Document_and_Entity_Informatio
Document and Entity Information | 12 Months Ended |
Dec. 31, 2014 | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | QWICK MEDIA INC. |
Entity Central Index Key | 1128790 |
Trading Symbol | qwikf |
Entity Current Reporting Status | Yes |
Current Fiscal Year End Date | -19 |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Entity Common Stock, Shares Outstanding | 71,128,456 |
Document Type | 20-F |
Document Period End Date | 31-Dec-14 |
Amendment Flag | FALSE |
Document Fiscal Year Focus | 2014 |
Document Fiscal Period Focus | FY |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current | ||
Cash | $129,319 | $241,327 |
Receivables | 218,740 | 182,262 |
Loans receivable | 97,672 | |
Accrued interest receivable | 3,879 | |
Inventory | 114,694 | 230,593 |
Prepaid expenses | 25,842 | 2,161 |
Total Current Assets | 590,146 | 656,343 |
Property and Equipment | 23,457 | 37,077 |
Total Assets | 613,603 | 693,420 |
Current | ||
Accounts payable and accrued liabilities | 105,637 | 124,805 |
Due to related parties | 6,340,101 | 4,529,913 |
Accrued dividends payable | 632,830 | 430,035 |
Total Liabilities | 7,078,568 | 5,084,753 |
Redeemable Preferred Shares | 2,027,945 | 2,027,945 |
SHAREHOLDERS' DEFICIENCY | ||
Share Capital Authorized: 400,000,000 common shares, $0.001 par value; 100,000,000 preferred shares, $0.001 par value, and series as determined by directors. Issued: 71,128,456 common shares at December 31, 2014 and 2013 | 71,128 | 71,128 |
Additional Paid-in Capital | 4,881,391 | 4,835,551 |
Deficit | -13,445,429 | -11,325,957 |
Total Shareholders' Deficiency | -8,492,910 | -6,419,278 |
Total Liabilities and Shareholders' Deficiency | $613,603 | $693,420 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares issued | 71,128,456 | 71,128,456 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement [Abstract] | |||
Revenue | $89,526 | $110,553 | $146,619 |
Expenses | |||
Advertising and promotion | 8,223 | 13,402 | 89,126 |
Amortization | 14,954 | 43,620 | 42,918 |
Consulting fees | 57,701 | 32,075 | 94,880 |
Filing fees | 11,239 | 12,839 | 11,730 |
Foreign exchange | -50,759 | 84,791 | -17,380 |
Interest and bank charges | 208,909 | 208,076 | 210,352 |
Inventory costs | 147,176 | 254,342 | 25,062 |
Management fees | 214,621 | 241,701 | 256,962 |
Office and administrative | 205,244 | 271,134 | 403,223 |
Professional fees | 125,705 | 192,171 | 159,262 |
Rent | 195,255 | 221,568 | 203,931 |
Salaries, wages and benefits | 979,960 | 1,091,594 | 1,675,220 |
Travel | 94,864 | 90,068 | 124,285 |
Total Expenses | 2,213,092 | 2,757,381 | 3,279,571 |
Operating Loss | -2,123,566 | -2,646,828 | -3,132,952 |
Other Income | |||
Interest income | 4,094 | ||
Net Loss For The Year | ($2,119,472) | ($2,646,828) | ($3,132,952) |
Basic And Diluted Loss Per Common Share (in dollars per share) | ($0.03) | ($0.04) | ($0.04) |
Weighted Average Number Of Common Shares Outstanding (in shares) | 71,128,456 | 71,128,456 | 71,128,456 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash Flows (Used In) Provided By: Operating Activities | |||
Net loss for the year | ($2,119,472) | ($2,646,828) | ($3,132,952) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization | 14,954 | 43,620 | 42,918 |
Share-based compensation | 45,840 | 9,452 | 81,178 |
Accrued interest receivable | -3,879 | ||
Changes in operating assets and liabilities: | |||
Receivables | -36,478 | -29,699 | -49,680 |
Loans receivable | -97,672 | ||
Prepaid expenses | -23,681 | -1,271 | 48,621 |
Inventory | 115,899 | 113,615 | -47,826 |
Due to related parties | 1,810,188 | 2,455,953 | 2,243,364 |
Accrued dividends payable | 202,795 | 202,794 | 203,350 |
Accounts payable and accrued liabilities | -19,168 | -49,589 | 62,562 |
Net cash (used in) provided by operating activities | -110,674 | 98,047 | -548,465 |
Investing Activity | |||
Purchase of equipment | -1,334 | -36,830 | |
Net cash used in investing activity | -1,334 | -36,830 | |
Net (Decrease) Increase In Cash | -112,008 | 98,047 | -585,295 |
Cash, Beginning Of Year | 241,327 | 143,280 | 728,575 |
Cash, End Of Year | $129,319 | $241,327 | $143,280 |
CONSOLIDATED_STATEMENTS_OF_SHA
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY) (USD $) | COMMON SHARES | Additional Paid-in Capital | Deficit | Total |
Balance at Dec. 31, 2011 | $71,128 | $4,744,921 | ($5,546,177) | ($730,128) |
Balance (in shares) at Dec. 31, 2011 | 71,128,456 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation | 81,178 | 81,178 | ||
Net loss for the year | -3,132,952 | -3,132,952 | ||
Balance at Dec. 31, 2012 | 71,128 | 4,826,099 | -8,679,129 | -3,781,902 |
Balance (in shares) at Dec. 31, 2012 | 71,128,456 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation | 9,452 | 9,452 | ||
Net loss for the year | -2,646,828 | -2,646,828 | ||
Balance at Dec. 31, 2013 | 71,128 | 4,835,551 | -11,325,957 | -6,419,278 |
Balance (in shares) at Dec. 31, 2013 | 71,128,456 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Share-based compensation | 45,840 | 45,840 | ||
Net loss for the year | -2,119,472 | -2,119,472 | ||
Balance at Dec. 31, 2014 | $71,128 | $4,881,391 | ($13,445,429) | ($8,492,910) |
Balance (in shares) at Dec. 31, 2014 | 71,128,456 |
NATURE_OF_OPERATIONS_AND_GOING
NATURE OF OPERATIONS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2014 | |
Nature Of Operations And Going Concern [Abstract] | |
NATURE OF OPERATIONS AND GOING CONCERN | 1. NATURE OF OPERATIONS AND GOING CONCERN |
a) Organization | |
Qwick Media Inc. (the "Company") is governed by the corporate laws of the Cayman Islands. It is currently a reporting issuer in the Provinces of British Columbia and Ontario, Canada. Principal executive offices are located in Vancouver, British Columbia, Canada. The registered office is in the Cayman Islands. | |
The Company was incorporated on October 5, 2000 under the laws of the State of Nevada. Effective June 26, 2006, it re-domiciled from the State of Nevada to the State of Washington. Effective July 7, 2009, it re-domiciled from the State of Washington to the State of Wyoming for the sole purpose of effecting a continuance to the Cayman Islands. Effective July 28, 2009, the Company re-domiciled to the Cayman Islands and became a foreign private issuer with the United States Securities and Exchange Commission (the "SEC"). | |
On October 6, 2009, the Company changed its name from "Tuscany Minerals, Ltd." to "Tuscany Minerals Ltd.". On June 22, 2010, the Company changed its name to "Qwick Media Inc.". | |
On January 28, 2011, the Company completed the acquisition of Qeyos Ad Systems Inc. ("Qeyos"), pursuant to which it acquired all of the issued and outstanding common shares of Qeyos from its shareholders in exchange for the issuance of a total of 4,789,035 common shares of the Company on the basis of one common share for each common share of Qeyos. As a result of the acquisition of the Qeyos shares, the Company ceased to be a shell company and is now in the business of developing interactive proprietary software, intellectual property and hardware. | |
For accounting purposes, the acquisition was accounted for at historical carrying values in a manner similar to the pooling of interests method, since the chief executive officer and controlling shareholder of the Company was also the chief executive officer and controlling shareholder of Qeyos. Transfers or exchanges of equity instruments between entities under common control are recorded at the carrying amount of the transferring entity at the date of transfer, and fair value, goodwill or other intangible asset adjustments are not recorded. Our consolidated financial statements and reported results of operations reflect these carryover values, and our reported results of operations and shareholders' deficiency have been retroactively restated for all periods presented to reflect the results of operations of Qeyos and the Company as if the acquisition had occurred on September 30, 2009, the date the Company and Qeyos commenced common control. | |
On April 19, 2011, the Company incorporated Wuxi Xun Fu Information Technology Co., Ltd. ("Wuxi") in the People's Republic of China. Wuxi is wholly-owned by Qeyos, making it a wholly-owned, indirect subsidiary of the Company. | |
For all periods presented, all significant inter-company accounts and transactions have been eliminated in the consolidated financial statements. | |
b) Going Concern | |
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. | |
