Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2018shares | |
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 | Sep. 30, 2018 |
Trading Symbol | pktx |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Current Reporting Status | Yes |
Entity Small Business | true |
Entity Ex Transition Period | false |
Is Entity Emerging Growth Company? | false |
Entity Common Stock, Shares Outstanding | 257,952,433 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2,018 |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 110,497 | $ 302,942 |
Prepaid expenses and deposits (Notes 3 and 11) | 11,084 | 62,127 |
Total current assets | 121,581 | 365,069 |
Intangible assets (Note 4) | 178,724 | 153,028 |
Total assets | 300,305 | 518,097 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 5,020 | 26,906 |
Promissory notes payable (Note 10) | 0 | 117,656 |
Total current liabilities | 5,020 | 144,562 |
Stockholders' Equity | ||
Common stock, $0.0000053 par value; 400,000,000 common shares authorized; 257,952,433 and 251,352,433 shares issued and outstanding as at September 30, 2018 and December 31, 2017 respectively (Note 9) | 1,379 | 1,344 |
Additional paid-in capital | 31,450,486 | 30,506,094 |
Accumulated deficit | (31,156,580) | (30,133,903) |
Total stockholders' equity | 295,285 | 373,595 |
Total liabilities and stockholders' equity | $ 300,305 | $ 518,097 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
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 | 257,952,433 | 251,352,433 |
Common Stock, Shares, Outstanding | 257,952,433 | 251,352,433 |
STATEMENTS OF OPERATIONS (Unaud
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
EXPENSES | ||||
Amortization - intangible assets | $ 750 | $ 750 | $ 2,250 | $ 2,250 |
General and administrative | 13,723 | 12,500 | 56,757 | 74,437 |
Professional fees | 30,001 | 42,549 | 98,274 | 109,823 |
Research and development | 92,823 | 72,857 | 247,896 | 228,130 |
Share-based compensation | 234,476 | 170,536 | 614,427 | 587,077 |
Total | (371,773) | (299,192) | (1,019,604) | (1,001,717) |
OTHER ITEM | ||||
Foreign exchange loss | (2) | (100) | (3,073) | (4,334) |
Net loss for the period | $ (371,775) | $ (299,292) | $ (1,022,677) | $ (1,006,051) |
Net loss per common share (basic and diluted) | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of common shares outstanding (basic and diluted) | 257,952,433 | 247,148,085 | 255,722,222 | 245,315,070 |
STATEMENT OF STOCKHOLDERS' EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2017 | 251,352,433 | |||
Beginning Balance, Amount at Dec. 31, 2017 | $ 1,344 | $ 30,506,094 | $ (30,133,903) | $ 373,595 |
Issuance of common stock pursuant to private placement offering, shares | 4,240,760 | |||
Issuance of common stock pursuant to private placement offering, amount | $ 22 | 212,016 | 212,038 | |
Issuance of common stock pursuant to settlement of promissory notes, shares | 2,359,240 | |||
Issuance of common stock pursuant to settlement of promissory notes, amount | $ 13 | 117,949 | 117,962 | |
Fair value of compensatory options issued | 614,427 | 614,427 | ||
Net loss for the period | (1,022,677) | (1,022,677) | ||
Ending Balance, Shares at Sep. 30, 2018 | 257,952,433 | |||
Ending Balance, Amount at Sep. 30, 2018 | $ 1,379 | $ 31,450,486 | $ (31,156,580) | $ 295,285 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS USED IN OPERATING ACTIVITIES | ||
Net loss for the period | $ (1,022,677) | $ (1,006,051) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Amortization - intangible assets | 2,250 | 2,250 |
Fair value of compensatory options granted | 614,427 | 587,077 |
Interest accrued | 306 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and deposits | (51,043) | (42,953) |
Accounts payable and accrued liabilities | (21,886) | (25,034) |
Net cash used in operating activities | (376,537) | (484,711) |
CASH FLOWS USED IN INVESTING ACTIVITIES | ||
Purchase of Intangible assets | (27,946) | (40,176) |
Net cash used in investing activities | (27,946) | (40,176) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance of common stock for cash | 212,038 | 540,000 |
Net cash from financing activities | 212,038 | 540,000 |
Net change in cash | (192,445) | (15,113) |
Cash, beginning of period | 302,942 | 371,029 |
Cash, end of period | 110,497 | 386,142 |
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Supplementary information - non-cash transactions: | ||
Common stock issued to settle promissory notes | 117,962 | 0 |
