Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended |
Sep. 30, 2014 | |
Document and Entity Information | ' |
Entity Registrant Name | 'Triton Emission Solutions Inc. |
Document Type | '10-Q |
Document Period End Date | 30-Sep-14 |
Amendment Flag | 'false |
Entity Central Index Key | '0001143238 |
Current Fiscal Year End Date | '--12-31 |
Entity Common Stock, Shares Outstanding | 88,095,005 |
Entity Filer Category | 'Smaller Reporting Company |
Entity Current Reporting Status | 'Yes |
Entity Voluntary Filers | 'No |
Entity Well-known Seasoned Issuer | 'No |
Document Fiscal Year Focus | '2014 |
Document Fiscal Period Focus | 'Q3 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash | $707,211 | $177,986 |
Accounts receivable | 3,391 | 3,754 |
Prepaids | 65,321 | 266,448 |
Work in progress | 889,903 | ' |
Loan receivable | 1,800,000 | ' |
Total Current Assets | 3,465,826 | 448,188 |
Other Assets | ' | ' |
Equipment | 33,190 | 39,413 |
Investment in distribution and license rights | 44,167 | 48,141 |
Investment in emission abatement technologies | 49,542,750 | ' |
Total Other Assets | 49,620,107 | 87,554 |
Total Assets | 53,085,933 | 535,742 |
Current Liabilities | ' | ' |
Accounts payable | 268,080 | 147,600 |
Accrued liabilities | 37,048 | 206,454 |
Unearned revenue | 2,075,000 | 1,100,000 |
Notes and advances payable | 643,751 | 1,070,898 |
Due to related parties | 42,507 | 58,293 |
Total Current Liabilities | 3,066,386 | 2,583,245 |
Long-Term Liabilities | ' | ' |
Long-term loan | 930,767 | ' |
Total Long-Term Liabilities | 930,767 | ' |
Total Liabilities | 3,997,153 | 2,583,245 |
Stockholders' Deficit | ' | ' |
Common stock value | 88,095 | 187,995 |
Common stock obligation | 46,410 | ' |
Additional paid-in capital | 68,716,024 | 2,240,253 |
Accumulated deficit | -19,773,414 | -4,487,416 |
Accumulated other comprehensive income | 11,665 | 11,665 |
Total Stockholders' Equity (Deficit) | 49,088,780 | -2,047,503 |
Total Liabilities and Stockholders' Equity (Deficit) | $53,085,933 | $535,742 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Balance Sheet | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 88,095,005 | 187,995,005 |
Common stock, shares outstanding | 88,095,005 | 187,995,005 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement | ' | ' | ' | ' |
Survey income | ' | $60,000 | $15,000 | $60,000 |
Royalty income | 2,683 | 273,655 | 16,493 | 287,631 |
Total revenues | 2,683 | 333,655 | 31,493 | 347,631 |
Operating expenses | ' | ' | ' | ' |
Amortization | 1,312,899 | 73,450 | 2,847,447 | 219,409 |
General and administrative expense | 734,877 | 458,183 | 2,210,795 | 948,784 |
Royalty fee | ' | 25,000 | -170,833 | 75,000 |
Loss before other items | -2,045,093 | -222,978 | -4,855,917 | -895,562 |
Other items | ' | ' | ' | ' |
Accretion expense | 191,692 | ' | -328,005 | ' |
Forgiveness of debt | 238,321 | ' | 238,321 | ' |
Impairment of loan | ' | ' | -150,000 | ' |
Interest expense | -104,444 | -51,524 | -259,504 | -141,852 |
Non-cash consulting fees | ' | ' | -9,677,730 | ' |
Stock-based compensation | -253,163 | ' | -253,163 | ' |
Net income (loss) | ($2,356,071) | ($274,502) | ($15,285,998) | ($1,037,414) |
Net income (loss) per common share - basic and diluted | ($0.03) | $0 | ($0.13) | ($0.01) |
Weighted common shares outstanding - basic and diluted | 88,024,353 | 187,910,222 | 115,111,122 | 167,547,935 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Deficit) (USD $) | Common Stock | Obligation to Issue Shares | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Beginning Balance, amount at Dec. 31, 2011 | $33,745 | ' | $2,295,003 | ($2,295,013) | $11,665 | $45,400 |
Beginning Balance, shares at Dec. 31, 2011 | 33,745,005 | ' | ' | ' | ' | ' |
Shares issued under employeement agreement, shares | 154,000,000 | ' | ' | ' | ' | ' |
Shares issued under employeement agreement, value | 154,000 | ' | 81,466,000 | ' | ' | 81,620,000 |
Deferred compensation | ' | ' | -81,620,000 | ' | ' | -81,620,000 |
Shares issued for purchase of subsidiary, shares | 100,000 | ' | ' | ' | ' | ' |
Shares issued for purchase of subsidiary, value | 100 | ' | 52,900 | ' | ' | 53,000 |
Obligation to issue shares | ' | 45,000 | ' | ' | ' | 45,000 |
Shares issued for services, shares | 150,000 | ' | ' | ' | ' | ' |
Shares issued for services, value | 150 | -45,000 | 46,350 | ' | ' | 1,500 |
Net loss for the period | ' | ' | ' | -1,037,414 | ' | -1,037,414 |
Ending Balance, amount at Sep. 30, 2013 | 187,995 | ' | 2,240,253 | -3,332,427 | 11,665 | -892,514 |
Ending Balance, shares at Sep. 30, 2013 | 187,995,005 | ' | ' | ' | ' | ' |
Net loss for the period | ' | ' | ' | -1,154,989 | ' | -1,154,989 |
Ending Balance, amount at Dec. 31, 2013 | 187,995 | ' | 2,240,253 | -4,487,416 | 11,665 | -2,047,503 |
Beginning Balance, shares at Dec. 31, 2013 | 187,995,005 | ' | ' | ' | ' | ' |
Obligation to issue shares | ' | 46,410 | ' | ' | ' | 46,410 |
Shares cancelled upon cancellation of employment agreement, shares | -154,000,000 | ' | ' | ' | ' | ' |
Shares cancelled upon cancellation of employment agreement, value | -154,000 | ' | 154,000 | ' | ' | ' |
Fair value of warrants issued on long-term financing | ' | ' | 3,900,637 | ' | ' | 3,900,637 |
Fair value of warrants issued for consulting services | ' | ' | 9,677,730 | ' | ' | 9,677,730 |
Fair value of stock-based compensation | ' | ' | 253,163 | ' | ' | 253,163 |
Net loss for the period | ' | ' | ' | -15,285,998 | ' | -15,285,998 |
Ending Balance, amount at Sep. 30, 2014 | $88,095 | $46,410 | $68,716,024 | ($19,773,414) | $11,665 | $49,088,780 |
Ending Balance, shares at Sep. 30, 2014 | 88,095,005 | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash Flows from Operating Activities | ' | ' |
Net loss | ($15,285,998) | ($1,037,414) |
Non cash items | ' | ' |
Accretion expense | 328,005 | ' |
Amortization | 2,847,447 | 219,409 |
Consulting services | 9,677,730 | ' |
Website design | 46,410 | 46,500 |
Foreign exchange gain | -15,692 | -6,141 |
Forgiveness of debt | -238,321 | ' |
Fair value of stock-based compensation | 253,163 | ' |
Changes to operating assets and liabilities: | ' | ' |
Accounts receivable | 363 | -287,902 |
Prepaids | 198,844 | -93,226 |
Advances receivable | ' | 80,000 |
Work in progress | -889,903 | ' |
Accounts payable | 135,480 | 39,887 |
Accrued liabilities | -157,931 | 79,472 |
Unearned revenue | 975,000 | 1,250,000 |
Due to related parties | -13,503 | -227,147 |
Accrued interest | 259,504 | 141,235 |
Net cash provided by (used in) operating activities | -1,715,061 | 204,673 |
Cash Flows from Financing Activities | ' | ' |
Long-term loan | 2,600,000 | ' |
Notes and advances payable | 48,286 | 272,835 |
Repayment of accrued interest on notes payable | 404,000 | 112,731 |
Net cash provided by financing activities | 2,244,286 | 160,104 |
Cash Flows from Investing Activities | ' | ' |
Equipment | ' | 14,711 |
Net cash provided by investing activities | ' | -14,711 |
Net increase in cash | 529,225 | 350,066 |
Cash, beginning of period | 177,986 | 6,969 |
Cash, end of period | 707,211 | 357,035 |
Supplemental Disclosure of Cash Flow Information: | ' | ' |
Income tax | ' | ' |
Interest | $250,159 | $92,731 |
Organization_and_Nature_of_Ope