As shown in the accompanying consolidated financial statements, the Company has incurred accumulated losses of $13,445,429 as at December 31, 2014. The future of the Company is dependent upon its ability to obtain adequate financing and upon future profitable operations. Management has plans to seek additional capital financing through private placement and a public offering of the Company's common shares and from the issuance of promissory notes. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), and are expressed in US dollars. These consolidated financial statements include the accounts of the Company and the accounts of the Company's wholly owned subsidiaries, Qeyos, incorporated in British Columbia, Canada, and Wuxi, incorporated in the People's Republic of China. The Company's fiscal year-end is December 31. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement. | |||
The consolidated financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below: | |||
a) Cash and Cash Equivalents | |||
Cash consists of cash on deposit with high quality major financial institutions. The carrying amounts approximated fair market value due to the liquidity of these deposits. For purposes of the balance sheets and statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Company had no cash equivalents at December 31, 2014 and 2013. | |||
b) Use of Estimates and Assumptions | |||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. Management evaluates estimates and judgments on an ongoing basis. Actual results could differ from these estimates. The significant areas requiring management's estimates and assumptions include the fair value of shares issued to settle debt, share-based compensation, valuation of receivables and inventory, estimated life, amortization rates and impairment of long-lived assets, valuation allowance for income tax purposes, and fair value measurement of financial instruments. | |||
c) Revenue Recognition | |||
The Company recognizes revenue when all of the following criteria are met: (1) the Company has evidence of an arrangement with a customer; (2) the Company delivers the specified products; (3) license agreement terms are fixed or determinable and free of contingencies or uncertainties that may alter the agreement such that it may not be complete and final; and (4) collection is probable. | |||
d) Software Development Costs | |||
The Company accounts for software development costs in accordance with Accounting Standards Codification ("ASC") 985-20, Software - Cost of Software to Be Sold, Leased, whereby costs for the development of new software products and substantial enhancements to existing software products are expensed as incurred until technological feasibility has been established and all research and development activities for the other components of the product or processes have been completed, at which time any additional costs are capitalized. In accordance with ASC 985-705, software modification costs to satisfy upgrades and changes in system configurations are expensed as incurred. | |||
To December 31, 2014, software development costs, comprised of salaries, wages and benefits, and direct overhead, have been charged to operations as the research and development activities for other components of the product and processes have not been completed. | |||
e) Inventory | |||
Inventory is recorded at the lower of cost or market, with cost being determined on the weighted average method. When required, a provision is made to reduce excess and obsolete inventory to estimated net realizable value. The net realizable value of inventory is generally considered to be the selling price in the ordinary course of business, less the estimated costs of completion and estimated costs to make the sale. Inventory consists of computers, general, monitors, printers, modems, and parts and enclosures. | |||
f) Equipment and Amortization | |||
Equipment is recorded at cost and amortized using the declining-balance and straight-line method at rates determined to estimate the useful lives of the assets. The annual rates used in calculating amortization are as follows: | |||
Computer hardware 30% straight-line | |||
Computer software 50% declining-balance | |||
Office furniture 20% declining-balance | |||
Equipment 30% declining-balance | |||
Leasehold improvements straight-line over the term of the lease | |||
g) Foreign Currency Translation | |||
The Company's functional currency is the U.S. dollar. Transactions in foreign currency are translated in accordance with ASC Topic 830, Foreign Currency Matters, into U.S. dollars and reported as follows: | |||
i) | monetary items at the exchange rate prevailing at the balance sheet date; | ||
ii) | non-monetary items at the historical exchange rate; | ||
iii) | revenue and expense at the average exchange rate in effect during the applicable accounting period. | ||
Gains and losses on foreign currency transactions are reported in the statements of operations. | |||
h) Basic and Diluted Loss Per Share | |||
The Company computes loss per share in accordance with ASC 260, Earnings Per Share. Under these provisions, basic loss per share is computed using the weighted average number of common shares outstanding during the periods. Diluted loss per share is computed using the weighted average number of common and potentially dilutive common shares outstanding during the period. As the Company generated net losses in the periods presented, the basic and diluted loss per share is the same, as the exercise of options or warrants would be anti-dilutive. | |||
i) Fair Value of Financial Instruments | |||
ASC 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, establish a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. | |||
These tiers are: | |||
· | Level 1 – defined as observable inputs such as quoted prices in active markets; | ||
· | Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and | ||
· | Level 3 – defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. | ||
Cash consists of cash on deposit with a high quality major financial institution. The carrying cost approximates fair value due to the liquidity of these deposits. The carrying amounts of other financial assets and liabilities, comprising receivables, loans receivable, accounts payable and accrued liabilities, and due to related parties, were a reasonable approximation of their fair value. | |||
j) Income Taxes | |||
The Company has adopted ASC 740, Income Taxes. This standard requires the use of an asset and liability approach for financial accounting, and reporting on income taxes. Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. | |||
k) Asset Impairment | |||
Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate the carrying amount may not be recoverable, pursuant to guidance established in ASC 360-50, Impairment or Disposal of Long-lived Assets. The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, assets are written down to fair value. | |||
l) Comprehensive Loss | |||
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive items in the consolidated financial statements. As at December 31, 2014, 2013 and 2012, the Company had no items that represent a comprehensive income or loss and, therefore, has not included a statement of comprehensive loss in the consolidated financial statements. | |||
m) Equity Instruments | |||
In situations where common shares are issued and the fair value of the goods or services received is not readily determinable, the fair value of the common shares is used to measure and record the transaction. The fair value of the common shares issued in exchange for the receipt of goods and services is based on the share price as of the earliest of: | |||
i) | the date at which the counterparty's performance is complete; | ||
ii) | the date at which a commitment for performance by the counterparty to earn the common shares is reached; or | ||
iii) | the date at which the common shares are issued if they are fully vested and non-forfeitable at that date. | ||
The Company has a share-based compensation plan which is described more fully in Note 7. The Company measures the compensation cost of stock options and other share-based awards to employees and directors at fair value at the grant date and recognizes compensation expense over the requisite service period for awards expected to vest. Except for transactions with employees and directors, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received, or the fair value of the equity instruments issued, whichever is more reliably measurable. Additionally, the Company has determined that the dates used to value the transaction are either: | |||
i) | The date at which a commitment for performance by the counter party to earn the equity instruments is established; or | ||
ii) | The date at which the counter party's performance is complete. | ||
n) Recent Accounting Pronouncements | |||
In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of ASU-2013-04 is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in ASU-2013-04 also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this standard are effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company's January 1, 2014 adoption of the updated guidance had no impact on the Company's consolidated financial position, results of operations or cash flows. | |||
