Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 20, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | Triton Emission Solutions Inc. | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
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 | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | dsox |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 998 | $ 3,849 |
Prepaids | 2,585 | 3,040 |
Total Current Assets | 3,583 | 6,889 |
Total Assets | 3,583 | 6,889 |
Current Liabilities | ||
Accounts payable | 463,313 | 218,471 |
Accrued liabilities | 37,569 | 39,076 |
Wages payable | 70,750 | 91,795 |
Unearned revenue | 2,075,000 | 2,075,000 |
Notes and advances payable | 1,508,818 | 1,455,073 |
Due to related parties | 202,464 | 436,584 |
Derivative liability - warrants | 149,463 | 157,463 |
Derivative liability - conversion feature | 2,274,593 | 1,968,174 |
Loans payable | 9,359,603 | 8,718,451 |
Total Current Liabilities | 16,141,573 | 15,160,087 |
Total Liabilities | 16,141,573 | 15,160,087 |
Stockholders' Deficit | ||
Common stock value | 88,195 | 88,195 |
Common stock obligation | 46,410 | 46,410 |
Additional paid-in capital | 63,334,054 | 63,309,928 |
Accumulated deficit | (79,610,569) | (78,596,334) |
Accumulated other comprehensive income | 3,920 | (1,397) |
Total Stockholders' Equity (Deficit) | (16,137,990) | (15,153,198) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 3,583 | $ 6,889 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
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 | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement | ||||
Consulting revenue | $ 8,753 | |||
Total revenues | 8,753 | |||
Operating expenses | ||||
General and administrative expense | $ 8,415 | $ 83,655 | $ 7,617 | 324,931 |
Research and development | 213,789 | 243,874 | ||
Loss before other items | (8,415) | (297,444) | (7,617) | (560,052) |
Other items | ||||
Accretion expense | 1,046,271 | |||
Change in fair value of derivative liability | (50,459) | (69,087) | (298,419) | (65,906) |
Financing costs | 362,720 | |||
Gain on divestiture of subsidiary | 11,871 | 11,871 | ||
Interest expense | 358,279 | 301,269 | 696,501 | 544,612 |
Stock-based compensation | 11,849 | 27,647 | 23,569 | (72,063) |
Net income (loss) | (417,131) | (695,447) | (1,014,235) | (2,507,498) |
Foreign exchange translation | 4,948 | (4,893) | 5,317 | (5,221) |
Comprehensive income (loss) | $ (412,183) | $ (700,340) | $ (1,008,918) | $ (2,512,719) |
Net income (loss) per common share - basic and diluted | $ 0 | $ (0.01) | $ (0.01) | $ (0.03) |
Weighted common shares outstanding - basic and diluted | 88,195,005 | 88,195,005 | 88,195,005 | 88,195,005 |
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, 2016 | 88,195,005 | |||||
Beginning Balance, amount at Dec. 31, 2016 | $ 88,195 | $ 46,410 | $ 63,345,881 | $ (75,052,646) | $ 6,308 | $ (11,565,852) |
Stock-based compensation | (72,063) | (72,063) | ||||
Translation to reporting currency | (5,221) | (5,221) | ||||
Net income (loss) for the period | (2,507,498) | (2,507,498) | ||||
Ending Balance, shares at Jun. 30, 2017 | 88,195,005 | |||||
Ending Balance, amount at Jun. 30, 2017 | $ 88,195 | 46,410 | 63,273,818 | (77,560,144) | 1,087 | (14,150,634) |
Stock-based compensation | 36,110 | 36,110 | ||||
Translation to reporting currency | (2,484) | (2,484) | ||||
Net income (loss) for the period | (1,036,190) | (1,036,190) | ||||
Ending Balance, shares at Dec. 31, 2017 | 88,195,005 | |||||
Ending Balance, amount at Dec. 31, 2017 | $ 88,195 | 46,410 | 63,309,928 | (78,596,334) | (1,397) | (15,153,198) |
Stock-based compensation | 23,569 | 23,569 | ||||
Divestiture of subsidiary | 557 | 557 | ||||
Translation to reporting currency | 5,317 | 5,317 | ||||
Net income (loss) for the period | (1,014,235) | (1,014,235) | ||||
Ending Balance, shares at Jun. 30, 2018 | 88,195,005 | |||||
Ending Balance, amount at Jun. 30, 2018 | $ 88,195 | $ 46,410 | $ 63,334,054 | $ (79,610,569) | $ 3,920 | $ (16,137,990) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (1,014,235) | $ (2,507,498) |
Non cash items | ||
Accretion expense | 1,046,271 | |
Accrued interest | 696,501 | 544,612 |
Financing costs | 362,720 | |
Foreign exchange gain (loss) | 8,678 | (5,592) |
Change in fair value of derivative liability | (298,419) | (65,906) |
Stock-based compensation | 23,569 | (72,063) |
Changes to operating assets and liabilities: | ||
Accounts receivable | 12,428 | |
Prepaids | 455 | (955) |
Accounts payable | 10,281 | 39,997 |
Accrued liabilities | (1,507) | (1,893) |
Wages payable | (15,641) | 36,940 |
Due to related parties | 992 | 177,687 |
Net cash provided by (used in) operating activities | (9,844) | (290,256) |