Organization and Nature of Operations | 3 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Organization and Nature of Operations | ' |
NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS | |
Triton Emission Solutions Inc. (the “Company”) was incorporated in the state of Delaware on March 2, 2000 and is listed on the OTCQB under the symbol “DSOX”. On August 25, 2014, the Company changed its name from Poly Shield Technologies Inc. to Triton Emission Solutions Inc. The Company is in the business of developing and marketing environmental and pollution emission control solutions. | |
Triton Emission Solutions Inc.’s main focus is the development and marketing of its proprietary DSOX Fuel Purification Systems, designed to remove sulfur from marine fuel. This technology is currently aimed at the maritime industry which includes vessels for cruise-line, freight shipping and tanker companies. | |
Basis of presentation | |
The unaudited interim consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2013. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. For further information, these unaudited financial statements and the related notes should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2013, included in the Company’s report on Form 10-K. | |
Reclassifications | |
Certain prior period amounts in the accompanying consolidated interim financial statements have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the consolidated results of operations or financial position for any period presented. | |
Going Concern | |
The accompanying unaudited consolidated interim financial statements have been prepared assuming the Company will continue as a going concern. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These unaudited interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and/or a private placement of common stock. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Notes | ' | |||||
Related Party Transactions | ' | |||||
NOTE 2 - RELATED PARTY TRANSACTIONS | ||||||
Amounts due to related parties at September 30, 2014 and December 31, 2013: | ||||||
September 30, | December 31, | |||||
2014 | 2013 | |||||
Due to a company controlled by a Chief Financial Officer (“CFO”) | $ | 703 | $ | 5,405 | ||
Due to a Chief Technical Officer (“CTO”), Chief Executive Officer (“CEO”) and a President | -- | 4,911 | ||||
Due to a former President | 294 | 294 | ||||
Due to a former CEO | 2,656 | 43,605 | ||||
Due to a Vice President of Engineering | 38,854 | 4,078 | ||||
Due to related parties | $ | 42,507 | $ | 58,293 | ||
Amounts are unsecured, due on demand and bear no interest. | ||||||
During the nine months ended September 30, 2014 and 2013, the Company incurred the following expenses with related parties: | ||||||
September 30, | September 30, | |||||
2014 | 2013 | |||||
Administrative fees incurred to a company controlled by the CFO | $ | 225,000 | $ | 135,000 | ||
Management fees incurred to the CFO | 45,000 | -- | ||||
Management fees incurred to the Senior Vice President of Business Development | 180,000 | 25,000 | ||||
Consulting and survey fees incurred to the Vice President of Engineering | 105,003 | 10,000 | ||||
Consulting and management fees incurred to the President, CEO and CTO | 157,500 | -- | ||||
Fair value of warrants issued for consulting services (Notes 3 and 12) | 9,677,730 | -- | ||||
Salary incurred to the President, CEO and CTO | 31,644 | 192,514 | ||||
Fair value of options issued to a Director and Chairman (Note 12) | 253,163 | -- | ||||
Management fees incurred to a director of a former subsidiary | -- | 21,000 | ||||
Management fees incurred to an officer of a former subsidiary | -- | 18,000 | ||||
Survey fees incurred to a director | -- | 60,000 | ||||
Consulting fees incurred to the former President | 15,000 | -- | ||||
Consulting fees incurred to the former CEO | 252,000 | -- | ||||
Total transactions with related parties | $ | 10,942,040 | $ | 461,514 | ||
Employment_Management_and_Cons
Employment, Management and Consulting Agreements | 3 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Employment, Management and Consulting Agreements | ' |
NOTE 3 - EMPLOYMENT, MANAGEMENT AND CONSULTING AGREEMENTS | |
Employment and Management Consulting Agreement with President, CEO and CTO | |
On December 1, 2012 (and as amended on December 30, 2013 and February 28, 2014), the Company entered into an Employment Agreement with its President, CEO and CTO (the “Executive”). This agreement became effective on February 5, 2013 (“Effective Date”). Under the terms of the Employment Agreement, the Executive was appointed the Company’s CEO and received a signing bonus of $180,000. Beginning on the first anniversary of the Effective Date, the Executive was to be paid an annual base salary of $180,000 per year. In addition, on the Effective Date, the Company issued 154,000,000 shares of its common stock with a fair value of $81,620,000, which were placed in escrow and were to be released to the Executive upon delivery of bona fide contracts for the sale or lease of products or services at a rate of one share for each $0.25 in revenue. Escrowed stock was to be released in increments of 1,250,000 shares of common stock. | |
On March 10, 2014, the Company and the Executive terminated the Employment Agreement and entered into a technology transfer agreement whereby the Executive transferred the title of certain patent applications to the Company in return for the release of 54,000,000 of the aforementioned 154,000,000 shares. The remaining 100,000,000 shares were cancelled (Notes 6 and 12). | |
On March 10, 2014, the Company entered into a management consulting agreement (the “Management Consulting Agreement”) with the Executive whereby the Executive agreed to provide consulting services to the Company in return for a monthly fee of $22,500 and the issuance of 10,000,000 warrants with an exercise price of $1.00, which expire on March 10, 2017 (Note 12). The Executive may choose to exercise the warrants for up to 5,000,000 shares of common stock by way of a cashless exercise. Either party may terminate the agreement at any time with sixty days written notice. | |
The fair value of the warrants issued for the Management Consulting Agreement was calculated to be $9,677,730 and was expensed at the time of issuance. The fair value was determined using the Black-Scholes option pricing model at the grant date using the following assumptions: expected life of 3 years, risk-free interest rate of 0.79%, expected dividend yield of 0% and expected stock price volatility of 352%. | |
Management Consulting Agreements with CFO and Senior VP of Business Development | |
On June 25, 2014, the Company entered into two separate Management Consulting Agreements (the “Management Agreements”) with its CFO and its Senior Vice President of Business Development. Under the terms of the Management Agreements, the Company agreed to management fees of $7,500 per month payable to its CFO and $22,500 per month payable to its Senior Vice President of Business Development. Both Management Agreements are payable retroactively beginning as of April 1, 2014 and expire on June 25, 2017. | |
Consulting agreement for investor relations services | |
