Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2017shares | |
Document and Entity Information | |
Entity Registrant Name | Triton Emission Solutions Inc. |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2017 |
Amendment Flag | false |
Entity Central Index Key | 1,143,238 |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 88,195,005 |
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 | 2,017 |
Document Fiscal Period Focus | Q1 |
Trading Symbol | dsox |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash | $ 13,786 | $ 3,794 |
Accounts receivable | 12,126 | |
Prepaids | 3,667 | |
Total Current Assets | 13,786 | 19,587 |
Total Assets | 13,786 | 19,587 |
Current Liabilities | ||
Accounts payable | 167,192 | 167,768 |
Accrued liabilities | 55,734 | 43,423 |
Wages payable | 96,868 | 46,808 |
Unearned revenue | 2,075,000 | 2,075,000 |
Notes and advances payable | 1,060,576 | 1,041,416 |
Due to related parties | 438,128 | 244,075 |
Derivative liability - warrants | 119,512 | 194,344 |
Derivative liability - conversion feature | 1,647,978 | 1,576,327 |
Loans payable | 7,830,739 | 6,196,278 |
Total Current Liabilities | 13,491,727 | 11,585,439 |
Total Liabilities | 13,491,727 | 11,585,439 |
Stockholders' Deficit | ||
Common stock value | 88,195 | 88,195 |
Common stock obligation | 46,410 | 46,410 |
Additional paid-in capital | 63,246,171 | 63,345,881 |
Accumulated deficit | (76,864,697) | (75,052,646) |
Accumulated other comprehensive income | 5,980 | 6,308 |
Total Stockholders' Equity (Deficit) | (13,477,941) | (11,565,852) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 13,786 | $ 19,587 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Balance Sheet | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 88,195,005 | 88,195,005 |
Common stock, shares outstanding | 88,195,005 | 88,195,005 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement | ||
Consulting income | $ 8,753 | $ 22,006 |
Total revenues | 8,753 | 22,006 |
Operating expenses | ||
Amortization | 2,641 | |
General and administrative expense | 241,276 | 559,376 |
Research and development | 30,085 | 8,734 |
Loss before other items | (262,608) | (548,745) |
Other items | ||
Accretion expense | 1,046,271 | 527,179 |
Change in fair value of derivative liability | 3,181 | 1,183,340 |
Financing costs | 362,720 | 3,420 |
Interest expense | 243,343 | 13,995 |
Stock-based compensation | (99,710) | 117,590 |
Net income (loss) | (1,812,051) | (27,589) |
Foreign exchange translation | (328) | (213) |
Comprehensive loss | $ (1,812,379) | $ (27,802) |
Net income (loss) per common share - basic and diluted | $ (0.02) | $ 0 |
Weighted common shares outstanding - basic and diluted | 88,195,005 | 88,152,423 |
Consolidated Statements of Stoc
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, shares at Dec. 31, 2015 | 88,145,005 | |||||
Beginning Balance, amount at Dec. 31, 2015 | $ 88,145 | $ 46,410 | $ 63,045,602 | $ (69,890,583) | $ 7,183 | $ (6,703,243) |
Stock-based compensation | 117,590 | 117,590 | ||||
Shares issued for services, shares | 25,000 | |||||
Shares issued for services, value | $ 25 | 1,225 | 1,250 | |||
Translation to reporting currency | (213) | (213) | ||||
Net income (loss) for the period | (27,589) | (27,589) | ||||
Ending Balance, shares at Mar. 31, 2016 | 88,170,005 | |||||
Ending Balance, amount at Mar. 31, 2016 | $ 88,170 | 46,410 | 63,164,417 | (69,918,172) | 6,970 | (6,612,205) |
Stock-based compensation | 180,491 | 180,491 | ||||
Shares issued for services, shares | 25,000 | |||||
Shares issued for services, value | $ 25 | 973 | 998 | |||
Translation to reporting currency | (662) | (662) | ||||
Net income (loss) for the period | (5,134,474) | (5,134,474) | ||||
Ending Balance, shares at Dec. 31, 2016 | 88,195,005 | |||||
Ending Balance, amount at Dec. 31, 2016 | $ 88,195 | 46,410 | 63,345,881 | (75,052,646) | 6,308 | (11,565,852) |
Stock-based compensation | (99,710) | (99,710) | ||||
Translation to reporting currency | (328) | (328) | ||||
Net income (loss) for the period | (1,812,051) | (1,812,051) | ||||
Ending Balance, shares at Mar. 31, 2017 | 88,195,005 | |||||
Ending Balance, amount at Mar. 31, 2017 | $ 88,195 | $ 46,410 | $ 63,246,171 | $ (76,864,697) | $ 5,980 | $ (13,477,941) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Cash Flows from Operating Activities | |||
Net income (loss) | $ (1,812,051) | $ (27,589) | |
Non cash items | |||
Accretion expense | 1,046,271 | 527,179 | |
Accrued interest | 243,343 | 13,995 | |
Amortization | 2,641 | ||
Financing costs | 362,720 | 3,420 | |
Foreign exchange gain (loss) | 1,323 | 14,313 | |
Change in fair value of derivative liability | 3,181 | 1,183,340 | |
Investor relations fees | 1,250 | ||
Stock-based compensation | (99,710) | 117,590 | |
Changes to operating assets and liabilities: | |||
Accounts receivable | 12,400 | 21,157 | |
Prepaids | 3,669 | (16,418) | |
Work in progress | 30,528 | ||
Accounts payable | (958) | 15,541 | |
Accrued liabilities | 12,342 | (13,049) | |
Wages payable | 49,600 | (23,853) | |
Due to related parties | 135,580 | (12,784) | |
Net cash provided by (used in) operating activities | (48,652) | (529,419) | |
Cash Flows from Financing Activities | |||
Proceeds from loans | 900,000 | ||
Proceeds from notes and advances payable | 58,614 | ||
Repayment of notes payable | 150,000 | ||
Net cash provided by financing activities | 58,614 | 750,000 | |
Cash Flows from Investing Activities | |||
Effects of foreign currency exchange | 30 | 4,405 | |
Net increase (decrease) in cash | 9,992 | 224,986 | |
Cash, beginning of period | 3,794 | 112,138 | $ 112,138 |
Cash, end of period | 13,786 | 337,124 | $ 3,794 |
Supplemental Disclosure of Cash Flow Information: | |||
Income tax | |||
Interest |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2017 | |
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 OTC Pink under the symbol DSOX. On August 25, 2014, the Company changed its name from Poly Shield Technologies Inc. to Triton Emission Solutions Inc. On November 13, 2014, the Company established a wholly owned subsidiary in Sweden, Triton Emission Solutions International AB (the Subsidiary). The Companys main focus is the development and marketing of its proprietary DSOX Fuel Purification (the DSOX) and Njord Exhaust Gas Scrubber (the Njord) Systems, designed to remove sulfur from marine fuel and exhaust gases. The 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, 2016. 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 months ended March 31, 2017, are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. For further information, these unaudited interim consolidated financial statements and the related notes should be read in conjunction with the Companys audited consolidated financial statements for the year ended December 31, 2016, included in the Companys report on Form 10-K. Reclassifications Certain prior period amounts in the accompanying unaudited consolidated interim financial statements have been reclassified to conform to the current periods 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 raises 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 Disc
