Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 11, 2020 | |
Details | ||
Registrant CIK | 0001143238 | |
Fiscal Year End | --12-31 | |
Registrant Name | Triton Emission Solutions Inc. | |
SEC Form | 10-Q | |
Period End date | Mar. 31, 2020 | |
Tax Identification Number (TIN) | 33-0953557 | |
Number of common stock shares outstanding | 88,195,005 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | No | |
Interactive Data Current | Yes | |
Shell Company | false | |
Small Business | true | |
Emerging Growth Company | false | |
Entity File Number | 000-33309 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | c/o 1130 West Pender Street, Unit 820 | |
Entity Address, City or Town | Vancouver | |
Entity Address, State or Province | BC | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | V6E 4A4 | |
City Area Code | 800 | |
Local Phone Number | 648-4287 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 2,389 | $ 1,838 |
Prepaids | 7,621 | 11,767 |
Total assets | 10,010 | 13,605 |
Current liabilities | ||
Accounts payable and accrued liabilities | 596,312 | 594,454 |
Unearned revenue | 2,075,000 | 2,075,000 |
Notes and advances payable | 1,772,540 | 1,754,554 |
Due to related parties | 205,206 | 205,336 |
Derivative liabilities - warrants | 29,387 | 31,918 |
Derivative liability - conversion feature | 2,532,045 | 1,829,750 |
Loans payable | 12,047,322 | 11,621,004 |
Total liabilities | 19,257,812 | 18,112,016 |
Stockholders' deficit | ||
Common stock $0.001 par value, 200,000,000 commonshares authorized, 88,195,005 issued and outstandingat March 31, 2020 and December 31, 2019 | 88,195 | 88,195 |
Obligation to issue shares | 46,410 | 46,410 |
Additional paid-in capital | 63,343,169 | 63,343,169 |
Accumulated deficit | (82,729,496) | (81,580,105) |
Accumulated other comprehensive income | 3,920 | 3,920 |
Total stockholders' deficit | (19,247,802) | (18,098,411) |
Total liabilities and stockholders' deficit | $ 10,010 | $ 13,605 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Details | ||
Common Stock, Par or Stated Value Per Share | $ 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 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Details | ||
General and administrative expenses | $ 7,122 | $ 18,100 |
Loss before other items | (7,122) | (18,100) |
Other items | ||
Change in fair value of derivative liabilities | (699,764) | (437,258) |
Foreign exchange gain (loss) | 16,813 | (3,769) |
Interest expense | (459,318) | (393,108) |
Net (loss) | $ (1,149,391) | $ (852,235) |
Net loss per share - basic and diluted | $ (0.01) | $ (0.01) |
Weighted average number of shares outstanding - basic and diluted | 88,195,005 | 88,195,005 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock | Deferred Compensation, Share-based Payments | Additional Paid-in Capital | Retained Earnings | AOCI Attributable to Parent | Total |
Equity Balance at Dec. 31, 2018 | $ 88,195 | $ 46,410 | $ 63,343,169 | $ (80,230,338) | $ 3,920 | $ (16,748,644) |
Equity Balance, Shares at Dec. 31, 2018 | 88,195,005 | |||||
Net (loss) | $ 0 | 0 | 0 | (852,235) | 0 | (852,235) |
Equity Balance, Shares at Mar. 31, 2019 | 88,195,005 | |||||
Equity Balance at Mar. 31, 2019 | $ 88,195 | 46,410 | 63,343,169 | (81,082,573) | 3,920 | (17,600,879) |
Net (loss) | $ 0 | 0 | 0 | (497,532) | 0 | (497,532) |
Equity Balance, Shares at Dec. 31, 2019 | 88,195,005 | |||||
Equity Balance at Dec. 31, 2019 | $ 88,195 | 46,410 | 63,343,169 | (81,580,105) | 3,920 | (18,098,411) |
Net (loss) | $ 0 | 0 | 0 | (1,149,391) | 0 | (1,149,391) |
Equity Balance, Shares at Mar. 31, 2020 | 88,195,005 | |||||
Equity Balance at Mar. 31, 2020 | $ 88,195 | $ 46,410 | $ 63,343,169 | $ (82,729,496) | $ 3,920 | $ (19,247,802) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows used in operating activities | ||