On September 3, 2014, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with an unrelated party (the “Consultant”) for investor relations services. The term of the Consulting Agreement is one year, expiring on September 3, 2015. | |
In consideration for the Consultant agreeing to provide the services to the Company, the Company issued 100,000 shares of its common stock with a fair value of $0.47 per share for a total of $47,000 and warrants to purchase up to 250,000 shares of its common stock at an exercise price of $0.50 per share, expiring on August 1, 2018, subject to earlier termination in the event that the Consultant ceases to act as a consultant of the Company prior to September 3, 2015. | |
The fair value of the warrants issued for the Consulting Agreement was calculated to be $117,341 and was expensed at the time of issuance. The fair value of the warrants granted was determined using the Black-Scholes option pricing model at the grant date using the following assumptions: expected life of 4 years, risk-free interest rate of 1.72%, expected dividend yield of 0% and expected stock price volatility of 324%. |
License_Agreement_Disclosure
License Agreement Disclosure | 3 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
License Agreement Disclosure | ' |
NOTE 4 - LICENSE AGREEMENT | |
On March 12, 2012, the Company entered into a license agreement with Teak Shield (the “Teak Shield License”) and its owners Robert and Marion Diefendorf (the “Licensors”) whereby the Company acquired a license to market and sell Teak Shield’s licensed products. In exchange, the Company agreed to pay a 5% royalty to the Licensors with a minimum $100,000 annual royalty payment, and agreed to issue to the Licensors 1,666,667 shares of the Company’s common stock. | |
At December 31, 2013, management determined that the Teak Shield License was fully impaired. | |
On June 24, 2014, the Company and Licensors reached an agreement to amend the Teak Shield License (the “Amended Teak Shield License”). Both parties agreed to release each other from any and all obligations pursuant to the original Teak Shield License, which resulted in reversal of the accrued royalty fees of $170,833. | |
The Amended Teak Shield License has an initial term of six years and may be automatically renewed for successive two-year terms. The Company is not required to pay a royalty and no additional consideration is required in order to maintain the licensing rights. |
Distribution_and_License_Right
Distribution and License Rights | 3 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Distribution and License Rights | ' |
NOTE 5 - DISTRIBUTION AND LICENSE RIGHTS | |
On January 31, 2013, the Company issued 100,000 shares of its common stock with a fair value of $53,000 as a purchase price for all of the issued and outstanding shares in the capital of Ecolutions, Inc. (“Ecolutions”) which held the rights to the intellectual property of Green Tech Marine AS (“GTM”). As a result of acquiring Ecolutions, the Company acquired distribution and license rights to the Exhaust Scrubber, a proprietary exhaust gas scrubber technology developed by GTM (“GTM Contracts”). | |
The GTM Contracts are in effect until November 15, 2022, and may be automatically renewed for a further ten year period unless either party gives written notice of termination at least 90 days prior to the then current term. | |
The GTM Contracts are amortized over 10 years on a straight line basis. During the nine months ended September 30, 2014, amortization expense of $3,975 (September 30, 2013 - $3,533) was recorded. |
Technology_Transfer_Agreement_
Technology Transfer Agreement Disclosure | 3 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Technology Transfer Agreement Disclosure | ' |
NOTE 6 - TECHNOLOGY TRANSFER AGREEMENT | |
On March 10, 2014, the Company entered into a Technology Transfer Agreement with the Executive. Under the terms of the Technology Transfer Agreement, the Executive agreed to sell to the Company all of his right, title and interest in and to all technologies owned by him that relate to the abatement and reduction of emissions and exhausts from internal combustion engines through the pre-treatment of input fuels, the treatment of exhaust gases produced by such engines, or any combination thereof (collectively, the “Technology”), including all of the Executive’s right, title and interest in and to certain patent applications to the Technology. | |
In consideration for the Technology, the Company agreed to release 54,000,000 of the total 154,000,000 shares of common stock that were previously issued to the Executive and held in escrow, subject to forfeiture or release upon the fulfillment of certain performance conditions as set out in the Employment Agreement. The remaining 100,000,000 shares were cancelled (Notes 3 and 12). | |
The fair value of the 54,000,000 shares which were released for the Technology was $52,380,000. The Technology is amortized over 10 years on a straight line basis. During the nine months ended September 30, 2014, amortization expense of $2,837,250 (September 30, 2013 - $Nil) was recorded. |
Equipment_Disclosure
Equipment Disclosure | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Notes | ' | |||||
Equipment Disclosure | ' | |||||
NOTE 7 - EQUIPMENT | ||||||
Amortization schedule for the equipment at September 30, 2014 and December 31, 2013: | ||||||
September 30, | December 31, | |||||
2014 | 2013 | |||||
Book value | $ | 39,413 | $ | 41,602 | ||
Amortization | -6,223 | -2,189 | ||||
Equipment | $ | 33,190 | $ | 39,413 | ||
The equipment consists of testing and laboratory tools and machinery, and is amortized on a straight-line basis over its useful life of five years. |
Unearned_Revenue_and_Work_in_P
Unearned Revenue and Work in Progress | 3 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Unearned Revenue and Work in Progress | ' |
NOTE 8 - UNEARNED REVENUE AND WORK IN PROGRESS | |
During the nine months ended September 30, 2014, the Company received $975,000, as a deposit for future installation of its DSOX Fuel Purification System (the “DSOX System”) pursuant to its April 15, 2014 purchase and services agreement. The agreement provides for the purchase of up to ten additional DSOX Systems. | |
During the nine months ended September 30, 2014, the Company started a manufacturing process of its first land-based DSOX System, representing a combination of two DSOX-15 Systems originally designed to be used on board of a ship. As of September 30, 2014, the Company recorded $763,315 as work in progress associated with this installation, of which $221,557 was represented by the cost of parts and equipment required to build DSOX System and $541,758 consisted of fees charged by the external contractors for building the DSOX System. | |
In April of 2014, the Company started a manufacturing process of it DSOX-20 System pursuant to its April 15, 2014 agreement. As of September 30, 2014 the Company recorded $126,588 as work in progress which was represented by the cost of parts and equipment required to build DSOX-20 System associated with this installation. |
Notes_and_Advances_Payable_Dis
Notes and Advances Payable Disclosure | 3 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Notes | ' | ||||||||||
Notes and Advances Payable Disclosure | ' | ||||||||||
NOTE 9 - NOTES AND ADVANCES PAYABLE | |||||||||||