Related Party Transactions Disclosure | 3 Months Ended |
Mar. 31, 2017 | |
Notes | |
Related Party Transactions Disclosure | NOTE 2 - RELATED PARTY TRANSACTIONS Amounts due to related parties, other than notes payable to related parties and KF Business Ventures loans (Notes 3 and 4), at March 31, 2017 and December 31, 2016: March 31, 2017 December 31, 2016 Due to a company controlled by the Chief Financial Officer (CFO) $ 140,719 $ 92,803 Due to the former Chief Executive Officer (CEO) 74,984 46,860 Due to the former President and Chief Technical Officer (CTO) 87,923 59,798 Due to the former Senior Vice President (VP) of Business Development 74,064 41,117 Due to a company controlled by a Director and Chairman for advances 57,082 -- Due to the former VP of Engineering (1) -- 195 Due to the CEO and President of Subsidiary 3,356 3,302 Due to related parties $ 438,128 $ 244,075 Amounts are unsecured, due on demand and bear no interest. (1) The Company incurred the following expenses with related parties: March 31, 2017 March 31, 2016 Salary paid to the former CEO $ -- $ 67,500 Consulting fees paid to the former CEO 28,125 -- Fair value of options granted to (forfeited by) the former CEO (Note 5) (127,051) 35,093 Administrative fees incurred to a company controlled by the CFO 45,000 45,000 Salary paid to the former President and CTO -- 67,500 Consulting fees paid to the former President and CTO 28,125 -- Fair value of options issued to a Director and Chairman (Note 5) 27,342 79,371 Salary paid to the former Senior VP of Business Development -- 67,500 Consulting fees paid to the former Senior VP of Business Development 32,946 -- Salary paid to the President and CEO of the Subsidiary 30,122 26,105 Total transactions with related parties $ 64,609 $ 388,069 |
Notes and Advances Payable Disc
Notes and Advances Payable Disclosure | 3 Months Ended |
Mar. 31, 2017 | |
Notes | |
Notes and Advances Payable Disclosure | NOTE 3 - NOTES AND ADVANCES PAYABLE The tables below summarize the short-term loans outstanding as at March 31, 2017 and December 31, 2016: As at March 31, 2017 Principal Outstanding Interest Rate per Annum Accrued Interest Total $ 27,000 8% $ 13,940 $ 40,940 49,500 7% 28,141 77,641 142,750* 6% 8,897 151,647 15,000 0% -- 15,000 600,000 6% 58,341 658,341 110,000 10% 7,007 117,007 $ 944,250 $ 116,326 $ 1,060,576 *The carrying value of this loan is denoted in Canadian dollars and is translated into US dollars at the end of each reporting period. As at December 31, 2016 Principal Outstanding Interest Rate per Annum Accrued Interest Total $ 27,000 8% $ 13,145 $ 40,145 49,500 7% 26,819 76,319 141,506* 6% 6,623 148,129 15,000 0% -- 15,000 600,000 6% 48,723 648,723 110,000 10% 3,100 113,100 $ 943,006 $ 98,410 $ 1,041,416 *The carrying value of this loan is denoted in Canadian dollars and is translated into US dollars at the end of each reporting period. Quarry Bay and Tradex Loans and Advances On April 7, 2015, the Company received a demand notice to repay outstanding notes payable issued to Quarry Bay Capital LLC. (Quarry Bay) and Tradex Capital Corp (Tradex). During the year ended December 31, 2015, the Company repaid $150,000 in outstanding notes payable, and during the year ended December 31, 2016, the Company repaid an additional $200,000, of which $37,724 was applied toward interest accrued on the Quarry Bay Capital Loan, which accrues interest at a rate of 6% per annum. As at March 31, 2017, CAD$190,000 note payable to Quarry Bay remains outstanding and continues accumulating interest at 6% per annum. As at March 31, 2017, the Company owed $151,647 (December 31, 2016 - $148,129), including accrued interest of $8,897 (2016 - $6,623). Norling Bridge Loans On July 28, 2015, and November 6, 2015, the Company entered into two separate bridge loan agreements (the Norling Loans) with its former President and CTO, Rasmus Norling. Pursuant to the Norling Loans, Mr. Norling agreed to lend to the Company total of $400,000 in exchange for unsecured promissory notes. The Norling Loans have an interest rate of 6% and were due December 31, 2016. During the three-month period ended March 31, 2017, the Company recorded $6,407 in interest expense associated with the Norling Loans (2016 - $6,102). As at March 31, 2017, the Company owed $438,503 (2016 - $432,097) under the Norling Loans. As of March 31, 2017, the Norling Loans are in default, however, the Company has not been served with a default notice by Mr. Norling. KF Business Ventures Bridge Loan and Note Payable On August 31, 2015, the Company entered into a bridge loan agreement with KF Business Ventures, LP (KFBV), a company controlled by a director of the Company, whereby KFBV agreed to lend to the Company $200,000 in exchange for an unsecured promissory note (the KFBV Bridge Loan). The KFBV Bridge Loan has an interest rate of 6%, and was due December 31, 2016. During the three-month period ended March 31, 2017, the Company recorded $3,212 in interest expense associated with the KFBV Bridge Loan (2016 - $3,059). As at March 31, 2017, the Company owed $219,838 (2016 - $216,626) under the KFBV Bridge Loan. During September 2016, the Company issued an unsecured promissory note to KFBV for gross proceeds of $110,000 (the KFBV Note). As part of the terms of the KFBV Note the Company agreed to grant KFBV the right to offset the cash payable by KFBV to exercise the warrants to purchase shares of the Companys common stock against the corresponding amount the Company would have to pay for outstanding indebtedness under this KFBV Note. The KFBV Note has an interest rate of 10% and was due January 15, 2017. Under the terms of the KFBV Note, in the event of default the interest rate increases to 15% per annum until such time that the default is cured. During the three-month period ended March 31, 2017, the Company recorded $3,907 in interest expense associated with the KFBV Note (2016 - $Nil). As at March 31, 2017, the Company owed $117,007 (2016- $113,100) under the KFBV Note. As of March 31, 2017, the KFBV Bridge Loan and KFBV Note are in default, however, the Company has not been served with a default notice by KFBV. Other Loans In September and October of its Fiscal 2010, the Company entered into a number of loan agreements with a third party creditor, whereby the third party creditor agreed to lend to the Company a total of $34,500 in exchange for unsecured promissory notes. On November 9, 2010, the Company entered into a loan agreement with another third party creditor, whereby the third party creditor agreed to lend to the Company $15,000 in exchange for an unsecured promissory note. The