Net (loss) | $ (1,149,391) | $ (852,235) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accrued interest | 459,318 | 393,108 |
Foreign exchange gain (loss), non-cash | (16,803) | 3,801 |
Change in fair value of derivative liabilities | 699,764 | 437,258 |
Changes in operating assets and liabilities | ||
Increase (decrease) in prepaids | 4,146 | 5,761 |
Increase (decrease) in accounts payable and accrued liabilities | 2,905 | 2,953 |
Net cash used in operating activities | (61) | (9,354) |
Cash flows provided by financing activities | ||
Proceeds from notes and advances payable | 612 | 9,392 |
Net cash provided by financing activities | 612 | 9,392 |
Net increase in cash | 551 | 38 |
Cash, beginning | 1,838 | 968 |
Cash, ending | 2,389 | 1,006 |
Cash paid for: | ||
Income tax | 0 | 0 |
Interest | $ 0 | $ 0 |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2020 | |
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. On August 25, 2014, the Company changed its name from Poly Shield Technologies Inc. to Triton Emission Solutions Inc. The Companys shares are listed on the OTCPink under the symbol DSOX. 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 condensed 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 Company has not been able to retain an independent auditor to perform 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, 2019. 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, 2020, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. For further information, these unaudited interim condensed 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, 2019, included in the Companys report on Form 10-K. Reclassifications Certain prior period amounts in the accompanying unaudited interim condensed consolidated 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, interim condensed consolidated 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 March 31, 2020, the Company had not achieved profitable operations and had a working capital deficit of $(19,247,802) and accumulated a deficit of $82,729,496. In addition, as of March 31, 2020, the Company owed a total of $12,047,322 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 likelihood and 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 condensed 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, 2020 | |
Notes | |
Related Party Transactions Disclosure | NOTE 2 - RELATED PARTY TRANSACTIONS As at March 31, 2020, the Company owed $205,206 (2019 - $205,336) to an entity controlled by the Chief Financial Officer (CFO) of the Company. During the three-month periods ended March 31, 2020 and 2019, the Company did not have any transactions with its related parties other than the interest accrued on notes and advances payable, and borrowing funds to support the Companys operations (Notes 3 and 4). |
Notes and Advances Payable Disc
Notes and Advances Payable Disclosure | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 and December 31, 2019: As at March 31, 2020 Principal Outstanding Interest Rate per Annum Accrued Interest Total $ 27,000 (1) 8% $ 25,017 $ 52,017 15,000 (2) 0% - 15,000 49,500 (3) 7% 46,248 95,748 133,925 (4) 6% 36,365 170,290 600,000 (5) 6% 187,984 787,984 110,000 (6) 15% 56,499 166,499 370,730 (7) 10% 114,272 485,002 $ 1,306,155 $ 466,385 $ 1,772,540 As at December 31, 2019 Principal Outstanding Interest Rate per Annum Accrued Interest Total $ 27,000 (1) 8% $ 23,993 $ 50,993 15,000 (2) 0% - 15,000 49,500 (3) 7% 44,596 94,096 146,289 (4) 6% 36,966 183,255 600,000 (5) 6% 176,314 776,314 110,000 (6) 15% 52,385 162,385 370,118 (7) 10% 102,393 472,511 $ 1,317,907 $ 436,647 $ 1,754,554 (1) (2) (3) The above loans accrue interest at a rate of 7% and are due on demand. During the three-month period ended March 31, 2020, the Company recorded $1,652 in interest expense associated with these loans (2019 - $1,524). As