Cash Flows from Financing Activities | ||
Proceeds from notes and advances payable | 6,506 | 296,316 |
Net cash provided by financing activities | 6,506 | 296,316 |
Cash Flows from Investing Activities | ||
Divestiture of subsidiary | 557 | |
Net cash used by investing activities | 557 | |
Effects of foreign currency exchange | (70) | 281 |
Net increase (decrease) in cash | (2,851) | 6,341 |
Cash, beginning of period | 3,849 | 3,794 |
Cash, end of period | 998 | 10,135 |
Supplemental Disclosure of Cash Flow Information: | ||
Income tax | ||
Interest |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2018 | |
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 OTCPink 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), which was dissolved on April 27, 2018. 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 by, and are the responsibility of, the Companys management in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Due to a weak financial condition, the Companys independent auditor has not performed a review of these unaudited interim consolidated financial statements. 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 unaudited consolidated financial statements included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2017. 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 six months ended June 30, 2018, are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. For further information, these unaudited interim consolidated financial statements and the related notes should be read in conjunction with the Companys unaudited consolidated financial statements for the year ended December 31, 2017, 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, management prepared, 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. As of June 30, 2018, the Company has not achieved profitable operations and has a working capital deficit of $16,137,990 and accumulated a deficit of $79,610,569. In addition, as of June 30, 2018, the Company owed a total of $9,359,603 to KF Business Ventures, LP (KFBV), an entity controlled by the Companys Chairman, under the terms of three separate loan agreements with KFBV (Note 4). Should KFBV serve the Company with default notice and request a payment of the amounts owed, the Company may not be able to continue as a going concern and may be required to file for bankruptcy. 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 | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018 and December 31, 2017: June 30, 2018 December 31, 2017 Due to a company Chief Financial Officer (CFO) $ 202,464 $ 201,472 Due to the former Chief Executive Officer (CEO) (1) -- 73,125 Due to the former President and Chief Technical Officer (CTO) (1) -- 87,923 Due to the former Senior Vice President (VP) of Business Development (1) -- 74,064 Due to related parties $ 202,464 $ 436,584 Amounts are unsecured, due on demand and bear no interest. (1) The Company incurred the following expenses with related parties: June 30, 2018 June 30, 2017 Administrative fees accrued to a company controlled by the CFO -- 90,000 Fair value of options issued to a Director and Chairman (Note 5) 23,569 54,988 Total transactions with related parties $ 23,569 $ 144,988 |
Notes and Advances Payable Disc
Notes and Advances Payable Disclosure | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
Notes and Advances Payable Disclosure | NOTE 3 - NOTES AND ADVANCES PAYABLE The tables below summarize the short-term loans outstanding as at June 30, 2018 and December 31, 2017: As at June 30, 2018 Principal Outstanding Interest Rate per Annum Accrued Interest Total $ 27,000 8% $ 18,230 $ 45,230 49,500 7% 35,219 84,719 144,289* 6% 20,901 165,190 15,000 0% -- 15,000 600,000 6% 109,482 709,482 110,000 15% 27,567 137,567 311,729 10% 39,901 351,630 $ 1,257,518 $ 251,300 $ 1,508,818 *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, 2017 Principal Outstanding Interest Rate per Annum Accrued Interest Total $ 27,000 8% $ 16,477 $ 43,477 49,500 7% 32,336 81,836 151,455* 6% 16,867 168,322 15,000 0% -- 15,000 600,000 6% 88,735 688,735 110,000 15% 19,385 129,385 305,223 10% 23,095 328,318 $ 1,258,178 $ 196,895 $ 1,455,073 *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 Loans In 2012 the Company entered into series of Loan Agreements with Quarry Bay Capital LLC (Quarry Bay) for a total of CAD$190,000 (the Quarry Bay Loan). The Quarry Bay Loan accumulates interest at 6% per annum. As at June 30, 2018, the Company owed $165,190 (December 31, 2017 - $168,322), including accrued interest of $20,901 (2017 - $16,867) under the Quarry Bay Loan. 