Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 24, 2018 | Jun. 30, 2017 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Trading Symbol | odt | ||
Entity Registrant Name | ONLINE DISRUPTIVE TECHNOLOGIES, INC. | ||
Entity Central Index Key | 1,498,380 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 119,644,587 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Public Float | $ 13,480,878 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and Cash Equivalents | $ 232,247 | $ 452,376 |
Prepaid expenses | 7,247 | 1,687 |
VAT Receivable | 16,160 | 28,907 |
Total Current Assets | 255,654 | 482,970 |
Restricted cash | 23,091 | 20,857 |
Fixed Assets | 47,135 | 55,444 |
Total Assets | 325,880 | 559,271 |
Current Liabilities | ||
Accounts Payable | 705,694 | 61,356 |
Accrued Liabilities | 154,796 | 115,650 |
Total Current Liabilities | 860,489 | 177,006 |
Convertible debentures | 1,071,172 | 729,475 |
Total Liabilities | 1,931,662 | 906,481 |
DEFICIT | ||
Authorized: 20,000,000 Preferred Shares, par value $0.001 500,000,000 Common Shares, par value $0.001 Issued and outstanding: Nil Preferred Shares 119,163,408 Common Shares (December 31, 2016: 114,180,828 Common Shares) | 119,163 | 114,181 |
Additional Paid-in Capital | 10,451,520 | 9,553,025 |
Accumulated Other Comprehensive Loss | (74,233) | (88,180) |
Deficit | (12,046,656) | (9,982,269) |
Deficit Attributable to Shareholders of the Company | (1,550,206) | (403,243) |
Non-Controlling Interests | (55,576) | 56,033 |
Total Deficit | (1,605,782) | (347,210) |
Total Liabilities and Deficit | $ 325,880 | $ 559,271 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares, Issued | 119,163,408 | 114,180,828 |
Common Stock, Shares, Outstanding | 119,163,408 | 114,180,828 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
General and Administrative Expenses | ||
Accounting Fees | $ 30,000 | $ 30,000 |
Audit & Tax Fees | 71,532 | 68,851 |
Bank Fees | 575 | 538 |
Consulting Fees | 288,387 | 388,018 |
Filing and Transfer Agent Fees | 11,045 | 14,208 |
Insurance Expense | 45,085 | 46,986 |
Legal Fees | 28,983 | 38,699 |
Marketing Expense | 2,780 | 0 |
Office and Miscellaneous Expense | 101,127 | 74,198 |
Payroll Expense | 49,306 | 45,156 |
Rent Expense | 4,146 | 3,231 |
Research and Development Expense | 1,272,666 | 1,327,758 |
Travel Expenses | 17,305 | 14,655 |
Total General and Administrative Expenses | 1,922,937 | 2,052,298 |
Other Expense | ||
Interest Accretion | 337,161 | 176,382 |
Interest Expense | 884 | 468 |
Foreign Currency Loss | 3,334 | 2,873 |
Net Loss for the year | (2,264,316) | (2,232,021) |
Other Comprehensive Income | ||
Currency translation adjustments | 13,947 | 540 |
Comprehensive Loss for the year | (2,250,369) | (2,231,481) |
Net Loss Attributable to: | ||
Common Stockholders | (2,064,387) | (1,955,691) |
Non-Controlling Interests | (199,929) | (276,330) |
Net loss for the year | (2,264,316) | (2,232,021) |
Net Comprehensive Loss Attributable to: | ||
Common Stockholders | (2,051,671) | (1,955,218) |
Non-Controlling Interests | (198,698) | (276,263) |
Comprehensive Income (Loss) for the year | $ (2,250,369) | $ (2,231,481) |
Basic and Diluted Net Loss per Common Share | $ (0.02) | $ (0.02) |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 110,324,539 | 107,753,316 |
Consolidated Statements of (Def
Consolidated Statements of (Deficiency) Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Share Subscription Received [Member] | Accumulated Other Comprehensive Income [Member] | (Deficit) [Member] | Total Common Shareholders (Deficiency)/Equity [Member] | Non-controlling Interest [Member] | Total |
Beginning Balance at Dec. 31, 2015 | $ 98,979 | $ 8,700,219 | $ (88,720) | $ (8,026,578) | $ 683,900 | $ 111,913 | $ 795,813 | |
Beginning Balance (Shares) at Dec. 31, 2015 | 98,979,174 | |||||||
Shares issued for cash at $0.20 per share | $ 3,125 | 621,875 | 625,000 | 625,000 | ||||
Shares issued for cash at $0.20 per share (Shares) | 3,125,000 | |||||||
Shares issued for investment in Savicell at $0.16 | $ 12,027 | 1,912,239 | 1,924,266 | 1,924,266 | ||||
Shares issued for investment in Savicell at $0.16 (Shares) | 12,026,654 | |||||||
Stock options exercised for Shares | $ 50 | 450 | 500 | 500 | ||||
Stock options exercised for Shares (Shares) | 50,000 | |||||||
Share subscriptions received | $ 158,750 | 158,750 | 158,750 | |||||
Stock Option Expense | 312,187 | 312,187 | 312,187 | |||||
Change in ownership of Savicell | (2,152,695) | (2,152,695) | 220,450 | (1,932,245) | ||||
Foreign currency translation adjustment | 540 | 540 | 540 | |||||
Net loss for the year | (1,955,691) | (1,955,691) | (276,330) | (2,232,021) | ||||
Ending Balance at Dec. 31, 2016 | $ 114,181 | 9,397,275 | 158,750 | (88,180) | (9,982,269) | (403,243) | 56,033 | (347,210) |
Ending Balance (Shares) at Dec. 31, 2016 | 114,180,828 | |||||||
Shares issued for cash at $0.20 per share | $ 4,544 | 904,206 | (158,750) | 750,000 | 750,000 | |||
Shares issued for cash at $0.20 per share (Shares) | 4,543,750 | |||||||
Shares issued for investment in Savicell at $0.16 | $ 289 | 45,924 | 46,213 | 46,213 | ||||
Shares issued for investment in Savicell at $0.16 (Shares) | 288,830 | |||||||
Stock options exercised for Shares | $ 150 | 1,350 | 1,500 | 1,500 | ||||
Stock options exercised for Shares (Shares) | 150,000 | |||||||
Share subscriptions received | 95,000 | 95,000 | 95,000 | |||||
Stock Option Expense | 190,720 | 190,720 | 190,720 | |||||
Change in ownership of Savicell | (158,455) | (158,455) | 88,320 | (70,135) | ||||
Share issuance cost | (21,500) | (21,500) | (21,500) | |||||
Foreign currency translation adjustment | 13,947 | 13,947 | 13,947 | |||||
Net loss for the year | (2,064,387) | (2,064,387) | (199,929) | (2,264,316) | ||||
Ending Balance at Dec. 31, 2017 | $ 119,163 | $ 10,356,520 | $ 95,000 | $ (74,233) | $ (12,046,656) | $ (1,550,205) | $ (55,576) | $ (1,605,782) |
Ending Balance (Shares) at Dec. 31, 2017 | 119,163,408 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flow from Operating Activities | ||
Net loss for the year | $ (2,264,316) | $ (2,232,021) |
Adjustment for items not involving cash: | ||
Stock-Based Compensation | 190,720 | 312,187 |
Foreign exchange gain/loss | 3,334 | 2,873 |
Depreciation - fixed assets | 13,745 | 12,697 |
Debt settlement for Consulting Services | 0 | 65,632 |
Interest accretion | 337,161 | 176,382 |
Changes in non-cash working capital items: | ||
Decrease (increase) in VAT receivable | 15,285 | (6,363) |
(Increase) decrease in prepaid expense | (5,338) | 1,845 |
Increase in accounts payable and accrued liabilities | 663,272 | 221,245 |
Net cash used in operating activities | (1,046,137) | (1,445,523) |
Cash flow from financing activities | ||
Common shares issued, net of issuance costs | 825,000 | 784,250 |
Net cash provided by financing activities | 825,000 | 784,250 |
Cash flow from investing activities | ||
Cash utilized in purchase of assets | 0 | (8,920) |
Cash restricted for office lease and bank | 0 | (7,853) |
Net cash used in investing activities | 0 | (16,773) |
Effects of exchange rate changes on cash and cash equivalents | 1,008 | (75,506) |
Net decrease in cash and cash equivalents | (220,129) | (753,552) |
Cash and cash equivalents, beginning of year | 452,376 | 1,206,928 |
Cash and cash equivalents, end of year | 232,247 | 452,376 |
Supplementary Information | ||
Interest Paid | 0 | 0 |
Income Taxes Paid | $ 0 | $ 0 |
Nature of Operations and going
Nature of Operations and going concern | 12 Months Ended |
Dec. 31, 2017 | |
Nature of Operations and going concern [Text Block] | Note 1 - Nature of Operations and going concern Online Disruptive Technologies, Inc. (“ODT” or the “Company”) was incorporated on November 16, 2009 in the State of Nevada, U.S.A. The Company was in the business of operating websites with advertising revenue platforms. However, as described below, the Company changed its primary business focus to the development and commercialization of a biotechnology platform. The Company has limited operations that has had no revenues from inception to date. The Company has a December 31 year-end. Effective March 24, 2010, the Company acquired 100% of the issued and outstanding shares of RelationshipScoreboard.com Entertainment Inc. (“RS” or “RelationshipScoreboard.com”), a company incorporated on November 16, 2009 in the state of Nevada, U.S.A. in exchange for 16,000,000 shares of the Company’s common stock. Upon the completion of the acquisition, the former sole shareholder of RS held 89% of the Company’s issued and outstanding common stock. As a result, the transaction was accounted for as a reverse takeover transaction (“RTO”) for accounting purpose, as RS was deemed to be the acquirer, and these consolidated financial statements are a continuation of the financial statements of RS. On January 28, 2013, RelationshipScoreboard.com was closed and dissolved. The Company sold the website assets for $10 to an arm’s length individual and wrote off all supplier payables in the amount of $430. On April 23, 2012, the Company established an Israeli subsidiary named Savicell Diagnostic Ltd. (“Savicell”) with the intention of exploring business ventures in the biotechnology sector. On July 25, 2012, Savicell entered into a definitive licensing agreement with a division of the Tel Aviv University for the purpose of developing and commercializing a new technology relative to the early detection of various forms of disease. With the consummation of this transaction, the Company is now entirely focused on its biotechnology efforts. These consolidated financial statements have been prepared with the ongoing assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has a working capital deficit balance of $604,835 as at December 31, 2017 (working capital balance 2016 – $305,964) and an accumulated deficit of $12,046,656. Furthermore, additional future losses are anticipated which raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The operations of the Company have primarily been funded by the sale of common shares and loans received. Continued operations of the Company are dependent on the Company’s ability to complete equity financings or to generate profitable operations in the future. Management’s plan in this regard is to secure additional funds through future equity financings. Such financings may not be available or may not be available on reasonable terms to the Company. Failure to obtain the ongoing support of its equity financings and creditors may make the going concern basis of accounting inappropriate, in which case the