Intangible asset costs previously included in accounts payable and accrued liabilities | 0 | 3,631 |
Intangible asset costs previously included in prepaid expenses and deposits | 0 | 15,614 |
Intangible asset costs included in accounts payable and accrued liabilities | $ 0 | $ 3,188 |
1. Basis of Presentation - Goin
1. Basis of Presentation - Going Concern Uncertainties | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation - Going Concern Uncertainties | Note 1. Basis of Presentation – Going Concern Uncertainties ProtoKinetix, Incorporated (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). During the year ended December 31, 2016, the Company filed Form 51-105F1 – Notice – OTC Issuer Ceases to be an OTC Reporting Issuer with the British Columbia Securities Commission (“BCSC”). 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 September 30, 2018. 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 | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. 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 Company’s audited financial statements and notes thereto for the year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K, filed March 9, 2018, 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 September 30, 2018, 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 September 30, 2018, 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 Company’s patents, whereas no amortization has been recognized on the patent application costs as at September 30, 2018. 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 43,900,000 stock options (September 30, 2017 – 55,100,000), 6,500,000 warrants (September 30, 2017 – 6,500,000) 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 Company’s 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 counterparty’s 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 Accounting Standards Update 2016-01 – Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This accounting pronouncement, which went into effect December 12, 2017, is far reaching and covers several presentation areas dealing with measurement, impairment, assumptions used in estimating fair value and several other areas. The adoption of this guidance did not have a material impact on the Company’s financial statements. Accounting Standards Update 2016-02-Leases (Topic 842). This accounting pronouncement allows lessees to make an accounting policy election to not recognize a lease asset and liability for leases with a term of 12 months or less and do not have a purchase option that is expected to be exercised. This standard is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. |
3. Prepaid Expenses and Deposit
3. Prepaid Expenses and Deposits | 9 Months Ended |
Sep. 30, 2018 | |
Prepaid Expenses And Deposits | |
Prepaid Expenses and Deposits | Note 3. Prepaid Expenses and Deposits The following summarizes the Company’s prepaid expenses and deposits outstanding as at September 30, 2018 and December 31, 2017: September 30, 2018 December 31, 2017 Deposit on research agreements (Note 11(c)) $ 10,034 $ 61,077 Other prepaid expenses 1,050 1,050 $ 11,084 $ 62,127 |
4. Intangible Assets
4. Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 4. Intangible Assets Intangible asset transactions are summarized as follows: Patent Rights Patent Application Rights Total Cost Balance, December 31, 2016 $ 30,000 $ 75,181 $ 105,181 Additions - 55,347 55,347 Balance, December 31, 2017 $ 30,000 $ 130,528 $ 160,528 Additions - 27,946 27,946 Balance, September 30, 2018 $ 30,000 $ 158,474 $ 188,474 Accumulated amortization Balance, December 31, 2016 $ 4,500 $ - $ 4,500 Amortization 3,000 - 3,000 Balance, December 31, 2017 $ 7,500 $ - $ 7,500 Amortization 2,250 - 2,250 Balance, September 30, 2018 $ 9,750 $ - $ 9,750 Net carrying amounts December 31, 2017 $ 22,500 $ 130,528 $ 153,028 September 30, 2018 $ 20,250 $ 158,474 $ 178,724 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 nine month period ended September 30, 2018, the Company recorded $2,250 (2017 - $2,250) 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 has incurred $123,474 in direct costs relating to the Patent Application Rights, $27,946 of which were incurred during the nine month period ended September 30, 2018. 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. During the year ended December 31, 2016, the Company entered into a Universal Assignment with Grant Young for the assignment of his ownership of certain new and useful improvements in an invention entitled “Use of Anti-Aging Glycoprotein for Enhancing Survival of Neurosensory Precursor Cells” (the “New Patent Application Rights”). In exchange for the New Patent Application Rights, the Company agreed to pay $1 (paid). The Company incurred $2,415 in direct costs relating to the New Patent Application Rights during the year ended December 31, 2016. No amortization was recorded on the Patent Application Rights to September 30, 2018. |