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard are effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The Company's January 1, 2014 adoption of the updated guidance had no impact on the Company's consolidated financial position, results of operations or cash flows. | |||
In March 2013, ASC guidance was issued related to foreign currency matters to clarify the treatment of cumulative translation adjustments when a parent sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity. The updated guidance also resolves the diversity in practice for the treatment of business combinations achieved in stages in a foreign entity. The update is effective prospectively for the Company's fiscal year beginning January 1, 2014. The Company's January 1, 2014 adoption of the updated guidance had no impact on the Company's consolidated financial position, results of operations or cash flows. | |||
In July 2013, ASC guidance was issued related to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The updated guidance requires an entity to net its unrecognized tax benefits against the deferred tax assets for net operating loss carryforwards, similar tax losses, or tax credit carryforwards in the same jurisdiction. A gross presentation will be required only if such carryforwards are not available or would not be used by the entity to settle any additional income taxes resulting from disallowance of the uncertain tax position. The update is effective prospectively for the Company's fiscal year beginning January 1, 2014. The Company's January 1, 2014 adoption of the updated guidance had no impact on the Company's consolidated financial position, results of operations or cash flows. | |||
In April 2014, the FASB issued ASU No. 2014-8, Presentation of Financial Statements and Property, Plant and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The core principle of the guidance raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the new definition of a discontinued operation. The amendments in this ASU are effective prospectively for disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company does not expect this update to have a material impact on its consolidated financial statements. | |||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which modifies how all entities recognize revenue, and consolidates into one ASC Topic (ASC Topic 606, Revenue from Contracts with Customers) the current guidance found in ASC Topic 605, Revenue Recognition, and various other revenue accounting standards for specialized transactions and industries. The core principle of the guidance is that "an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services." In achieving this objective, an entity must perform five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations of the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 also clarifies how an entity should account for costs of obtaining or fulfilling a contract in a new ASC Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers. | |||
ASU 2014-09 is effective for public companies for annual periods beginning after December 15, 2016 and interim periods within those annual periods, and early adoption is not permitted. ASU 2014-09 may be applied using either a full retrospective approach, in which all years included in the financial statements are presented under the revised guidance, or a modified retrospective approach. Under the modified retrospective approach, financial statements will be prepared using the new standard for the year of adoption, but not for prior years. Under this method, entities will recognize a cumulative catch-up adjustment to the opening balance of retained earnings at the effective date for contracts that still require performance by the company and disclose all line items in the year of adoption as if they were prepared under the old revenue guidance. The Company will adopt ASU 2014-09 on January 1, 2017 and is currently evaluating the impact that this adoption will have on the consolidated financial statements. At this time, the Company has not determined the transition method that will be used. | |||
The Company is considered to be in the development stage. During the year ended December 31, 2014, the Company elected to early adopt ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage. | |||
In June 2014, the FASB issued ASU No. 2014-12, Compensation – Stock Compensation: Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The core principle of the guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period should be treated as a performance condition. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in ASU No. 2014-12 either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The Company does not expect this update to have a material impact on its consolidated statements. | |||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The update provides GAAP guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and about related footnote disclosures. The amendements in this update are effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The Company does not expect this update to have a material impact on its consolidated financial statements. | |||
In November 2014, the FASB issued ASU No. 2014-17, Business Combinations (Topic 805) – Pushdown Accounting. The amendments in this update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this update became effective on November 18, 2014. After the effective date, an acquired entity could make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The Company does not expect this update to have a material impact on its financial statements. |
LOANS_RECEIVABLE
LOANS RECEIVABLE | 12 Months Ended |
Dec. 31, 2014 | |
Receivables [Abstract] | |
LOANS RECEIVABLE | 3. LOANS RECEIVABLE |
On June 25, 2014, the Company advanced $51,720 (CAD$60,000) to a third party (the "borrower") pursuant to a promissory note and general security agreement. On October 3, 2014, the Company further advanced $45,952 (CAD$53,309) to the borrower. The loans bear interest at 12% per annum payable monthly, and are due on July 1, 2015. At December 31, 2014, the Company had accrued interest receivable of $3,879. The current status of the loans is described in Note 13 – Subsequent Events. |
INVENTORY
INVENTORY | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
INVENTORY | 4. INVENTORY | ||||||||
2014 | 2013 | ||||||||
Computers | $ | 28,979 | $ | 45,382 | |||||
Monitors | 66,747 | 114,126 | |||||||
Printers | 1,398 | 15,880 | |||||||
Parts and enclosures | 3,855 | 31,426 | |||||||
General | 13,715 | 23,779 | |||||||
$ | 114,694 | $ | 230,593 | ||||||
During the year, the Company recorded inventory obsolescence in the amount of $126,315 (2013 - $217,719). |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT | ||||||||||||
2014 | |||||||||||||
Cost | Accumulated Amortization | Net Book | |||||||||||
Value | |||||||||||||
Computer hardware | $ | 38,713 | $ | 33,888 | $ | 4,825 | |||||||
Computer software | 1,950 | 1,447 | 503 | ||||||||||
Office furniture | 21,012 | 17,073 | 3,939 | ||||||||||
Equipment | 42,590 | 28,400 | 14,190 | ||||||||||
$ | 104,265 | $ | 80,808 | $ | 23,457 | ||||||||
2013 | |||||||||||||
Cost | Accumulated Amortization | Net Book | |||||||||||
Value | |||||||||||||
Computer hardware | $ | 38,713 | $ | 30,524 | $ | 8,189 | |||||||
Computer software | 1,324 | 1,286 | 38 | ||||||||||
Office furniture | 21,012 | 12,875 | 8,137 | ||||||||||
Equipment | 41,882 | 24,610 | 17,272 | ||||||||||
Leasehold improvements | 47,628 | 44,187 | 3,441 | ||||||||||
$ | 150,559 | $ | 113,482 | $ | 37,077 |
RELATED_PARTY_TRANSACTIONS_AND
RELATED PARTY TRANSACTIONS AND AMOUNTS OWING | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND AMOUNTS OWING | |
6. RELATED PARTY TRANSACTIONS AND AMOUNTS OWING | |
For the year ended December 31, 2014, the Company carried out a number of transactions with related parties in the normal course of business. These transactions were recorded at their exchange amount, which is the amount of consideration established and agreed to by the related parties. | |
The following are related party transactions and amounts owing at December 31, 2014 that are not otherwise disclosed elsewhere: | |
a) The Company paid management and consulting fees of $268,945 (2013 - $240,210; 2012 - $256,858) to companies controlled by officers and directors for the year ended December 31, 2014. | |
b) The Company recorded share-based compensation of $45,832 (2014 - $3,972; 2012 - $50,004) as consulting fees paid to directors and officers for the year ended December 31, 2014. | |
c) As of December 31, 2014, amounts owing to related parties consisted of $6,340,101 (2013 - $4,529,913) owed to a director and companies controlled by that director, accounts payable of $Nil (2013 - $12,889) owed to a company controlled by an officer, and $16,292 (2013 - $Nil) owed to a company controlled by a director. The amounts owed are unsecured, non-interest bearing and due on demand. | |