Company’s assets and liabilities would need to be recognized at their liquidation values. These consolidation financial statements do not include any adjustments relating to the recoverability and classification of recorded assets amounts and classification of liabilities that might arise from this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Significant Accounting Policies [Text Block] | Note 2 - Significant Accounting Policies a) Basis of Presentation b) Principles of Consolidation c) Use of Estimates Significant areas requiring the use of management estimates include assumptions and estimates relating to share-based payments, valuation allowances for deferred tax assets, effective interest rate for convertible debentures, and determination of useful lives of fixed assets. d) Foreign Currency Translation The Company’s subsidiary’s functional currency is the New Israeli Shekel (“NIS”). All transactions are recorded in NIS. Not only monetary assets and liabilities denominated in NIS are translated into U.S. dollars at rates of exchange in effect at the balance sheet dates and expenses are translated at the average exchange rates. Gains and losses from such translations are included in stockholders’ equity, as a component of other comprehensive loss. e) Cash and Cash Equivalents f) Stock-based Compensation Share-based payments issued to non-employees are recorded at their fair values at each reporting date, as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity. For equity instruments granted to non-employees, the Company recognizes stock-based compensation expense on a straight-line basis. g) Income Taxes Per FASB ASC 740 “Income taxes” under the liability method, it is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. At December 31, 2017, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions are recorded as Interest Expense. h) Comprehensive Income (Loss) i) Earnings (Loss) Per Share Diluted loss per share is computed on the basis of the weighted average number of common shares and dilutive securities outstanding. Stock options are considered to be common stock equivalents and were not included in the net loss per share calculation for the year ended December 31, 2017 and 2016 because the inclusion of such underlying shares would have had an anti-dilutive effect. j) Financial Instruments and Fair Value of Financial Instruments • Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. As at December 31, 2017, the fair value of cash and cash equivalents was measured using Level 1 inputs, and the fair value of convertible debentures was measured using Level 2 inputs. The Company’s financial instruments are cash and cash equivalents, restricted cash, accounts payable, accrued liabilities and convertible debentures. The recorded values of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The Company believes the recorded values of convertible debentures, net of the discount, approximate the fair value as the interest rate (stated or effective) approximates market rates for similar types of instruments. k) Research and Development Expenses Year Ended Year Ended December 31, 2017 December 31, 2016 Research and Development Expenses $ $ Consulting fees 98,948 84,013 Legal fees 40,319 15,221 Office and Miscellaneous Expense 5,625 15,548 Payroll expense 789,949 739,500 R&D materials and supplies 105,607 132,207 Rent 41,498 29,082 Share-based compensation 190,720 312,187 Total 1,272,666 1,327,758 Savicell’s financing commitment related to the License and Research Funding Agreement (as defined in Note 4 below) entered into with Ramot at Tel Aviv University was completely fulfilled by December 31, 2015. l) Fixed Assets The depreciation rates applicable to each category of fixed assets are as follows: Class of Properties Depreciation Rate Furniture and Fixtures 15 -year; straight-line basis Computer Equipment 3 to 4 -year; straight-line basis Lab Equipment 3 to 15 -year; straight-line basis m) Convertible debentures Convertible debentures, for which the embedded conversion feature does not qualify for derivative treatment, is evaluated to determine if the effective or actual rate of conversion per the terms of the convertible note agreement is below market value. In these instances, the Company accounts for the value of the beneficial conversion feature as a debt discount, which is then accreted to interest expense over the life of the related debt using the effective interest method. n) Modifications to debt The Company evaluates any modifications to its debt in accordance with the applicable guidance in ASC 470-50, Debt-Modifications and Extinguishments. If the debt instruments are substantially modified, the modification is accounted for in the same manner as a debt extinguishment (i.e., a major modification) and the fees paid are recognized as expense at the time of the modification. Otherwise, such fees are deferred and amortized as an adjustment of interest expense over the remaining term of the modified debt instrument using the interest method. o) Recently Adopted Accounting Pronouncements On March 30, 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Compensation – Stock Compensation. The ASU simplifies several aspects of the accounting for employee share-based payment transactions. ASU 2016-09 is effective for public business entities for annual reporting periods beginning after December 15, 2016, and interim periods within that reporting period. Early adoption will be permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. The Company has adopted the methodologies prescribed by this ASU by the date required and there is no material impact on the Company’s consolidated financial statements. p) Recently Issued Accounting Pronouncements In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. This update will provide clarity and reduce both diversity in practice and cost and complexity when applying the guidance in Topic 718, Compensation – Stock Compensation, to a change to the terms or conditions of a share-based payment award. This standard is effective for annual periods beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the potential impact this guidance will have on our consolidated financial statements, if any. On November 17, 2016, the FASB issued ASU 2016-18, Restricted Cash. Entities will be required to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements, if any. ASU 2016-18 will be effective for use for fiscal years beginning after December 15, 2017, with early adoption permitted. Entities are required to use a modified retrospective transition method for restricted cash. The Company is currently evaluating the potential impact this guidance will have on our consolidated financial statements, if any. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for public business entities for fiscal years beginning after 15 December 2017, and interim periods within those years. For all other entities, it is effective for fiscal years beginning after 15 December 2018, and interim periods within fiscal years beginning after 15 December 2019. Early adoption is permitted. Entities will have to apply the guidance retrospectively, but if it is impracticable to do so for an issue, the amendments related to that issue would be applied prospectively. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements, if any. In March 2016, the FASB issued ASU 2016-02, Leases, which supersedes ASC Topic 840, Leases, and sets forth the principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record on the balance sheet a right-of-use asset and a lease liability, equal to the present value of the remaining lease payments, for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or a straight-line basis over the term of the lease. ASU 2016-02 will be effective for use beginning January 1, 2019, with early adoption permitted. Entities are required to use a modified retrospective transition method for existing leases. The Company is currently evaluating the potential impact this guidance will have on our consolidated financial statements, if any. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments to the guidance enhance the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation, and disclosure. The updated guidance is effective for use beginning January 1, 2018. The Company does not expect this guidance to have a material impact on our consolidated financial statements, if any. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as a new Topic, ASC 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The effective date for ASC 606 is annual reporting periods beginning after December 15, 2017. Early application is permitted only as of annual reporting periods beginning after December 15, 2016. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Companies may apply the new guidance using either the full retrospective transition method, which requires restating each prior period presented, or the modified retrospective transition method, under which the new guidance is applied to the current period presented in the financial statements and a cumulative-effect adjustment is recorded as of the date of adoption. The Company is evaluating the potential impact this guidance will have on our consolidated financial statements, if any. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2017 | |
Fixed Assets [Text Block] | Note 3 – Fixed Assets As of December 31, 2017, the fixed assets balance on the consolidated financial statement consist of the following: Furniture and Cost: Fixtures Computer Equipment Lab Equipment Total December 31, 2016 $ 3,496 $ 26,489 $ 44,432 $ 74,417 Exchange difference 375 2,836 4,759 7,970 December 31, 2017 $ 3,871 $ 29,325 $ 49,191 $ 82,387 Furniture and Depreciation: Fixtures Computer Equipment Lab Equipment Total December 31, 2016 $ 405 $ 10,645 $ 7,923 $ 18,973 Additions 424 7,446 5,887 13,757 Exchange difference 58 1,405 1,058 2,521 December 31, 2017 $ 887 $ 19,497 $ 14,868 $ 35,251 Furniture and Net Book Value: Fixtures Computer Equipment Lab Equipment Total December 31, 2016 $ 3,091 $ 15,844 $ 36,509 $ 55,444 December 31, 2017 $ 2,984 $ 9,829 $ 34,323 $ 47,135 |
License and Research Funding Ag
License and Research Funding Agreement | 12 Months Ended |
Dec. 31, 2017 | |