Acamar Loan | |||||||||||
On April 19, 2012, the Company signed a loan agreement with Acamar Investments, Inc. (the “Acamar”) for $260,000, repayable on June 30, 2014 (as amended) (the “Acamar Loan”). The Acamar Loan bore interest at 3.5% per month for an effective rate of 51% per annum and was secured by the Teak Shield License (Note 4). On September 18, 2014, the Company reached an agreement with Acamar to release the Company from its obligations under the Acamar Loan upon the payment of $300,000 (the “Cash Consideration”). | |||||||||||
As at September 18, 2014, the total principle payable under the Acamar Loan was $380,688 and accrued interest totaled $146,159, the Company had also recorded $11,474 as penalty on late repayments of interest. Upon the payment of the Cash Consideration, the Company recorded $238,321 as forgiveness of debt under the Acamar Loan. | |||||||||||
During the nine months ended September 30, 2014, the Company paid total of $250,159 in interest (September 30, 2013 - $90,000). | |||||||||||
Other Loans | |||||||||||
During the nine months ended September 30, 2014, the Company received an advance of CAD$50,000 ($48,286). This advance does not bear interest, is unsecured and due on demand. | |||||||||||
The tables below summarize the short-term loans outstanding as at September 30, 2014 and December 31, 2013: | |||||||||||
As at September 30, 2014 | |||||||||||
Interest rate | Due | Principal outstanding | Accrued | Total | |||||||
per annum | date | interest | |||||||||
Acamar Loan | 51% | 30-Jun-14 | $ | -- | $ | -- | $ | -- | |||
Other Loans | 8% | On demand | 27,000 | 6,546 | 33,546 | ||||||
Other Loans | 7% | On demand | 49,500 | 15,718 | 65,218 | ||||||
Other Loans | 6% | On demand | 169,522 | 25,509 | 195,031 | ||||||
Other Loans | 0% | On demand | 349,956 | - | 349,956 | ||||||
$ | 595,978 | $ | 47,773 | $ | 643,751 | ||||||
As at December 31, 2013 | |||||||||||
Interest rate | Due | Principal outstanding | Accrued | Total | |||||||
per annum | date | interest | |||||||||
Acamar Loan | 51% | 30-Jun-14 | $ | 377,500 | $ | 108,059 | $ | 485,559 | |||
Other Loans | 8% | On demand | 27,000 | 4,604 | 31,604 | ||||||
Other Loans | 7% | On demand | 49,500 | 12,401 | 61,901 | ||||||
Other Loans | 6% | On demand | 178,639 | 17,884 | 196,523 | ||||||
Other Loans | 0% | On demand | 295,311 | - | 295,311 | ||||||
$ | 927,950 | $ | 142,948 | $ | 1,070,898 | ||||||
Longterm_Loans_Disclosure
Long-term Loans Disclosure | 3 Months Ended | ||||
Sep. 30, 2014 | |||||
Notes | ' | ||||
Long-term Loans Disclosure | ' | ||||
NOTE 10 - LONG-TERM LOANS | |||||
First KF Business Ventures Loan Agreement | |||||
On January 15, 2014, the Company entered into a binding letter agreement with KF Business Ventures LP (the “Lender”), which was superseded by the formal definitive loan agreement signed on February 11, 2014 and further amended on March 10, 2014 and September 8, 2014 (the “First KF Loan Agreement”). Under the First KF Loan Agreement the Lender agreed to lend to the Company up to $2,000,000 in four equal installments of $500,000 each (the “First KF Loan”). The First KF Loan accumulates interest at a rate of 10% per annum, compounded monthly. Pursuant to the First KF Loan Agreement (as amended on March 10, 2014) the principal and interest were to become payable in 18 equal monthly installments commencing on January 1, 2015, with the Company having the right to prepay the First KF Loan at any time in increments of not less than $250,000. | |||||
In consideration for the First KF Loan Agreement, as amended on March 10, 2014, the Company issued to the Lender non-transferrable share purchase warrants to purchase a total of 6,904,546 shares of the Company’s common stock, exercisable at a price of $1.00 per share (Note 12). Warrants for 2,450,000 shares of the Company’s common stock were to expire on January 15, 2015, and warrants for 4,454,546 shares of the Company’s common stock expire on January 15, 2018. The Lender may choose to exercise the warrants for up to 3,452,273 shares of common stock by way of a cashless exercise. | |||||
The fair value of the warrants was calculated to be $5,821,189 using the Black-Scholes option pricing model. | |||||
Under the guidance provided by ASC 470-20-25-2, proceeds from the sale of debt instrument with stock purchase warrants are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants must be accounted for as paid-in capital. The remainder of the proceeds is to be allocated to the debt instrument portion of the transaction. | |||||
Management has determined that the warrants issued as consideration for the First KF Loan Agreement are detachable from the debt instrument, as the debt instrument does not have to be surrendered to exercise the warrant. | |||||
The relative fair value of the original 6,904,546 warrants was determined to be $1,536,353 and the value allocated to the debt portion of the instrument was determined to be $463,647 at the time of issuance using an effective interest rate of 64.4%. | |||||
On September 8, 2014, the Company entered into a Second Amendment Agreement (the “September Amendment”) with the Lender to extend the maturity of the First KF Loan to January 15, 2016 and replace 18 equal monthly installments with a one time payment of principle and accrued interest. Furthermore, the Company has an option to further extend the repayment of the First KF Loan to January 15, 2017. | |||||
The extension to January 15, 2017, may be granted upon the Company issuing to the Lender additional share purchase warrants (the “Extension Warrants”) that will equal to one-half of the outstanding principal and unpaid interest as at January 15, 2016. The Extension Warrants will have an initial exercise price of $0.50 per share and expiring on September 1, 2021. | |||||
As consideration for the September Amendment, the Company issued to the Lender additional warrants for the purchase of up to 2,350,000 shares of the Company’s common stock (the “September Warrants”), with an initial exercise price of $0.50 per share and expiring on January 15, 2019, with cashless exercise rights for up to 1,175,000 shares. In addition, the Company agreed to decrease the exercise price for all warrants previously issued to the Lender under the First KF Loan (the “Amended Warrants”) from $1.00 per share to $0.50 per share and extend the expiration date of warrants for up to 2,450,000 shares of the Company’s common stock from January 15, 2015 to January 15, 2016. | |||||
Under the guidance provided by ASC 470-50-40-17(b) – Fees Between Debtor and Creditor – the fees incurred to replace or modify the existing debt instrument shall be associated with any existing unamortized premium or discount and amortized as an adjustment of interest expense over the remaining term of the replacement or modified debt instrument. | |||||
The Amended Warrants and September Warrants were accounted for as fees incurred to replace or modify the existing debt. The fair value of the Additional Warrants and September Warrants was determined to be $1,519,807. As at the time of the September Amendment the recorded book value of the First KF Loan was $676,761, the cost of Amended Warrants and September Warrants was deemed to be $676,761, which amount will be amortized over the term of the loan, at the rate of $39,804 per month. | |||||