d) The Company paid a consulting fee of $6,000 to a company controlled by a director for the year ended December 31, 2013. The consulting services commenced October 15, 2013 for a six month renewable term on a month-to-month basis at CAD$12,000 per month. An amount of $9,000 otherwise due was waived by the director. |
STOCK_OPTIONS
STOCK OPTIONS | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
STOCK OPTIONS | 7. STOCK OPTIONS | ||||||||||||
The Company has a Stock Option Plan under which the Company can grant up to 6,620,230 common shares to its officers, directors, employees and consultants. | |||||||||||||
On April 29, 2014, the Company granted options to purchase an aggregate of 600,000 common shares to two directors. The stock options will vest over a two year period, with one-third vesting on the date of grant, one-third on the first anniversary date and one-third on the second anniversary date. The stock options have a five year term and each allows the holder to purchase one common share of the Company at a price of $0.20 per share until April 30, 2019. | |||||||||||||
On March 1, 2012, the Company granted 300,000 stock options to a consultant, each of which is exercisable into one common share of the Company at an exercise price of $0.60 per share. 50% of the options vested on the date of grant and expired on February 28, 2013. Another 25% vested on the first anniversary of the date of grant and expired on February 28, 2014. The last 25% vested on the second anniversary of the date of grant and expired on February 28, 2015. | |||||||||||||
The fair values of stock options granted were estimated at the date of grant using the Black-Scholes option-pricing model, and the weighted average grant date fair value of stock options granted during the year ended December 31, 2014 was $0.114 (2013 - N/A; 2012 - $0.001). During the year ended December 31, 2014, the Company recorded stock-based compensation of $45,840 (2013 - $9,452; 2012 - $81,178) as consulting expenses related to the vesting of stock options. | |||||||||||||
The fair value assumptions used were as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Expected dividend yield | 0% | N/A | 0% | ||||||||||
Risk-free interest rate | 1.74% | N/A | 0.43% | ||||||||||
Expected volatility | 68% | N/A | 54% | ||||||||||
Expected option life (in years) | 5 | N/A | 1 | ||||||||||
The following table summarizes the continuity of the Company's stock options: | |||||||||||||
Number of Options | Weighted Average Exercise Price | Weighted-Average Remaining Contractual Term (years) | |||||||||||
Outstanding, December 31, 2012 | 2,820,000 | $ | 0.3 | 2.56 | |||||||||
Expired | (360,000 | ) | $ | 0.6 | |||||||||
Outstanding, December 31, 2013 | 2,460,000 | $ | 0.26 | 1.86 | |||||||||
Granted | 600,000 | $ | 0.2 | ||||||||||
Expired | (510,000 | ) | $ | 0.36 | |||||||||
Outstanding, December 31, 2014 | 2,550,000 | $ | 0.22 | 1.75 | |||||||||
Exercisable, December 31, 2014 | 2,150,000 | $ | 0.23 | 1.27 | |||||||||
A summary of the status of the Company's non-vested options and changes are presented below: | |||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Number of Options | Grant Date | ||||||||||||
Fair Value | |||||||||||||
Non-vested at December 31, 2012 | 780,000 | $ | 0.08 | ||||||||||
Vested | (705,000 | ) | $ | 0.09 | |||||||||
Non-vested at December 31, 2013 | 75,000 | $ | 0.001 | ||||||||||
Granted | 600,000 | $ | 0.11 | ||||||||||
Vested | (275,000 | ) | $ | 0.08 | |||||||||
Non-vested at December 31, 2014 | 400,000 | $ | 0.11 | ||||||||||
As at December 31, 2014, there was $22,557 (2013 - $8) in total unrecognized compensation cost related to non-vested stock options. This cost is expected to be recognized over a weighted average period of 1.33 years. | |||||||||||||
As at December 31, 2014, the following stock options were outstanding: | |||||||||||||
Number of Options | Exercise Price | Expiry Date | |||||||||||
75,000 | $ | 0.6 | 28-Feb-15 | ||||||||||
75,000 | $ | 0.6 | 30-Nov-15 | ||||||||||
1,800,000 | $ | 0.2 | 29-Dec-15 | ||||||||||
600,000 | $ | 0.2 | 30-Apr-19 | ||||||||||
2,550,000 |
REDEEMABLE_PREFERRED_SHARES
REDEEMABLE PREFERRED SHARES | 12 Months Ended | ||
Dec. 31, 2014 | |||
Redeemable Preferred Shares [Abstract] | |||
REDEEMABLE PREFERRED SHARES | 8. REDEEMABLE PREFERRED SHARES | ||
On November 15, 2011, the Company created one series of the 100,000,000 preferred shares it is authorized to issue, consisting of 25,000,000 shares, to be designated as Class A Preferred Shares. The principal terms of the Class A Preferred Shares are as follows: | |||
Voting rights – The Class A Preferred Shares have voting rights (one vote per share) equal to those of the Company's common shares. | |||
Dividend rights – The Class A Preferred Shares carry a cumulative cash dividend of 10% per annum. The accrued dividends payable are classified as interest expense in the statements of operations. | |||
Conversion rights – The holders of the Class A Preferred Shares have the right to convert each Class A Preferred Share, from time to time, at the option of the holder, into one common share of the Company until July 31, 2015 at the following conversion prices: | |||
i) | $0.60 per common share if converted at any time up to and including July 31, 2012; | ||
ii) | $1.00 per common share if converted at any time between August 1, 2012 and July 31, 2013; and | ||
iii) | $1.50 per common share if converted at any time between August 1, 2013 and July 31, 2015. | ||
Redemption rights – At any time, the holders of the Class A Preferred Shares may elect to have the Company redeem the Class A Preferred Shares for an amount equal to $1.00 per share. At any time, the Company may redeem the Class A Preferred Shares for an amount equal to $1.00 per share. | |||
The Company has classified the Class A Preferred Shares as a liability because they are redeemable beyond the control of the Company. | |||
During the year ended December 31, 2011, the Company completed a private placement with a company owned by the Company's President and Chief Executive Officer, consisting of the issuance of 1,000,000 Class A Preferred Shares at a price of $1.00 per Class A Share for gross proceeds of $1,000,000, and converted the principal amount of a debenture and accrued interest thereon to the related party, into an aggregate of 1,027,945 Class A Preferred Shares, at a conversion price of $1.00 per Class A Preferred Share. As at December 31, 2014, the holder of the Class A Preferred Shares agreed to not exercise the retractable rights to have the Company redeem the Class A Preferred Shares, for the next two years. |
COMMITMENTS_AND_CONTRACTUAL_OB
COMMITMENTS AND CONTRACTUAL OBLIGATIONS | 12 Months Ended | |
Dec. 31, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTRACTUAL OBLIGATIONS | 9. COMMITMENTS AND CONTRACTUAL OBLIGATIONS | |
The Company had no significant commitments or contractual obligations with any parties respecting executive compensation, consulting arrangements, or other matters other than disclosed below. Management services provided are on a month-to-month basis. | ||
The Company has entered into leases for the provision of facility space until August 31, 2017, and continued on a month-to-month basis. The Company's future minimum lease payments for the premise leases are as follows: | ||
Fiscal year ending December 31, 2015 | $ 65,678 (CDN$64,500 and CNY¥62,565) | |
Fiscal year ending December 31, 2016 | 59,478 (CDN$69,000) | |
Fiscal year ending December 31, 2017 | 41,376 (CDN$48,000) | |
Total | $ 166,532 (CDN$181,500 and CNY¥62,565) |
FINANCIAL_INSTRUMENTS_AND_RISK
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Risks and Uncertainties [Abstract] | |||||||||||||||||
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | 10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT | ||||||||||||||||
The following table presents information about the Company's financial instruments that have been measured at fair value as of December 31, 2014, and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair values: | |||||||||||||||||
31-Dec-14 | FAIR | ||||||||||||||||
VALUE | TOTAL | FAIR VALUE | |||||||||||||||
INPUT | HELD-FOR- TRADING | CARRYING | |||||||||||||||
LEVEL | VALUE | ||||||||||||||||
Financial assets | |||||||||||||||||
Cash | 1 | $ | 129,319 | $ | 129,319 | $ | 129,319 | ||||||||||
31-Dec-13 | FAIR | ||||||||||||||||
VALUE | TOTAL | FAIR | |||||||||||||||
INPUT | HELD-FOR- TRADING | CARRYING | VALUE | ||||||||||||||
LEVEL | VALUE | ||||||||||||||||
Financial assets | |||||||||||||||||
Cash | 1 | $ | 241,327 | $ | 241,327 | $ | 241,327 | ||||||||||
Due to the nature of cash, accounts payable and redeemable preferred shares, the fair value of these instruments approximated their carrying value. |
SEGMENTED_INFORMATION