License and Research Funding Agreement [Text Block] | Note 4 – License and Research Funding Agreement On July 25, 2012, the Company’s subsidiary Savicell entered into a License and Research Funding Agreement (“R&D Agreement”) with Ramot at Tel Aviv University (“Ramot”) pursuant to which: • In the course of research performed at Tel-Aviv University (" TAU • Savicell wishes to fund further research at TAU relating to such technology; and • Savicell wishes to obtain a license from Ramot with respect to such technology and the results of such further funded research in order to develop and commercialize products in the diagnostics space, and Ramot wishes to grant the Company such license, all in accordance with the terms and conditions of this R&D Agreement. Pursuant to the above noted R&D Agreement, Savicell funded research expenditures amounting to a total of $1,600,000 (paid in prior years). In addition, Savicell agreed to issue to Ramot warrants (the “Warrants”) to purchase a number of ordinary shares of Savicell which shall together comprise 15% of issued shares of Savicell on an as-converted, fully diluted basis (equivalent to 1,765 Warrant Shares of Savicell). The fair value of the Warrant Shares has been estimated for a total of $2,998,682 which has been included in research and development costs in 2012. As the exercise price inherent in the warrant certificate to purchase 1,765 common shares of Savicell is at nominal value, the warrant certificate is valued at the price of the subsequent equity issuance by Savicell ($1,698.97 per share) and the related common shares are considered to be issued and outstanding. Upon successful development and commercialization of the technology, and in recognition of the rights and licenses granted to Savicell pursuant to this R&D Agreement, Savicell will be subject to (a) royalties based on the worldwide sales related to the technology; and (b) minimum annual royalties with respect to any calendar year following the first commercial sales as follows. The minimum annual royalties are subject to increases for each successive year. During the year ended December 31, 2017, Savicell incurred research and development expenses of $1,272,666 (2016 -$1,327,758) which were included in the consolidated statements of operations and comprehensive loss. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Text Block] | Note 5 – Related Party Transactions The Company completed the following related party transactions: During the year ended December 31, 2017, the Company incurred consulting fees and salaries of $553,887 (for the year ended December 31, 2016 - $581,943) payable to its directors and officers. The Company incurred consulting fees payable to a company controlled by a former director/officer of $108,000 (for the year ended December 31, 2016 - $108,000). As at December 31, 2017, included in accounts payable and accrued liabilities are amounts of $102,214 (December 31, 2016 – $6,300) that was payable to a company controlled by a former director/officer of the Company and $426,648 (December 31, 2016 – $34,609) that was payable to current officers or directors of the Company. As at December 31, 2017, included in convertible debentures are amounts of $1,071,172 (December 31, 2016 - $729,475) that was entered into with two directors, one consultant, and one key management personnel of the Company (Note 6). |
Convertible debentures
Convertible debentures | 12 Months Ended |
Dec. 31, 2017 | |
Convertible debentures [Text Block] | Note 6 – Convertible debentures On April 15, 2015, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $852,418. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.055 over a seven year term. On December 31, 2015, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $188,085 with an unsecured and non-interest bearing convertible debenture. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.20 over a seven year term. On December 31, 2016, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $172,895 with an unsecured and non-interest bearing convertible debenture. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.20 over a seven-year term. The Company evaluated these convertible debentures for derivatives and determined that they do not qualify for derivative treatment. The Company then evaluated the debenture for beneficial conversion features and determined that the convertible loan issued on April 15, 2015 does contain beneficial conversion features. The aggregate intrinsic value of the beneficial conversion features was determined to be $852,418. This amount was recorded as a debt discount on April 15, 2015 that is being amortized over the life of the debenture at effective interest rate of 77%. Total debt discount accumulated amortization to December 31, 2017 was $705,657 (December 31, 2016 – $368,496). December 31, 2016 Additions December 31, 2017 Giora Davidovits $ 510,416 - $ 510,416 Eyal Davidovits 243,825 - 243,825 Irit Arbel 225,822 - 225,822 Robbie Manis 233,334 - 233,334 Total $ 1,213,397 - $ 1,213,397 December 31, 2016 Additions December 31, 2017 Convertible debentures $ 1,213,397 - $ 1,213,397 Convertible discount (852,418 ) - (852,418 ) Net convertible debentures 360,979 - 360,979 Interest accretion 368,496 $ 337,161 705,657 Exchange difference - 4,536 4,536 Balance $ 729,475 $ 341,697 $ 1,071,172 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Text Block] | Note 7 – Equity Common shares The Company has authorized 500,000,000 common shares at par value of $0.001 per share. As at January 31, 2016, three shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 1,756,619 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $281,059. On March 31, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 2,198,819 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $351,811. On March 31, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 318,742 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $50,999. On April 18, 2016, the Company issued 625,000 common shares at $0.20 per share for total proceeds of $125,000. On April 21, 2016, two shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 824,992 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $131,999. On April 22, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 318,749 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $50,999. On June 6, 2016, eight shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 1,115,625 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $178,500. On June 14, 2016, the Company issued 2,500,000 common shares at $0.20 per share for total proceeds of $500,000. On July 5, 2016, stock options previously granted by the Company were exercised resulting in the issuance of 50,000 common shares at $0.01 per share for total proceeds of $500. On July 7, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 839,375 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $134,300. On September 1, 2016, eight shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 4,653,732 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $744,597. On April 3, 2017, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 288,830 common shares at $0.16 per share. Total book value of the issued common shares is $46,213. On April 3, 2017, the Company issued 1,693,750 units at $0.20 per unit for total proceeds of $338,750. Each unit comprises one share and one warrant to purchase a further share at a price of $0.20. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share until April 3, 2019. $158,750 was received in December 2016. On May 4, 2017, the Company issued an aggregate of 1,250,000 common shares at a price of $0.20 per share for gross proceeds of $250,000. On August 3, 2017, the Company issued an aggregate of 600,000 common shares at a price of $0.20 per share for gross proceeds of $120,000. On September 21, 2017, an employee exercised 150,000 options and accordingly received 150,000 common shares at an exercise price of $0.01 per share for aggregate consideration of $1,500. On December 27, 2017, the Company issued an aggregate of 1,000,000 common shares at a price of $0.20 per share for gross proceeds of $200,000. For the year ended December 31, 2017, the Company recorded share issue cost of $21,500 (December 31, 2016 - nil) for the shares issued. In December 2017, the Company received $95,000 toward the subscription for 475,000 common shares. The shares have not yet been issued subsequent to the year-end. As at December 31, 2017, the Company has 119,163,408 common shares (December 31, 2016 – 114,180,828) issued and outstanding. Warrants A summary of warrants as at December 31, 2017 and December 31, 2016 is as follows: Warrant Outstanding Weighted Average Number of warrant Exercise Price Balance, December 31, 2016 - $ - Issued 1,693,750 0.20 Balance, December 31, 2017 1,693,750 $ 0.20 Number Exercise Expiry Remaining Outstanding Price Date Life 1,693,750 $0.20 April 3, 2019 1.25 Preferred Shares The Company has authorized 20,000,000 preferred shares at a par value of $0.001 per share. No preferred shares have been issued by the Company and accordingly none are outstanding. Stock Options On May 28, 2013, the Company granted a total of 962,358 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share and may be exercised for five years. A quarter of the options will vest on each of the first four anniversaries of the date of initial grant. The options were valued based on the Black Scholes model. On June 22, 2015, 481,179 of these options were exercised at $0.01 per share for total proceeds of $4,812. For the year ended December 31, 2017, the Company recorded stock based compensation of $4,634 (2016: $17,628) for such options. On August 22, 2013, the Company granted a total of 800,000 stock options to a consultant. The stock options are exercisable at the exercise price of $0.01 per share and may be exercised for five years. 