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 six-month period ended June 30, 2018, the Company recorded $13,819 in interest expense associated with the Norling Loans (2017 - $12,981). As at June 30, 2018, the Company owed $472,567 (2017 - $458,748) under the Norling Loans. As of June 30, 2018, 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 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 six months ended June 30, 2018, the Company recorded $6,928 in interest expense associated with the KFBV Bridge Loan (2017 - $6,507). As at June 30, 2018, the Company owed $236,915 (2017 - $229,987) under the KFBV Bridge Loan. In 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 six months ended June 30, 2018, the Company recorded $8,182 in interest expense associated with the KFBV Note (2017 - $8,078). As at June 30, 2018, the Company owed $137,567 (2017 - $129,385) under the KFBV Note. As of June 30, 2018, the KFBV Bridge Loan and KFBV Note are in default, however, the Company has not been served with a default notice by KFBV. During the six months ended June 30, 2018, KFBV advanced the Company an additional $6,506 (2017 - $305,223) for working capital. The advances are unsecured, due on demand and accumulate interest at a rate of 10% per annum. During the six months ended June 30, 2018, the Company recorded $16,806 in interest expense associated with these advances (2017 - $Nil). As at June 30, 2018, the Company owed $351,630 (2017 - $328,318) on account of working capital advances it borrowed from 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 six months ended June 30, 2018, the Company recorded $2,882 in interest expense associated with these loans from third party creditors (2017 - $2,681). As at June 30, 2018, the Company owed $84,719 (2017 - $81,836) 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 six months ended June 30, 2018, the Company recorded $1,753 in interest expense associated with these loans (2017 - $1,614). As at June 30, 2018, the Company owed $45,230 (2017 - $43,477) 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 Disclosure | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
KFBV Loans and Derivative Liability Disclosure | NOTE 4 - KFBV LOANS AND DERIVATIVE LIABILITY On January 15, 2014, the Company entered into a binding letter agreement with KFBV 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). 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. 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, representing 5% of the full balance due under the First KF Loan on January 15, 2017. The penalty has been included in financing costs. The Company has not been served with a default notice by KFBV. During the six months ended June 30, 2018, the Company recorded $233,651 (2017 - $185,226) in interest expense on the First KF Loan at 15% per annum, the default rate of interest. In addition to the accrued interest, during the six months ended June 30, 2017, the Company recognized accretion expense of $73,250. As at January 15, 2017, the First KF Loan was fully accreted and, as such, no accretion expense was recognized during the six months ended June 30, 2018. At June 30, 2018, the fair value of the derivative liability associated with the warrants issued pursuant to the First KF Loan Agreement was $53,439 (December 31, 2017 - $53,439). At June 30, 2018 and December 31, 2017, the fair values of Amended Warrants, September Warrants, and First Extension Warrants were revalued using the Binomial Lattice model using the following assumptions: At June 30, 2018 At December 31, 2017 Expected Warrant Life 2.55 - 3.18 years 3.04 - 3.67 years Risk-Free Interest Rate 2.63% 1.98% 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). 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, representing 5% of the full balance due under the Second KF Loan on January 15, 2017. The penalty has been included in financing costs. The Company has not been served with a default notice by KFBV. During the six months ended June 30, 2018, the Company recorded $261,624 (2017 - $207,401) in interest expense on the Second KF Loan at 15% per annum, the default rate of interest. In addition to the accrued interest, during the six months ended June 30, 2017, the Company recognized accretion expense of $165,212. As at January 15, 2017, the Second KF Loan was fully accreted and, as such, no accretion expense was recognized during the six months ended June 30, 2018. At June 30, 2018, the fair value of the derivative liabilities associated with the Second KF Warrants and the Second Extension Warrants was $56,024 (December 31, 2017 - $56,024). At June 30, 2018 and December 31, 2017, the fair values of the Second KF Warrants and Second Extension Warrants were revalued using the Binomial Lattice model using the following assumptions: At June 30, 2018 At December 31, 2017 Expected Warrant Life 2.55 - 3.18 years 3.04 - 3.67 years Risk-Free Interest Rate 2.63% 1.98% 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. 