The fair values of the warrants and adjustments were determined using the Black-Scholes option pricing model at the grant date using the following assumptions: | |||||
Expected Warrant Life (in years) | 0.35-4.36 yrs. | ||||
Risk-Free Interest Rate | 0.02%-1.24% | ||||
Expected Dividend Yield | Nil | ||||
Expected Stock Price Volatility | 43%-362% | ||||
During the nine months ended September 30, 2014, the Company recognized accretion expense of $276,050. At September 30, 2014, the Company accrued $100,025 in interest payable under the First KF Loan (December 31, 2013 - $Nil). | |||||
First KF Loan at September 30, 2014: | |||||
Long-term Loan | Original Warrants | September Warrants | Total | ||
First KF Loan | $2,000,000 | $ - | $ - | $2,000,000 | |
Fair Value of Warrants | - | -1,536,353 | -676,761 | -2,213,114 | |
Accretion Expense Recognized | - | 246,856 | 29,194 | 276,050 | |
Interest Expense Recorded | 100,025 | - | - | 100,025 | |
Balance at September 30, 2014 | $2,100,025 | ($1,289,497) | ($647,567) | $162,961 | |
Second KF Business Ventures Loan Agreement | |||||
On July 28, 2014, the Company entered into a second loan agreement with KF Business Ventures LP (the “Second KF Loan Agreement”). Under the Second KF Loan Agreement, the Lender agreed to lend to the Company $2,400,000 (the “Second KF Loan”), to be advanced in eight equal installments of $300,000 each, commencing on September 1, 2014 and on the first day of each consecutive calendar month thereafter until fully advanced. | |||||
As of September 30, 2014, the Company received $600,000 under the Second KF Loan Agreement, which represented September and October installments. The remaining $1,800,000 was recorded as a loan receivable. | |||||
The Second KF Loan accumulates interest at a rate of 10% per annum, compounded monthly. The initial maturity date under the Second KF Loan Agreement is January 15, 2016, which can be extended to January 15, 2017. | |||||
The extension may be granted upon the Company issuing to the Lender additional share purchase warrants (the “Extension Warrants”) that will equal to one-half of the outstanding principal and unpaid interest as at January 15, 2016. The Extension Warrants will have an initial exercise price of $0.50 per share and expiring on September 1, 2021. | |||||
In consideration for the Second KF Loan Agreement, the Company issued to the Lender non-transferrable share purchase warrants for a total of 9,600,000 shares of the Company’s common stock, exercisable at a price of $0.50 per share for a period expiring September 1, 2019 (Note 12). The Lender may choose to exercise the warrants for up to 4,800,000 shares of common stock by way of a cashless exercise. | |||||
The fair value of all the warrants issued under the Second KF Loan Agreement, was calculated to be $6,334,966 using the Black-Scholes option pricing model at the grant date using the following assumptions: | |||||
Expected Warrant Life (in years) | 5.1 yrs. | ||||
Risk-Free Interest Rate | 1.73% | ||||
Expected Dividend Yield | Nil | ||||
Expected Stock Price Volatility | 330% | ||||
The relative fair value of the warrants and debt was determined following the guidance provided by ASC 470-20-25-2. The warrants were assigned the relative fair value of $1,687,523 and the value allocated to the debt portion of the instrument was determined to be $712,477 at the time of issuance using an effective interest rate of 91.8%. During the nine months ended September 30, 2014, the Company recognized accretion expense of $51,955 and recorded $3,374 in interest expense payable under the Second KF Loan (December 31, 2013 – $Nil). | |||||
Second KF Loan at September 30, 2014: | |||||
Long-term Loan | Original Warrants | Total | |||
Second KF Loan | $ 2,400,000* | $ - | $2,400,000 | ||
Fair Value of Warrants | - | -1,687,523 | -1,687,523 | ||
Accretion Expense Recognized | - | 51,955 | 51,955 | ||
Interest Expense Recorded | 3,374 | - | 3,374 | ||
Balance at September 30, 2014 | $2,403,374 | $1,635,568 | $767,806 | ||
* At September 30, 2014, the Company had a receivable of $1,800,000 under the Second KF Loan Agreement. |
Notes_and_Loans_Receivable
Notes and Loans Receivable | 3 Months Ended |
Sep. 30, 2014 | |
Notes | ' |
Notes and Loans Receivable | ' |
NOTE 11 - NOTES AND LOANS RECEIVABLE | |
During the nine months ended September 30, 2014, the Company advanced a total of $150,000 to its former subsidiary, New World Technologies Group Inc. The loans bare interests at 6% per year compounded monthly and are due on demand. At June 30, 2014, the amount receivable was impaired due to uncertainty of collectability. As of September 30, 2014 the full amount of loan remains uncollected. |
Share_Capital_Disclosure
Share Capital Disclosure | 3 Months Ended | ||
Sep. 30, 2014 | |||
Notes | ' | ||
Share Capital Disclosure | ' | ||
NOTE 12 - SHARE CAPITAL | |||
On March 10, 2014, in consideration for the Technology transferred by the Executive to the Company (Notes 3 and 6), the Company agreed to release, from escrow, 54,000,000 shares of the total 154,000,000 shares of common stock that were previously issued to the Executive and held in escrow. The fair value of the 54,000,000 shares was $52,380,000. The remaining 100,000,000 shares were cancelled (Note 3). | |||
On April 1, 2014, the Company recorded an obligation to issue 51,000 shares of its common stock with a fair value of $46,410 for the consulting and website design services. As of September 30, 2014, these shares remained unissued. | |||
On September 3, 2014, pursuant to the Consulting Agreement with an unrelated party for investor relations services the Company issued 100,000 shares of its common stock with a fair value of $47,000 (Note 3). | |||
Warrants | |||
On January 15, 2014, in consideration for the First KF Loan (Note 10) the Company issued to KF Business Ventures LP non-transferrable share purchase warrants for a total of 6,200,000 shares of the Company’s common stock, exercisable at a price of $1.00 per share (collectively, the “Warrants”). Warrants for 2,200,000 shares of the Company’s common stock were expiring on January 15, 2015, and Warrants for 4,000,000 shares of the Company’s common stock expire on January 15, 2018. | |||
On March 10, 2014, the Company signed a first amendment to the KF Loan Agreement (the “First Amendment”) (Note 10). Under the terms of the First Amendment, the Company issued to the Lender additional non-transferrable share purchase warrants for a total of 704,546 shares of the Company’s common stock with an initial exercise price of $1.00 per share (collectively, the “Additional Warrants”). The Additional Warrants to purchase a total of 250,000 shares of the Company’s common stock were expiring on January 15, 2015, with the remaining 454,546 Additional Warrants expiring on January 15, 2018. The Additional Warrants may be exercised by way of a cashless exercise for a total of up to 352,273 shares. | |||