5. Credit Facility
5. Credit Facility | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Credit Facility | Note 5. Credit Facility On June 16, 2016, the Company executed a line of credit arrangement for an amount of up to $250,000 with Pleasants County Bank, West Virginia. Pursuant to the terms of the line of credit, interest will accrue on the amount of credit outstanding at a rate of 1.5% above the prime rate adjusted monthly. The Company’s President and CEO pledged personal assets to secure the line of credit and the Company pledged its patent rights in the provisional patent application numbered 62287857, dated January 21, 2016, “Use of Anti-Aging Glycoprotein for Enhancing Survival of Neurosensory Precursor Cells”. During the year ended December 31, 2017, the line of credit was canceled, and the pledged assets were released. As at September 30, 2018 and December 31, 2017, the balance outstanding was $nil. |
6. Common Shares Issued for Ser
6. Common Shares Issued for Services | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Common Shares Issued for Services | Note 6. Common Shares Issued for Services During the nine month periods ended September 30, 2018 and 2017, the Company did not issue shares of common stock for services or other value. |
7. Stock Options
7. Stock Options | 9 Months Ended |
Sep. 30, 2018 | |
Stock Options | |
Stock Options | Note 7. Stock Options On December 30, 2016, the Board of Directors of the Company adopted the 2017 Stock Option and Stock Bonus Plan (the “2017 Plan”). The Board of Directors adopted the 2017 Plan as it anticipates utilizing equity compensation as part of its ongoing standard corporate operations and in connection with its contemplated activities going forward. The aggregate number of shares that may be issued under the 2017 Plan is 30,000,000 shares subject to adjustment as provided therein. The 2017 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. Options which are not intended to qualify as incentive options are referred to as non-qualified options. As of September 30, 2018, 25,600,000 options and no shares of common stock have been granted and are outstanding under the 2017 Plan. The 2017 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 2017 Plan. The committee may determine the purchase price of the shares of common stock covered by each option. The committee also may impose additional conditions or restrictions not inconsistent with the provisions of the 2017 Plan. The committee may adopt, amend and rescind such rules and regulations as in its opinion may be advisable for the administration of the 2017 Plan. In the event that a change, such as a stock split, is made in the Company’s 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 2017 Plan shall terminate as of a date fixed by the committee. The exercise price of any option granted under the 2017 Plan must be no less than 100% of the “fair market value” of the Company’s common stock on the date of grant. The exercise period of any option shall not exceed ten years from the date of grant of the option. Any incentive stock option granted under the 2017 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 and the term shall be for no more than five years. Stock option transactions are summarized as follows: Number of Stock Options Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Life $ $ (Years) Outstanding, December 31, 2017 44,100,000 0.06 0.05 Options expired (1,600,000 ) 0.07 0.03 Options granted 1,400,000 0.07 0.09 Outstanding, September 30, 2018 43,900,000 0.06 0.05 2.05 The fair values of the stock options granted during the nine month periods ended September 30, 2018 and 2017 were estimated using the Black-Scholes Option Pricing Model for total share-based compensation expense of $614,427 (2017 - $587,077). The weighted average assumptions used in the pricing model for these options are as follows: September 30, 2018 September 30, 2017 Risk-free interest rate 1.51 % 1.05 % Dividend yield 0.00 % 0.00 % Expected stock price volatility 125.00 % 125.00 % Expected forfeiture rate 0.00 % 0.00 % Expected life 3.61 years 3.46 years The following non-qualified