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). In case of default, the conversion price is calculated based on a 50% discount to the volume weighted average price of the Companys stock over the last five days of trading immediately preceding the date of exercise. 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. 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 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, representing 5% of the full balance due under the Third KF Loan on January 15, 2017. The penalty has been included in financing costs. The Company has not been served with a default notice by KFBV. During the six months ended June 30, 2018, the Company recorded $145,877 (2017 - $115,644) in interest expense on the Third KF Loan at 15% per annum, the default rate of interest. In addition to the accrued interest, during the six months ended June 30, 2017, the Company recognized accretion expense of $807,809. As at January 15, 2017, the Third KF Loan was fully accreted and, as such, no accretion expense was recognized during the six months ended June 30, 2018. As a consequence of the Third KF Loan being in default, the conversion price decreased 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. The decrease in price may result in the Company having to issue up to 454,917,333 shares of its common stock should KFBV decide to exercise its conversion rights under the Third KF Loan Agreement. At June 30, 2018, the fair value of the derivative liability associated with the Third KF Warrants and the Third KF Loan Conversion Feature were $40,000 (2017 - $48,000) and $2,274,593 (2017 - $1,968,174), respectively. At June 30, 2018 and December 31, 2017, the fair value of the Third KF Warrants was revalued using the Binomial Lattice model using the following assumptions: At June 30, 2018 At December 31, 2017 Expected Warrant Life 2.55 years 3.04 years Risk-Free Interest Rate 2.63% 1.98% Expected Dividend Yield Nil Nil Average Expected Stock Price Volatility 60% 60% At June 30, 2018 and December 31, 2017, the fair value of the Third KF Loan Conversion Feature was revalued using the Binomial Lattice model using the following assumptions: At June 30, 2018 At December 31, 2017 Amount Eligible for Conversion $2,047,128 $1,901,252 Share Price $0.009 $0.0097 Expected Life on demand on demand Risk-Free Interest Rate 1.77% 0.96% 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 June 30, 2018 Principal Outstanding Accumulated Accrued Interest Penalty Total First KF Loan Payable $ 2,000,000 $ 1,278,889 $ 131,978 $ 3,410,867 Second KF Loan Payable 2,400,000 1,271,430 147,779 3,819,209 Third KF Loan Payable 1,500,000 547,128 82,399 2,129,527 $ 5,900,000 $ 3,097,447 $ 362,156 $ 9,359,603 As at December 31, 2017 Principal Outstanding Accumulated Accrued Interest Penalty Total First KF Loan Payable $ 2,000,000 $ 1,045,238 $ 131,978 $ 3,177,216 Second KF Loan Payable 2,400,000 1,009,806 147,779 3,557,585 Third KF Loan Payable 1,500,000 401,251 82,399 1,983,650 $ 5,900,000 $ 2,456,295 $ 362,156 $ 8,718,451 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 June 30, 2018 Fair Value at December 31, 2017 Change on Revaluation at Reporting Date Fair Value at June 30, 2018 Third KF Loan Conversion Feature $ 1,968,174 $306,419 $ 2,274,593 As at December 31, 2017 Fair Value at December 31, 2016 Change on Revaluation at Reporting Date Fair Value at December 31, 2017 Third KF Loan Conversion Feature $ 1,576,327 $391,847 $ 1,968,174 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 June 30, 2018 Fair Value at December 31, 2017 Change on Revaluation at Reporting Date Fair Value at June 30, 2018 9,254,546 warrants (Amended Warrants and September Warrants) $ 46,273 $ - $ 46,273 1,194,332 warrants (First Extension Warrants) 7,166 - 7,166 9,600,000 warrants (Second KF Warrants) 48,000 - 48,000 1,337,320 warrants (Second Extension Warrants) 8,024 - 8,024 8,000,000 warrants (Third KF Warrants) 48,000 (8,000) 40,000 Total $ 157,463 $ (8,000) $ 149,463 As at December 31, 2017 Fair Value at December 31, 2016 Change on Revaluation at Reporting Date Fair Value at December 31, 2017 9,254,546 warrants (Amended Warrants and September Warrants) $ 58,303 $ (12,030) $ 46,273 1,194,332 warrants (First Extension Warrants) 9,077 (1,911) 7,166 9,600,000 warrants (Second KF Warrants) 57,600 (9,600) 48,000 1,337,320 warrants (Second Extension Warrants) 10,164 (2,140) 8,024 8,000,000 warrants (Third KF Warrants) 59,200 (11,200) 48,000 Total $ 194,344 $ (36,881) $ 157,463 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 were amortized over the remaining life of the loans. As of June 30, 2018, the legal fees were fully amortized and the Company did not have any financing costs associated with the KFBV Loans. During the six months ended June 30, 2017 the Company recorded $564 in financing costs associated with the amortization of the legal fees associated with KFBV Loans. |