On September 8, 2014, the Company entered into a Second Amendment Agreement (the “September Amendment”) with the Lender to extend the maturity of the Firs KF Loan Agreement to January 15, 2016. As consideration for the September Amendment, the Company agreed to extend the expiration date for 2,450,000 warrants previously issued to the Lender under the First KF Loan Agreement and the First Amendment from January 15, 2015 to January 15, 2016, and decrease the exercise price for all warrants previously issued to the Lender from $1.00 per share to $0.50 per share (Note 10). | |||
In addition, the Company issued to the Lender additional warrants for the purchase of up to 2,350,000 shares of the Company’s common stock, with an initial exercise price of $0.50 per share and expiring on January 15, 2019, with cashless exercise rights for up to 1,175,000 shares. | |||
On March 10, 2014, in consideration for the Management Consulting Agreement with the Executive (Note 3), the Company issued non-transferrable share purchase warrants to purchase a total of 10,000,000 shares of the Company’s common stock with an initial exercise price of $1.00 per share. The warrants expire on March 10, 2017. The Executive may choose to exercise the warrants for up to 5,000,000 shares of common stock by way of a cashless exercise. | |||
On September 3, 2014, pursuant to the Consulting Agreement with an unrelated party for investor relations services the Company issued non-transferrable warrants to purchase up to 250,000 shares of its common stock at an exercise price of $0.50 per share, expiring on August 1, 2018. The warrants are subject to earlier termination in the event that the Consulting Agreement is terminated prior to September 3, 2015. | |||
Details of warrants outstanding as at September 30, 2014 are as follows: | |||
Exercise price | Expiry date | Number of warrants | |
outstanding | |||
$0.50 | 15-Jan-16 | 2,450,000 | |
$1.00 | 10-Mar-17 | 10,000,000 | |
$0.50 | 15-Jan-18 | 4,454,546 | |
$0.50 | 1-Aug-18 | 250,000 | |
$0.50 | 15-Jan-19 | 2,350,000 | |
$0.50 | 1-Sep-19 | 9,600,000 | |
29,104,546 | |||
At September 30, 2014, the weighted-average exercise price and remaining contractual life of the outstanding share purchase warrants were $0.67 and 3.46 years, respectively. | |||
Options | |||
Effective September 8, 2014, the Company adopted the 2014 Stock Option Plan (the "2014 Plan"). The 2014 Plan allows the Company to grant awards to its officers, directors and employees. In addition, the Company may grant awards to individuals who act as consultants to the Company, so long as those consultants do not provide services connected to the offer or sale of the Company’s securities in capital raising transactions and do not directly or indirectly promote or maintain a market for the Company’s securities. | |||
The Company reserved the total of 13,200,000 shares of its common stock for issuance under the 2014 Plan. However, under the terms of the 2014 Plan, at any time after January 1, 2015, the Company can increase the number of authorized shares available under the 2014 Plan up to 15% of the total number of shares of common stock then outstanding. | |||
On September 8, 2014, the Company granted options to acquire up to 2,500,000 shares of the Company’s common stock to a Director (the “Options”). These Options were issued under the 2014 Plan. The Options vest at a rate of 500,000 shares per year, beginning September 1, 2014 and have initial exercise price of $0.50 per share. The Options will expire 5 years after the vesting date thereof (Note 2). During the nine months ended September 30, 2014, the Company expensed stock based compensation of $253,163. |
Organization_and_Nature_of_Ope1
Organization and Nature of Operations: Basis of Presentation (Policies) | 3 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Basis of Presentation | ' |
Basis of presentation | |
The unaudited interim consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2013. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. For further information, these unaudited financial statements and the related notes should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2013, included in the Company’s report on Form 10-K. |
Organization_and_Nature_of_Ope2
Organization and Nature of Operations: Reclassifications (Policies) | 3 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Reclassifications | ' |
Reclassifications | |
Certain prior period amounts in the accompanying consolidated interim financial statements have been reclassified to conform to the current period’s presentation. These reclassifications had no effect on the consolidated results of operations or financial position for any period presented. |
Organization_and_Nature_of_Ope3
Organization and Nature of Operations: Going Concern (Policies) | 3 Months Ended |
Sep. 30, 2014 | |
Policies | ' |
Going Concern | ' |
Going Concern | |
The accompanying unaudited consolidated interim financial statements have been prepared assuming the Company will continue as a going concern. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These unaudited interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and/or a private placement of common stock. |
Related_Party_Transactions_Sch
Related Party Transactions: Schedule of Related Party Transactions (Tables) | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Tables/Schedules | ' | |||||
Schedule of Related Party Transactions | ' | |||||
September 30, | December 31, | |||||
2014 | 2013 | |||||
Due to a company controlled by a Chief Financial Officer (“CFO”) | $ | 703 | $ | 5,405 | ||
Due to a Chief Technical Officer (“CTO”), Chief Executive Officer (“CEO”) and a President | -- | 4,911 | ||||
Due to a former President | 294 | 294 | ||||
Due to a former CEO | 2,656 | 43,605 | ||||
Due to a Vice President of Engineering | 38,854 | 4,078 | ||||
Due to related parties | $ | 42,507 | $ | 58,293 |
Related_Party_Transactions_Sch1
Related Party Transactions: Schedule of expenses with related parties (Tables) | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Tables/Schedules | ' | |||||
Schedule of expenses with related parties | ' | |||||
September 30, | September 30, | |||||
2014 | 2013 | |||||
Administrative fees incurred to a company controlled by the CFO | $ | 225,000 | $ | 135,000 | ||
Management fees incurred to the CFO | 45,000 | -- | ||||
Management fees incurred to the Senior Vice President of Business Development | 180,000 | 25,000 | ||||
Consulting and survey fees incurred to the Vice President of Engineering | 105,003 | 10,000 | ||||
Consulting and management fees incurred to the President, CEO and CTO | 157,500 | -- | ||||
Fair value of warrants issued for consulting services (Notes 3 and 12) | 9,677,730 | -- | ||||
Salary incurred to the President, CEO and CTO | 31,644 | 192,514 | ||||
Fair value of options issued to a Director and Chairman (Note 12) | 253,163 | -- | ||||
Management fees incurred to a director of a former subsidiary | -- | 21,000 | ||||
Management fees incurred to an officer of a former subsidiary | -- | 18,000 | ||||
Survey fees incurred to a director | -- | 60,000 | ||||
Consulting fees incurred to the former President | 15,000 | -- | ||||
Consulting fees incurred to the former CEO | 252,000 | -- | ||||
Total transactions with related parties | $ | 10,942,040 | $ | 461,514 |
Equipment_Disclosure_Amortizat
Equipment Disclosure: Amortization Schedule for Equipment (Tables) | 3 Months Ended | |||||
Sep. 30, 2014 | ||||||