at March 31, 2020, the Company owed a total of $95,748 (2019 - $94,096) to third party creditors under the 7% loans. (4) (5) The Norling Loans and KFBV Bridge Loan accrue interest at a rate of 6% and were due December 31, 2016. During the three-month period ended March 31, 2020, the Company recorded $7,773 in interest expense associated with the Norling Loans (2019 - $7,241) and $3,897 in interest expense associated with the KFBV Bridge Loan (2019 - $3,630). As at March 31, 2020, the Company owed $524,855 (2019 - $517,082) under the Norling Loans and $263,129 (2019 - $259,232) under the KFBV Bridge Loan. As of March 31, 2020, the Norling Loans and KFBV Bridge Loan are in default, however, the Company has not been served with a default notice. (6) The KFBV Note had 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, 2020, the Company recorded $4,114 in interest expense associated with the KFBV Note (2019 - $4,068). As at March 31, 2020, the Company owed $166,499 (2019 - $162,385) under the KFBV Note. As of March 31, 2020, the KFBV Note is in default, however, the Company has not been served with a default notice. (7) |
KFBV Loans and Derivative Liabi
KFBV Loans and Derivative Liability Disclosure | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
KFBV Loans and Derivative Liability Disclosure | NOTE 4 - KFBV LOANS AND DERIVATIVE LIABILITY The tables below summarize the details of the loans payable to KFBV under three separate loan agreements the Company entered into with KFBV during its fiscal 2014 and 2015: As at March 31, 2020 Principal Outstanding Accumulated Accrued Interest Penalty Total First KF Loan Payable $ 2,000,000 $ 2,258,360 $ 131,978 $ 4,390,338 Second KF Loan Payable 2,400,000 2,368,160 147,779 4,915,939 Third KF Loan Payable 1,500,000 1,158,646 82,399 2,741,045 $ 5,900,000 $ 5,785,166 $ 362,156 $ 12,047,322 As at December 31, 2019 Principal Outstanding Accumulated Accrued Interest Penalty Total First KF Loan Payable $ 2,000,000 $ 2,102,999 $ 131,978 $ 4,234,977 Second KF Loan Payable 2,400,000 2,194,200 147,779 4,741,979 Third KF Loan Payable 1,500,000 1,061,649 82,399 2,644,048 $ 5,900,000 $ 5,358,848 $ 362,156 $ 11,621,004 First KF Loan Payable At March 31, 2020, the Company owed KFBV a total of $4,390,338 under a loan agreement dated for reference February 11, 2014, as amended on March 10, 2014, September 8, 2014, and on December 17, 2015 (the First KF Loan). The principal under the First KF Loan accumulated interest at 10% per annum compounded monthly. The Company did not repay the First KF Loan on January 15, 2017, its amended maturity date, therefore as of January 15, 2017, the interest rate increased to 15%, the default rate of interest, and the Company recorded a penalty of $131,978, representing 5% of the full balance due under the First KF Loan on its maturity. During the three months ended March 31, 2020, the Company recorded $155,361 (2019 - $132,355) in interest expense on the First KF Loan. In consideration for the First KF Loan, as amended, the Company issued to KFBV non-transferrable share purchase warrants to purchase an aggregate of 10,448,878 shares of its common stock at an exercise price of $0.10 per share, as amended. Warrants for 9,254,546 expire on January 15, 2021, and warrants for 1,194,332 shares expire on September 1, 2021 (the First KF Warrants). The First KF Warrants include a down-round provision whereby the exercise price of the First KF Warrants could be adjusted to the lowest offering price of any options, warrants or shares issued subsequent to the issuance of the First KF Warrants; in case of the Company defaulting on repayment of the First KF Loan, the First KF Warrants can be exercised at a 50% discount to volume weighted average price of the common stock of the Company over the five trading days preceding the date of