loans have an interest rate of 7%, and are due on demand. During the three-month period ended March 31, 2017, the Company recorded $1,321 in interest expense associated with these loans from third party creditors (2016 - $1,246). As at March 31, 2017, the Company owed $77,641 (2016 - $76,319) under these loans. On December 12, 2011, the Company entered into a loan agreement with a third party creditor, whereby the third party creditor agreed to lend to the Company $15,000 in exchange for an unsecured promissory note. On February 13, 2012, the third party creditor entered into a second loan agreement with the Company, whereby the third party creditor agreed to lend to the Company an additional $12,000 in exchange for an unsecured promissory note. The loans have an interest rate of 8%, and are due on demand. During the three-month period ended March 31, 2017, the Company recorded $795 in interest expense associated with these loans (2016 - $742). As at March 31, 2017, the Company owed $40,940 (2016 - $40,145) under these loans. On August 14, 2012, the Company entered into a loan agreement with a third party creditor, whereby the third party creditor agreed to lend to the Company $15,000 in exchange for an unsecured non-interest bearing promissory note payable on demand. |
KFBV Loans and Derivative Liabi
KFBV Loans and Derivative Liability | 3 Months Ended |
Mar. 31, 2017 | |
Notes | |
KFBV Loans and Derivative Liability | NOTE 4 - KFBV LOANS AND DERIVATIVE LIABILITY First KF Business Ventures Loan Agreement On January 15, 2014, the Company entered into a binding letter agreement with KF Business Ventures, LP (KFBV), a company controlled by a director of the Company (the Lender), which was superseded by the formal definitive loan agreement signed on February 11, 2014, and further amended on March 10, 2014, September 8, 2014, and on December 17, 2015 (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). 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. The First KF Loan is unsecured and has effective interest rate of 1,130%, which was due primarily to the recording of non-cash accretion interest. In consideration for the First KF Loan Agreement, as amended on March 10, 2014 (the March Amendment), the Company issued to the Lender non-transferrable share purchase warrants to purchase a total of 6,904,546 shares exercisable at a price of $1.00 per share (the First KF Warrants) (Note 5). Warrants for 2,450,000 shares had an original expiry date of January 15, 2015, and warrants for 4,454,546 shares had an original expiry date of January 15, 2018. At the discretion of the Lender the First KF Warrants for up to 3,452,273 shares of common stock could have been acquired by way of a cashless exercise. The First KF Warrants included a down-round provision whereby the exercise price of the First KF Warrants could have been adjusted to the lowest offering price of any options, warrants or shares issued subsequent to the issuance of the First KF Warrants (the Down-Round Provision). The First KF Warrants were determined to be a derivative under ASC 815; therefore, at initial measurement, the proceeds were allocated to the fair value of the warrants first and any residual proceeds to the principal of the First KF Loan. At issuance date, the fair value of the First KF Warrants was $5,128,110 and a value of $Nil was allocated to the principal. On September 8, 2014, the Company entered into a Second Amendment Agreement (the September Amendment) 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 principal and accrued interest. Furthermore, the Company was given an option to further extend the repayment of the First KF Loan to January 15, 2017, by issuing additional share purchase warrants (the First Extension Warrants) equal to one-half of the outstanding principal and unpaid interest as at January 15, 2016. The Extension Warrants were to have an initial exercise price of $0.50 per share 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 (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 the First KF Warrants (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 Companys common stock from January 15, 2015, to January 15, 2016. The September Warrants also included the Down-Round Provision (Note 5). On December 17, 2015 (the December Amendment Date), as part of the second definitive Letter Agreement with KFBV (the Second KF Letter Agreement), which was superseded by a formal Loan Agreement dated January 8, 2016, the Company agreed to decrease the exercise price for Amended Warrants and September Warrants from $0.50 per share to $0.10 per share and extend the expiration date of warrants to January 15, 2021. In addition, the Company exercised its option to extend the maturity of the First KF Loan to January 15, 2017, by issuing the Lender 1,194,332 First Extension Warrants, being an equivalent to one-half of the outstanding principal and unpaid interest on the First KF Loan as at January 15, 2016. First Extension Warrants have an initial exercise price of $0.10 per share expiring on September 1, 2021. The Company did not repay the First KF Loan on January 15, 2017, when due, and as such the First KF Loan is in default. The Company recorded a penalty on unpaid balance of $131,978, which has been included in financing costs, representing 5% of the full balance due under the First KF Loan on January 15, 2017. The Company has not been served with a default notice by KFBV. During the three-month period ended March 31, 2017, the Company recognized accretion expense of $73,250 (March 31, 2016 - $239,079). Pursuant to the terms of the First KF Loan Agreement, as of March 31, 2017, the Company recorded additional $82,167 in interest expense on the First KF Loan at 15% per annum, the default rate of interest. At March 31, 2017, the fair value of the derivative liability associated with the warrants issued pursuant to the First KF Loan Agreement was $41,706 (December 31, 2016 - $67,380). At March 31, 2017 and December 31, 2016, the fair values of Amended Warrants, September Warrants, and First Extension Warrants were revalued using the Binomial Lattice model using the following assumptions: At March 31, 2017 At December 31, 2016 Expected Warrant Life 3.80 - 4.42 years 4.04 - 4.67 years Risk-Free Interest Rate 1.5% - 1.93% 1.93% Expected Dividend Yield Nil Nil Expected Stock Price Volatility 32%-60% 32%-60% Second KF Business Ventures Loan Agreement On July 28, 2014, the Company entered into a second loan agreement with the Lender (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. The initial maturity date under the Second KF Loan Agreement was January 15, 2016, with an option to further extend the maturity date to January 15, 2017, by issuing additional share purchase warrants (the Second Extension Warrants) equal to one-half of the outstanding principal and unpaid interest as at January 15, 2016. The Second KF Loan is unsecured and has an effective interest rate of 1,729%, which was due primarily to the recording of non-cash accretion interest. 