Share Capital Disclosure
Share Capital Disclosure | 6 Months Ended |
Jun. 30, 2018 | |
Notes | |
Share Capital Disclosure | NOTE 5 - SHARE CAPITAL During the six months ended June 30, 2018, the Company did not have any transactions that resulted in issuance of its common stock. Warrants A continuity schedule of warrants is as follows: June 30, 2018 December 31, 2017 Warrants, beginning 29,886,198 39,886,198 Warrants, expired -- (10,000,000) Warrants, outstanding 29,886,198 29,886,198 Details of warrants outstanding as at June 30, 2018 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 June 30, 2018, the weighted-average exercise price and remaining contractual life of the outstanding share purchase warrants were $0.11 and 2.56 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 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. A summary of options is as follows: June 30, 2018 December 31, 2017 Options, beginning 2,500,000 6,300,000 Options, forfeited -- (3,800,000) Options, outstanding 2,500,000 2,500,000 Options, exercisable 2,000,000 2,000,000 Details of options outstanding as at June 30, 2018 are as follows: Exercise price Grant date Number of options granted Number of options exercisable $0.10 September 8, 2014 2,500,000 2,000,000 2,500,000 2,000,000 At June 30, 2018, the remaining contractual life of the outstanding options to purchase the shares of the Companys common stock was 3.19 years. 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 six-month period ended June 30, 2018, the Company recognized $23,569 as stock-based compensation (2017 - $54,988). 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% |
Organization and Nature of Op12
Organization and Nature of Operations: Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Basis of Presentation | Basis of presentation The unaudited interim consolidated financial statements included herein have been prepared by, and are the responsibility of, the Companys management in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Due to a weak financial condition, the Companys independent auditor has not performed a review of these unaudited interim consolidated financial statements. 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 unaudited consolidated financial statements included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2017. 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 six months ended June 30, 2018, are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. For further information, these unaudited interim consolidated financial statements and the related notes should be read in conjunction with the Companys unaudited consolidated financial statements for the year ended December 31, 2017, included in the Companys report on Form 10-K. |
Organization and Nature of Op13
Organization and Nature of Operations: Reclassifications Policy (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
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 Op14
Organization and Nature of Operations: Going Concern (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Policies | |
Going Concern | Going concern The accompanying unaudited, management prepared, 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. As of June 30, 2018, the Company has not achieved profitable operations and has a working capital deficit of $16,137,990 and accumulated a deficit of $79,610,569. In addition, as of June 30, 2018, the Company owed a total of $9,359,603 to KF Business Ventures, LP (KFBV), an entity controlled by the Companys Chairman, under the terms of three separate loan agreements with KFBV (Note 4). Should KFBV serve the Company with default notice and request a payment of the amounts owed, the Company may not be able to continue as a going concern and may be required to file for bankruptcy. 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 Di15
Related Party Transactions Disclosure: Schedule of Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Schedule of Related Party Transactions | June 30, 2018 December 31, 2017 Due to a company Chief Financial Officer (CFO) $ 202,464 $ 201,472 Due to the former Chief Executive Officer (CEO) (1) -- 73,125 Due to the former President and Chief Technical Officer (CTO) (1) -- 87,923 Due to the former Senior Vice President (VP) of Business Development (1) -- 74,064 Due to related parties $ 202,464 $ 436,584 Amounts are unsecured, due on demand and bear no interest. (1) |