480,000 of the options so granted will vest as to one quarter of such options at the end of each completed year that the consultant provides the services. The remaining 320,000 options will be fully vested when the consultant has completed the provision of a minimum of 600 blood samples of lung cancer and control patients during the 4 years from August 22, 2013. One twelfth of these options will vest upon each 50 blood samples having been delivered by the consultant to the Company. The options were valued based on the Black Scholes model. For the year ended December 31, 2017, the Company recorded stock based compensation of $3,641 (2016: $28,419) for such options. On November 11, 2013, the Company granted a total of 1,924,717 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share and may be exercised for seven years. A quarter of the options will vest immediately and a quarter on each of the first three anniversaries of the date of initial grant. The options were valued based on the Black Scholes model. As of December 31, 2016, the Company has fully recorded the stock based compensation for such options. On January 1, 2014, the Company granted a total of 500,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share and may be exercised for five years. A quarter of the options will vest immediately and a quarter will vest at end of each completed year that the consultant provides the services. The options were valued based on the Black Scholes model. As of December 31, 2016, the Company has fully recorded the stock based compensation for such options. On May 4, 2014 the Company granted a total of 150,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share and may be exercised for seven years. One third of the options will vest at end of each completed year that the consultant provides the services. The options were valued based on the Black Scholes model. As of June 30, 2017, the Company has fully recorded the stock based compensation for such options. In addition, on September 25, 2017, 150,000 of these options were exercised at $0.01 per share for total proceeds of $1,500. For the year ended December 31, 2017, the Company recorded stock based compensation of $47 (2016: $208) for such options. On May 15, 2014 the Company granted a total of 150,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share and may be exercised for five years. 25,000 of the options will vest immediately. Furthermore, 75,000 and 50,000 of the options respectively will vest on the first and second anniversaries that the consultant provides the services. The options were valued based on the Black Scholes model. For the year ended December 31, 2016, the Company recorded stock based compensation of ($11.93) (2015: $24,016) for such options. In addition, on June 23, 2015, 100,000 of these options were exercised at $0.01 per share for total proceeds of $1,000. On August 4, 2015 the Company granted a total of 150,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for six years. One third of the options will vest at end of each of June 21, 2016, June 21, 2017 and June 21, 2018 that the employee remains an employee of the Company or its subsidiaries. On April 20, 2017, the Company amended this option agreement resulting in the immediate vesting of any remainder unvested options upon termination of employment. In addition, the expiration date of these options was revised to be three years from the date of termination. These options became fully vested as at April 23, 2017. The options were valued based on the Black Scholes model. For the year ended December 31, 2017, the Company recorded stock based compensation of $5,231 (2016: $9,347) for such options. In August 2015 the Company granted a total of 1,730,000 stock options to four advisors of the Company. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for six-seven years. One third of the options will vest at end of each completed year for which the consultant provides the services. The options were valued based on the Black Scholes model. For year ended December 31, 2017, the Company recorded stock based compensation of $36,184 (2016: $107,843) for such options. On September 1, 2015 the Company granted a total of 150,000 stock options to two employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at the grant date of each of September 1, 2015, September 1, 2016 and September 1, 2017 that the employee remains an employee of the Company or its subsidiaries. As of June 30, 2017, one of these employees is no longer with the Company and as such 75,000 options has expired. The options were valued based on the Black Scholes model. For the year ended December 31, 2017, the Company recorded stock based compensation of $5,238 (2016: $12,098) for such options. On November 22, 2015 the Company granted a total of 50,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at the grant date of each of November 22, 2016, November 22, 2017 and November 22, 2018 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For year ended December 31, 2017, the Company recorded stock based compensation of $2,038 (2016: $4,482) for such options. On December 1, 2015 the Company granted a total of 125,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at the grant date of each of December 1, 2016, December 1, 2017 and December 1, 2018 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For year ended December 31, 2017, the Company recorded stock based compensation of $5,144 (2016: $11,393) for such options. On December 6, 2015 the Company granted a total of 100,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at the grant date of each of December 6, 2016, December 6, 2017 and December 6, 2018 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For year ended December 31, 2017, the Company recorded stock based compensation of $4,267 (2016: 9,436) for such options. On February 15, 2016 the Company granted a total of 50,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2017, the Company recorded stock based compensation of $1,729 (2016: $2,894) for such options. On March 7, 2016 the Company granted a total of 75,000 stock options to two employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For year ended December 31, 2017, the Company recorded stock based compensation of $2,744 (2016: $4,425) for such options. On May 5, 2016 the Company granted a total of 150,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ten years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2017, the Company recorded stock based compensation of $7,216 (2016: $13,385) for such options. On June 6, 2016 the Company granted a total of 800,000 stock options to a consultant. The stock options are exercisable at the exercise price of $0.20 per share and may be exercised for five years. 480,000 of the options so granted will vest as to one quarter of such options at the end of each completed year that the consultant provides the services. The remaining 320,000 options will be fully vested when the consultant has completed the provision of a minimum of 600 blood samples of lung cancer and control patients during the 4 years following June 6, 2016. One twelfth of these options will vest upon each 50 blood samples having been delivered by the consultant to the Company. The options were valued based on the Black Scholes model. For the year ended December 31, 2017, the Company recorded stock based compensation of $22,870 (2016: $23,746) for such options. On November 1, 2016, the Company granted a total of 360,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One half of the options will vest immediately and one-half shall vest on the on the first anniversary date of grant provided the grantee remains a board member of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2017, the Company recorded stock based compensation of $21,491 (2016: $29,946) for such options. On May 31, 2017, the Company granted a total of 875,000 stock options to six employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant, namely May 31, 2018, May 31, 2019 and May 31, 2020 provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2017, the Company recorded stock based compensation of $43,283 for such options. On July 2, 2017, the Company granted a total of 150,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on the date of grant, namely July 2, 2018, July 2, 2019 and July 2, 2020 provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2017, the Company recorded stock based compensation of $6,269 for such options. On July 12, 2017, the Company granted a total of 260,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. 50,000 options vested on grant date. Off the remaining 210,000, one third of the options will vest on the date of grant, namely July 12, 2018, July 12, 2019 and July 12, 2020 provided the employee remains a consultant of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2017, the Company recorded stock based compensation of $18,818 for such options. The fair value of each option grant is calculated using the following assumptions: 2017 2016 Expected life – year 7 - 10 3 - 10 Interest rate 1.60 - 2.40% 0.73 - 2.45% Volatility 73.01 - 90.69% 65.99 - 99.04% Dividend yield - -% - -% Forfeiture rate - -% - -% Number of Options Weighted Expire date Average Exercise Price Balance, December 31, 2015 15,960,896 $ 0.04 Granted, on February 15, 2016 50,000 0.20 February 15, 2023 Granted, on March 7, 2016 75,000 0.20 March 7, 2023 Granted, on May 5, 2016 150,000 0.20 May 5, 2026 Granted, on June 6, 2016 800,000 0.20 June 6, 2021 Exercised, on July 7, 2016 (50,000 ) 0.01 Granted, on November 1, 2016 360,000 0.20 October 31, 2023 Balance, December 31, 2016 17,345,896 $ 0.05 Granted, on May 31, 2017 875,000 0.20 May 31, 2024 Expired, July 1, 2017 (75,000 ) 0.20 July 1, 2017 Granted, on July 2, 2017 150,000 0.20 July 2, 2024 Granted, on July 12 th 260,000 0.20 July 12, 2027 Exercised, on September 25, 2017 (150,000 ) 0.01 September 25, 2017 Balance, December 31, 2017 18,405,896 $ 0.04 Outstanding December 31, 2017 Exercisable as at December 31, 2017 Weighted Weighted Weighted Average Weighted Average Average Remaining Average Remaining Exercise Number of Exercise Contractual Number of Exercise Contractual Price Options Price Life (years) Options Price Life (years) $0.01 9,750,000 $ 0.01 4.67 9,750,000 $ 0.01 4.67 0.01 481,179 0.01 0.41 481,180 0.01 0.41 0.01 800,000 0.01 0.64 800,000 0.01 0.64 0.01 1,924,717 0.01 2.87 1,924,717 0.01 2.87 0.01 500,000 0.01 1.00 500,000 0.01 1.00 0.20 150,000 0.20 3.34 150,000 0.20 3.34 0.20 120,000 0.20 3.65 80,000 0.20 3.65 0.20 1,610,000 0.20 4.60 1,073,334 0.20 4.60 0.20 75,000 0.20 4.67 75,000 0.20 4.67 0.20 50,000 0.20 4.90 33,334 0.20 4.90 0.20 125,000 0.20 4.92 83,334 0.20 4.92 0.20 100,000 0.20 4.93 66,666 0.20 4.93 0.20 50,000 0.20 5.13 16,667 0.20 5.13 0.20 75,000 0.20 5.18 25,000 0.20 5.18 0.20 150,000 0.20 8.35 70,000 0.20 8.35 0.20 800,000 0.20 3.43 226,667 0.20 3.43 0.20 360,000 0.20 5.84 360,000 0.20 5.84 0.20 875,000 0.20 6.42 - - 6.42 0.20 150,000 0.20 6.51 - - 6.51 0.20 260,000 0.20 9.53 50,000 0.20 9.53 18,405,896 $ 0.06 4.24 15,765,898 $ 0.04 4.01 Non-Controlling Interests The Company’s subsidiary, Savicell, granted a third party a warrant certificate to purchase 1,765 common shares of Savicell that initially represented 15% of the underlying common equity of Savicell. In the course of its initial equity issuances up to October 30, 2012 (the “Initial Closing”), Savicell issued a total of 592 ordinary shares at $1,698.97 per share to the non-related third party representing approximately 4.79% of the fully diluted common equity