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 Companys common stock, exercisable at a price of $0.50 per share for a period expiring September 1, 2019 (the Second KF Warrants) (Note 5). At the discretion of the Lender the Second KF Warrants for up to 4,800,000 shares of common stock can be acquired by way of a cashless exercise. The Second KF Warrants were determined to be a derivative under ASC 815; therefore, at initial measurement, the proceeds were allocated to the fair value of the Second KF Warrants first and any residual proceeds to the loan principal. At issuance date, the fair value of the Second KF Warrants was $5,388,652 and a value of $Nil was allocated to the principal. On December 17, 2015, as part of the Second KF Letter Agreement, which was superseded by a formal Loan Agreement dated January 8, 2016, the Company agreed to decrease the exercise price for the Second KF Warrants from $0.50 per share to $0.10 per share and extend the expiration date of these warrants to January 15, 2021. The Second KF Warrants included a down-round provision whereby the exercise price of the Second KF Warrants could have been adjusted to the lowest offering price of any options, warrants or shares issued subsequent to the issuance of the Second KF Warrants. In addition, the Company exercised its option to extend the maturity of the Second KF Loan to January 15, 2017, by issuing the Lender 1,337,320 Second Extension Warrants, being an equivalent to one-half of the outstanding principal and unpaid interest as at January 15, 2016. Second Extension Warrants have an initial exercise price of $0.10 per share expiring on September 1, 2021. The Company did not repay the Second KF Loan on January 15, 2017, when due, and as such the Second KF Loan is in default. The Company recorded a penalty on unpaid balance of $147,779, which has been included in financing costs, representing 5% of the full balance due under the Second KF Loan on January 15, 2017. The Company has not been served with a default notice by KFBV. During the three-month period ended March 31, 2017, the Company recognized accretion expense of $165,212 (March 31, 2016 - $288,053). Pursuant to the terms of the Second KF Loan Agreement, as of March 31, 2017, the Company recorded additional $92,004 in interest expense on the First KF Loan at 15% per annum, the default rate of interest. At March 31, 2017, the fair value of the derivative liabilities associated with the Second KF Warrants and the Second Extension Warrants was $41,806 (December 31, 2016 - $67,764). At March 31, 2017 and December 31, 2016, the fair values of the Second KF Warrants and Second Extension Warrants were revalued using the Binomial Lattice model using the following assumptions: At March 31, 2017 At December 31, 2016 Expected Warrant Life 3.80 - 4.42 years 4.04 - 4.67 years Risk-Free Interest Rate 1.5% - 1.93% 1.93% Expected Dividend Yield Nil Nil Expected Stock Price Volatility 15% - 60% 15% - 60% Third KF Business Ventures Loan Agreement On December 17, 2015, the Company entered into a Second KF Letter Agreement with the Lender, which was ratified by the formal definitive loan agreement signed on January 8, 2016 (the Third KF Loan Agreement). Under the Third KF Loan Agreement, the Lender agreed to lend to the Company $1,500,000 (the Third KF Loan), to be advanced in five equal installments of $300,000 each, commencing on execution of the Second KF Letter Agreement, and on the first day of each consecutive calendar month thereafter until fully advanced. A total of $1,200,000 was advanced in fiscal 2016 (2015 - $300,000). The maturity date under the Third KF Loan Agreement was January 15, 2017. The Third KF Loan is unsecured and has an effective interest rate of 2,339%, which was due primarily to the recording of non-cash accretion interest. At the discretion of the Lender the principal and accrued but unpaid interest under the Third KF Loan may be converted into shares of the Companys common stock at a conversion price of $0.10 per share, in minimum increments of $250,000 (the Third KF Loan Conversion Feature). The Down-Round Provision is included in the Third KF Loan Conversion Feature. In consideration for the Third KF Loan Agreement, the Company issued to the Lender non-transferrable share purchase warrants for a total of 8,000,000 shares of the Companys common stock, exercisable at a price of $0.10 per share for a period expiring January 15, 2021 (the Third KF Warrants). At the discretion of the Lender the Third KF Warrants for up to 4,000,000 shares of common stock can be acquired by way of a cashless exercise (Note 5). The Down-Round Provision is included in the Third KF Warrants. The Third KF Warrants and the Third KF Loan Conversion Feature were determined to be derivatives under ASC 815; therefore, at initial measurement, the proceeds were allocated to the Third KF Warrants and the Third KF Loan Conversion Feature on a pro-rata basis first and any residual proceeds to the principal. At issuance date, the fair value of the Third KF Warrants and the Third KF Loan Conversion Feature was $509,760 and $990,239 respectively and a value of $1 was allocated to the principal. The Company did not repay the Third KF Loan on January 15, 2017, when due, and as such the Third KF Loan is in default. The Company recorded a penalty on unpaid balance of $82,399, which has been included in financing costs, representing 5% of the full balance due under the Third KF Loan on January 15, 2017. The Company has not been served with a default notice by KFBV. During the three-month period ended March 31, 2017, the Company recognized accretion expense of $807,809 (March 31, 2016 - $47). Pursuant to the terms of the Second KF Loan Agreement, as of March 31, 2017, the Company recorded additional $51,300 in interest expense on the Third KF Loan at 15% per annum, the default rate of interest. As a consequence of the Third KF Loan being in default, the conversion price is now equal to 50% of the volume weighted average price of the Companys stock over the last five days of trading immediately preceding the date of exercise. At March 31, 2017, the fair value of the derivative liability associated with the Third KF Warrants and the Third KF Loan Conversion Feature was $36,000 (2016 - $59,200) and $1,647,978 (2016 - $1,576,327), respectively. At March 31, 2017, and December 31, 2016, the fair value of the Third KF Warrants was revalued using the Binomial Lattice model using the following assumptions: At March 31, 2017 At December 31, 2016 Expected Warrant Life 3.80 years 4.04 years Risk-Free Interest Rate 1.50% 1.70% Expected Dividend Yield Nil Nil Average Expected Stock Price Volatility 60% 60% At March 31, 2017, and December 31, 2016, the