SEGMENTED INFORMATION | 12 Months Ended |
Dec. 31, 2014 | |
Segment Reporting [Abstract] | |
SEGMENTED INFORMATION | 11. SEGMENTED INFORMATION |
The Company's business is considered as operating in one segment, being the development of software and hardware for use in digital media kiosks. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
INCOME TAXES | 12. INCOME TAXES | ||||||||||||
The provision for income taxes differs from the result which would be obtained by applying the statutory income tax rate of 26% (2013 - 26%; 2012 – 26%) to income before income taxes. The difference results from the following items: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Computed expected (benefit) income taxes | $ | (535,000 | ) | $ | (675,000 | ) | $ | (782,000 | ) | ||||
Increase in valuation allowance | 535,000 | 675,000 | 782,000 | ||||||||||
$ | - | $ | - | $ | - | ||||||||
Significant components of the Company's deferred income tax assets are as follows: | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred income tax asset | $ | 3,326,000 | $ | 2,791,000 | |||||||||
Valuation allowance | (3,326,000 | ) | (2,791,000 | ) | |||||||||
$ | - | $ | - | ||||||||||
The Company has net operating losses of approximately $12,793,000 (2013 - $10,734,000), which, if unutilized, will expire through to 2034. Future tax benefits, which may arise as a result of these losses, have not been recognized in these consolidated financial statements and have been offset by a valuation allowance. | |||||||||||||
The Company and its subsidiaries file income tax returns in Canada and China. These tax returns are subject to examination by local taxation authorities provided the tax years remain open to audit under the relevant statutes of limitations. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended | ||
Dec. 31, 2014 | |||
Subsequent Events [Abstract] | |||
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS | ||
a) | On January 12, 2015, the Company provided Notices of Intention to Enforce Security to the loans receivable holder (the "borrower") (see Note 3), which made an assignment under the Bankruptcy and Insolvency Act on or about February 4, 2015. On March 9, 2015, the Company appointed a receiver under the general security agreement made between the Company and the borrower. On April 9, 2015, the Company made an offer to purchase all of the borrower's assets, including certain intellectual property, tradename and design patents. On April 17, 2015, the receiver accepted the Company's offer for a purchase price of $115,817 (CAD$142,000) by debt settlement of the principal amount plus accrued interest thereon and collection costs of $28,546 (CAD$35,000). The completion date for this transaction is scheduled for April 30, 2015. | ||
b) | On March 20, 2015, trading in the Company's common shares commenced on the Canadian Securities Exchange (the "CSE"). The Company's common shares trade on the CSE under the symbol "QMI". |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Cash and Cash Equivalents | a) Cash and Cash Equivalents | ||
Cash consists of cash on deposit with high quality major financial institutions. The carrying amounts approximated fair market value due to the liquidity of these deposits. For purposes of the balance sheets and statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The Company had no cash equivalents at December 31, 2014 and 2013. | |||
Use of Estimates and Assumptions | b) Use of Estimates and Assumptions | ||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. Management evaluates estimates and judgments on an ongoing basis. Actual results could differ from these estimates. The significant areas requiring management's estimates and assumptions include the fair value of shares issued to settle debt, share-based compensation, valuation of receivables and inventory, estimated life, amortization rates and impairment of long-lived assets, valuation allowance for income tax purposes, and fair value measurement of financial instruments. | |||
Revenue Recognition | c) Revenue Recognition | ||
The Company recognizes revenue when all of the following criteria are met: (1) the Company has evidence of an arrangement with a customer; (2) the Company delivers the specified products; (3) license agreement terms are fixed or determinable and free of contingencies or uncertainties that may alter the agreement such that it may not be complete and final; and (4) collection is probable. | |||
Software Development Costs | d) Software Development Costs | ||
The Company accounts for software development costs in accordance with Accounting Standards Codification ("ASC") 985-20, Software - Cost of Software to Be Sold, Leased, whereby costs for the development of new software products and substantial enhancements to existing software products are expensed as incurred until technological feasibility has been established and all research and development activities for the other components of the product or processes have been completed, at which time any additional costs are capitalized. In accordance with ASC 985-705, software modification costs to satisfy upgrades and changes in system configurations are expensed as incurred. | |||
To December 31, 2014, software development costs, comprised of salaries, wages and benefits, and direct overhead, have been charged to operations as the research and development activities for other components of the product and processes have not been completed. | |||
Inventory | e) Inventory | ||
Inventory is recorded at the lower of cost or market, with cost being determined on the weighted average method. When required, a provision is made to reduce excess and obsolete inventory to estimated net realizable value. The net realizable value of inventory is generally considered to be the selling price in the ordinary course of business, less the estimated costs of completion and estimated costs to make the sale. Inventory consists of computers, general, monitors, printers, modems, and parts and enclosures. | |||
Equipment and Amortization | f) Equipment and Amortization | ||
Equipment is recorded at cost and amortized using the declining-balance and straight-line method at rates determined to estimate the useful lives of the assets. The annual rates used in calculating amortization are as follows: | |||
Computer hardware 30% straight-line | |||
Computer software 50% declining-balance | |||
Office furniture 20% declining-balance | |||
Equipment 30% declining-balance | |||
Leasehold improvements straight-line over the term of the lease | |||
Foreign Currency Translation | g) Foreign Currency Translation | ||
The Company's functional currency is the U.S. dollar. Transactions in foreign currency are translated in accordance with ASC Topic 830, Foreign Currency Matters, into U.S. dollars and reported as follows: | |||
i) | monetary items at the exchange rate prevailing at the balance sheet date; | ||
ii) | non-monetary items at the historical exchange rate; | ||
iii) | revenue and expense at the average exchange rate in effect during the applicable accounting period. | ||
Gains and losses on foreign currency transactions are reported in the statements of operations. | |||
Basic and Diluted Loss Per Share | h) Basic and Diluted Loss Per Share | ||
The Company computes loss per share in accordance with ASC 260, Earnings Per Share. Under these provisions, basic loss per share is computed using the weighted average number of common shares outstanding during the periods. Diluted loss per share is computed using the weighted average number of common and potentially dilutive common shares outstanding during the period. As the Company generated net losses in the periods presented, the basic and diluted loss per share is the same, as the exercise of options or warrants would be anti-dilutive. | |||
Fair Value of Financial Instruments | i) Fair Value of Financial Instruments | ||
ASC 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, establish a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. | |||
These tiers are: | |||
· | Level 1 – defined as observable inputs such as quoted prices in active markets; | ||
· | Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and | ||
· | Level 3 – defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. | ||
Cash consists of cash on deposit with a high quality major financial institution. The carrying cost approximates fair value due to the liquidity of these deposits. The carrying amounts of other financial assets and liabilities, comprising receivables, loans receivable, accounts payable and accrued liabilities, and due to related parties, were a reasonable approximation of their fair value. | |||
Income Taxes | j) Income Taxes | ||
The Company has adopted ASC 740, Income Taxes. This standard requires the use of an asset and liability approach for financial accounting, and reporting on income taxes. Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. | |||