of Savicell for aggregate proceeds of $1,005,795. The Savicell investors are entitled to convert their Savicell shares into common shares of ODT (1:10,625) at a price equal to 80% of the per share pricing of the first completed ODT financing of over $500,000 conducted after July 1, 2012 (the “Financing Price”) provided that for purposes of such conversion, the deemed maximum Financing Price shall be the per share price of the common shares of ODT based on (a) an aggregate ODT equity valuation of $30,000,000 ; and (b) the number of common shares of ODT outstanding at the time of the financing. Savicell continued its equity issuances following the Initial Closing. As at December 31, 2012, Savicell had issued a total of 684 shares at $1,698.97 per share representing approximately 5.11% of the fully diluted common equity of Savicell for aggregate proceeds of $1,162,192. During the year ended December 31, 2013, Savicell issued a total of 760 shares at $1,700 per share representing approximately 5.68% of the fully diluted common equity of Savicell for aggregate proceeds of $1,292,000. During the year ended December 31, 2014, Savicell issued a total of 183 shares at $1,699 per share representing approximately 1.37% of the fully diluted common equity of Savicell for aggregate proceeds of $310,977. During the year ended December 31, 2015, Savicell issued a total of 417 shares at $1,700 per share to third parties for aggregate proceeds of $709,087. As at December 31, 2015, Savicell also issued 516 shares at $1,700 to ODT, which of $532,084 has not been received as at December 31, 2015. In addition, Savicell investors exchanged 588 Savicell shares for 6,248,672 of ODT common shares with ODT receiving the Savicell shares so exchanged. Following these share issuances, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 77.00%, 12.6% and 10.4% respectively (December 31, 2014-74.67%, 13.18% and 12.15%) . During the year ended December 31, 2016, Savicell investors exchanged 1,132 Savicell shares for 12,026,654 of ODT common shares with ODT receiving the Savicell shares so exchanged. As at December 31, 2016, Savicell received $1,786,656 from ODT and issued 1,051 shares to ODT in return. Following these share issuances, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 86.65%, 11.72% and 2.15%, respectively (December 31, 2015-77%, 12.6% and 10.4%) . As a result, ODT’s shareholding increased, which increased the additional paid-in capital during the year. During the year ended December 31, 2017, Savicell investors exchanged 27 Savicell shares for 288,830 of ODT common shares with ODT receiving the Savicell shares so exchanged. As at December 31, 2017, Savicell received $658,711 from ODT and issued 387 shares to ODT in return. As at December 31, 2017, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 86.65%, 11.42% and 1.93%, respectively (December 31, 2016 - 86.13%, 11.72% and 2.15%) . Savicell’s Common Shares Number Amount of Shares Balance, December 31, 2015 14,012 $ 3,819,454 Shares issued to settle inter-company debts 1,051 1,786,656 Balance, December 31, 2016 15,063 5,606,110 Shares issued to settle inter-company debts 387 658,711 Balance, December 31, 2017 15,450 6,264,821 As the exercise price inherent in the warrant certificate to purchase 1,765 common shares of Savicell is at nominal value, the warrant certificate is valued at the price of the subsequent equity issuance by Savicell ($1,698.97 per share) and the related common shares are considered to be issued and outstanding. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Text Block] | Note 8 – Income Taxes The Company and Savicell are subject to income tax laws in their respective tax jurisdictions, which are the same as their respective place of incorporation. The following table reconciles the income tax benefit at the U.S. Federal statutory rate to income tax benefit at the Company's effective tax rates. For the year ended For the year ended December 31, 2017 December 31, 2016 $ $ Net loss before taxes (2,264,316 ) (2,232,021 ) Statutory tax rate 34% 34% Expected income tax expense (recovery) (769,867 ) (758,887 ) Non-deductible items 29,374 77,624 Change in estimates 1,687,286 - Change enacted tax rate 536,617 - Foreign tax rate difference 30,475 122,231 Change in valuation allowance (1,513,885 ) 559,032 Income tax expense (recovery) - - Deferred taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. Deferred tax assets (liabilities) at December 31, 2017 and 2016 are comprised of the following: December 31, 2017 December 31, 2016 $ $ Loss carry forwards 2,153,011 3,811,063 Convertible debenture (14,017 ) (148,971 ) Vacation accrual 9,213 - Valuation allowance (2,148,207 ) (3,662,092 ) Net deferred tax assets (liabilities) - - As at December 31, 2017, the Company's US net operating loss carry forwards total $3,391,467 (2016 - $2,938,121). These losses expire as follow: Year Total 2029 3,163 2030 69,495 2031 98,143 2032 390,141 2033 651,369 2034 615,901 2035 553,917 2036 555,992 2037 453,346 3,391,467 As at December 31, 2017, the Company's Israeli net operating loss carry forwards total $6,264,362 (2016 – $4,483,377). These losses carry forward indefinitely. The deferred tax assets have not been recognized because at this stage of the Company’s development, it is not determinable that future taxable profit will be available against which the Company can utilize such deferred tax assets. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Loss Per Share [Text Block] | Note 9 – Loss per Share We present both basic and diluted income per share on the face of our consolidated statements of operations. Basic and diluted income per share are calculated as follows: December 31, December 31, 2017 2016 Net loss $ (2,264,316 ) $ (2,232,021 ) Weighted average common shares outstanding: Basic and diluted 110,324,539 107,753,316 Net loss per common share: Basic and diluted $ (0.02 ) $ (0.02 ) Certain stock options whose terms and conditions are described in Note 7, “Stock Options” could potentially dilute basic and dilute loss per share in the future, but were not included in the computation of diluted loss per share because to do so would have been anti-dilutive. Those anti-dilutive options are as follows. 2017 2016 Anti-dilutive options 18,405,896 17,345,896 |
Commitments And Guarantees
Commitments And Guarantees | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Guarantees [Text Block] | Note 10 – Commitments and Guarantees The Company was not a guarantor to any parties as at December 31, 2017. 1. On September 11, 2012, ODT signed an employment agreement with Giora Davidovits, its chief executive officer and President, which agreement entailed an effective date of September 1, 2012. In return for acting as its chief executive officer, the Company will provide Mr. Davidovits an annual salary of $250,000 together with other benefits and the potential for additional bonuses as declared from time to time by the Company’s board of directors. The agreement is effective until August 31, 2022 unless terminated early in accordance with the termination provisions contained within the employment agreement and subject to agreed severance amounts. In connection with the execution of the employment agreement, the Company issued to Giora Davidovits options to purchase 3,750,000 common shares at a price per share of $0.01. The options are exercisable for 10 years. Mr. Davidovits is eligible for subsequent option grants at the discretion of the board of directors. 2. On October 30, 2012, ODT and Savicell signed an employment agreement with Eyal Davidovits, its chief operating officer, which agreement entailed an effective date of September 1, 2012. In return for acting as its chief operating officer, the Company will provide Mr. Davidovits an annual salary of $120,180 (NIS 432,000), together with other fringe benefits including those related to the use of an automobile, health insurance, contributions to government run retirement programs and the potential for additional bonuses as declared from time to time by the Company’s board of directors. The agreement is effective until August 31, 2022 unless terminated early in accordance with the termination provisions contained within the employment agreement and subject to agreed severance amounts. In connection with the execution of the employment agreement, the Company issued to Eyal Davidovits options to purchase 2,750,000 common shares at a price per share of $0.01. The options are exercisable for 10 years. Mr. Davidovits is eligible for subsequent option grants at the discretion of the board of directors. 3. On July 20, 2015, the Company signed an operating lease agreement to lease offices for a period ending July 31, 2018 with an option to renew the lease for an additional period of 2 years. The monthly lease expense is $3,372 (NIS 12,121). Future minimum lease commitment under the operating lease agreement is approximately $23,604 (NIS 84,847). The Company pledged a bank deposit which is used as a bank guarantee at an amount of $14,404 (NIS 50,000) to secure its payments under the lease agreement. The Company pledged a bank deposit which is used as a bank guarantee at an amount of $9,837 (NIS 30,146) to secure its compliance with obligations. The minimum future payments for the above commitments are as follows: Consulting fee and Year Salaries Office rent Total 2018 $ 370,180 $ 23,604 $ 393,784 2019 370,180 - 370,180 2020 370,180 - 370,180 2021 370,180 - 370,180 2022 246,787 - 246,787 Total $ 1,727,507 $ 23,604 $ 1,751,111 |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2017 | |
Geographic Information [Text Block] | Note 11 – Geographic Information The Company’s head office is located in the United States (“US”). The operations of the Company are primarily in two geographic areas: the US and Israel. A summary of geographical information for the Company’s long lived assets is as follows: Period ended December 31, 2017 US Israel Total Long-lived assets $ - $ 47,135 $ 47,135 Year ended December 31, 2016 US Israel Total Long-lived assets $ - $ 55,444 $ 55,444 |
Supplemental Disclosure with Re