fair value of the Third KF Loan Conversion Feature was revalued using the Binomial Lattice model using the following assumptions: At March 31, 2017 At December 31, 2016 Expected Life 0.00 years 0.04 years Risk-Free Interest Rate 0.74% 0.44% Expected Dividend Yield Nil Nil Expected Stock Price Volatility 57% 57% Summary of KF Loans Payable A summary of the discounted carrying value, deferred financing costs, accumulated accrued interest, penalty and principal of KF loans payable is as follows: As at March 31, 2017 Discounted Carrying Value Principal Outstanding Accumulated Accrued Interest Penalty Total First KF Loan Payable $ 2,853,712 $ 2,000,000 $ 721,734 $ 131,978 $ 2,853,712 Second KF Loan Payable 3,195,352 2,400,000 647,573 147,779 3,195,352 Third KF Loan Payable 1,781,675 1,500,000 199,276 82,399 1,781,675 $ 7,830,739 $ 5,900,000 $ 1,568,583 $ 362,156 $ 7,830,739 As at December 31, 2016 Discounted Carrying Value Principal Outstanding Accumulated Accrued Interest Total First KF Loan Payable $ 2,566,317 $ 2,000,000 $ 628,764 $ 2,628,764 Second KF Loan Payable 2,790,357 2,400,000 543,475 2,943,475 Third KF Loan Payable 840,168 1,500,000 141,236 1,641,236 6,196,842 5,900,000 1,313,475 7,213,475 Deferred Financing Costs (564) -- -- -- $ 6,196,278 $ 5,900,000 $ 1,313,475 $ 7,213,475 Summary of the Derivative Liability - Conversion Feature A summary of the derivative liability associated with the Conversion Feature under the Third KF Loan Agreement is as follows: As at March 31, 2017 Fair Value at December 31, 2016 Change on Revaluation at Reporting Date Fair Value at March 31, 2017 Third KF Loan Conversion Feature $ 1,576,327 $ 71,651 $ 1,647,978 As at December 31, 2016 Fair Value at December 31, 2015 Change on Revaluation at Reporting Date Fair Value at December 31, 2016 Third KF Loan Conversion Feature $ 2,335,498 $ (759,171) $ 1,576,327 Summary of the Derivative Liabilities - Warrants A summary of the derivative liabilities associated with the warrants under the KF Loan Agreements and their amendments is as follows: As at March 31, 2017 Fair Value at December 31, 2016 Change on Revaluation at Reporting Date Fair Value at March 31, 2017 9,254,546 warrants (Amended Warrants and September Warrants) $ 58,303 $ (22,211) $ 36,092 1,194,332 warrants (First Extension Warrants) 9,077 (3,463) 5,614 9,600,000 warrants (Second KF Warrants) 57,600 (22,080) 35,520 1,337,320 warrants (Second Extension Warrants) 10,164 (3,878) 6,286 8,000,000 warrants (Third KF Warrants) 59,200 (23,200) 36,000 Total $ 194,344 $ (74,832) $ 119,512 As at December 31, 2016 Fair value at December 31, 2015 Change on Revaluation at Reporting Date Fair Value at December 31, 2016 9,254,546 warrants (Amended Warrants and September Warrants) $ 253,944 $ (195,641) $ 58,303 1,194,332 warrants (First Extension Warrants) 42,089 (33,012) 9,077 9,600,000 warrants (Second KF Warrants) 329,472 (271,872) 57,600 1,337,320 warrants (Second Extension Warrants) 45,897 (35,733) 10,164 8,000,000 warrants (Third KF Warrants) 274,560 (215,360) 59,200 Total $ 945,962 $ (751,618) $ 194,344 KF Business Ventures, Deferred Financing Costs During the year ended December 31, 2015, the Company recorded $50,538 in legal fees associated with securing the KFBV Loans. These fees are amortized over the remaining life of the loans; as of March 31, 2017, the legal fees were fully amortized and the Company recorded $564 (March 31, 2016 - $3,420) in financing costs associated with the amortization of these legal fees. |
Share Capital Disclosure
Share Capital Disclosure | 3 Months Ended |
Mar. 31, 2017 | |
Notes | |
Share Capital Disclosure | NOTE 5 - SHARE CAPITAL During the three months ended March 31, 2017, the Company did not have any transactions that resulted in issuance of its common stock. Warrants A continuity schedule of warrants is as follows: March 31, 2017 December 31, 2016 Warrants, beginning 39,886,198 39,886,198 Warrants, expired (10,000,000) -- Warrants, outstanding 29,886,198 39,886,198 Details of warrants outstanding as at March 31, 2017 are as follows: Exercise price Expiry date Number of warrants outstanding $0.50 August 1, 2018 500,000 $0.10 January 15, 2021 26,854,546 $0.10 September 1, 2021 2,531,652 29,886,198 At March 31, 2017, the weighted-average exercise price and remaining contractual life of the outstanding share purchase warrants were $0.11 and 4.06 years, respectively. Options A summary of options is as follows: March 31, 2017 December 31, 2016 Options, beginning 6,300,000 6,300,000 Options, forfeited (3,700,000) -- Options, outstanding 2,600,000 6,300,000 Options, exercisable 1,600,000 3,800,000 During the three-month period ended March 31, 2017, the Company did not grant any options. At March 31, 2017, the weighted-average exercise price and remaining contractual life of the outstanding options to purchase the shares of the Companys common stock were $0.12 and 4.46 years, respectively. Details of options outstanding as at March 31, 2017 are as follows: Exercise price Grant date Number of options granted Number of options exercisable $0.10 September 8, 2014 2,500,000 1,500,000 $0.50 December 1, 2014 100,000 100,000 2,600,000 1,600,000 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 Companys securities in capital raising transactions and do not directly or indirectly promote or maintain a market for the Companys securities. The Company reserved a 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 Companys 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 had initial exercise price of $0.50 per share. The Options expire five years after the vesting date thereof. On December 17, 2015, the Options were repriced to $0.10 in accordance with the provisions under the Stock Option Agreement with the Director. The grant date fair value of these options was $953,885. During the three-month period ended March 31, 2017, the Company recognized $27,342 as stock-based compensation (2016 - $79,371). The fair value was determined using the Black-Scholes Option pricing model at the grant date using the following assumptions: At September 8, 2014 Expected Option Life 5 years Average Risk-Free Interest Rate 1.98% Expected Dividend Yield Nil Average Expected Stock Price Volatility 118% On March 6, 2015, the Company granted options to acquire up to 3,000,000 shares of the Companys common stock at an exercise price of $0.50 per share to the former CEO and a former director of the Company. These Options were issued under the 2014 Plan. Options to acquire up to 1,000,000 shares of the Companys common stock vested on March 23, 2015, and Options to acquire up to an additional 500,000 shares of the Companys common stock vested on March 23, 2016. The remaining 1,500,000 options were to vest at a rate of 500,000 shares per year, beginning March 23, 2017. In accordance with the termination provisions available under the 2014 Plan, the options expired on March 9, 2017, 30 days after the resignation of the CEO. The grant date fair value of these Options was $413,944. During the three-month period ended March 31, 2017, the Company recognized $7,440 as stock-based compensation (2016 - $35,093) relating to these options. Certain stock options were forfeited by the former CEO as a consequence of his resignation. On forfeiture, the Company recorded a reversal of $134,492 of previously recorded stock-based compensation expense relating to options that had not yet vested at the date of forfeiture. The fair value was determined using the Black-Scholes Option pricing model at the grant date using the following assumptions: At March 23, 2015 Expected Option Life 5 years Risk-Free Interest Rate 1.41 - 1.71% Expected Dividend Yield Nil Average Expected Stock Price Volatility 126% |