Related Party Transactions Di16
Related Party Transactions Disclosure: Schedule of expenses with related parties (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Schedule of expenses with related parties | June 30, 2018 June 30, 2017 Administrative fees accrued to a company controlled by the CFO -- 90,000 Fair value of options issued to a Director and Chairman (Note 5) 23,569 54,988 Total transactions with related parties $ 23,569 $ 144,988 |
Notes and Advances Payable Di17
Notes and Advances Payable Disclosure: Schedule of Loans Outstanding (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Schedule of Loans Outstanding | As at June 30, 2018 Principal Outstanding Interest Rate per Annum Accrued Interest Total $ 27,000 8% $ 18,230 $ 45,230 49,500 7% 35,219 84,719 144,289* 6% 20,901 165,190 15,000 0% -- 15,000 600,000 6% 109,482 709,482 110,000 15% 27,567 137,567 311,729 10% 39,901 351,630 $ 1,257,518 $ 251,300 $ 1,508,818 *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, 2017 Principal Outstanding Interest Rate per Annum Accrued Interest Total $ 27,000 8% $ 16,477 $ 43,477 49,500 7% 32,336 81,836 151,455* 6% 16,867 168,322 15,000 0% -- 15,000 600,000 6% 88,735 688,735 110,000 15% 19,385 129,385 305,223 10% 23,095 328,318 $ 1,258,178 $ 196,895 $ 1,455,073 *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 Lia18
KFBV Loans and Derivative Liability Disclosure: Fair values assumptions of the warrants - First KF loan (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Fair values assumptions of the warrants - First KF loan | At June 30, 2018 At December 31, 2017 Expected Warrant Life 2.55 - 3.18 years 3.04 - 3.67 years Risk-Free Interest Rate 2.63% 1.98% Expected Dividend Yield Nil Nil Expected Stock Price Volatility 32%-60% 32%-60% |
KFBV Loans and Derivative Lia19
KFBV Loans and Derivative Liability Disclosure: Fair values assumptions of the warrants - Second KF loan (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Fair values assumptions of the warrants - Second KF loan | At June 30, 2018 At December 31, 2017 Expected Warrant Life 2.55 - 3.18 years 3.04 - 3.67 years Risk-Free Interest Rate 2.63% 1.98% Expected Dividend Yield Nil Nil Expected Stock Price Volatility 15% - 60% 15% - 60% |
KFBV Loans and Derivative Lia20
KFBV Loans and Derivative Liability Disclosure: Fair values assumptions of the warrants - Third KF loan (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Fair values assumptions of the warrants - Third KF loan | At June 30, 2018 At December 31, 2017 Expected Warrant Life 2.55 years 3.04 years Risk-Free Interest Rate 2.63% 1.98% Expected Dividend Yield Nil Nil Average Expected Stock Price Volatility 60% 60% At June 30, 2018 and December 31, 2017, the fair value of the Third KF Loan Conversion Feature was revalued using the Binomial Lattice model using the following assumptions: At June 30, 2018 At December 31, 2017 Amount Eligible for Conversion $2,047,128 $1,901,252 Share Price $0.009 $0.0097 Expected Life on demand on demand Risk-Free Interest Rate 1.77% 0.96% Expected Dividend Yield Nil Nil Expected Stock Price Volatility 57% 57% |
KFBV Loans and Derivative Lia21
KFBV Loans and Derivative Liability Disclosure: Summary of the Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Summary of the Loans Payable | As at June 30, 2018 Principal Outstanding Accumulated Accrued Interest Penalty Total First KF Loan Payable $ 2,000,000 $ 1,278,889 $ 131,978 $ 3,410,867 Second KF Loan Payable 2,400,000 1,271,430 147,779 3,819,209 Third KF Loan Payable 1,500,000 547,128 82,399 2,129,527 $ 5,900,000 $ 3,097,447 $ 362,156 $ 9,359,603 As at December 31, 2017 Principal Outstanding Accumulated Accrued Interest Penalty Total First KF Loan Payable $ 2,000,000 $ 1,045,238 $ 131,978 $ 3,177,216 Second KF Loan Payable 2,400,000 1,009,806 147,779 3,557,585 Third KF Loan Payable 1,500,000 401,251 82,399 1,983,650 $ 5,900,000 $ 2,456,295 $ 362,156 $ 8,718,451 |
KFBV Loans and Derivative Lia22
KFBV Loans and Derivative Liability Disclosure: Summary of the Derivative Liability - Conversion Feature (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Summary of the Derivative Liability - Conversion Feature | As at June 30, 2018 Fair Value at December 31, 2017 Change on Revaluation at Reporting Date Fair Value at June 30, 2018 Third KF Loan Conversion Feature $ 1,968,174 $306,419 $ 2,274,593 As at December 31, 2017 Fair Value at December 31, 2016 Change on Revaluation at Reporting Date Fair Value at December 31, 2017 Third KF Loan Conversion Feature $ 1,576,327 $391,847 $ 1,968,174 |
KFBV Loans and Derivative Lia23