exercise. The First KF Warrants were determined to be a derivative under ASC 815. At March 31, 2020, the fair value of the derivative liability associated with the First KF Warrants was $10,449 (December 31, 2019 - $11,643), and was determined using the Binomial Lattice model using the following assumptions: At March 31, 2020 At December 31, 2019 Share Price $0.0021 $0.0028 Expected Warrant Life 0.79 and 1.42 years 1.04 and 1.67 years Risk-Free Interest Rate 0.17% 1.58% and 1.59% Expected Dividend Yield Nil Nil Expected Stock Price Volatility 32% and 60% 32% and 60% Second KF Loan Payable At March 31, 2020, the Company owed KFBV a total of $4,915,939 under a loan agreement dated for reference July 28, 2014, as amended on December 17, 2015 (the Second KF Loan). The principal under the Second KF Loan accumulated interest at 10% per annum compounded monthly. The Company did not repay the Second KF Loan on January 15, 2017, its amended maturity date, therefore as of January 15, 2017, the interest rate increased to 15%, the default rate of interest, and the Company recorded a penalty of $147,779, representing 5% of the full balance due under the Second KF Loan on its maturity. During the three months ended March 31, 2020, the Company recorded $173,960 (2019 - $148,200) in interest expense on the Second KF Loan at 15% per annum, the default rate of interest. In consideration for the Second KF Loan, as amended, the Company issued to KFBV non-transferrable share purchase warrants to purchase an aggregate of 10,937,320 shares of its common stock at an exercise price of $0.10 per share, as amended. Warrants for 9,600,000 expire on January 15, 2021, and warrants for 1,337,320 shares expire on September 1, 2021 (the Second KF Warrants). The Second KF Warrants include a down-round provision whereby the exercise price of the Second KF Warrants could be adjusted to the lowest offering price of any options, warrants or shares issued subsequent to the issuance of the Second KF Warrants; in case of the Company defaulting on repayment of the Second KF Loan, the Second KF Warrants can be exercised at a 50% discount to volume weighted average price of the common stock of the Company over the five trading days preceding the date of exercise. The Second KF Warrants were determined to be a derivative under ASC 815. At March 31, 2020, the fair value of the derivative liability associated with the Second KF Warrants was $10,938 (December 31, 2019 - $12,275), and was determined using the Binomial Lattice model using the following assumptions: At March 31, 2020 At December 31, 2019 Share Price $0.0021 $0.0028 Expected Warrant Life 0.79 and 1.42 years 1.04 and 1.67 years Risk-Free Interest Rate 0.17% 1.58% and 1.59% Expected Dividend Yield Nil Nil Expected Stock Price Volatility 15% and 60% 15% and 60% Third KF Loan Payable At March 31, 2020, the Company owed KFBV a total of $2,741,045 under a loan agreement dated for reference January 8, 2016 (the Third KF Loan). The principal under the Third KF Loan accumulated interest at 10% per annum compounded monthly. The Company did not repay the Third KF Loan on January 15, 2017, its maturity date, therefore as of January 15, 2017, the interest rate increased to 15%, the default rate of interest, and the Company recorded a penalty of $82,399, representing 5% of the full balance due under the Third KF Loan on its maturity. The Third KF Loan may be converted into shares of the Companys common stock at a conversion price of $0.10 per share (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. During the three months ended March 31, 2020, the Company recorded $96,997 (2019 - $82,634) in interest expense on the Third KF Loan at 15% per annum, the default rate of interest. In consideration for the Third KF Loan Agreement, the Company issued to KFBV 