Tables/Schedules | ' | |||||
Amortization Schedule for Equipment | ' | |||||
September 30, | December 31, | |||||
2014 | 2013 | |||||
Book value | $ | 39,413 | $ | 41,602 | ||
Amortization | -6,223 | -2,189 | ||||
Equipment | $ | 33,190 | $ | 39,413 |
Notes_and_Advances_Payable_Dis1
Notes and Advances Payable Disclosure: Schedule of Loans Outstanding (Tables) | 3 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Tables/Schedules | ' | ||||||||||
Schedule of Loans Outstanding | ' | ||||||||||
As at September 30, 2014 | |||||||||||
Interest rate | Due | Principal outstanding | Accrued | Total | |||||||
per annum | date | interest | |||||||||
Acamar Loan | 51% | 30-Jun-14 | $ | -- | $ | -- | $ | -- | |||
Other Loans | 8% | On demand | 27,000 | 6,546 | 33,546 | ||||||
Other Loans | 7% | On demand | 49,500 | 15,718 | 65,218 | ||||||
Other Loans | 6% | On demand | 169,522 | 25,509 | 195,031 | ||||||
Other Loans | 0% | On demand | 349,956 | - | 349,956 | ||||||
$ | 595,978 | $ | 47,773 | $ | 643,751 | ||||||
As at December 31, 2013 | |||||||||||
Interest rate | Due | Principal outstanding | Accrued | Total | |||||||
per annum | date | interest | |||||||||
Acamar Loan | 51% | 30-Jun-14 | $ | 377,500 | $ | 108,059 | $ | 485,559 | |||
Other Loans | 8% | On demand | 27,000 | 4,604 | 31,604 | ||||||
Other Loans | 7% | On demand | 49,500 | 12,401 | 61,901 | ||||||
Other Loans | 6% | On demand | 178,639 | 17,884 | 196,523 | ||||||
Other Loans | 0% | On demand | 295,311 | - | 295,311 | ||||||
$ | 927,950 | $ | 142,948 | $ | 1,070,898 | ||||||
Longterm_Loans_Disclosure_Firs
Long-term Loans Disclosure: First KF Loan at September 30, 2014 (Tables) | 3 Months Ended | ||||
Sep. 30, 2014 | |||||
Tables/Schedules | ' | ||||
First KF Loan at September 30, 2014 | ' | ||||
Long-term Loan | Original Warrants | September Warrants | Total | ||
First KF Loan | $2,000,000 | $ - | $ - | $2,000,000 | |
Fair Value of Warrants | - | -1,536,353 | -676,761 | -2,213,114 | |
Accretion Expense Recognized | - | 246,856 | 29,194 | 276,050 | |
Interest Expense Recorded | 100,025 | - | - | 100,025 | |
Balance at September 30, 2014 | $2,100,025 | ($1,289,497) | ($647,567) | $162,961 |
Longterm_Loans_Disclosure_Seco
Long-term Loans Disclosure: Second KF Loan at September 30, 2014 (Tables) | 3 Months Ended | |||
Sep. 30, 2014 | ||||
Tables/Schedules | ' | |||
Second KF Loan at September 30, 2014 | ' | |||
Long-term Loan | Original Warrants | Total | ||
Second KF Loan | $ 2,400,000* | $ - | $2,400,000 | |
Fair Value of Warrants | - | -1,687,523 | -1,687,523 | |
Accretion Expense Recognized | - | 51,955 | 51,955 | |
Interest Expense Recorded | 3,374 | - | 3,374 | |
Balance at September 30, 2014 | $2,403,374 | $1,635,568 | $767,806 |
Share_Capital_Disclosure_Sched
Share Capital Disclosure: Schedule of Stockholders' Equity Note, Warrants (Tables) | 3 Months Ended | ||
Sep. 30, 2014 | |||
Tables/Schedules | ' | ||
Schedule of Stockholders' Equity Note, Warrants | ' | ||
Exercise price | Expiry date | Number of warrants | |
outstanding | |||
$0.50 | 15-Jan-16 | 2,450,000 | |
$1.00 | 10-Mar-17 | 10,000,000 | |
$0.50 | 15-Jan-18 | 4,454,546 | |
$0.50 | 1-Aug-18 | 250,000 | |
$0.50 | 15-Jan-19 | 2,350,000 | |
$0.50 | 1-Sep-19 | 9,600,000 | |
29,104,546 |
Related_Party_Transactions_Sch2
Related Party Transactions: Schedule of Related Party Transactions (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Due to related parties | $42,507 | $58,293 |
Company controlled by Chief Financial Officer | ' | ' |
Due to related parties | 703 | 5,405 |
Chief Technical Officer, Chief Executive Officer and President | ' | ' |
Due to related parties | ' | 4,911 |
Former President | ' | ' |
Due to related parties | 294 | 294 |
Former Chief Executive Officer | ' | ' |
Due to related parties | 2,656 | 43,605 |
Vice President of Engineering | ' | ' |
Due to related parties | $38,854 | $4,078 |
Related_Party_Transactions_Sch3
Related Party Transactions: Schedule of expenses with related parties (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Expenses incurred with related parties | $10,942,040 | $461,514 |
Company controlled by Chief Financial Officer | ' | ' |
Expenses incurred with related parties | 225,000 | 135,000 |
Chief Financial Officer | ' | ' |
Expenses incurred with related parties | 45,000 | ' |
Senior Vice President of Business Development | ' | ' |
Expenses incurred with related parties | 180,000 | 25,000 |
Vice President of Engineering | ' | ' |
Expenses incurred with related parties | 105,003 | 10,000 |
Chief Technical Officer, Chief Executive Officer and President | ' | ' |
Expenses incurred with related parties | 157,500 | ' |
Chief Technical Officer, Chief Executive Officer and President (Warrants) | ' | ' |
Expenses incurred with related parties | 9,677,730 | ' |
Chief Technical Officer, Chief Executive Officer and President (Salaries) | ' | ' |
Expenses incurred with related parties | 31,644 | 192,514 |
Director And Chairman Options | ' | ' |
Expenses incurred with related parties | 253,163 | ' |
Director Of A Former Subsidiary | ' | ' |
Expenses incurred with related parties | ' | 21,000 |
Officer Of A Former Subsidiary | ' | ' |
Expenses incurred with related parties | ' | 18,000 |
Director Survey Fees | ' | ' |
Expenses incurred with related parties | ' | 60,000 |
Former President | ' | ' |
Expenses incurred with related parties | 15,000 | ' |
Former Chief Executive Officer | ' | ' |
Expenses incurred with related parties | $252,000 | ' |
Employment_Management_and_Cons1
Employment, Management and Consulting Agreements (Details) (USD $) | 0 Months Ended | 0 Months Ended | ||||||
Sep. 03, 2014 | Dec. 01, 2012 | Feb. 05, 2013 | Mar. 10, 2014 | Feb. 05, 2013 | Mar. 10, 2014 | Jun. 25, 2014 | Jun. 25, 2014 | |
Consulting agreement for investor relations services | Chief Executive Officer | Chief Executive Officer | Technology Transfer Agreement | Technology Transfer Agreement | Management Consulting Agreement | Management Agreement, CFO | Management Agreement, Senior Vice President of Business Development | |
Signing bonus | ' | $180,000 | ' | ' | ' | ' | ' | ' |
Annual base salary | ' | ' | 180,000 | ' | ' | ' | ' | ' |
Shares of common stock issued per agreement | 100,000 | ' | ' | ' | 154,000,000 | ' | ' | ' |
Fair value of common stock issued | 47,000 | ' | 81,620,000 | ' | ' | ' | ' | ' |
Number of incremental shares of escrowed stock to released | ' | ' | 1,250,000 | ' | ' | ' | ' | ' |
Number of Escrowed Shares Released | ' | ' | ' | 54,000,000 | ' | ' | ' | ' |
Number of Escrowed Shares Cancelled | ' | ' | ' | 100,000,000 | ' | ' | ' | ' |
Monthly fee | ' | ' | ' | ' | ' | 22,500 | 7,500 | 22,500 |
Issuance of warrants | 250,000 | ' | ' | ' | ' | 10,000,000 | ' | ' |
Common stock that may be exercised by warrants | ' | ' | ' | ' | ' | 5,000,000 | ' | ' |
Fair value of the warrants issued | $117,341 | ' | ' | ' | ' | $9,677,730 | ' | ' |
Risk-free interest rate assumption | 1.72% | ' | ' | ' | ' | 0.79% | ' | ' |
Expected dividend yield | 0.00% | ' | ' | ' | ' | 0.00% | ' | ' |
Expected stock price volatility | 324.00% | ' | ' | ' | ' | 352.00% | ' | ' |
License_Agreement_Disclosure_D
License Agreement Disclosure (Details) (Teak Shield License, USD $) | 0 Months Ended | |
Mar. 12, 2012 | Jun. 24, 2014 | |