Supplemental Disclosure with Respect to Cash Flows | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Disclosure with Respect to Cash Flows [Text Block] | Note 12 – Supplemental Disclosure with Respect to Cash Flows December 31, 2017 December 31, 2016 $ $ Convertible debentures issued for debt - 172,894 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Text Block] | Note 13 – Subsequent Events 1. On February 13, 2018, the Company granted a total of 231,250 stock options with fair value of $27,310 to a consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for five years. The options vested immediately as of the date of grant and may be exercised immediately after vesting. 2. On March 8, 2018, the Company entered into convertible loan and warrant subscription agreements with two investors in the aggregate amount of $350,000. The loan is due on demand, unsecured and bears interest at 10% per annum, compounding semi-annually. Within fifteen days after the earlier to occur of the maturity date and the funding event, if the loan is unpaid, the investors may convert part or all of the debt amounts into common shares of the Company at a price per share of $0.20 or such lesser price that the Company may issue additional shares to third parties in private placements within the two years. On conversion or repayment of the convertible loan, the Company will issue warrants in a number that is equal to the amount of the loan divided by the conversion price, exercisable at the funding price per warrant. 3. On April 17, 2018, 481,179 stock options that were previously issued to a consultant were exercised at $0.01 per share for total proceeds of $4,812. 4. On May 18, 2018, the Company signed a consulting agreement with an advisor for a minimum of 12 monthly hours on issues related to statistical analysis and algorithm development by the Company. The Company agreed to grant 117,660 shares at $0.20 per share to the advisor, immediately for services from August 2017 through December 2018. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Basis of Presentation [Policy Text Block] | a) Basis of Presentation |
Principles of Consolidation [Policy Text Block] | b) Principles of Consolidation |
Use of Estimates [Policy Text Block] | c) Use of Estimates Significant areas requiring the use of management estimates include assumptions and estimates relating to share-based payments, valuation allowances for deferred tax assets, effective interest rate for convertible debentures, and determination of useful lives of fixed assets. |
Foreign Currency Translation [Policy Text Block] | d) Foreign Currency Translation The Company’s subsidiary’s functional currency is the New Israeli Shekel (“NIS”). All transactions are recorded in NIS. Not only monetary assets and liabilities denominated in NIS are translated into U.S. dollars at rates of exchange in effect at the balance sheet dates and expenses are translated at the average exchange rates. Gains and losses from such translations are included in stockholders’ equity, as a component of other comprehensive loss. |
Cash and Cash Equivalents [Policy Text Block] | e) Cash and Cash Equivalents |
Stock-based Compensation [Policy Text Block] | f) Stock-based Compensation Share-based payments issued to non-employees are recorded at their fair values at each reporting date, as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity. For equity instruments granted to non-employees, the Company recognizes stock-based compensation expense on a straight-line basis. |
Income Taxes [Policy Text Block] | g) Income Taxes Per FASB ASC 740 “Income taxes” under the liability method, it is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. At December 31, 2017, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions are recorded as Interest Expense. |
Comprehensive Income (Loss) [Policy Text Block] | h) Comprehensive Income (Loss) |
Earnings (Loss) Per Share [Policy Text Block] | i) Earnings (Loss) Per Share Diluted loss per share is computed on the basis of the weighted average number of common shares and dilutive securities outstanding. Stock options are considered to be common stock equivalents and were not included in the net loss per share calculation for the year ended December 31, 2017 and 2016 because the inclusion of such underlying shares would have had an anti-dilutive effect. |
Financial Instruments and Fair Value of Financial Instruments [Policy Text Block] | j) Financial Instruments and Fair Value of Financial Instruments • Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. As at December 31, 2017, the fair value of cash and cash equivalents was measured using Level 1 inputs, and the fair value of convertible debentures was measured using Level 2 inputs. The Company’s financial instruments are cash and cash equivalents, restricted cash, accounts payable, accrued liabilities and convertible debentures. The recorded values of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The Company believes the recorded values of convertible debentures, net of the discount, approximate the fair value as the interest rate (stated or effective) approximates market rates for similar types of instruments. |
Research and Development Costs [Policy Text Block] | k) Research and Development Expenses Year Ended Year Ended December 31, 2017 December 31, 2016 Research and Development Expenses $ $ Consulting fees 98,948 84,013 Legal fees 40,319 15,221 Office and Miscellaneous Expense 5,625 15,548 Payroll expense 789,949 739,500 R&D materials and supplies 105,607 132,207 Rent 41,498 29,082 Share-based compensation 190,720 312,187 Total 1,272,666 1,327,758 Savicell’s financing commitment related to the License and Research Funding Agreement (as defined in Note 4 below) entered into with Ramot at Tel Aviv University was completely fulfilled by December 31, 2015. |
Fixed Assets [Policy Text Block] | l) Fixed Assets The depreciation rates applicable to each category of fixed assets are as follows: Class of Properties Depreciation Rate Furniture and Fixtures 15 -year; straight-line basis Computer Equipment 3 to 4 -year; straight-line basis Lab Equipment 3 to 15 -year; straight-line basis |
Convertible debentures [Policy Text Block] | m) Convertible debentures Convertible debentures, for which the embedded conversion feature does not qualify for derivative treatment, is evaluated to determine if the effective or actual rate of conversion per the terms of the convertible note agreement is below market value. In these instances, the Company accounts for the value of the beneficial conversion feature as a debt discount, which is then accreted to interest expense over the life of the related debt using the effective interest method. |
Modifications to debt [Policy Text Block] | n) Modifications to debt The Company evaluates any modifications to its debt in accordance with the applicable guidance in ASC 470-50, Debt-Modifications and Extinguishments. If the debt instruments are substantially modified, the modification is accounted for in the same manner as a debt extinguishment (i.e., a major modification) and the fees paid are recognized as expense at the time of the modification. Otherwise, such fees are deferred and amortized as an adjustment of interest expense over the remaining term of the modified debt instrument using the interest method. |
Recently Adopted Accounting Pronouncements [Policy Text Block] | o) Recently Adopted Accounting Pronouncements On March 30, 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which amends ASC Topic 718, Compensation – Stock Compensation. The ASU simplifies several aspects of the accounting for employee share-based payment transactions. ASU 2016-09 is effective for public business entities for annual reporting periods beginning after December 15, 2016, and interim periods within that reporting period. Early adoption will be permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. The Company has adopted the methodologies prescribed by this ASU by the date required and there is no material impact on the Company’s consolidated financial statements. |
Recently Issued Accounting Pronouncements [Policy Text Block] | p) Recently Issued Accounting Pronouncements In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. This update will provide clarity and reduce both diversity in practice and cost and complexity when applying the guidance in Topic 718, Compensation – Stock Compensation, to a change to the terms or conditions of a share-based payment award. This standard is effective for annual periods beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the potential impact this guidance will have on our consolidated financial statements, if any. On November 17, 2016, the FASB issued ASU 2016-18, Restricted Cash. Entities will be required to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements, if any. ASU 2016-18 will be effective for use for fiscal years beginning after December 15, 2017, with early adoption permitted. Entities are required to use a modified retrospective transition method for restricted cash. The Company is currently evaluating the potential impact this guidance will have on our consolidated financial statements, if any. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for public business entities for fiscal years beginning after 15 December 2017, and interim periods within those years. For all other entities, it is effective for fiscal years beginning after 15 December 2018, and interim periods within fiscal years beginning after 15 December 2019. Early adoption is permitted. Entities will have to apply the guidance retrospectively, but if it is impracticable to do so for an issue, the amendments related to that issue would be applied prospectively. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements, if any. In March 2016, the FASB issued ASU 2016-02, Leases, which supersedes ASC Topic 840, Leases, and sets forth the principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record on the balance sheet a right-of-use asset and a lease liability, equal to the present value of the remaining lease payments, for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or a straight-line basis over the term of the lease. ASU 2016-02 will be effective for use beginning January 1, 2019, with early adoption permitted. Entities are required to use a modified retrospective transition method for existing leases. The Company is currently evaluating the potential impact this guidance will have on our consolidated financial statements, if any. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments to the guidance enhance the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation, and disclosure. The updated guidance is effective for use beginning January 1, 2018. The Company does not expect this guidance to have a material impact on our consolidated financial statements, if any. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as a new Topic, ASC 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The effective date for ASC 606 is annual reporting periods beginning after December 15, 2017. Early application is permitted only as of annual reporting periods beginning after December 15, 2016. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Companies may apply the new guidance using either the full retrospective transition method, which requires restating each prior period presented, or the modified retrospective transition method, under which the new guidance is applied to the current period presented in the financial statements and a cumulative-effect adjustment is recorded as of the date of adoption. The Company is evaluating the potential impact this guidance will have on our consolidated financial statements, if any. |
