Convertible Debentures | a) On June 20, 2014, the Company entered into a consulting agreement for consulting services. Pursuant to the agreement, the Company is to pay the consultant a commencement fee of $250,000. On June 23, 2014, the Company issued a $250,000 convertible note which is unsecured, non-bearing interest and due on June 22, 2015. The note is convertible into shares of common stock 180 days after the date of issuance (December 17, 2014) at a conversion rate of 90% of the lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at March 31, 2018, accrued interest of $27,461 (December 31, 2017 - $27,461) has been recorded in accounts payable and accrued liabilities. On December 17, 2014, the note became convertible resulting in the Company recording a derivative liability of $94,188 with a corresponding adjustment to loss on change in fair value of derivative liabilities of $1,050 as accretion expense. Pursuant to the agreement, the convertible note matured on June 22, 2015 and 150% of the remaining balance in principal and interest is payable. On February 2, 2016, the Company entered into a settlement agreement whereby the Company would pay $20,000 on or before the third day of each subsequent month until the entire balance is repaid. The Company considered ASC Subtopic 470-50, Debt Modifications and Extinguishments, and determined that the modification was an extinguishment and therefore, recognized a gain on the extinguishment of the original debt. During the three months ended March 31, 2018, the Company repaid $10,000 (2017 - $37,387) of the outstanding loan pursuant to a settlement agreement. As at March 31, 2018, the carrying value of the debenture was $12,613 (December 31, 2017 - $22,613) and the fair value of the derivative liability was $8,193 (December 31, 2017 - $14,237). b) On May 23, 2017, the Company issued a $63,000 convertible note, net of an original issue discount of $3,000, which is unsecured, bears interest at 8% per annum, and is in default. The note is convertible into shares of common stock at a conversion rate of 55% of the lowest closing bid prices of the Company's common stock for the twenty trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. During the three months ended March 31, 2018, the Company issued 249,916 common shares for the conversion of $3,540 of principal and $185 of accrued interest. As at March 31, 2018, accrued interest of $3,944 (December 31, 2017 - $2,992) has been recorded in accounts payable and accrued liabilities. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability resulted in a discount to the convertible note of $48,137. The carrying value of the convertible note will be accreted over the term of the convertible note. During the three months ended March 31, 2018, $15,829 (2017 - $nil) of accretion expense had been recorded. As at March 31, 2018, the carrying value of the debenture was $47,216 (December 31, 2017 - $34,927) and the fair value of the derivative liability was $32,990 (December 31, 2017 - $48,450). c) On May 23, 2017, the Company issued a $63,000 convertible note, net of an original issue discount of $3,000, which is unsecured, bears interest at 8% per annum, and is in default. The note is convertible into shares of common stock at a conversion rate of 55% of the lowest closing bid prices of the Company's common stock for the twenty trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. During the three months ended March 31, 2018, the Company issued 600,000 common shares for the conversion of $10,450 of principal and $3,602 of accrued interest. As at March 31, 2018, accrued interest of $916 (December 31, 2017 - $3,077) has been recorded in accounts payable and accrued liabilities. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability resulted in a discount to the convertible note of $48,137. The carrying value of the convertible note will be accreted over the term of the convertible note. During the three months ended March 31, 2018, $17,502 (2017 - $nil) of accretion expense had been recorded. As at March 31, 2018, the carrying value of the debenture was $42,869 (December 31, 2017 - $35,817) and the fair value of the derivative liability was $49,800 (December 31, 2017 - $52,001). d) On December 28, 2017, the Company issued a $100,000 convertible note to the former Chief Financial Officer of the Company which is unsecured, bears interest at 6% per annum, and is due on December 28, 2018. The note is convertible into shares of common stock at a conversion rate of 70% of the lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at March 31, 2018, accrued interest of $1,544 (December 31, 2017 - $66) has been recorded in accounts payable and accrued liabilities. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability resulted in a discount to the convertible note of $42,817. The carrying value of the convertible note will be accreted over the term of the convertible note. During the three months ended March 31, 2018, $8,492 (2017 - $nil) of accretion expense had been recorded. As at March 31, 2018, the carrying value of the debenture was $65,944 (December 31, 2017 - $57,452) and the fair value of the derivative liability was $42,604 (December 31, 2017 - $42,818). e) On January 23, 2018, the Company issued a $111,111 convertible note, net of an original issue discount of $11,111, which is unsecured, bears one-time interest at 14%, and is due six months from the payment date. This note has been extended and is current. The note is convertible into shares of common stock at a conversion price of $0.30 per share. As at March 31, 2018, accrued interest of $14,000 (December 31, 2017 - $nil) has been recorded in accounts payable and accrued liabilities. Since this note became tainted by the notes with variable conversion rates, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability and the one-time interest resulted in a discount to the convertible note of $17,712. The carrying value of the convertible note will be accreted over the term of the convertible note. During the three months ended March 31, 2018, $10,611 (2017 - $nil) of accretion expense had been recorded. As at March 31, 2018, the carrying value of the debenture was $92,899 (December 31, 2017 - $nil) and the fair value of the derivative liability was $2,258 (December 31, 2017 - $nil). f) On January 26, 2018, the Company issued a $165,000 convertible note, net of an original issue discount of $15,000, which is unsecured, bears one-time interest at 14%, and is due six months from the payment date. We are currently working on an extension with the lender. The note is convertible into shares of common stock at a conversion price of $0.30 per share. A total of 500,000 shares with a fair value of $25,000 was also issued with the convertible note. Refer to Note 7(f). As at March 31, 2018, accrued interest of $21,000 (December 31, 2017 - $nil) has been recorded in accounts payable and accrued liabilities. Since this note became tainted by the notes with variable conversion rates , the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability, the one-time interest and the fair value of the shares resulted in a discount to the convertible note of $50,697. The carrying value of the convertible note will be accreted over the term of the convertible note. During the three months ended March 31, 2018, $21,680 (2017 - $nil) of accretion expense had been recorded. As at March 31, 2018, the carrying value of the debenture was $120,983 (December 31, 2017 - $nil) and the fair value of the derivative liability was $3,170 (December 31, 2017 - $nil). g) On February 23, 2018, the Company issued a $131,250 convertible note, which is unsecured, bears interest at 8% per annum, and is due on February 23, 2019. The note is convertible into shares of common stock at a conversion rate of 55% of the lowest closing bid prices of the Company's common stock for the twenty trading days prior including the date the conversion notice is received by the Company. As at March 31, 2018, accrued interest of $1,036 (December 31, 2017 - $nil) has been recorded in accounts payable and accrued liabilities. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability and legal fees paid resulted in a discount to the convertible note of $107,957. The carrying value of the convertible note will be accreted over the term of the convertible note. During the three months ended March 31, 2018, $10,964 (2017 - $nil) of accretion expense had been recorded. As at March 31, 2018, the carrying value of the debenture was $34,257 (December 31, 2017 - $nil) and the fair value of the derivative liability was $103,619 (December 31, 2017 - $nil). h) On February 23, 2018, the Company issued a $131,250 convertible note, which is unsecured, bears interest at 8% per annum, and is due on February 23, 2019. The note is convertible into shares of common stock at a conversion rate of 55% of the lowest closing bid prices of the Company's common stock for the twenty trading days prior including the date the conversion notice is received by the Company. As at March 31, 2018, accrued interest of $1,036 (December 31, 2017 - $nil) has been recorded in accounts payable and accrued liabilities. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 "Derivatives and Hedging". The fair value of the derivative liability and legal fees paid resulted in a discount to the convertible note of $101,707. The carrying value of the convertible note will be accreted over the term of the convertible note. During the three months ended March 31, 2018, $4,714 (2017 - $nil) of accretion expense had been recorded. As at March 31, 2018, the carrying value of the debenture was $34,257 (December 31, 2017 - $nil) and the fair value of the derivative liability was $103,619 (December 31, 2017 - $nil). |