Teak Shield License | ' | ' |
Annual royalty payment percentage | 5.00% | ' |
Minimum annual royalty payment | $100,000 | ' |
Shares agreed to be issued to licensors | 1,666,667 | ' |
Reversal of the royalty fees | ' | $170,833 |
Distribution_and_License_Right1
Distribution and License Rights (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Ecolutions | ' | ' |
Shares of common stock issued for purchase | ' | 100,000 |
Fair value of purchase price | ' | $53,000 |
GTM Contracts | ' | ' |
Amortization expense | $3,975 | $3,533 |
Technology_Transfer_Agreement_1
Technology Transfer Agreement Disclosure (Details) (Technology Transfer Agreement, USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Mar. 10, 2014 | Feb. 05, 2013 | |
Technology Transfer Agreement | ' | ' | ' |
Number of Escrowed Shares Released | ' | 54,000,000 | ' |
Shares of common stock issued per agreement | ' | ' | 154,000,000 |
Number of Escrowed Shares Cancelled | ' | 100,000,000 | ' |
Fair value of shares release | ' | $52,380,000 | ' |
Amortization expense recorded | $2,837,250 | ' | ' |
Equipment_Disclosure_Amortizat1
Equipment Disclosure: Amortization Schedule for Equipment (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Details | ' | ' |
Book value of equipment | $39,413 | $41,602 |
Amortization of equipment | -6,223 | -2,189 |
Equipment, net | $33,190 | $39,413 |
Unearned_Revenue_and_Work_in_P1
Unearned Revenue and Work in Progress (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Proceeds from deposits | $975,000 |
Dsox 15 | ' |
Work in progress recorded | 763,315 |
Cost of parts and equipment required to build DSOX System | ' |
Work in progress recorded | 221,557 |
Fees charged by the external contractors for building the DSOX System | ' |
Work in progress recorded | 541,758 |
Dsox 20 | ' |
Work in progress recorded | $126,588 |
Notes_and_Advances_Payable_Dis2
Notes and Advances Payable Disclosure (Details) (USD $) | 9 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 18, 2014 | Dec. 31, 2013 | Apr. 19, 2012 | |
Principal Outstanding | $595,978 | ' | ' | $927,950 | ' |
Accrued interest | 47,773 | ' | ' | 142,948 | ' |
Acamar Loans | ' | ' | ' | ' | ' |
Loan agreement | ' | ' | ' | ' | 260,000 |
Stated interest rate | ' | ' | ' | ' | 3.50% |
Principal Outstanding | ' | ' | 380,688 | 377,500 | ' |
Accrued interest | ' | ' | 146,159 | 108,059 | ' |
Penalty on late repayments of interest | ' | ' | 11,474 | ' | ' |
Forgiveness of debt amount | 238,321 | ' | ' | ' | ' |
Interest paid | $250,159 | $90,000 | ' | ' | ' |
Notes_and_Advances_Payable_Dis3
Notes and Advances Payable Disclosure: Schedule of Loans Outstanding (Details) (USD $) | Dec. 31, 2014 | Sep. 30, 2014 | Sep. 18, 2014 | Dec. 31, 2013 |
Principal Outstanding | ' | 595,978 | ' | $927,950 |
Accrued interest | ' | 47,773 | ' | 142,948 |
Loans payable total | ' | 643,751 | ' | 1,070,898 |
Acamar Loans | ' | ' | ' | ' |
Effective interest rate | 51.00% | 51.00% | ' | ' |
Principal Outstanding | ' | ' | 380,688 | 377,500 |
Accrued interest | ' | ' | 146,159 | 108,059 |
Loans payable total | ' | ' | ' | 485,559 |
Other Loans (1) | ' | ' | ' | ' |
Effective interest rate | ' | 8.00% | ' | 8.00% |
Principal Outstanding | ' | 27,000 | ' | 27,000 |
Accrued interest | ' | 6,546 | ' | 4,604 |
Loans payable total | ' | 33,546 | ' | 31,604 |
Other Loans (2) | ' | ' | ' | ' |
Effective interest rate | ' | 7.00% | ' | 7.00% |
Principal Outstanding | ' | 49,500 | ' | 49,500 |
Accrued interest | ' | 15,718 | ' | 12,401 |
Loans payable total | ' | 65,218 | ' | 61,901 |
Other Loans (3) | ' | ' | ' | ' |
Effective interest rate | ' | 6.00% | ' | 6.00% |
Principal Outstanding | ' | 169,522 | ' | 178,639 |
Accrued interest | ' | 25,509 | ' | 17,884 |
Loans payable total | ' | 195,031 | ' | 196,523 |
Other Loans (4) | ' | ' | ' | ' |
Effective interest rate | ' | 0.00% | ' | 0.00% |
Principal Outstanding | ' | 349,956 | ' | 295,311 |
Loans payable total | ' | 349,956 | ' | $295,311 |
Longterm_Loans_Disclosure_Deta
Long-term Loans Disclosure (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 08, 2014 | Mar. 10, 2014 | Sep. 30, 2014 | Jul. 28, 2014 | |
First KF Loan Agreement | First KF Loan Agreement | First KF Loan Agreement | Second KF Loan Agreement | Second KF Loan Agreement | |||
Loan agreement | ' | ' | ' | ' | $2,000,000 | ' | $2,400,000 |
Effective interest rate | ' | ' | ' | ' | 10.00% | ' | 10.00% |
Common stock that may be exercised by warrants | ' | ' | ' | 2,350,000 | 6,904,546 | ' | 9,600,000 |
Accretion expense | -191,692 | 328,005 | 276,050 | ' | ' | 51,955 | ' |
Interest payable accrued | ' | ' | 100,025 | ' | ' | 3,374 | ' |
Loan agreement receivable | ' | ' | ' | ' | ' | $1,800,000 | ' |
Longterm_Loans_Disclosure_Firs1
Long-term Loans Disclosure: First KF Loan at September 30, 2014 (Details) (First KF Loan Agreement, USD $) | Sep. 30, 2014 |
First KF Loan Agreement | ' |
Long-term loans, balance | $162,961 |
Longterm_Loans_Disclosure_Seco1
Long-term Loans Disclosure: Second KF Loan at September 30, 2014 (Details) (Second KF Loan Agreement, USD $) | Sep. 30, 2014 |
Second KF Loan Agreement | ' |
Long-term loans, balance | $767,806 |
Notes_and_Loans_Receivable_Det
Notes and Loans Receivable (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Details | ' |
Advance to former subsidiary | $150,000 |
Share_Capital_Disclosure_Detai
Share Capital Disclosure (Details) (USD $) | 9 Months Ended | ||||
Sep. 30, 2014 | Sep. 08, 2014 | Sep. 03, 2014 | Mar. 10, 2014 | Feb. 05, 2013 | |
Consulting agreement for investor relations services | Technology Transfer Agreement | Technology Transfer Agreement | |||
Number of Escrowed Shares Released | ' | ' | ' | 54,000,000 | ' |
Shares of common stock issued per agreement | ' | ' | 100,000 | ' | 154,000,000 |
Fair value of shares release | ' | ' | ' | $52,380,000 | ' |
Number of Escrowed Shares Cancelled | ' | ' | ' | 100,000,000 | ' |
Obligation to issue shares of common stock | 51,000 | ' | ' | ' | ' |
Obligation to issue shares, fair value | 46,410 | ' | ' | ' | ' |
Fair value of common stock issued | ' | ' | 47,000 | ' | ' |
Weighted-average exercise price of the outstanding share purchase warrants | $0.67 | ' | ' | ' | ' |
Weighted-average remaining contractual life of the outstanding share purchase warrants | 3.46 | ' | ' | ' | ' |
2014 Stock Option Plan | ' | 13,200,000 | ' | ' | ' |
Stock options granted under the 2014 Plan | 2,500,000 | ' | ' | ' | ' |
Stock based compensation expense | $253,163 | ' | ' | ' | ' |
Share_Capital_Disclosure_Sched1
Share Capital Disclosure: Schedule of Stockholders' Equity Note, Warrants (Details) (USD $) | Sep. 30, 2014 |
Number of warrants outstanding | 29,104,546 |
Expire January 15, 2016 | ' |
Exercise prive per | 0.5 |
Number of warrants outstanding | 2,450,000 |
Expire March 10, 2017 | ' |
Exercise prive per | 1 |
Number of warrants outstanding | 10,000,000 |
Expire January 15 2018 | ' |
Exercise prive per | 0.5 |
Number of warrants outstanding | 4,454,546 |
Expire August 1 2018 | ' |
Exercise prive per | 0.5 |
Number of warrants outstanding | 250,000 |
Expire January 15 2019 | ' |
Exercise prive per | 0.5 |
Number of warrants outstanding | 2,350,000 |
Expire September 1 2019 | ' |
Exercise prive per | 0.5 |
Number of warrants outstanding | 9,600,000 |