KFBV Loans and Derivative Liability Disclosure: Summary of the Derivative Liabilities - Warrants (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Summary of the Derivative Liabilities - Warrants | As at June 30, 2018 Fair Value at December 31, 2017 Change on Revaluation at Reporting Date Fair Value at June 30, 2018 9,254,546 warrants (Amended Warrants and September Warrants) $ 46,273 $ - $ 46,273 1,194,332 warrants (First Extension Warrants) 7,166 - 7,166 9,600,000 warrants (Second KF Warrants) 48,000 - 48,000 1,337,320 warrants (Second Extension Warrants) 8,024 - 8,024 8,000,000 warrants (Third KF Warrants) 48,000 (8,000) 40,000 Total $ 157,463 $ (8,000) $ 149,463 As at December 31, 2017 Fair Value at December 31, 2016 Change on Revaluation at Reporting Date Fair Value at December 31, 2017 9,254,546 warrants (Amended Warrants and September Warrants) $ 58,303 $ (12,030) $ 46,273 1,194,332 warrants (First Extension Warrants) 9,077 (1,911) 7,166 9,600,000 warrants (Second KF Warrants) 57,600 (9,600) 48,000 1,337,320 warrants (Second Extension Warrants) 10,164 (2,140) 8,024 8,000,000 warrants (Third KF Warrants) 59,200 (11,200) 48,000 Total $ 194,344 $ (36,881) $ 157,463 |
Share Capital Disclosure_ Conti
Share Capital Disclosure: Continuity schedule of warrants (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Continuity schedule of warrants | June 30, 2018 December 31, 2017 Warrants, beginning 29,886,198 39,886,198 Warrants, expired -- (10,000,000) Warrants, outstanding 29,886,198 29,886,198 |
Share Capital Disclosure_ Sched
Share Capital Disclosure: Schedule of Stockholders' Equity Note, Warrants (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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_ Sch26
Share Capital Disclosure: Schedule of Stock Option Continuity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Schedule of Stock Option Continuity | June 30, 2018 December 31, 2017 Options, beginning 2,500,000 6,300,000 Options, forfeited -- (3,800,000) Options, outstanding 2,500,000 2,500,000 Options, exercisable 2,000,000 2,000,000 |
Share Capital Disclosure_ Sch27
Share Capital Disclosure: Schedule of Stock Options Outstanding (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Schedule of Stock Options Outstanding | Exercise price Grant date Number of options granted Number of options exercisable $0.10 September 8, 2014 2,500,000 2,000,000 2,500,000 2,000,000 |
Share Capital Disclosure_ Fair
Share Capital Disclosure: Fair value of options granted at September 8, 2014 (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Tables/Schedules | |
Fair value of options granted at September 8, 2014 | At September 8, 2014 Expected Option Life 5 years Average Risk-Free Interest Rate 1.98% Expected Dividend Yield Nil Average Expected Stock Price Volatility 118% |
Organization and Nature of Op29
Organization and Nature of Operations: Going Concern (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Working capital deficit | $ 16,137,990 | |
Accumulated deficit | 79,610,569 | $ 78,596,334 |
Loans payable | 9,359,603 | $ 8,718,451 |
To an entity controlled by the Company's Chairman | ||
Loans payable | $ 9,359,603 |
Related Party Transactions Di30
Related Party Transactions Disclosure: Schedule of Related Party Transactions (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Due to related parties | $ 202,464 | $ 436,584 |
Due to a company controlled by the CFO | ||
Due to related parties | $ 202,464 | 201,472 |
Due to the former CEO | ||
Due to related parties | 73,125 | |
Due to the former President and CTO | ||
Due to related parties | 87,923 | |
Due to the former VP of Business Development | ||
Due to related parties | $ 74,064 |
Related Party Transactions Di31
Related Party Transactions Disclosure: Schedule of expenses with related parties (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Expenses incurred with related parties | $ 23,569 | $ 144,988 |
Administrative fees incurred to a company controlled by the CFO | ||
Expenses incurred with related parties | 90,000 | |
Fair value of options issued to a Director and Chairman | ||
Expenses incurred with related parties | $ 23,569 | $ 54,988 |
Notes and Advances Payable Di32
Notes and Advances Payable Disclosure: Schedule of Loans Outstanding (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Principal outstanding | $ 1,257,518 | $ 1,258,178 |
Accrued interest | 251,300 | 196,895 |
Notes and advances payable | 1,508,818 | 1,455,073 |
Short-term loan (1) | ||
Principal outstanding | $ 27,000 | $ 27,000 |
Effective interest rate | 8.00% | 8.00% |
Accrued interest | $ 18,230 | $ 16,477 |
Notes and advances payable | 45,230 | 43,477 |
Short-term loan (2) | ||
Principal outstanding | $ 49,500 | $ 49,500 |