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). The Third KF Warrants include a down-round provision whereby the exercise price of the Third KF Warrants could be adjusted to the lowest offering price of any options, warrants or shares issued subsequent to the issuance of the Third KF Warrants; in case of the Company defaulting on repayment of the Third KF Loan, the Third KF Warrants can be exercised at a 50% discount to volume weighted average price of the common stock of the Company over the five trading days preceding the date of exercise. The Third KF Warrants and the Third KF Loan Conversion Feature were determined to be derivatives under ASC 815. At March 31, 2020, the fair value of the derivative liability associated with the Third KF Warrants was $8,000 (2019 - $8,000), and was determined using the Binomial Lattice model using the following assumptions: At March 31, 2020 At December 31, 2019 Share Price $0.0021 $0.0028 Expected Warrant Life 0.79 years 1.04 years Risk-Free Interest Rate 0.17% 1.59% Expected Dividend Yield Nil Nil Average Expected Stock Price Volatility 60% 60% The fair value of the Third KF Loan Conversion Feature was determined using the Binomial Lattice model using the following assumptions: At March 31, 2020 At December 31, 2019 Amount Eligible for Conversion $2,658,647 $2,561,650 Share Price $0.0021 $0.0028 Expected Life on demand on demand Risk-Free Interest Rate 0.05% 1.48 % Expected Dividend Yield Nil Nil Expected Stock Price Volatility 57% 57% The decrease in shares price may result in the Company having to issue up to 2,532,044,575 shares of its common stock should KFBV decide to exercise its conversion rights under the Third KF Loan. 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, 2020 Fair Value at December 31, 2019 Change on Revaluation at March 31, 2020 Fair Value at March 31, 2020 Third KF Loan Conversion Feature $1,829,750 $702,295 $2,532,045 As at December 31, 2019 Fair Value at December 31, 2018 Change on Revaluation at December 31, 2019 Fair Value at December 31, 2019 Third KF Loan Conversion Feature $ 2,125,510 $(295,760) $ 1,829,750 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, 2020 Fair Value at December 31, 2019 Change on Revaluation at March 31, 2020 Fair Value at March 31, 2020 First KF Warrants $ 11,643 $ (1,194) $ 10,449 Second KF Warrants 12,275 (1,337) 10,938 Third KF Warrants 8,000 - 8,000 Total $ 31,918 $ (2,531) $ 29,387 As at December 31, 2019 Fair Value at December 31, 2018 Change on Revaluation at December 31, 2019 Fair Value at December 31, 2019 First KF Warrants $ 42,990 $ (31,347) $ 11,643 Second KF Warrants 45,087 (32,812) 12,275 Third KF Warrants 40,000 (32,000) 8,000 Total $ 128,077 $ (96,159) $ 31,918 |
Share Capital Disclosure
Share Capital Disclosure | 3 Months Ended |
Mar. 31, 2020 | |
Notes | |
Share Capital Disclosure | NOTE 5 - SHARE CAPITAL During the three months ended March 31, 2020, the Company did not have any transactions that resulted in issuance of its common stock. Warrants At March 31, 2020 and December 31, 2019, the Company had 29,386,198 warrants issued and exercisable as follows: Exercise price Expiry date Number of warrants outstanding $0.0011 January 15, 2021 26,854,546 $0.0011 September 1, 2021 2,531,652 $0.0011 29,386,198 At March 31, 2020, the weighted-average remaining contractual life of the outstanding share purchase warrants was 0.85 years. 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 continuity schedule of options is as follows: March 31, 2020 December 31, 2019 Options, beginning 2,000,000 2,500,000 Options, expired - (500,000) Options, outstanding 2,000,000 2,000,000 At March 31, 2020, the remaining contractual life of the outstanding options to purchase the shares of the Companys common stock was 1.94 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 vested 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. As at March 31, 2020, 500,000 options expired unexercised. |