stock options were outstanding and exercisable at September 30, 2018: Expiry date Exercise Price Number of Options Outstanding Number of Options Exercisable $ February 25, 2020 0.04 2,000,000 - February 28, 2020 0.04 5,000,000 5,000,000 December 31, 2019 0.08 11,000,000 11,000,000 October 05, 2018 0.08 300,000 300,000 December 31, 2020 0.05 12,200,000 12,200,000 August 31, 2021 0.06 11,000,000 11,000,000 November 14, 2021 0.07 1,000,000 750,000 December 31, 2022 0.06 800,000 600,000 August 31, 2023 0.08 600,000 - 43,900,000 40,850,000 As at September 30, 2018, the aggregate intrinsic value of the Company’s stock options is $2,209,000 (December 31, 2017 – $272,000). The weighted average fair value of stock options granted during the nine month period ended September 30, 2018 is $0.09 (2017 - $0.06). |
8. Warrants
8. Warrants | 9 Months Ended |
Sep. 30, 2018 | |
Warrants | |
Warrants | Note 8. Warrants Warrant transactions for the nine month periods ended September 30, 2018 are summarized as follows: Number of Warrants Weighted Average Exercise Price Balance, December 31, 2017 and September 30, 2018 6,500,000 $ 0.11 The following warrants were outstanding and exercisable as at September 30, 2018: 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 | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 9. Stockholders’ Equity The Company is authorized to issue 400,000,000 (December 31, 2017 – 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 September 30, 2018 (December 31, 2017 - $nil). During the nine month period ended September 30, 2018, the Company: a) Issued 4,240,760 shares of common stock to investors at $0.05 for gross proceeds of $212,038. b) Issued 2,359,240 shares of common stock to the Company’s President and CEO to settle two promissory notes (plus accrued interest) totaling $117,962. No gain or loss was realized on this transaction. |
10. Related Party Transactions
10. Related Party Transactions and Balances | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Balances | Note 10. Related Party Transactions and Balances During the nine months ended September 30, 2017, the Company: a) Entered into a consulting agreement with an effective date of January 1, 2017 with the Company’s President and CEO whereby he will be compensated at a nominal amount of $1 for services through to December 31, 2017. The agreement also stipulated a termination fee that would pay the Company’s 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 stipulated that he would be entitled to a bonus payment equal to 2.5% of the aggregate transaction value of a 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, 2020 at a price of $0.05 per share. The options vested in equal instalments on a quarterly basis beginning March 31, 2017. On September 1, 2017, the consulting agreement was amended to continue the term of the agreement until December 31, 2018 and thereafter to automatically renew. The consulting agreement was also amended to grant an additional 5,000,000 stock options exercisable into common shares of the Company until August 31, 2021 at a price of $0.06 per share (Note 7). The options vest quarterly in equal installments beginning December 31, 2017. b) Entered into a consulting agreement with an effective date of January 1, 2017 with the Company’s former CFO whereby she was to be compensated at a monthly fee of $6,000 for services through to December 31, 2017. The agreement also stipulated a termination fee that would pay the Company’s CFO $72,000 per year of service (including the pro-rata amount for partial years of service) if terminated without cause or 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, 2020 at a price of $0.05 per share (Note 7). The options vested in equal instalments on a quarterly basis beginning March 31, 2017. A total of $54,000 was paid to the Company’s CFO during the period ended September 30, 2017. c) Entered into a directorship agreement with an effective date of January 1, 2017 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, 2020 at a price of $0.05 per share (Note 7). The options vested in equal instalments on a quarterly basis beginning March 31, 2017. On September 1, 2017, the consulting agreement was amended to continue the term of the agreement until December 31, 2018 and thereafter to automatically renew. The consulting agreement was also amended to grant an additional 1,000,000 stock options exercisable into common shares of the Company until August 31, 2021 at a price of $0.06 per share (Note 7). The options