Significant Accounting Polici21
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Research and Development Costs [Table Text Block] | Year Ended Year Ended December 31, 2017 December 31, 2016 Research and Development Expenses $ $ Consulting fees 98,948 84,013 Legal fees 40,319 15,221 Office and Miscellaneous Expense 5,625 15,548 Payroll expense 789,949 739,500 R&D materials and supplies 105,607 132,207 Rent 41,498 29,082 Share-based compensation 190,720 312,187 Total 1,272,666 1,327,758 |
Schedule of Properties Estimated Useful life [Table Text Block] | Class of Properties Depreciation Rate Furniture and Fixtures 15 -year; straight-line basis Computer Equipment 3 to 4 -year; straight-line basis Lab Equipment 3 to 15 -year; straight-line basis |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Property, Plant and Equipment [Table Text Block] | Furniture and Cost: Fixtures Computer Equipment Lab Equipment Total December 31, 2016 $ 3,496 $ 26,489 $ 44,432 $ 74,417 Exchange difference 375 2,836 4,759 7,970 December 31, 2017 $ 3,871 $ 29,325 $ 49,191 $ 82,387 Furniture and Depreciation: Fixtures Computer Equipment Lab Equipment Total December 31, 2016 $ 405 $ 10,645 $ 7,923 $ 18,973 Additions 424 7,446 5,887 13,757 Exchange difference 58 1,405 1,058 2,521 December 31, 2017 $ 887 $ 19,497 $ 14,868 $ 35,251 Furniture and Net Book Value: Fixtures Computer Equipment Lab Equipment Total December 31, 2016 $ 3,091 $ 15,844 $ 36,509 $ 55,444 December 31, 2017 $ 2,984 $ 9,829 $ 34,323 $ 47,135 |
Convertible debentures (Tables)
Convertible debentures (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Debt [Table Text Block] | December 31, 2016 Additions December 31, 2017 Giora Davidovits $ 510,416 - $ 510,416 Eyal Davidovits 243,825 - 243,825 Irit Arbel 225,822 - 225,822 Robbie Manis 233,334 - 233,334 Total $ 1,213,397 - $ 1,213,397 |
Schedule of Convertible Debt [Table Text Block] | December 31, 2016 Additions December 31, 2017 Convertible debentures $ 1,213,397 - $ 1,213,397 Convertible discount (852,418 ) - (852,418 ) Net convertible debentures 360,979 - 360,979 Interest accretion 368,496 $ 337,161 705,657 Exchange difference - 4,536 4,536 Balance $ 729,475 $ 341,697 $ 1,071,172 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Stockholders' Equity Note, Warrants or Rights, Activity [Table Text Block] | Warrant Outstanding Weighted Average Number of warrant Exercise Price Balance, December 31, 2016 - $ - Issued 1,693,750 0.20 Balance, December 31, 2017 1,693,750 $ 0.20 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Number Exercise Expiry Remaining Outstanding Price Date Life 1,693,750 $0.20 April 3, 2019 1.25 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2017 2016 Expected life – year 7 - 10 3 - 10 Interest rate 1.60 - 2.40% 0.73 - 2.45% Volatility 73.01 - 90.69% 65.99 - 99.04% Dividend yield - -% - -% Forfeiture rate - -% - -% |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Options Weighted Expire date Average Exercise Price Balance, December 31, 2015 15,960,896 $ 0.04 Granted, on February 15, 2016 50,000 0.20 February 15, 2023 Granted, on March 7, 2016 75,000 0.20 March 7, 2023 Granted, on May 5, 2016 150,000 0.20 May 5, 2026 Granted, on June 6, 2016 800,000 0.20 June 6, 2021 Exercised, on July 7, 2016 (50,000 ) 0.01 Granted, on November 1, 2016 360,000 0.20 October 31, 2023 Balance, December 31, 2016 17,345,896 $ 0.05 Granted, on May 31, 2017 875,000 0.20 May 31, 2024 Expired, July 1, 2017 (75,000 ) 0.20 July 1, 2017 Granted, on July 2, 2017 150,000 0.20 July 2, 2024 Granted, on July 12 th 260,000 0.20 July 12, 2027 Exercised, on September 25, 2017 (150,000 ) 0.01 September 25, 2017 Balance, December 31, 2017 18,405,896 $ 0.04 |
Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Outstanding December 31, 2017 Exercisable as at December 31, 2017 Weighted Weighted Weighted Average Weighted Average Average Remaining Average Remaining Exercise Number of Exercise Contractual Number of Exercise Contractual Price Options Price Life (years) Options Price Life (years) $0.01 9,750,000 $ 0.01 4.67 9,750,000 $ 0.01 4.67 0.01 481,179 0.01 0.41 481,180 0.01 0.41 0.01 800,000 0.01 0.64 800,000 0.01 0.64 0.01 1,924,717 0.01 2.87 1,924,717 0.01 2.87 0.01 500,000 0.01 1.00 500,000 0.01 1.00 0.20 150,000 0.20 3.34 150,000 0.20 3.34 0.20 120,000 0.20 3.65 80,000 0.20 3.65 0.20 1,610,000 0.20 4.60 1,073,334 0.20 4.60 0.20 75,000 0.20 4.67 75,000 0.20 4.67 0.20 50,000 0.20 4.90 33,334 0.20 4.90 0.20 125,000 0.20 4.92 83,334 0.20 4.92 0.20 100,000 0.20 4.93 66,666 0.20 4.93 0.20 50,000 0.20 5.13 16,667 0.20 5.13 0.20 75,000 0.20 5.18 25,000 0.20 5.18 0.20 150,000 0.20 8.35 70,000 0.20 8.35 0.20 800,000 0.20 3.43 226,667 0.20 3.43 0.20 360,000 0.20 5.84 360,000 0.20 5.84 0.20 875,000 0.20 6.42 - - 6.42 0.20 150,000 0.20 6.51 - - 6.51 0.20 260,000 0.20 9.53 50,000 0.20 9.53 18,405,896 $ 0.06 4.24 15,765,898 $ 0.04 4.01 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table Text Block] | Number Amount of Shares Balance, December 31, 2015 14,012 $ 3,819,454 Shares issued to settle inter-company debts 1,051 1,786,656 Balance, December 31, 2016 15,063 5,606,110 Shares issued to settle inter-company debts 387 658,711 Balance, December 31, 2017 15,450 6,264,821 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | For the year ended For the year ended December 31, 2017 December 31, 2016 $ $ Net loss before taxes (2,264,316 ) (2,232,021 ) Statutory tax rate 34% 34% Expected income tax expense (recovery) (769,867 ) (758,887 ) Non-deductible items 29,374 77,624 Change in estimates 1,687,286 - Change enacted tax rate 536,617 - Foreign tax rate difference 30,475 122,231 Change in valuation allowance (1,513,885 ) 559,032 Income tax expense (recovery) - - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2017 December 31, 2016 $ $ Loss carry forwards 2,153,011 3,811,063 Convertible debenture (14,017 ) (148,971 ) Vacation accrual 9,213 - Valuation allowance (2,148,207 ) (3,662,092 ) Net deferred tax assets (liabilities) - - |
Schedule of deferred tax asset attributable to net operating loss carry forwards [Table Text Block] | Year Total 2029 3,163 2030 69,495 2031 98,143 2032 390,141 2033 651,369 2034 615,901 2035 553,917 2036 555,992 2037 453,346 3,391,467 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | December 31, December 31, 2017 2016 Net loss $ (2,264,316 ) $ (2,232,021 ) Weighted average common shares outstanding: Basic and diluted 110,324,539 107,753,316 Net loss per common share: Basic and diluted $ (0.02 ) $ (0.02 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 2017 2016 Anti-dilutive options 18,405,896 17,345,896 |
Commitments And Guarantees (Tab
Commitments And Guarantees (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Consulting fee and Year Salaries Office rent Total 2018 $ 370,180 $ 23,604 $ 393,784 2019 370,180 - 370,180 2020 370,180 - 370,180 2021 370,180 - 370,180 2022 246,787 - 246,787 Total $ 1,727,507 $ 23,604 $ 1,751,111 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Long-lived Assets by Geographic Areas [Table Text Block] | Period ended December 31, 2017 US Israel Total Long-lived assets $ - $ 47,135 $ 47,135 | Year ended December 31, 2016 US Israel Total Long-lived assets $ - $ 55,444 $ 55,444 |
Supplemental Disclosure with 29
Supplemental Disclosure with Respect to Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | December 31, 2017 December 31, 2016 $ $ Convertible debentures issued for debt - 172,894 |
Nature of Operations and goin30
Nature of Operations and going concern (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2017USD ($)shares | |
Nature Of Operations And Going Concern 1 | 100.00% |
Nature Of Operations And Going Concern 2 | shares | 16,000,000 |
Nature Of Operations And Going Concern 3 | 89.00% |
Nature Of Operations And Going Concern 4 | $ 10 |
Nature Of Operations And Going Concern 5 | 430 |
Nature Of Operations And Going Concern 6 | 604,835 |
Nature Of Operations And Going Concern 7 | 305,964 |
Nature Of Operations And Going Concern 8 | $ 12,046,656 |
Significant Accounting Polici31
Significant Accounting Policies (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2017mo | |
Significant Accounting Policies 1 | 86.65% |
Significant Accounting Policies 2 | 86.13% |
Significant Accounting Policies 3 | 12 |
License and Research Funding 32
License and Research Funding Agreement (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
License And Research Funding Agreement 1 | $ 1,600,000 |
License And Research Funding Agreement 2 | 15.00% |
License And Research Funding Agreement 3 | 1,765 |
License And Research Funding Agreement 4 | $ 2,998,682 |
License And Research Funding Agreement 5 | shares | 1,765 |
License And Research Funding Agreement 6 | $ / shares | $ 1,698.97 |
License And Research Funding Agreement 7 | $ 1,272,666 |
License And Research Funding Agreement 8 | $ 1,327,758 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Related Party Transactions 1 | $ 553,887 |
Related Party Transactions 2 | 581,943 |
Related Party Transactions 3 | 108,000 |
Related Party Transactions 4 | 108,000 |
Related Party Transactions 5 | 102,214 |
Related Party Transactions 6 | 6,300 |
Related Party Transactions 7 | 426,648 |
Related Party Transactions 8 | 34,609 |
Related Party Transactions 9 | 1,071,172 |
Related Party Transactions 10 | $ 729,475 |
Convertible debentures (Narrati
Convertible debentures (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Convertible Debentures 1 | $ 852,418 |
Convertible Debentures 2 | 0.055 |
Convertible Debentures 3 | 188,085 |
Convertible Debentures 4 | 0.20 |
Convertible Debentures 5 | 172,895 |
Convertible Debentures 6 | 0.20 |
Convertible Debentures 7 | $ 852,418 |
Convertible Debentures 8 | 77.00% |
Convertible Debentures 9 | $ 705,657 |
Convertible Debentures 10 | $ 368,496 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2017USD ($)yr$ / sharesshares | |