Organization and Nature of Op_2
Organization and Nature of Operations: Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Basis of Presentation | Basis of presentation The unaudited interim condensed 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 Company has not been able to retain an independent auditor to perform 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, 2019. 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, 2020, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. For further information, these unaudited interim condensed 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, 2019, included in the Companys report on Form 10-K. |
Organization and Nature of Op_3
Organization and Nature of Operations: Reclassifications Policy (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Reclassifications Policy | Reclassifications Certain prior period amounts in the accompanying unaudited interim condensed consolidated 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 Op_4
Organization and Nature of Operations: Going Concern (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Policies | |
Going Concern | Going concern The accompanying unaudited, management-prepared, interim condensed consolidated 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 March 31, 2020, the Company had not achieved profitable operations and had a working capital deficit of $(19,247,802) and accumulated a deficit of $82,729,496. In addition, as of March 31, 2020, the Company owed a total of $12,047,322 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 likelihood and 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 condensed 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. |
KFBV Loans and Derivative Lia_2
KFBV Loans and Derivative Liability Disclosure: Summary of KF Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Summary of KF Loans Payable | As at March 31, 2020 Principal Outstanding Accumulated Accrued Interest Penalty Total First KF Loan Payable $ 2,000,000 $ 2,258,360 $ 131,978 $ 4,390,338 Second KF Loan Payable 2,400,000 2,368,160 147,779 4,915,939 Third KF Loan Payable 1,500,000 1,158,646 82,399 2,741,045 $ 5,900,000 $ 5,785,166 $ 362,156 $ 12,047,322 As at December 31, 2019 Principal Outstanding Accumulated Accrued Interest Penalty Total First KF Loan Payable $ 2,000,000 $ 2,102,999 $ 131,978 $ 4,234,977 Second KF Loan Payable 2,400,000 2,194,200 147,779 4,741,979 Third KF Loan Payable 1,500,000 1,061,649 82,399 2,644,048 $ 5,900,000 $ 5,358,848 $ 362,156 $ 11,621,004 |
KFBV Loans and Derivative Lia_3
KFBV Loans and Derivative Liability Disclosure: Fair values of Amended Warrants, September Warrants, and First Extension Warrants (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Fair values of Amended Warrants, September Warrants, and First Extension Warrants | At March 31, 2020 At December 31, 2019 Share Price $0.0021 $0.0028 Expected Warrant Life 0.79 and 1.42 years 1.04 and 1.67 years Risk-Free Interest Rate 0.17% 1.58% and 1.59% Expected Dividend Yield Nil Nil Expected Stock Price Volatility 32% and 60% 32% and 60% |
KFBV Loans and Derivative Lia_4
KFBV Loans and Derivative Liability Disclosure: Fair values of the Second KF Warrants and Second Extension Warrants (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Fair values of the Second KF Warrants and Second Extension Warrants | At March 31, 2020 At December 31, 2019 Share Price $0.0021 $0.0028 Expected Warrant Life 0.79 and 1.42 years 1.04 and 1.67 years Risk-Free Interest Rate 0.17% 1.58% and 1.59% Expected Dividend Yield Nil Nil Expected Stock Price Volatility 15% and 60% 15% and 60% |
KFBV Loans and Derivative Lia_5