vest quarterly in equal installments beginning December 31, 2017. d) Recognized $297,412 in share-based compensation associated with stock options granted to key management personnel. During the nine months ended September 30, 2018, the Company: a) On November 14, 2017, the Company entered into a consulting agreement with the newly appointed CFO whereby he will be compensated at a monthly fee of $5,000. Pursuant to the agreement, he was also granted 1,000,000 stock options exercisable into common shares of the Company until November 14, 2021 at a price of $0.07 per share (Note 7). The options vest in equal instalments on a quarterly basis beginning February 14, 2018. A total of $45,000 was paid or accrued to the Company’s CFO during the period ended September 30, 2018 which is included in professional fees. b) Issued a total of 2,359,240 shares of common stock to its President and CEO as settlement of principal and interest owing on two promissory notes (Note 9). c) Recognized $297,044 in share-based compensation associated with stock options granted to key management personnel. As at September 30, 2018 and December 31, 2017, the following amounts are due to related parties: September 30, 2018 December 31, 2017 Clarence Smith (CEO) Promissory notes payable (and interest) $ - $ 117,656 |
11. Commitments and Contingency
11. Commitments and Contingency | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingency | Note 11. Commitments and Contingency As at September 30, 2018, the Company has the following commitments: a) Entered into a consulting agreement with an effective date of January 1, 2017 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, 2020 at a price of $0.05 per share (Note 7). The options vest in equal instalments on a quarterly basis beginning March 31, 2017. On September 1, 2017 the consulting agreement was amended to continue the term of the agreement until December 31, 2018 and thereafter to automatically renew. The consulting agreement was also amended to grant an additional 5,000,000 stock options exercisable into common shares of the Company until August 31, 2021 at a price of $0.06 per share (Note 7). The options vested quarterly in equal installments beginning December 31, 2017. b) Entered into a consulting agreement for business development services effective January 1, 2017. The consultant was granted 1,200,000 stock options exercisable into common shares of the Company at a price of $0.05 per share until December 31, 2020 (Note 7). The options vest in equal instalments on a quarterly basis beginning March 31, 2017. c) Entered into a Collaborative Research Agreement (the “CREA”) effective May 31, 2016 with The University of British Columbia (“UBC”) for a term of 2 years. Pursuant to the CREA, the Company paid a total of CAD $169,000 ($131,448) in advance for services to be provided by UBC in the first year, as well as an additional CAD $201,500 ($146,585) within 12 months from the effective date of the CREA in advance of services to be provided by UBC in the second year. The CREA can be terminated by either party with 30 days’ written notice. As at September 30, 2018, a total of $Nil is included in prepaid expenses and deposits (December 31, 2017 - $61,077). On January 4, 2018, the Company entered into an additional agreement with UBC. Pursuant to this additional agreement, the Company paid CAD $50,001 ($40,140) for research services to be provided over a term of 1 year. As at September 30, 2018, a total of $10,034 is included in prepaid expenses and deposits pertaining to this additional agreement. On June 29, 2018, the Company entered into an additional agreement with UBC. Pursuant to this additional agreement, the Company paid CAD $54,600 ($41,369) for research services to be provided with an additional installment due in December 2018. As of September 30, 2018, a total of $Nil remains in prepaid expenses and deposits pertaining to this agreement. d) Entered into a consulting agreement effective January 1, 2018, whereby the Company would pay the consultant $1,000 per month for a term of 1 year, unless otherwise terminated by either party with at least 30 days’ notice, for providing public relations services. The consultant was also granted 400,000 stock options exercisable into common shares of the Company until December 31, 2022 at a price of $0.06 per share (Note 7). The options vest in equal instalments on a quarterly basis beginning March 31, 2018. e) 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 had the right to buy out all of the University’s Royalty for consideration of the aggregate sum of CAD $5,000,000, however, the option expired during the year ended December 31, 2017. f) 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, continued on a year-to-year basis thereafter unless otherwise terminated by either party with at least 30 days’ notice for providing research and development services. During the nine month period ended September 30, 2017 the contract was revised whereby the Company would pay the consultant CAD $4,000 per month retroactively beginning January 1, 2017. 