Subsequent Event Disclosure
Subsequent Event Disclosure | 3 Months Ended |
Mar. 31, 2017 | |
Notes | |
Subsequent Event Disclosure | NOTE 6 - SUBSEQUENT EVENT Subsequent to March 31, 2017, the Company advanced a total of $168,100 to an entity controlled by a former director and officer as payment for a laboratory acceptance test to be completed on the Companys technology. The advance was funded by a short term loan from a director of the Company. |
Organization and Nature of Op13
Organization and Nature of Operations: Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2016. 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 months ended March 31, 2017, are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. For further information, these unaudited interim consolidated financial statements and the related notes should be read in conjunction with the Companys audited consolidated financial statements for the year ended December 31, 2016, included in the Companys report on Form 10-K. |
Organization and Nature of Op14
Organization and Nature of Operations: Reclassifications Policy (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Policies | |
Reclassifications Policy | Reclassifications Certain prior period amounts in the accompanying unaudited consolidated interim financial statements have been reclassified to conform to the current periods presentation. These reclassifications had no effect on the consolidated results of operations or financial position for any period presented. |
Organization and Nature of Op15
Organization and Nature of Operations: Going Concern (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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 raises 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 Di16
Related Party Transactions Disclosure: Schedule of Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Related Party Transactions | March 31, 2017 December 31, 2016 Due to a company controlled by the Chief Financial Officer (CFO) $ 140,719 $ 92,803 Due to the former Chief Executive Officer (CEO) 74,984 46,860 Due to the former President and Chief Technical Officer (CTO) 87,923 59,798 Due to the former Senior Vice President (VP) of Business Development 74,064 41,117 Due to a company controlled by a Director and Chairman for advances 57,082 -- Due to the former VP of Engineering (1) -- 195 Due to the CEO and President of Subsidiary 3,356 3,302 Due to related parties $ 438,128 $ 244,075 Amounts are unsecured, due on demand and bear no interest. (1) |
Related Party Transactions Di17
Related Party Transactions Disclosure: Schedule of expenses with related parties (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of expenses with related parties | March 31, 2017 March 31, 2016 Salary paid to the former CEO $ -- $ 67,500 Consulting fees paid to the former CEO 28,125 -- Fair value of options granted to (forfeited by) the former CEO (Note 5) (127,051) 35,093 Administrative fees incurred to a company controlled by the CFO 45,000 45,000 Salary paid to the former President and CTO -- 67,500 Consulting fees paid to the former President and CTO 28,125 -- Fair value of options issued to a Director and Chairman (Note 5) 27,342 79,371 Salary paid to the former Senior VP of Business Development -- 67,500 Consulting fees paid to the former Senior VP of Business Development 32,946 -- Salary paid to the President and CEO of the Subsidiary 30,122 26,105 Total transactions with related parties $ 64,609 $ 388,069 |
Notes and Advances Payable Di18
Notes and Advances Payable Disclosure: Schedule of Loans Outstanding (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Loans Outstanding | As at March 31, 2017 Principal Outstanding Interest Rate per Annum Accrued Interest Total $ 27,000 8% $ 13,940 $ 40,940 49,500 7% 28,141 77,641 142,750* 6% 8,897 151,647 15,000 0% -- 15,000 600,000 6% 58,341 658,341 110,000 10% 7,007 117,007 $ 944,250 $ 116,326 $ 1,060,576 *The carrying value of this loan is denoted in Canadian dollars and is translated into US dollars at the end of each reporting period. As at December 31, 2016 Principal Outstanding Interest Rate per Annum Accrued Interest Total $ 27,000 8% $ 13,145 $ 40,145 49,500 7% 26,819 76,319 141,506* 6% 6,623 148,129 15,000 0% -- 15,000 600,000 6% 48,723 648,723 110,000 10% 3,100 113,100 $ 943,006 $ 98,410 $ 1,041,416 *The carrying value of this loan is denoted in Canadian dollars and is translated into US dollars at the end of each reporting period. |
KFBV Loans and Derivative Lia19
KFBV Loans and Derivative Liability: Fair values assumptions of the warrants - First KF loan (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Fair values assumptions of the warrants - First KF loan | At March 31, 2017 At December 31, 2016 Expected Warrant Life 3.80 - 4.42 years 4.04 - 4.67 years Risk-Free Interest Rate 1.5% - 1.93% 1.93% Expected Dividend Yield Nil Nil Expected Stock Price Volatility 32%-60% 32%-60% |
KFBV Loans and Derivative Lia20
KFBV Loans and Derivative Liability: Fair values assumptions of the warrants - Second KF loan (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Fair values assumptions of the warrants - Second KF loan | At March 31, 2017 At December 31, 2016 Expected Warrant Life 3.80 - 4.42 years 4.04 - 4.67 years Risk-Free Interest Rate 1.5% - 1.93% 1.93% Expected Dividend Yield Nil Nil Expected Stock Price Volatility 15% - 60% 15% - 60% |
KFBV Loans and Derivative Lia21
KFBV Loans and Derivative Liability: Fair values assumptions of the warrants - Third KF loan (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Fair values assumptions of the warrants - Third KF loan | At March 31, 2017 At December 31, 2016 Expected Warrant Life 3.80 years 4.04 years Risk-Free Interest Rate 1.50% 1.70% Expected Dividend Yield Nil Nil Average Expected Stock Price Volatility 60% 60% At March 31, 2017, and December 31, 2016, the fair value of the Third KF Loan Conversion Feature was revalued using the Binomial Lattice model using the following assumptions: At March 31, 2017 At December 31, 2016 Expected Life 0.00 years 0.04 years Risk-Free Interest Rate 0.74% 0.44% Expected Dividend Yield Nil Nil Expected Stock Price Volatility 57% 57% |