KFBV Loans and Derivative Liability Disclosure: Fair value of the Third KF Warrants (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Fair value of the Third KF Warrants | At March 31, 2020 At December 31, 2019 Share Price $0.0021 $0.0028 Expected Warrant Life 0.79 years 1.04 years Risk-Free Interest Rate 0.17% 1.59% Expected Dividend Yield Nil Nil Average Expected Stock Price Volatility 60% 60% |
KFBV Loans and Derivative Lia_6
KFBV Loans and Derivative Liability Disclosure: Fair value of the Third KF Loan Conversion Feature (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Fair value of the Third KF Loan Conversion Feature | At March 31, 2020 At December 31, 2019 Amount Eligible for Conversion $2,658,647 $2,561,650 Share Price $0.0021 $0.0028 Expected Life on demand on demand Risk-Free Interest Rate 0.05% 1.48 % Expected Dividend Yield Nil Nil Expected Stock Price Volatility 57% 57% |
KFBV Loans and Derivative Lia_7
KFBV Loans and Derivative Liability Disclosure: Summary of the Derivative Liability - Conversion Feature (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Summary of the Derivative Liability - Conversion Feature | As at March 31, 2020 Fair Value at December 31, 2019 Change on Revaluation at March 31, 2020 Fair Value at March 31, 2020 Third KF Loan Conversion Feature $1,829,750 $702,295 $2,532,045 As at December 31, 2019 Fair Value at December 31, 2018 Change on Revaluation at December 31, 2019 Fair Value at December 31, 2019 Third KF Loan Conversion Feature $ 2,125,510 $(295,760) $ 1,829,750 |
KFBV Loans and Derivative Lia_8
KFBV Loans and Derivative Liability Disclosure: Summary of the Derivative Liabilities - Warrants (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Summary of the Derivative Liabilities - Warrants | As at March 31, 2020 Fair Value at December 31, 2019 Change on Revaluation at March 31, 2020 Fair Value at March 31, 2020 First KF Warrants $ 11,643 $ (1,194) $ 10,449 Second KF Warrants 12,275 (1,337) 10,938 Third KF Warrants 8,000 - 8,000 Total $ 31,918 $ (2,531) $ 29,387 As at December 31, 2019 Fair Value at December 31, 2018 Change on Revaluation at December 31, 2019 Fair Value at December 31, 2019 First KF Warrants $ 42,990 $ (31,347) $ 11,643 Second KF Warrants 45,087 (32,812) 12,275 Third KF Warrants 40,000 (32,000) 8,000 Total $ 128,077 $ (96,159) $ 31,918 |
Share Capital Disclosure_ Sched
Share Capital Disclosure: Schedule of Stockholders' Equity Note, Warrants (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Schedule of Stockholders' Equity Note, Warrants | Exercise price Expiry date Number of warrants outstanding $0.0011 January 15, 2021 26,854,546 $0.0011 September 1, 2021 2,531,652 $0.0011 29,386,198 |
Share Capital Disclosure_ Conti
Share Capital Disclosure: Continuity of options schedule (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Tables/Schedules | |
Continuity of options schedule | March 31, 2020 December 31, 2019 Options, beginning 2,000,000 2,500,000 Options, expired - (500,000) Options, outstanding 2,000,000 2,000,000 |
Organization and Nature of Op_5
Organization and Nature of Operations: Going Concern (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Working capital deficit | $ (19,247,802) | $ (18,098,411) |
Accumulated deficit | 82,729,496 | 81,580,105 |
Loans payable | 12,047,322 | $ 11,621,004 |
KF Business Ventures, LP | ||
Loans payable | $ 12,047,322 |
Related Party Transactions Di_2
Related Party Transactions Disclosure (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Entity controlled by the CFO | ||
Due to related parties | $ 205,206 | $ 205,336 |
Notes and Advances Payable Di_2
Notes and Advances Payable Disclosure (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Principal outstanding | $ 1,306,155 | $ 1,317,907 | |
Accrued interest | 466,385 | 436,647 | |
Notes and advances payable | 1,772,540 | 1,754,554 | |
Proceeds from notes and advances payable | 612 | $ 9,392 | |