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. On November 30, 2017, the Company received a letter from the IRS concluding their review of the Company’s tax returns under the program and accepting the returns as filed. No penalties have been assessed by the IRS to date, and management does not believe that the Company will incur any penalties relating to the tax years submitted under the program. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 Company’s audited financial statements and notes thereto for the year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K, filed March 9, 2018, 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 | 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 Cash consists of funds held in checking accounts. Cash balances may exceed federally insured limits from time to time. |
Fair Value of Financial Instruments | 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 September 30, 2018, there were no other assets or liabilities subject to additional disclosure. |
Income Taxes | 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 | 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 September 30, 2018, 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 Company’s patents, whereas no amortization has been recognized on the patent application costs as at September 30, 2018. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. |
Loss per Share and Potentially Dilutive Securities | 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 43,900,000 stock options (September 30, 2017 – 55,100,000), 6,500,000 warrants (September 30, 2017 – 6,500,000) 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 | 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 Company’s 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 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 counterparty’s 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 | 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 | Recent Accounting Pronouncements Accounting Standards Update 2016-01 – Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This accounting pronouncement, which went into effect December 12, 2017, is far reaching and covers several presentation areas dealing with measurement, impairment, assumptions used in estimating fair value and several other areas. The adoption of this guidance did not have a material impact on the Company’s financial statements. Accounting Standards Update 2016-02-Leases (Topic 842). This accounting pronouncement allows lessees to make an accounting policy election to not recognize a lease asset and liability for leases with a term of 12 months or less and do not have a purchase option that is expected to be exercised. This standard is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. |
3. Prepaid Expenses and Depos_2
3. Prepaid Expenses and Deposits (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Prepaid Expenses And Deposits Tables | |
Prepaid expenses and deposits | September 30, 2018 December 31, 2017 Deposit on research agreements (Note 11(c)) $ 10,034 $ 61,077 Other prepaid expenses 1,050 1,050 $ 11,084 $ 62,127 |
4. Intangible Assets (Tables)
4. Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible asset transactions | Patent Rights Patent Application Rights Total Cost Balance, December 31, 2016 $ 30,000 $ 75,181 $ 105,181 Additions - 55,347 55,347 Balance, December 31, 2017 $ 30,000 $ 130,528 $ 160,528 Additions - 27,946 27,946 Balance, September 30, 2018 $ 30,000 $ 158,474 $ 188,474 Accumulated amortization Balance, December 31, 2016 $ 4,500 $ - $ 4,500 Amortization 3,000 - 3,000 Balance, December 31, 2017 $ 7,500 $ - $ 7,500 Amortization 2,250 - 2,250 Balance, September 30, 2018 $ 9,750 $ - $ 9,750 Net carrying amounts December 31, 2017 $ 22,500 $ 130,528 $ 153,028 September 30, 2018 $ 20,250 $ 158,474 $ 178,724 |
7. Stock Options (Tables)
7. Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Stock Options | |