Asset Impairment | k) Asset Impairment | ||
Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate the carrying amount may not be recoverable, pursuant to guidance established in ASC 360-50, Impairment or Disposal of Long-lived Assets. The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, assets are written down to fair value. | |||
Comprehensive Loss | l) Comprehensive Loss | ||
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive items in the consolidated financial statements. As at December 31, 2014, 2013 and 2012, the Company had no items that represent a comprehensive income or loss and, therefore, has not included a statement of comprehensive loss in the consolidated financial statements. | |||
Equity Instruments | m) Equity Instruments | ||
In situations where common shares are issued and the fair value of the goods or services received is not readily determinable, the fair value of the common shares is used to measure and record the transaction. The fair value of the common shares issued in exchange for the receipt of goods and services is based on the share price as of the earliest of: | |||
i) | the date at which the counterparty's performance is complete; | ||
ii) | the date at which a commitment for performance by the counterparty to earn the common shares is reached; or | ||
iii) | the date at which the common shares are issued if they are fully vested and non-forfeitable at that date. | ||
The Company has a share-based compensation plan which is described more fully in Note 7. The Company measures the compensation cost of stock options and other share-based awards to employees and directors at fair value at the grant date and recognizes compensation expense over the requisite service period for awards expected to vest. Except for transactions with employees and directors, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received, or the fair value of the equity instruments issued, whichever is more reliably measurable. Additionally, the Company has determined that the dates used to value the transaction are either: | |||
i) | The date at which a commitment for performance by the counter party to earn the equity instruments is established; or | ||
ii) | The date at which the counter party's performance is complete. | ||
Recent Accounting Pronouncements | n) Recent Accounting Pronouncements | ||
In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of ASU-2013-04 is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in ASU-2013-04 also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this standard are effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company's January 1, 2014 adoption of the updated guidance had no impact on the Company's consolidated financial position, results of operations or cash flows. | |||
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard are effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The Company's January 1, 2014 adoption of the updated guidance had no impact on the Company's consolidated financial position, results of operations or cash flows. | |||
In March 2013, ASC guidance was issued related to foreign currency matters to clarify the treatment of cumulative translation adjustments when a parent sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity. The updated guidance also resolves the diversity in practice for the treatment of business combinations achieved in stages in a foreign entity. The update is effective prospectively for the Company's fiscal year beginning January 1, 2014. The Company's January 1, 2014 adoption of the updated guidance had no impact on the Company's consolidated financial position, results of operations or cash flows. | |||
In July 2013, ASC guidance was issued related to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The updated guidance requires an entity to net its unrecognized tax benefits against the deferred tax assets for net operating loss carryforwards, similar tax losses, or tax credit carryforwards in the same jurisdiction. A gross presentation will be required only if such carryforwards are not available or would not be used by the entity to settle any additional income taxes resulting from disallowance of the uncertain tax position. The update is effective prospectively for the Company's fiscal year beginning January 1, 2014. The Company's January 1, 2014 adoption of the updated guidance had no impact on the Company's consolidated financial position, results of operations or cash flows. | |||
In April 2014, the FASB issued ASU No. 2014-8, Presentation of Financial Statements and Property, Plant and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The core principle of the guidance raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the new definition of a discontinued operation. The amendments in this ASU are effective prospectively for disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company does not expect this update to have a material impact on its consolidated financial statements. | |||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which modifies how all entities recognize revenue, and consolidates into one ASC Topic (ASC Topic 606, Revenue from Contracts with Customers) the current guidance found in ASC Topic 605, Revenue Recognition, and various other revenue accounting standards for specialized transactions and industries. The core principle of the guidance is that "an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services." In achieving this objective, an entity must perform five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations of the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 also clarifies how an entity should account for costs of obtaining or fulfilling a contract in a new ASC Subtopic 340-40, Other Assets and Deferred Costs - Contracts with Customers. | |||
ASU 2014-09 is effective for public companies for annual periods beginning after December 15, 2016 and interim periods within those annual periods, and early adoption is not permitted. ASU 2014-09 may be applied using either a full retrospective approach, in which all years included in the financial statements are presented under the revised guidance, or a modified retrospective approach. Under the modified retrospective approach, financial statements will be prepared using the new standard for the year of adoption, but not for prior years. Under this method, entities will recognize a cumulative catch-up adjustment to the opening balance of retained earnings at the effective date for contracts that still require performance by the company and disclose all line items in the year of adoption as if they were prepared under the old revenue guidance. The Company will adopt ASU 2014-09 on January 1, 2017 and is currently evaluating the impact that this adoption will have on the consolidated financial statements. At this time, the Company has not determined the transition method that will be used. | |||
The Company is considered to be in the development stage. During the year ended December 31, 2014, the Company elected to early adopt ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage. | |||
In June 2014, the FASB issued ASU No. 2014-12, Compensation – Stock Compensation: Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The core principle of the guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period should be treated as a performance condition. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in ASU No. 2014-12 either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The Company does not expect this update to have a material impact on its consolidated statements. | |||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The update provides GAAP guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and about related footnote disclosures. The amendements in this update are effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The Company does not expect this update to have a material impact on its consolidated financial statements. | |||
In November 2014, the FASB issued ASU No. 2014-17, Business Combinations (Topic 805) – Pushdown Accounting. The amendments in this update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The amendments in this update became effective on November 18, 2014. After the effective date, an acquired entity could make an election to apply the guidance to future change-in-control events or to its most recent change-in-control event. However, if the financial statements for the period in which the most recent change-in-control event occurred already have been issued or made available to be issued, the application of this guidance would be a change in accounting principle. The Company does not expect this update to have a material impact on its financial statements. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Schedule of annual rates used in calculating amortization | Computer hardware 30% straight-line |