Short-term Loan #1 | |||
Principal outstanding | $ 27,000 | $ 27,000 | |
Effective interest rate | 8.00% | 8.00% | |
Accrued interest | $ 25,017 | $ 23,993 | |
Notes and advances payable | 52,017 | 50,993 | |
Interest expense recorded | 1,024 | 935 | |
Short-term Loan #2 | |||
Principal outstanding | $ 15,000 | $ 15,000 | |
Effective interest rate | 0.00% | 0.00% | |
Accrued interest | $ 0 | $ 0 | |
Notes and advances payable | 15,000 | 15,000 | |
Short-term Loan #3 | |||
Principal outstanding | $ 49,500 | $ 49,500 | |
Effective interest rate | 7.00% | 7.00% | |
Accrued interest | $ 46,248 | $ 44,596 | |
Notes and advances payable | 95,748 | 94,096 | |
Interest expense recorded | 1,652 | 1,524 | |
Short-term Loan #4 | |||
Principal outstanding | $ 133,925 | $ 146,289 | |
Effective interest rate | 6.00% | 6.00% | |
Accrued interest | $ 36,365 | $ 36,966 | |
Notes and advances payable | 170,290 | 183,255 | |
Interest expense recorded | 2,661 | 2,507 | |
Short-term Loan #5 | |||
Principal outstanding | $ 600,000 | $ 600,000 | |
Effective interest rate | 6.00% | 6.00% | |
Accrued interest | $ 187,984 | $ 176,314 | |
Notes and advances payable | 787,984 | 776,314 | |
Short-term Loan #6 | |||
Principal outstanding | $ 110,000 | $ 110,000 | |
Effective interest rate | 15.00% | 15.00% | |
Accrued interest | $ 56,499 | $ 52,385 | |
Notes and advances payable | 166,499 | 162,385 | |
Interest expense recorded | 4,114 | 4,068 | |
Short-term Loan #7 | |||
Principal outstanding | $ 370,730 | $ 370,118 | |
Effective interest rate | 10.00% | 10.00% | |
Accrued interest | $ 114,272 | $ 102,393 | |
Notes and advances payable | 485,002 | 472,511 | |
Norling Bridge Loans (STL#5) | |||
Notes and advances payable | 524,855 | 517,082 | |
Interest expense recorded | 7,773 | 7,241 | |
KFB Bridge Loans (STL#5) | |||
Notes and advances payable | 263,129 | 259,232 | |
Interest expense recorded | 3,897 | 3,630 | |
KFB Note (STL#7) | |||
Notes and advances payable | 485,002 | $ 472,511 | |
Interest expense recorded | 11,879 | 10,166 | |
Proceeds from notes and advances payable | $ 612 | $ 9,392 |
KFBV Loans and Derivative Lia_9
KFBV Loans and Derivative Liability Disclosure (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Loans payable | $ 12,047,322 | $ 11,621,004 | |
Exercise price per warrant share | $ 0.0011 | ||
First KF Loan Agreement | |||
Loans payable | $ 4,390,338 | ||
Interest expense recorded | $ 155,361 | $ 132,355 | |
Common stock that may be exercised by warrants | 10,448,878 | ||
Exercise price per warrant share | $ 0.10 | ||
Derivative liability | $ 10,449 | 11,643 | |
Second KF Loan Agreement | |||
Loans payable | 4,915,939 | ||
Interest expense recorded | $ 173,960 | 148,200 | |
Common stock that may be exercised by warrants | 10,937,320 | ||
Exercise price per warrant share | $ 0.10 | ||
Derivative liability | $ 10,938 | 12,275 | |
Third KF Loan Agreement | |||
Loans payable | 2,741,045 | ||
Interest expense recorded | $ 96,997 | $ 82,634 | |
Common stock that may be exercised by warrants | 8,000,000 | ||
Exercise price per warrant share | $ 0.10 | ||
Derivative liability | $ 8,000 | $ 8,000 |
Share Capital Disclosure_ Sch_2
Share Capital Disclosure: Schedule of Stockholders' Equity Note, Warrants (Details) | Mar. 31, 2020$ / sharesshares |
Details | |
Exercise price of the outstanding warrants | $ / shares | $ 0.0011 |
Number of warrants outstanding | shares | 29,386,198 |
Share Capital Disclosure (Detai
Share Capital Disclosure (Details) | Sep. 08, 2014shares |
Details | |
2014 Stock Option Plan | 13,200,000 |
Share Capital Disclosure_ Con_2
Share Capital Disclosure: Continuity of options schedule (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2018 | |
Details | |||
Options outstanding | 2,000,000 | 2,000,000 | 2,500,000 |
Options expired during the period | 500,000 |