Schedule of Share-based Compensation, Stock Options, Activity | Number of Stock Options Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Life $ $ (Years) Outstanding, December 31, 2017 44,100,000 0.06 0.05 Options expired (1,600,000 ) 0.07 0.03 Options granted 1,400,000 0.07 0.09 Outstanding, September 30, 2018 43,900,000 0.06 0.05 2.05 |
Schedule of valuation assumptions for options | September 30, 2018 September 30, 2017 Risk-free interest rate 1.51 % 1.05 % Dividend yield 0.00 % 0.00 % Expected stock price volatility 125.00 % 125.00 % Expected forfeiture rate 0.00 % 0.00 % Expected life 3.61 years 3.46 years |
Schedule of options by exercise price | Expiry date Exercise Price Number of Options Outstanding Number of Options Exercisable $ February 25, 2020 0.04 2,000,000 - February 28, 2020 0.04 5,000,000 5,000,000 December 31, 2019 0.08 11,000,000 11,000,000 October 05, 2018 0.08 300,000 300,000 December 31, 2020 0.05 12,200,000 12,200,000 August 31, 2021 0.06 11,000,000 11,000,000 November 14, 2021 0.07 1,000,000 750,000 December 31, 2022 0.06 800,000 600,000 August 31, 2023 0.08 600,000 - 43,900,000 40,850,000 |
8. Warrants (Tables)
8. Warrants (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Warrants | |
Schedule of Warrant Activity | Number of Warrants Weighted Average Exercise Price Balance, December 31, 2017 and September 30, 2018 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 Transaction_2
10. Related Party Transactions and Balances (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | September 30, 2018 December 31, 2017 Clarence Smith (CEO) Promissory notes payable (and interest) $ - $ 117,656 |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Details Narrative) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 6,500,000 | 6,500,000 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 43,900,000 | 55,100,000 |
3. Prepaid Expenses and Depos_3
3. Prepaid Expenses and Deposits (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Prepaid Expenses And Deposits Details | ||
Deposit on research agreement (Note 11(c)) | $ 10,034 | $ 61,077 |
Other prepaid expenses | 1,050 | 1,050 |
Prepaid expenses and deposits | $ 11,084 | $ 62,127 |
4. Intangible Assets (Details)
4. Intangible Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Cost | ||
Beginning balance | $ 160,528 | $ 105,181 |
Additions | 27,946 | 55,347 |
Ending balance | 188,474 | 160,528 |
Accumulated amortization | ||
Beginning balance | 7,500 | 4,500 |
Amortization | 2,250 | 3,000 |
Ending balance | 750 | 7,500 |
Net carrying amounts | 178,724 | 153,028 |
Patent Rights [Member] | ||
Cost | ||
Beginning balance | 30,000 | 30,000 |
Additions | 0 | 0 |
Ending balance | 30,000 | 30,000 |
Accumulated amortization | ||
Beginning balance | 7,500 | 4,500 |
Amortization | 2,250 | 3,000 |
Ending balance | 750 | 7,500 |
Net carrying amounts | 20,250 | 22,500 |
Patent Application Rights [Member] | ||
Cost | ||
Beginning balance | 130,528 | 75,181 |
Additions | 27,946 | 55,347 |
Ending balance | 158,474 | 130,528 |
Accumulated amortization | ||
Beginning balance | 0 | 0 |
Amortization | 0 | 0 |
Ending balance | 0 | 0 |
Net carrying amounts | $ 158,474 | $ 130,528 |
4. Intangible Assets (Details N
4. Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2016 | |
Amortization - intangible assets | $ 750 | $ 750 | $ 2,250 | $ 2,250 | |
Patent Rights [Member] | |||||
Amortization - intangible assets | 0 | ||||
Direct cost | $ 27,946 | $ 2,415 |
5. Credit Facility (Details Nar
5. Credit Facility (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Line of credit | $ 0 | $ 0 |
6. Common Shares Issued for S_2
6. Common Shares Issued for Services (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of Shares | 0 | 0 |
Value per Share | $ .00 | $ .00 |
Total | $ 0 | $ 0 |
7. Stock Options (Details)
7. Stock Options (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Outstanding, ending | 43,900,000 | |
Weighted Average Fair Value, granted | $ 0.09 | $ 0.06 |
Stock options | ||
Outstanding, beginning | 44,100,000 | |
Options expired | (1,600,000) | |
Options granted | 1,400,000 | |
Outstanding, ending | 43,900,000 | |
Weighted Average Exercise Price beginning | $ 0.06 | |
Weighted Average Exercise Price, expired | 0.07 | |
Weighted Average Exercise Price, granted | 0.07 | |
Weighted Average Exercise Price ending | 0.06 | |
Weighted Average Fair Value, beginning | 0.05 | |
Weighted Average Fair Value, expired | 0.03 | |
Weighted Average Fair Value, granted | 0.08 | |