Computer software 50% declining-balance | |
Office furniture 20% declining-balance | |
Equipment 30% declining-balance | |
Leasehold improvements straight-line over the term of the lease |
INVENTORY_Tables
INVENTORY (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Schedule of inventory | 2014 | 2013 | |||||||
Computers | $ | 28,979 | $ | 45,382 | |||||
Monitors | 66,747 | 114,126 | |||||||
Printers | 1,398 | 15,880 | |||||||
Parts and enclosures | 3,855 | 31,426 | |||||||
General | 13,715 | 23,779 | |||||||
$ | 114,694 | $ | 230,593 |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||
Schedule of property, plant and equipment | 2014 | ||||||||||||
Cost | Accumulated Amortization | Net Book | |||||||||||
Value | |||||||||||||
Computer hardware | $ | 38,713 | $ | 33,888 | $ | 4,825 | |||||||
Computer software | 1,950 | 1,447 | 503 | ||||||||||
Office furniture | 21,012 | 17,073 | 3,939 | ||||||||||
Equipment | 42,590 | 28,400 | 14,190 | ||||||||||
$ | 104,265 | $ | 80,808 | $ | 23,457 | ||||||||
2013 | |||||||||||||
Cost | Accumulated Amortization | Net Book | |||||||||||
Value | |||||||||||||
Computer hardware | $ | 38,713 | $ | 30,524 | $ | 8,189 | |||||||
Computer software | 1,324 | 1,286 | 38 | ||||||||||
Office furniture | 21,012 | 12,875 | 8,137 | ||||||||||
Equipment | 41,882 | 24,610 | 17,272 | ||||||||||
Leasehold improvements | 47,628 | 44,187 | 3,441 | ||||||||||
$ | 150,559 | $ | 113,482 | $ | 37,077 |
STOCK_OPTIONS_Tables
STOCK OPTIONS (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Schedule of fair value assumptions | 2014 | 2013 | 2012 | ||||||||||
Expected dividend yield | 0% | N/A | 0% | ||||||||||
Risk-free interest rate | 1.74% | N/A | 0.43% | ||||||||||
Expected volatility | 68% | N/A | 54% | ||||||||||
Expected option life (in years) | 5 | N/A | 1 | ||||||||||
Schedule of continuity of the company's stock options | Number of Options | Weighted Average Exercise Price | Weighted-Average Remaining Contractual Term (years) | ||||||||||
Outstanding, December 31, 2012 | 2,820,000 | $ | 0.3 | 2.56 | |||||||||
Expired | (360,000 | ) | $ | 0.6 | |||||||||
Outstanding, December 31, 2013 | 2,460,000 | $ | 0.26 | 1.86 | |||||||||
Granted | 600,000 | $ | 0.2 | ||||||||||
Expired | (510,000 | ) | $ | 0.36 | |||||||||
Outstanding, December 31, 2014 | 2,550,000 | $ | 0.22 | 1.75 | |||||||||
Exercisable, December 31, 2014 | 2,150,000 | $ | 0.23 | 1.27 | |||||||||
Schedule of non-vested options and changes | Weighted | ||||||||||||
Average | |||||||||||||
Number of Options | Grant Date | ||||||||||||
Fair Value | |||||||||||||
Non-vested at December 31, 2012 | 780,000 | $ | 0.08 | ||||||||||
Vested | (705,000 | ) | $ | 0.09 | |||||||||
Non-vested at December 31, 2013 | 75,000 | $ | 0.001 | ||||||||||
Granted | 600,000 | $ | 0.11 | ||||||||||
Vested | (275,000 | ) | $ | 0.08 | |||||||||
Non-vested at December 31, 2014 | 400,000 | $ | 0.11 | ||||||||||
Schedule of stock options | Number of Options | Exercise Price | Expiry Date | ||||||||||
75,000 | $ | 0.6 | 28-Feb-15 | ||||||||||
75,000 | $ | 0.6 | 30-Nov-15 | ||||||||||
1,800,000 | $ | 0.2 | 29-Dec-15 | ||||||||||
600,000 | $ | 0.2 | 30-Apr-19 | ||||||||||
2,550,000 |
COMMITMENTS_AND_CONTRACTUAL_OB1
COMMITMENTS AND CONTRACTUAL OBLIGATIONS (Tables) | 12 Months Ended | |
Dec. 31, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of future minimum lease payments for the premise leases | Fiscal year ending December 31, 2015 | $ 65,678 (CDN$64,500 and CNY¥62,565) |
Fiscal year ending December 31, 2016 | 59,478 (CDN$69,000) | |
Fiscal year ending December 31, 2017 | 41,376 (CDN$48,000) | |
Total | $ 166,532 (CDN$181,500 and CNY¥62,565) |
FINANCIAL_INSTRUMENTS_AND_RISK1
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Risks and Uncertainties [Abstract] | |||||||||||||||||
Schedule of financial instruments measured at fair value | 31-Dec-14 | FAIR | |||||||||||||||
VALUE | TOTAL | FAIR VALUE | |||||||||||||||
INPUT | HELD-FOR- TRADING | CARRYING | |||||||||||||||
LEVEL | VALUE | ||||||||||||||||
Financial assets | |||||||||||||||||
Cash | 1 | $ | 129,319 | $ | 129,319 | $ | 129,319 | ||||||||||
31-Dec-13 | FAIR | ||||||||||||||||
VALUE | TOTAL | FAIR | |||||||||||||||
INPUT | HELD-FOR- TRADING | CARRYING | VALUE | ||||||||||||||
LEVEL | VALUE | ||||||||||||||||
Financial assets | |||||||||||||||||
Cash | 1 | $ | 241,327 | $ | 241,327 | $ | 241,327 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Schedule of provision for income taxes | 2014 | 2013 | 2012 | ||||||||||
Computed expected (benefit) income taxes | $ | (535,000 | ) | $ | (675,000 | ) | $ | (782,000 | ) | ||||
Increase in valuation allowance | 535,000 | 675,000 | 782,000 | ||||||||||
$ | - | $ | - | $ | - | ||||||||
Schedule of deferred income tax assets | 2014 | 2013 | |||||||||||
Deferred income tax asset | $ | 3,326,000 | $ | 2,791,000 | |||||||||
Valuation allowance | (3,326,000 | ) | (2,791,000 | ) | |||||||||
$ | - | $ | - |
NATURE_OF_OPERATIONS_AND_GOING1
NATURE OF OPERATIONS AND GOING CONCERN (Detail Textuals) (USD $) | 1 Months Ended | ||
Jan. 28, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | |
Nature Of Operations And Going Concern [Abstract] | |||
Common shares issued for acquisition of Qeyos | 4,789,035 | ||
Accumulated losses | ($13,445,429) | ($11,325,957) |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Computer hardware | |
Property, Plant and Equipment [Line Items] | |
Amortization rate | 30.00% |
Amortization methods | straight-line |
Computer software | |
Property, Plant and Equipment [Line Items] | |
Amortization rate | 50.00% |
Amortization methods | declining-balance |
Office furniture | |
Property, Plant and Equipment [Line Items] | |
Amortization rate | 20.00% |
Amortization methods | declining-balance |
Equipment | |
Property, Plant and Equipment [Line Items] | |
Amortization rate | 30.00% |
Amortization methods | declining-balance |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Amortization methods | straight-line over the term of the lease |
LOANS_RECEIVABLE_Detail_Textua
LOANS RECEIVABLE (Detail Textuals) | Dec. 31, 2014 | Oct. 03, 2014 | Oct. 03, 2014 | Jun. 25, 2014 | Jun. 25, 2014 |
USD ($) | USD ($) | CAD | USD ($) | CAD | |
Receivables [Abstract] | |||||
Advances to third party pursuant to promissory note and general security agreement | $45,952 | 53,309 | $51,720 | 60,000 | |
Interest rate per annum | 12.00% | ||||
Accrued interest receivable | $3,879 |
INVENTORY_Details
INVENTORY (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory [Line Items] | ||
Inventory | $114,694 | $230,593 |
Computers | ||
Inventory [Line Items] | ||
Inventory | 28,979 | 45,382 |
Monitors | ||
Inventory [Line Items] | ||
Inventory | 66,747 | 114,126 |
Printers | ||
Inventory [Line Items] | ||
Inventory | 1,398 | 15,880 |
Parts and enclosures | ||
Inventory [Line Items] | ||
Inventory | 3,855 | 31,426 |
General | ||
Inventory [Line Items] | ||
Inventory | $13,715 | $23,779 |
INVENTORY_Detail_Textuals
INVENTORY (Detail Textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Inventory Disclosure [Abstract] | ||
Inventory obsolescence | $126,315 | $217,719 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Cost | $104,265 | $150,559 |
Accumulated Amortization | 80,808 | 113,482 |
Net Book Value | 23,457 | 37,077 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 38,713 | 38,713 |
Accumulated Amortization | 33,888 | 30,524 |
Net Book Value | 4,825 | 8,189 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,950 | 1,324 |
Accumulated Amortization | 1,447 | 1,286 |
Net Book Value | 503 | 38 |
Office furniture | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 21,012 | 21,012 |
Accumulated Amortization | 17,073 | 12,875 |
Net Book Value | 3,939 | 8,137 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 42,590 | 41,882 |
Accumulated Amortization | 28,400 | 24,610 |
Net Book Value | 14,190 | 17,272 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 47,628 | |
Accumulated Amortization | 44,187 | |
Net Book Value | $3,441 |
RELATED_PARTY_TRANSACTIONS_AND1
RELATED PARTY TRANSACTIONS AND AMOUNTS OWING (Detail Textuals) | 12 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
USD ($) | USD ($) | USD ($) | Officers And Directors | Officers And Directors | Officers And Directors | Officer | Officer | Director | Director | Director | Director | Director | |
USD ($) | USD ($) | USD ($) | Accounts Payable | Accounts Payable | USD ($) | CAD | USD ($) | Accounts Payable | Accounts Payable | ||||
USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Management and consulting fees | $125,705 | $192,171 | $159,262 | $268,945 | $240,210 | $256,858 | $6,000 | ||||||
Share-based compensation | 45,840 | 9,452 | 81,178 | 45,832 | 3,972 | 50,004 | |||||||
Amounts owing to related parties | 6,340,101 | 4,529,913 | 12,889 | 16,292 | |||||||||
Consulting fees paid per month | 12,000 | ||||||||||||
