrants Exercise Price ($) Expiry Date 500,000 0.25 November 8, 2018 6,000,000 0.10 April 22, 2020 6,500,000 |
10. Related Party Transaction23
10. Related Party Transactions and Balances (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | March 31, 2016 December 31, 2015 Clarence Smith (CEO) Accounts payable and accrued liabilities $ 170 $ 327 |
2. Summary of Significant Acc24
2. Summary of Significant Accounting Policies (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 28,600,000 | 13,000,000 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 6,500,000 | 2,700,000 |
4. Intangible Assets (Details N
4. Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 750 |
5. Convertible Note Payable (De
5. Convertible Note Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | ||
Accrued interest include accounts payable and accrued liabilities | $ 84,000 | |
Issuance of common stock to settle | 3,840,000 | |
Fair value of the shares | $ 192,000 | |
Fair value of the shares per share | $ 0.05 | |
Gain on settlement on loan | $ 192,000 | |
Stipulated the payment | $ 161,750 | |
Common stock conversion shares | 1,250,000 | |
Common stock conversion price per share | $ 0.08 | |
Short-term loans outstanding | 90,000 | |
Advances | $ 23,500 |
6. Common Shares Issued for S27
6. Common Shares Issued for Services (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Number of Shares | 1,000,000 | |
Total | $ 7,000 | $ 40,000 |
March 2,016 | ||
Number of Shares | 100,000 | |
Value per Share | $ 0.07 | |
Total | $ 7,000 | |
February 2,015 | ||
Number of Shares | 1,000,000 | |
Value per Share | $ 0.04 | |
Total | $ 40,000 |
7. Stock Options (Details)
7. Stock Options (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Outstanding, ending | 28,600,000 | |
Weighted Average Fair Value, granted | $ 0.05 | $ 0.03 |
Stock options | ||
Outstanding, beginning | 14,600,000 | |
Options granted | 15,000,000 | |
Options expired | (1,000,000) | |
Outstanding, ending | 28,600,000 | |
Weighted Average Exercise Price beginning | $ 0.05 | |
Weighted Average Exercise Price, granted | 0.08 | |
Weighted Average Exercise Price, expired | 0.10 | |
Weighted Average Exercise Price ending | 0.06 | |
Weighted Average Fair Value, beginning | 0.03 | |
Weighted Average Fair Value, granted | 0.05 | |
Weighted Average Fair Value, expired | 0.03 | |
Weighted Average Fair Value, ending | $ 0.04 | |
Weighted Average Remaining Life (Years) | 3 years 5 months 1 day |
7. Stock Options (Details 1)
7. Stock Options (Details 1) - Stock options | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Risk-free interest rate | 0.56% | 0.81% |
Dividend yield | 0.00% | 0.00% |
Expected stock price volatility | 125.00% | 125.00% |
Expected forfeiture rate | 0.00% | 0.00% |
Expected life | 3 years 11 months 12 days | 4 years 9 months 22 days |
7. Stock Options (Details 2)
7. Stock Options (Details 2) | Mar. 31, 2016$ / sharesshares |
Number of Options Outstanding | 28,600,000 |
Number of options exercisable | 15,350,000 |
February 25, 2017 | |
Weighed average exercise price ending | $ / shares | $ 0.04 |
Number of Options Outstanding | 2,000,000 |
Number of options exercisable | |
February 24, 2018 | |
Weighed average exercise price ending | $ / shares | $ 0.05 |
Number of Options Outstanding | 1,000,000 |
Number of options exercisable | 1,000,000 |
February 25, 2020 | |
Weighed average exercise price ending | $ / shares | $ 0.04 |
Number of Options Outstanding | 4,000,000 |
Number of options exercisable | 4,000,000 |
February 28, 2020 | |
Weighed average exercise price ending | $ / shares | $ 0.04 |
Number of Options Outstanding | 5,000,000 |
Number of options exercisable | 5,000,000 |
June 30, 2017 | |
Weighed average exercise price ending | $ / shares | $ 0.10 |
Number of Options Outstanding | 1,000,000 |
Number of options exercisable | 1,000,000 |
June 30, 2018 | |
Weighed average exercise price ending | $ / shares | $ 0.10 |
Number of Options Outstanding | 600,000 |
Number of options exercisable | 600,000 |
December 31, 2019 | |
Weighed average exercise price ending | $ / shares | $ 0.08 |
Number of Options Outstanding | 15,000,000 |
Number of options exercisable | 3,750,000 |
7. Stock Options (Details Narra
7. Stock Options (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Aggregate intrinsic value | $ 110,000 | $ 350,000 | |
Weighted average fair value of stock options granted per share | $ 0.05 | $ 0.03 | |
Options | |||
Common stock granted | 16,600,000 | ||
Common Stock | |||
Common stock granted | 2,000,000 |
8. Warrants (Details)
8. Warrants (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Outstanding, ending | 28,600,000 |
Warrant | |
Outstanding, beginning | 8,700,000 |
Warrants expired | (2,200,000) |
Outstanding, ending | 6,500,000 |
Weighted Average Exercise Price beginning | $ / shares | $ 0.11 |
Weighted Average Exercise Price warrants expired | $ / shares | 0.10 |
Weighted Average Exercise Price ending | $ / shares | $ 0.11 |
8. Warrants (Details 1)
8. Warrants (Details 1) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Number of Warrants | 6,500,000 |
Warrant One | |
Number of Warrants | 500,000 |
Warrant Exercise Price | $ / shares | $ 0.25 |
Expiry Date | November 8, 2018 |
Warrant Two | |
Number of Warrants | 6,000,000 |
Warrant Exercise Price | $ / shares | $ 0.10 |
Expiry Date | April 22, 2020 |
9. Stockholders' Equity (Detail
9. Stockholders' Equity (Details Narrative) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Stockholders' Equity Note [Abstract] | ||
Common Stock, Par Value Per Share | $ 0.0000053 | $ 0.0000053 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Dividends declared |
10. Related Party Transaction35
10. Related Party Transactions and Balances (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Accounts payable and accrued liabilities | $ 89,529 | $ 45,388 |
Clarence Smith (CEO) | ||
Accounts payable and accrued liabilities | $ 170 | $ 327 |
10. Related Party Transaction36
10. Related Party Transactions and Balances (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Professional fees | $ 66,507 | $ 74,324 | |
Payment to CFO | 12,000 | ||
Director | |||
Professional fees | $ 4,000 |