Weighted Average Fair Value, ending | $ 0.05 | |
Weighted Average Remaining Life (Years) | 2 years 18 days |
7. Stock Options (Details 1)
7. Stock Options (Details 1) - Stock options | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Risk-free interest rate | 1.51% | 1.05% |
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 7 months 10 days | 3 years 5 months 16 days |
7. Stock Options (Details 2)
7. Stock Options (Details 2) | Sep. 30, 2018$ / sharesshares |
Number of Options Outstanding | 43,900,000 |
Number of options exercisable | 40,850,000 |
February 25, 2020 | |
Exercise Price | $ / shares | $ 0.04 |
Number of Options Outstanding | 2,000,000 |
Number of options exercisable | 0 |
February 28, 2020 | |
Exercise Price | $ / shares | $ 0.04 |
Number of Options Outstanding | 5,000,000 |
Number of options exercisable | 5,000,000 |
December 31, 2019 | |
Exercise Price | $ / shares | $ 0.08 |
Number of Options Outstanding | 11,000,000 |
Number of options exercisable | 11,000,000 |
October 05, 2018 | |
Exercise Price | $ / shares | $ 0.08 |
Number of Options Outstanding | 300,000 |
Number of options exercisable | 300,000 |
December 31, 2020 | |
Exercise Price | $ / shares | $ 0.05 |
Number of Options Outstanding | 12,200,000 |
Number of options exercisable | 12,200,000 |
August 31, 2021 | |
Exercise Price | $ / shares | $ 0.06 |
Number of Options Outstanding | 11,000,000 |
Number of options exercisable | 11,000,000 |
November 14, 2021 | |
Exercise Price | $ / shares | $ 0.07 |
Number of Options Outstanding | 1,000,000 |
Number of options exercisable | 750,000 |
December 31, 2022 | |
Exercise Price | $ / shares | $ 0.06 |
Number of Options Outstanding | 800,000 |
Number of options exercisable | 600,000 |
August 31, 2023 | |
Exercise Price | $ / shares | $ 0.08 |
Number of Options Outstanding | 600,000 |
Number of options exercisable |
7. Stock Options (Details Narra
7. Stock Options (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Share Based Compensation expense | $ 234,476 | $ 170,536 | $ 614,427 | $ 587,077 | |
Aggregate intrinsic value | $ 2,209,000 | $ 2,209,000 | $ 272,000 | ||
Weighted average fair value of stock options granted per share | $ 0.09 | $ 0.06 | |||
Common Stock | |||||
Common stock granted | 0 | 0 | |||
Stock options | |||||
Common stock granted | 25,600,000 | 25,600,000 | |||
Weighted average fair value of stock options granted per share | $ 0.08 |
8. Warrants (Details)
8. Warrants (Details) | Sep. 30, 2018$ / sharesshares |
Notes to Financial Statements [Abstract] | |
Warrant outstanding, ending | shares | 6,500,000 |
Warrant weighted average exercise price | $ / shares | $ 0.11 |
8. Warrants (Details 1)
8. Warrants (Details 1) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Number of Warrants | shares | 6,500,000 |
Warrant Exercise Price | $ / shares | $ 0.11 |
Warrant One | |
Number of Warrants | shares | 500,000 |
Warrant Exercise Price | $ / shares | $ 0.25 |
Expiry Date | November 8, 2018 |
Warrant Two | |
Number of Warrants | shares | 6,000,000 |
Warrant Exercise Price | $ / shares | $ 0.10 |
Expiry Date | April 22, 2020 |
9. Stockholders' Equity (Detail
9. Stockholders' Equity (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Common Stock, Par Value Per Share | $ 0.0000053 | $ 0.0000053 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Dividends declared | $ 0 | $ 0 |
Issuance of common stock pursuant to settlement of promissory notes, amount | $ 117,962 | |
Clarence Smith (CEO) | ||
Issuance of common stock pursuant to settlement of promissory notes, shares | 2,359,240 | |
Issuance of common stock pursuant to settlement of promissory notes, amount | $ 117,962 | |
Investors | ||
Common stock issued | 4,240,760 | |
Share price | $ 0.05 | |
Gross proceeds from issue of common stock | $ 212,038 |
10. Related Party Transaction_3
10. Related Party Transactions and Balances (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Promissory notes payable (and interest) | $ 0 | $ 117,656 |
Clarence Smith (CEO) | ||
Promissory notes payable (and interest) | $ 0 | $ 117,656 |
10. Related Party Transaction_4
10. Related Party Transactions and Balances (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Related Party Transactions [Abstract] | ||
Share based Compensation | $ 297,044 | $ 297,412 |
Payment to CFO | $ 45,000 | $ 54,000 |
11. Commitments and Contingen_2
11. Commitments and Contingency (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Commitments And Contingency Details Narrative | ||
Prepaid expenses | $ 0 | $ 61,077 |