Amounts owing to director waived off | $9,000 |
STOCK_OPTIONS_Details
STOCK OPTIONS (Details) (Stock Option) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | |
Risk-free interest rate | 1.74% | 0.43% | |
Expected volatility | 68.00% | 54.00% | |
Expected option life (in years) | 5 years | 1 year |
STOCK_OPTIONS_Details_1
STOCK OPTIONS (Details 1) (Stock Option, USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Option | |||
Number of Options | |||
Outstanding, Beginning Balance | 2,460,000 | 2,820,000 | |
Granted | 600,000 | ||
Expired | -510,000 | -360,000 | |
Outstanding, Ending Balance | 2,550,000 | 2,460,000 | 2,820,000 |
Exercisable, Ending Balance | 2,150,000 | ||
Weighted Average Exercise Price | |||
Outstanding, Beginning Balance | $0.26 | $0.30 | |
Granted | $0.20 | ||
Expired | $0.36 | $0.60 | |
Outstanding, Ending Balance | $0.22 | $0.26 | $0.30 |
Exercisable, Ending Balance | $0.23 | ||
Weighted-Average Remaining Contractual Term (years) | |||
Outstanding, Ending Balance | 1 year 9 months | 1 year 10 months 10 days | 2 years 6 months 22 days |
Exercisable, Ending Balance | 1 year 3 months 7 days |
STOCK_OPTIONS_Details_2
STOCK OPTIONS (Details 2) (Stock Option, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Option | ||
Number of Options | ||
Non-vested, Beginning Balance | 75,000 | 780,000 |
Granted | 600,000 | |
Vested | -275,000 | -705,000 |
Non-vested, Ending Balance | 400,000 | 75,000 |
Weighted Average Grant Date Fair Value | ||
Non-vested, Beginning Balance | $0.00 | $0.08 |
Granted | $0.11 | |
Vested | $0.08 | $0.09 |
Non-vested, Ending Balance | $0.11 | $0.00 |
STOCK_OPTIONS_Details_3
STOCK OPTIONS (Details 3) (Stock Option, USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options | 2,550,000 | 2,460,000 | 2,820,000 |
Exercise Price | $0.22 | $0.26 | $0.30 |
28-Feb-15 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options | 75,000 | ||
Exercise Price | $0.60 | ||
Expiry Date | 28-Feb-15 | ||
30-Nov-15 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options | 75,000 | ||
Exercise Price | $0.60 | ||
Expiry Date | 30-Nov-15 | ||
29-Dec-15 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options | 1,800,000 | ||
Exercise Price | $0.20 | ||
Expiry Date | 29-Dec-15 | ||
30-Apr-19 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options | 600,000 | ||
Exercise Price | $0.20 | ||
Expiry Date | 30-Apr-19 |
STOCK_OPTIONS_Detail_Textuals
STOCK OPTIONS (Detail Textuals) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 29, 2014 | Mar. 01, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation | $45,840 | $9,452 | $81,178 | ||
Total unrecognized compensation cost related to non-vested stock options | $22,557 | $8 | |||
Weighted average period of compensation cost expected to be recognized | 1 year 3 months 29 days | ||||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized to grant | 6,620,230 | ||||
Method used for calculation of fair value | Black-Scholes option-pricing model | ||||
Weighted average grant date fair value of stock options granted | $0.11 | $0.00 | |||
Stock options | Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options granted | 600,000 | ||||
Number of directors | 2 | ||||
Vesting period | 2 years | ||||
Term of options | 5 years | ||||
Exercise price of stock options granted | $0.20 | ||||
Stock options | Director | Vested on date of grant | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options, vesting description | one-third vesting on the date of grant | ||||
Stock options | Director | Vested on the first anniversary of the date of grant | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options, vesting description | one-third on the first anniversary date | ||||
Stock options | Director | Vested on the second anniversary of the date of grant | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options, vesting description | one-third on the second anniversary date | ||||
Stock options | Consultant | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options granted | 300,000 | ||||
Exercise price of stock options granted | $0.60 | ||||
Stock options | Consultant | Vested on date of grant | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options, vesting percentage | 50.00% | ||||
Expiration date | 28-Feb-13 | ||||
Stock options | Consultant | Vested on the first anniversary of the date of grant | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options, vesting percentage | 25.00% | ||||
Expiration date | 28-Feb-14 | ||||
Stock options | Consultant | Vested on the second anniversary of the date of grant | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options, vesting percentage | 25.00% | ||||
Expiration date | 28-Feb-15 |
REDEEMABLE_PREFERRED_SHARES_De
REDEEMABLE PREFERRED SHARES (Detail Textuals) (USD $) | 0 Months Ended | ||
Nov. 15, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | |
Redeemable Preferred Shares [Line Items] | |||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Class A Preferred Shares | |||
Redeemable Preferred Shares [Line Items] | |||
Preferred stock, shares authorized | 25,000,000 | ||
Preferred stock, voting rights | The Class A Preferred Shares have voting rights (one vote per share) equal to those of the Company's common shares. | ||
Cumulative cash dividend, percentage | 10.00% | ||
Preferred stock, redemption rights | At any time, the holders of the Class A Preferred Shares may elect to have the Company redeem the Class A Preferred Shares for an amount equal to $1.00 per share. At any time, the Company may redeem the Class A Preferred Shares for an amount equal to $1.00 per share. | ||
Preferred stock, redemption price (in dollars per share) | $1 | ||
Class A Preferred Shares | Common share | Conversion date, July 31, 2012 | |||
Redeemable Preferred Shares [Line Items] | |||
Preferred stock, conversion price (in dollars per share) | $0.60 | ||
Class A Preferred Shares | Common share | Conversion date between August 1, 2012 and July 31, 2013 | |||
Redeemable Preferred Shares [Line Items] | |||
Preferred stock, conversion price (in dollars per share) | $1 | ||
Class A Preferred Shares | Common share | Conversion date between August 1, 2013 and July 31, 2015 | |||
Redeemable Preferred Shares [Line Items] | |||
Preferred stock, conversion price (in dollars per share) | $1.50 |
REDEEMABLE_PREFERRED_SHARES_De1
REDEEMABLE PREFERRED SHARES (Detail Textuals 1) (Private placement, President and Chief Executive Officer, Class A Preferred Shares, USD $) | 12 Months Ended |
Dec. 31, 2011 | |
Private placement | President and Chief Executive Officer | Class A Preferred Shares | |
Redeemable Preferred Shares [Line Items] | |
Number of shares issued | 1,000,000 |
Per share price of shares issued | $1 |
Proceeds from issuance of private placement | $1,000,000 |
Principal amount of a debenture and accrued interest converted into shares | 1,027,945 |
Preferred stock, conversion price (in dollars per share) | $1 |
Redemption period for preferred shares | 2 years |
COMMITMENTS_AND_CONTRACTUAL_OB2
COMMITMENTS AND CONTRACTUAL OBLIGATIONS (Details) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 |
USD ($) | CAD | CNY | |
Commitments and Contingencies Disclosure [Abstract] | |||
Fiscal year ending December 31, 2015 | $65,678 | 64,500 | 62,565 |
Fiscal year ending December 31, 2016 | 59,478 | 69,000 | |
Fiscal year ending December 31, 2017 | 41,376 | 48,000 | |
Total | $166,532 | 181,500 | 62,565 |
FINANCIAL_INSTRUMENTS_AND_RISK2
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Financial assets | ||||
Cash - TOTAL CARRYING VALUE | $129,319 | $241,327 | $143,280 | $728,575 |
FAIR VALUE INPUT LEVEL 1 | ||||
Financial assets | ||||
Cash - HELD-FOR-TRADING | 129,319 | 241,327 | ||
Cash - TOTAL CARRYING VALUE | 129,319 | 241,327 | ||
Cash - FAIR VALUE | $129,319 | $241,327 |
SEGMENTED_INFORMATION_Detail_T
SEGMENTED INFORMATION (Detail Textuals) | 12 Months Ended |
Dec. 31, 2014 | |
Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Computed expected (benefit) income taxes | ($535,000) | ($675,000) | ($782,000) |
Increase in valuation allowance | 535,000 | 675,000 | 782,000 |
Income Tax Expense (Benefit) |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Deferred income tax asset | $3,326,000 | $2,791,000 |
Valuation allowance | 3,326,000 | 2,791,000 |
Deferred income tax assets, Total |
INCOME_TAXES_Detail_Textuals
INCOME TAXES (Detail Textuals) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Statutory income tax rate | 26.00% | 26.00% | 26.00% |
Operating loss carryforwards | $12,793,000 | $10,734,000 |
SUBSEQUENT_EVENTS_Detail_Textu
SUBSEQUENT EVENTS (Detail Textuals) (Subsequent Event) | 1 Months Ended | |
Apr. 17, 2015 | Apr. 17, 2015 | |
USD ($) | CAD | |
Subsequent Event [Line Items] | ||
Purchase price for debt settlement of principal amount plus accrued interest | $115,817 | 142,000 |
Collection costs | $28,546 | 35,000 |