KFBV Loans and Derivative Lia22
KFBV Loans and Derivative Liability: Summary of the Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Summary of the Loans Payable | As at March 31, 2017 Discounted Carrying Value Principal Outstanding Accumulated Accrued Interest Penalty Total First KF Loan Payable $ 2,853,712 $ 2,000,000 $ 721,734 $ 131,978 $ 2,853,712 Second KF Loan Payable 3,195,352 2,400,000 647,573 147,779 3,195,352 Third KF Loan Payable 1,781,675 1,500,000 199,276 82,399 1,781,675 $ 7,830,739 $ 5,900,000 $ 1,568,583 $ 362,156 $ 7,830,739 As at December 31, 2016 Discounted Carrying Value Principal Outstanding Accumulated Accrued Interest Total First KF Loan Payable $ 2,566,317 $ 2,000,000 $ 628,764 $ 2,628,764 Second KF Loan Payable 2,790,357 2,400,000 543,475 2,943,475 Third KF Loan Payable 840,168 1,500,000 141,236 1,641,236 6,196,842 5,900,000 1,313,475 7,213,475 Deferred Financing Costs (564) -- -- -- $ 6,196,278 $ 5,900,000 $ 1,313,475 $ 7,213,475 |
KFBV Loans and Derivative Lia23
KFBV Loans and Derivative Liability: Summary of the Derivative Liability - Conversion Feature (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Summary of the Derivative Liability - Conversion Feature | As at March 31, 2017 Fair Value at December 31, 2016 Change on Revaluation at Reporting Date Fair Value at March 31, 2017 Third KF Loan Conversion Feature $ 1,576,327 $ 71,651 $ 1,647,978 As at December 31, 2016 Fair Value at December 31, 2015 Change on Revaluation at Reporting Date Fair Value at December 31, 2016 Third KF Loan Conversion Feature $ 2,335,498 $ (759,171) $ 1,576,327 |
KFBV Loans and Derivative Lia24
KFBV Loans and Derivative Liability: Summary of the Derivative Liabilities - Warrants (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Summary of the Derivative Liabilities - Warrants | As at March 31, 2017 Fair Value at December 31, 2016 Change on Revaluation at Reporting Date Fair Value at March 31, 2017 9,254,546 warrants (Amended Warrants and September Warrants) $ 58,303 $ (22,211) $ 36,092 1,194,332 warrants (First Extension Warrants) 9,077 (3,463) 5,614 9,600,000 warrants (Second KF Warrants) 57,600 (22,080) 35,520 1,337,320 warrants (Second Extension Warrants) 10,164 (3,878) 6,286 8,000,000 warrants (Third KF Warrants) 59,200 (23,200) 36,000 Total $ 194,344 $ (74,832) $ 119,512 As at December 31, 2016 Fair value at December 31, 2015 Change on Revaluation at Reporting Date Fair Value at December 31, 2016 9,254,546 warrants (Amended Warrants and September Warrants) $ 253,944 $ (195,641) $ 58,303 1,194,332 warrants (First Extension Warrants) 42,089 (33,012) 9,077 9,600,000 warrants (Second KF Warrants) 329,472 (271,872) 57,600 1,337,320 warrants (Second Extension Warrants) 45,897 (35,733) 10,164 8,000,000 warrants (Third KF Warrants) 274,560 (215,360) 59,200 Total $ 945,962 $ (751,618) $ 194,344 |
Share Capital Disclosure_ Conti
Share Capital Disclosure: Continuity schedule of warrants (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Continuity schedule of warrants | March 31, 2017 December 31, 2016 Warrants, beginning 39,886,198 39,886,198 Warrants, expired (10,000,000) -- Warrants, outstanding 29,886,198 39,886,198 |
Share Capital Disclosure_ Sched
Share Capital Disclosure: Schedule of Stockholders' Equity Note, Warrants (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Stockholders' Equity Note, Warrants | Exercise price Expiry date Number of warrants outstanding $0.50 August 1, 2018 500,000 $0.10 January 15, 2021 26,854,546 $0.10 September 1, 2021 2,531,652 29,886,198 |
Share Capital Disclosure_ Sch27
Share Capital Disclosure: Schedule of Stock Option Continuity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Stock Option Continuity | March 31, 2017 December 31, 2016 Options, beginning 6,300,000 6,300,000 Options, forfeited (3,700,000) -- Options, outstanding 2,600,000 6,300,000 Options, exercisable 1,600,000 3,800,000 |
Share Capital Disclosure_ Sch28
Share Capital Disclosure: Schedule of Stock Options Outstanding (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Stock Options Outstanding | Exercise price Grant date Number of options granted Number of options exercisable $0.10 September 8, 2014 2,500,000 1,500,000 $0.50 December 1, 2014 100,000 100,000 2,600,000 1,600,000 |
Share Capital Disclosure_ Fair
Share Capital Disclosure: Fair value of options granted at September 8, 2014 (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Fair value of options granted at September 8, 2014 | At September 8, 2014 Expected Option Life 5 years Average Risk-Free Interest Rate 1.98% Expected Dividend Yield Nil Average Expected Stock Price Volatility 118% |
Share Capital Disclosure_ Fai30
Share Capital Disclosure: Fair value of options granted at March 23, 2015 (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Fair value of options granted at March 23, 2015 | At March 23, 2015 Expected Option Life 5 years Risk-Free Interest Rate 1.41 - 1.71% Expected Dividend Yield Nil Average Expected Stock Price Volatility 126% |
Related Party Transactions Di31
Related Party Transactions Disclosure: Schedule of Related Party Transactions (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Due to related parties | $ 438,128 | $ 244,075 |
Due to a company controlled by the CFO | ||
Due to related parties | 140,719 | 92,803 |
Due to the former CEO | ||
Due to related parties | 74,984 | 46,860 |
Due to the former President and CTO | ||
Due to related parties | 87,923 | 59,798 |
Due to the former VP of Business Development | ||
Due to related parties | 74,064 | 41,117 |
Due to a company controlled by a Director and Chairman for advances | ||
Due to related parties | 57,082 | |
Due to the former VP of Engineering | ||
Due to related parties | 195 | |
Due to the CEO and President of Subsidiary | ||
Due to related parties | $ 3,356 | $ 3,302 |
Related Party Transactions Di32
Related Party Transactions Disclosure: Schedule of expenses with related parties (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Expenses incurred with related parties | $ 64,609 | $ 388,069 |
SalaryPaidToTheCeoMember | ||
Expenses incurred with related parties | 67,500 | |
Consulting fees paid to the former CEO | ||
Expenses incurred with related parties | 28,125 | |
Fair value of options issued to the former CEO | ||
Expenses incurred with related parties | (127,051) | 35,093 |
Administrative fees incurred to a company controlled by the CFO | ||
Expenses incurred with related parties | 45,000 | 45,000 |
Salary paid to the former President and CTO | ||
Expenses incurred with related parties | 67,500 | |
Consulting fees paid to the former President and CTO | ||
Expenses incurred with related parties | 28,125 | |
Fair value of options issued to a Director and Chairman | ||