Effective interest rate | 7.00% | 7.00% |
Accrued interest | $ 35,219 | $ 32,336 |
Notes and advances payable | 84,719 | 81,836 |
Short-term loan (3) | ||
Principal outstanding | $ 144,289 | $ 151,455 |
Effective interest rate | 6.00% | 6.00% |
Accrued interest | $ 20,901 | $ 16,867 |
Notes and advances payable | 165,190 | 168,322 |
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 | $ 109,482 | $ 88,735 |
Notes and advances payable | 709,482 | 688,735 |
Short-term loan (6) | ||
Principal outstanding | $ 110,000 | $ 110,000 |
Effective interest rate | 15.00% | 15.00% |
Accrued interest | $ 27,567 | $ 19,385 |
Notes and advances payable | 137,567 | 129,385 |
Short-term loan (7) | ||
Principal outstanding | $ 311,729 | $ 305,223 |
Effective interest rate | 10.00% | 10.00% |
Accrued interest | $ 39,901 | $ 23,095 |
Notes and advances payable | $ 351,630 | $ 328,318 |
Notes and Advances Payable Di33
Notes and Advances Payable Disclosure (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Proceeds from notes and advances payable | $ 6,506 | $ 296,316 | |
Quarry Bay and Tradex Loans and Advances | |||
Loans and advances payable | 165,190 | $ 168,322 | |
Norling Bridge Loans | |||
Loans and advances payable | 472,567 | 458,748 | |
Interest expense recorded | 13,819 | 12,981 | |
KF Business Ventures Bridge Loan | |||
Loans and advances payable | 236,915 | 229,987 | |
Interest expense recorded | 6,928 | 6,507 | |
KF Business Ventures Promissory Note | |||
Loans and advances payable | 137,567 | 129,385 | |
Interest expense recorded | 8,182 | 8,078 | |
KF Business Ventures Working Capital Advances | |||
Loans and advances payable | 351,630 | 328,318 | |
Interest expense recorded | 16,806 | ||
Proceeds from notes and advances payable | 6,506 | 305,223 | |
Other Loans - Third Party Creditor | |||
Loans and advances payable | 84,719 | 81,836 | |
Interest expense recorded | 2,882 | 2,681 | |
Other Loan - Third Party Creditor (2) | |||
Loans and advances payable | 45,230 | $ 43,477 | |
Interest expense recorded | $ 1,753 | $ 1,614 |
KFBV Loans and Derivative Lia34
KFBV Loans and Derivative Liability Disclosure (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 17, 2015 | Sep. 08, 2014 | Jul. 28, 2014 | Mar. 10, 2014 | Jan. 15, 2014 | |
Accretion expense | $ 1,046,271 | ||||||||
Financing costs | 362,720 | ||||||||
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 | ||||||
Interest expense recorded | $ 233,651 | 185,226 | |||||||
Accretion expense | 73,250 | ||||||||
Derivative liability | 53,439 | $ 53,439 | |||||||
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 | |||||||
Interest expense recorded | 261,624 | 207,401 | |||||||
Accretion expense | 165,212 | ||||||||
Derivative liability | 56,024 | 56,024 | |||||||
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 | ||||||||
Interest expense recorded | 145,877 | 115,644 | |||||||
Accretion expense | 807,809 | ||||||||
Third KF Warrants | |||||||||
Derivative liability | 40,000 | 48,000 | |||||||
Third KF Loan Conversion Feature | |||||||||
Derivative liability | $ 2,274,593 | $ 1,968,174 | |||||||
KF Business Ventures Deferred Financing Costs | |||||||||
Legal Fees | $ 50,538 | ||||||||
Financing costs | $ 564 |
Share Capital Disclosure_ Con35
Share Capital Disclosure: Continuity schedule of warrants (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Jun. 30, 2018 | Dec. 31, 2016 | |
Details | |||
Number of warrants outstanding | 29,886,198 | 29,886,198 | 39,886,198 |
Warrants expired | (10,000,000) |
Share Capital Disclosure_ Sch36
Share Capital Disclosure: Schedule of Stockholders' Equity Note, Warrants (Details) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Number of warrants outstanding | 29,886,198 | 29,886,198 | 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) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 08, 2014 | |
Details | |||||
Weighted-average exercise price of the outstanding share purchase warrants | $ 0.11 | ||||
2014 Stock Option Plan | 13,200,000 | ||||
Stock-based compensation | $ (11,849) | $ (27,647) | $ (23,569) | $ 72,063 |
Share Capital Disclosure_ Sch38
Share Capital Disclosure: Schedule of Stock Option Continuity (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Jun. 30, 2018 | Dec. 31, 2016 | |
Details | |||
Stock options outstanding | 2,500,000 | 2,500,000 | 6,300,000 |
Options forfeited | (3,800,000) | ||
Stock options exercisable | 2,000,000 | 2,000,000 |
Share Capital Disclosure_ Sch39
Share Capital Disclosure: Schedule of Stock Options Outstanding (Details) - September 8, 2014 | 12 Months Ended |
Dec. 31, 2014$ / sharesshares | |
Exercise price (options) | $ / shares | $ 0.10 |
Stock options granted | shares | 2,500,000 |