Expenses incurred with related parties | 27,342 | 79,371 |
Salary paid to the former Senior VP of Business Development | ||
Expenses incurred with related parties | 67,500 | |
Consulting fees paid to the former Senior VP of Business Development | ||
Expenses incurred with related parties | 32,946 | |
Salary paid to the President and CEO of the Subsidiary | ||
Expenses incurred with related parties | $ 30,122 | $ 26,105 |
Notes and Advances Payable Di33
Notes and Advances Payable Disclosure: Schedule of Loans Outstanding (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Principal outstanding | $ 944,250 | $ 943,006 |
Accrued interest | 116,326 | 98,410 |
Notes and advances payable | 1,060,576 | 1,041,416 |
Short-term loan (1) | ||
Principal outstanding | $ 27,000 | $ 27,000 |
Effective interest rate | 8.00% | 8.00% |
Accrued interest | $ 13,940 | $ 13,145 |
Notes and advances payable | 40,940 | 40,145 |
Short-term loan (2) | ||
Principal outstanding | $ 49,500 | $ 49,500 |
Effective interest rate | 7.00% | 7.00% |
Accrued interest | $ 28,141 | $ 26,819 |
Notes and advances payable | 77,641 | 76,319 |
Short-term loan (3) | ||
Principal outstanding | $ 142,750 | $ 141,506 |
Effective interest rate | 6.00% | 6.00% |
Accrued interest | $ 8,897 | $ 6,623 |
Notes and advances payable | 151,647 | 148,129 |
Short-term loan (4) | ||
Principal outstanding | $ 15,000 | $ 15,000 |
Effective interest rate | 0.00% | 0.00% |
Notes and advances payable | $ 15,000 | $ 15,000 |
Short-term loan (5) | ||
Principal outstanding | $ 600,000 | $ 600,000 |
Effective interest rate | 6.00% | 6.00% |
Accrued interest | $ 58,341 | $ 48,723 |
Notes and advances payable | 658,341 | 648,723 |
Short-term loan (6) | ||
Principal outstanding | $ 110,000 | $ 110,000 |
Effective interest rate | 10.00% | 10.00% |
Accrued interest | $ 7,007 | $ 3,100 |
Notes and advances payable | $ 117,007 | $ 113,100 |
Notes and Advances Payable Di34
Notes and Advances Payable Disclosure (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Repayment of notes payable | $ 150,000 | ||
Quarry Bay and Tradex Loans and Advances | |||
Repayment of notes payable | 150,000 | $ 200,000 | |
Loans and advances payable | $ 151,647 | 148,129 | |
Norling Bridge Loans | |||
Loans and advances payable | 438,503 | 432,097 | |
Interest expense recorded | 6,407 | 6,102 | |
KF Business Ventures Bridge Loan | |||
Loans and advances payable | 219,838 | 216,626 | |
Interest expense recorded | 3,212 | 3,059 | |
KF Business Ventures Promissory Note | |||
Loans and advances payable | 117,007 | 113,100 | |
Interest expense recorded | 3,907 | ||
Other Loans - Third Party Creditor | |||
Loans and advances payable | 77,641 | 76,319 | |
Interest expense recorded | 1,321 | 1,246 | |
Other Loan - Third Party Creditor (2) | |||
Loans and advances payable | 40,940 | $ 40,145 | |
Interest expense recorded | 795 | $ 742 | |
Other Loan - Third Party Creditor (3) | |||
Loans and advances payable | $ 15,000 |
KFBV Loans and Derivative Lia35
KFBV Loans and Derivative Liability (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 17, 2015 | Sep. 08, 2014 | Jul. 28, 2014 | Mar. 10, 2014 | Jan. 15, 2014 | |
Accretion expense | $ 1,046,271 | $ 527,179 | |||||||
Financing costs | 362,720 | 3,420 | |||||||
First KF Business Ventures Loan Agreement | |||||||||
Loan agreement | $ 2,000,000 | ||||||||
Common stock that may be exercised by warrants | 2,350,000 | 6,904,546 | |||||||
Exercise price per warrant share | $ 0.10 | $ 0.50 | $ 1 | ||||||
Accretion expense | 73,250 | 239,079 | |||||||
Interest expense recorded | 82,167 | ||||||||
Derivative liability | 41,706 | $ 67,380 | |||||||
Second KF Business Ventures Loan Agreement | |||||||||
Loan agreement | $ 2,400,000 | ||||||||
Common stock that may be exercised by warrants | 1,337,320 | 9,600,000 | |||||||
Exercise price per warrant share | $ 0.10 | $ 0.50 | |||||||
Accretion expense | 165,212 | 288,053 | |||||||
Interest expense recorded | 92,004 | ||||||||
Derivative liability | 41,806 | 67,764 | |||||||
Third KF Business Ventures Loan Agreement | |||||||||
Loan agreement | $ 1,500,000 | ||||||||
Common stock that may be exercised by warrants | 8,000,000 | ||||||||
Exercise price per warrant share | $ 0.10 | ||||||||
Accretion expense | 807,809 | 47 | |||||||
Interest expense recorded | 51,300 | ||||||||
Proceeds from long-term loan | 1,200,000 | $ 300,000 | |||||||
Financing costs | 82,399 | ||||||||
Third KF Warrants | |||||||||
Derivative liability | 36,000 | 59,200 | |||||||
Third KF Loan Conversion Feature | |||||||||
Derivative liability | 1,647,978 | $ 1,576,327 | |||||||
KF Business Ventures Deferred Financing Costs | |||||||||
Financing costs | $ 564 | $ 3,420 | |||||||
Legal Fees | $ 50,538 |
Share Capital Disclosure_ Con36
Share Capital Disclosure: Continuity schedule of warrants (Details) - shares | 3 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Details | |||
Number of warrants outstanding | 29,886,198 | 39,886,198 | 39,886,198 |
Warrants expired | 10,000,000 |
Share Capital Disclosure_ Sch37
Share Capital Disclosure: Schedule of Stockholders' Equity Note, Warrants (Details) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Number of warrants outstanding | 29,886,198 | 39,886,198 | 39,886,198 |
Expire August 1, 2018 | |||
Exercise price per warrant share | $ 0.50 | ||
Number of warrants outstanding | 500,000 | ||
Expire January 15, 2021 | |||
Exercise price per warrant share | $ 0.10 | ||
Number of warrants outstanding | 26,854,546 | ||
Expire September 1, 2021 | |||
Exercise price per warrant share | $ 0.10 | ||
Number of warrants outstanding | 2,531,652 |
Share Capital Disclosure (Detai
Share Capital Disclosure (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Sep. 08, 2014 | |
Details | ||
Weighted-average exercise price of the outstanding share purchase warrants | $ 0.11 | |
Weighted-average exercise price of outstanding options | $ 0.12 | |
2014 Stock Option Plan | 13,200,000 |
Share Capital Disclosure_ Sch39
Share Capital Disclosure: Schedule of Stock Option Continuity (Details) - shares | 3 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Details | |||
Stock options outstanding | 2,600,000 | 6,300,000 | 6,300,000 |
Options forfeited | 3,700,000 | ||
Stock options exercisable | 1,600,000 | 3,800,000 |
Share Capital Disclosure_ Sch40
Share Capital Disclosure: Schedule of Stock Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2014$ / sharesshares | |
September 8, 2014 | |
Exercise price (options) | $ / shares | $ 0.10 |
Stock options granted | shares | 2,500,000 |
December 1, 2014 | |
Exercise price (options) | $ / shares | $ 0.50 |
Stock options granted | shares | 100,000 |
Subsequent Event Disclosure (De
Subsequent Event Disclosure (Details) | 1 Months Ended |
May 14, 2017USD ($) | |
Details | |
Advance to a former director and officer as payment for services to be completed | $ 168,100 |