Equity 1 | shares | 500,000,000 |
Equity 2 | $ / shares | $ 0.001 |
Equity 3 | shares | 1,756,619 |
Equity 4 | $ / shares | $ 0.16 |
Equity 5 | 80.00% |
Equity 6 | $ 281,059 |
Equity 7 | shares | 2,198,819 |
Equity 8 | $ / shares | $ 0.16 |
Equity 9 | 80.00% |
Equity 10 | $ 351,811 |
Equity 11 | shares | 318,742 |
Equity 12 | $ / shares | $ 0.16 |
Equity 13 | 80.00% |
Equity 14 | $ 50,999 |
Equity 15 | shares | 625,000 |
Equity 16 | $ / shares | $ 0.20 |
Equity 17 | $ 125,000 |
Equity 18 | shares | 824,992 |
Equity 19 | $ / shares | $ 0.16 |
Equity 20 | 80.00% |
Equity 21 | $ 131,999 |
Equity 22 | shares | 318,749 |
Equity 23 | $ / shares | $ 0.16 |
Equity 24 | 80.00% |
Equity 25 | $ 50,999 |
Equity 26 | shares | 1,115,625 |
Equity 27 | $ / shares | $ 0.16 |
Equity 28 | 80.00% |
Equity 29 | $ 178,500 |
Equity 30 | shares | 2,500,000 |
Equity 31 | $ / shares | $ 0.20 |
Equity 32 | $ 500,000 |
Equity 33 | shares | 50,000 |
Equity 34 | $ / shares | $ 0.01 |
Equity 35 | $ 500 |
Equity 36 | shares | 839,375 |
Equity 37 | $ / shares | $ 0.16 |
Equity 38 | 80.00% |
Equity 39 | $ 134,300 |
Equity 40 | shares | 4,653,732 |
Equity 41 | $ / shares | $ 0.16 |
Equity 42 | 80.00% |
Equity 43 | $ 744,597 |
Equity 44 | shares | 288,830 |
Equity 45 | $ / shares | $ 0.16 |
Equity 46 | $ 46,213 |
Equity 47 | shares | 1,693,750 |
Equity 48 | $ / shares | $ 0.20 |
Equity 49 | $ 338,750 |
Equity 50 | $ 0.20 |
Equity 51 | $ / shares | $ 0.20 |
Equity 52 | $ 158,750 |
Equity 53 | shares | 1,250,000 |
Equity 54 | $ / shares | $ 0.20 |
Equity 55 | $ 250,000 |
Equity 56 | shares | 600,000 |
Equity 57 | $ / shares | $ 0.20 |
Equity 58 | $ 120,000 |
Equity 59 | shares | 150,000 |
Equity 60 | shares | 150,000 |
Equity 61 | $ / shares | $ 0.01 |
Equity 62 | $ 1,500 |
Equity 63 | shares | 1,000,000 |
Equity 64 | $ / shares | $ 0.20 |
Equity 65 | $ 200,000 |
Equity 66 | $ 21,500 |
Equity 67 | 0 |
Equity 68 | $ 95,000 |
Equity 69 | shares | 475,000 |
Equity 70 | shares | 119,163,408 |
Equity 71 | 114,180,828 |
Equity 81 | shares | 20,000,000 |
Equity 82 | $ / shares | $ 0.001 |
Equity 83 | shares | 962,358 |
Equity 84 | $ / shares | $ 0.01 |
Equity 85 | 481,179 |
Equity 86 | $ / shares | $ 0.01 |
Equity 87 | $ 4,812 |
Equity 88 | 4,634 |
Equity 89 | $ 17,628 |
Equity 90 | shares | 800,000 |
Equity 91 | $ / shares | $ 0.01 |
Equity 92 | 480,000 |
Equity 93 | shares | 320,000 |
Equity 94 | 600 |
Equity 95 | yr | 4 |
Equity 96 | 50 |
Equity 97 | $ 3,641 |
Equity 98 | $ 28,419 |
Equity 99 | shares | 1,924,717 |
Equity 100 | $ / shares | $ 0.01 |
Equity 101 | shares | 500,000 |
Equity 102 | $ / shares | $ 0.01 |
Equity 103 | shares | 150,000 |
Equity 104 | $ / shares | $ 0.01 |
Equity 105 | 150,000 |
Equity 106 | $ / shares | $ 0.01 |
Equity 107 | $ 1,500 |
Equity 108 | 47 |
Equity 109 | $ 208 |
Equity 110 | shares | 150,000 |
Equity 111 | $ / shares | $ 0.01 |
Equity 112 | 25,000 |
Equity 113 | 75,000 |
Equity 114 | 50,000 |
Equity 115 | $ 11.93 |
Equity 116 | $ 24,016 |
Equity 117 | 100,000 |
Equity 118 | $ / shares | $ 0.01 |
Equity 119 | $ 1,000 |
Equity 120 | shares | 150,000 |
Equity 121 | $ / shares | $ 0.20 |
Equity 122 | $ 5,231 |
Equity 123 | $ 9,347 |
Equity 124 | shares | 1,730,000 |
Equity 125 | $ / shares | $ 0.20 |
Equity 126 | $ 36,184 |
Equity 127 | $ 107,843 |
Equity 128 | shares | 150,000 |
Equity 129 | $ / shares | $ 0.20 |
Equity 130 | shares | 75,000 |
Equity 131 | $ 5,238 |
Equity 132 | $ 12,098 |
Equity 133 | shares | 50,000 |
Equity 134 | $ / shares | $ 0.20 |
Equity 135 | $ 2,038 |
Equity 136 | $ 4,482 |
Equity 137 | shares | 125,000 |
Equity 138 | $ / shares | $ 0.20 |
Equity 139 | $ 5,144 |
Equity 140 | $ 11,393 |
Equity 141 | shares | 100,000 |
Equity 142 | $ / shares | $ 0.20 |
Equity 143 | $ 4,267 |
Equity 144 | 9,436 |
Equity 145 | shares | 50,000 |
Equity 146 | $ / shares | $ 0.20 |
Equity 147 | $ 1,729 |
Equity 148 | $ 2,894 |
Equity 149 | shares | 75,000 |
Equity 150 | $ / shares | $ 0.20 |
Equity 151 | $ 2,744 |
Equity 152 | $ 4,425 |
Equity 153 | shares | 150,000 |
Equity 154 | $ / shares | $ 0.20 |
Equity 155 | $ 7,216 |
Equity 156 | $ 13,385 |
Equity 157 | shares | 800,000 |
Equity 158 | $ / shares | $ 0.20 |
Equity 159 | 480,000 |
Equity 160 | shares | 320,000 |
Equity 161 | 600 |
Equity 162 | yr | 4 |
Equity 163 | 50 |
Equity 164 | $ 22,870 |
Equity 165 | $ 23,746 |
Equity 166 | shares | 360,000 |
Equity 167 | $ / shares | $ 0.20 |
Equity 168 | $ 21,491 |
Equity 169 | $ 29,946 |
Equity 170 | shares | 875,000 |
Equity 171 | $ / shares | $ 0.20 |
Equity 172 | $ 43,283 |
Equity 173 | shares | 150,000 |
Equity 174 | $ / shares | $ 0.20 |
Equity 175 | $ 6,269 |
Equity 176 | shares | 260,000 |
Equity 177 | $ / shares | $ 0.20 |
Equity 178 | shares | 50,000 |
Equity 179 | 210,000 |
Equity 180 | $ 18,818 |
Equity 367 | shares | 1,765 |
Equity 368 | 15.00% |
Equity 369 | shares | 592 |
Equity 370 | $ / shares | $ 1,698.97 |
Equity 371 | 4.79% |
Equity 372 | $ 1,005,795 |
Equity 373 | 80.00% |
Equity 374 | $ 500,000 |
Equity 375 | $ 30,000,000 |
Equity 376 | shares | 684 |
Equity 377 | $ / shares | $ 1,698.97 |
Equity 378 | 5.11% |
Equity 379 | $ 1,162,192 |
Equity 380 | shares | 760 |
Equity 381 | $ / shares | $ 1,700 |
Equity 382 | 5.68% |
Equity 383 | $ 1,292,000 |
Equity 384 | shares | 183 |
Equity 385 | $ / shares | $ 1,699 |
Equity 386 | 1.37% |
Equity 387 | $ 310,977 |
Equity 388 | shares | 417 |
Equity 389 | $ / shares | $ 1,700 |
Equity 390 | $ 709,087 |
Equity 391 | shares | 516 |
Equity 392 | $ 1,700 |
Equity 393 | $ 532,084 |
Equity 394 | shares | 588 |
Equity 395 | 6,248,672 |
Equity 396 | 77.00% |
Equity 397 | 12.60% |
Equity 398 | 10.40% |
Equity 399 | 2014.00% |
Equity 400 | 13.18% |
Equity 401 | 12.15% |
Equity 402 | shares | 1,132 |
Equity 403 | 12,026,654 |
Equity 404 | $ 1,786,656 |
Equity 405 | shares | 1,051 |
Equity 406 | 86.65% |
Equity 407 | 11.72% |
Equity 408 | 2.15% |
Equity 409 | 2015.00% |
Equity 410 | 12.60% |
Equity 411 | 10.40% |
Equity 412 | shares | 27 |
Equity 413 | 288,830 |
Equity 414 | $ 658,711 |
Equity 415 | shares | 387 |
Equity 416 | 86.65% |
Equity 417 | 11.42% |
Equity 418 | 1.93% |
Equity 419 | 86.13% |
Equity 420 | 11.72% |
Equity 421 | 2.15% |
Equity 432 | shares | 1,765 |
Equity 433 | $ / shares | $ 1,698.97 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Taxes 1 | $ 3,391,467 |
Income Taxes 2 | 2,938,121 |
Income Taxes 3 | 6,264,362 |
Income Taxes 4 | $ 4,483,377 |
Commitments And Guarantees (Nar
Commitments And Guarantees (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2017USD ($)yrshares | |
Commitments And Guarantees 1 | $ 250,000 |
Commitments And Guarantees 2 | shares | 3,750,000 |
Commitments And Guarantees 3 | $ 0.01 |
Commitments And Guarantees 4 | yr | 10 |
Commitments And Guarantees 5 | $ 120,180 |
Commitments And Guarantees 6 | 432,000 |
Commitments And Guarantees 7 | shares | 2,750,000 |
Commitments And Guarantees 8 | $ 0.01 |
Commitments And Guarantees 9 | yr | 10 |
Commitments And Guarantees 10 | yr | 2 |
Commitments And Guarantees 11 | $ 3,372 |
Commitments And Guarantees 12 | 12,121 |
Commitments And Guarantees 13 | $ 23,604 |
Commitments And Guarantees 14 | 84,847 |
Commitments And Guarantees 15 | $ 14,404 |
Commitments And Guarantees 16 | 50,000 |
Commitments And Guarantees 17 | $ 9,837 |
Commitments And Guarantees 18 | 30,146 |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2017USD ($)mo$ / sharesshares | |
Subsequent Events 1 | shares | 231,250 |
Subsequent Events 2 | $ 27,310 |
Subsequent Events 3 | $ / shares | $ 0.20 |
Subsequent Events 4 | $ 350,000 |
Subsequent Events 5 | 10.00% |
Subsequent Events 6 | $ 0.20 |
Subsequent Events 7 | shares | 481,179 |
Subsequent Events 8 | $ / shares | $ 0.01 |
Subsequent Events 9 | $ 4,812 |
Subsequent Events 10 | mo | 12 |
Subsequent Events 11 | shares | 117,660 |
Subsequent Events 12 | $ / shares | $ 0.20 |
Schedule of Research and Develo
Schedule of Research and Development Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Research and Development Expenses | $ 1,272,666 | $ 1,327,758 |
Consulting fees [Member] | ||
Research and Development Expenses | 98,948 | 84,013 |
Legal fees [Member] | ||
Research and Development Expenses | 40,319 | 15,221 |
Office and Miscellaneous Expense [Member] | ||
Research and Development Expenses | 5,625 | 15,548 |
Payroll expense [Member] | ||
Research and Development Expenses | 789,949 | 739,500 |
R&D materials and supplies [Member] | ||
Research and Development Expenses | 105,607 | 132,207 |
Rent [Member] | ||
Research and Development Expenses | 41,498 | 29,082 |
Share-based compensation [Member] | ||
Research and Development Expenses | $ 190,720 | $ 312,187 |
Schedule of Properties Estimate
Schedule of Properties Estimated Useful life (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment, Useful Life | 15 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 4 years |
Lab Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Lab Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 15 years |
Schedule of Property, Plant and
Schedule of Property, Plant and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment, Cost, Beginning Balance | $ 74,417 | |
Exchange difference (Cost) | 7,970 | |
Property, Plant and Equipment, Cost, Ending Balance | 82,387 | |
Property, Plant and Equipment, Depraciation, Beginning Balance | 18,973 | |
Additions (Depreciation) | 13,757 | |
Exchange difference (Depreciation) | 2,521 | |
Property, Plant and Equipment, Depreciation, Ending Balance | 35,251 | |
Property, Plant and Equipment, Net Book Value | 47,135 | $ 55,444 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment, Cost, Beginning Balance | 3,496 | |
Exchange difference (Cost) | 375 | |
Property, Plant and Equipment, Cost, Ending Balance | 3,871 | |
Property, Plant and Equipment, Depraciation, Beginning Balance | 405 | |
Additions (Depreciation) | 424 | |
Exchange difference (Depreciation) | 58 | |
Property, Plant and Equipment, Depreciation, Ending Balance | 887 | |
Property, Plant and Equipment, Net Book Value | 2,984 | 3,091 |
Computer Equipment [Member] | ||
Property, Plant and Equipment, Cost, Beginning Balance | 26,489 | |
Exchange difference (Cost) | 2,836 | |
Property, Plant and Equipment, Cost, Ending Balance | 29,325 | |
Property, Plant and Equipment, Depraciation, Beginning Balance | 10,645 | |
Additions (Depreciation) | 7,446 | |
Exchange difference (Depreciation) | 1,405 | |
Property, Plant and Equipment, Depreciation, Ending Balance | 19,497 | |
Property, Plant and Equipment, Net Book Value | 9,829 | 15,844 |
Lab Equipment [Member] | ||
Property, Plant and Equipment, Cost, Beginning Balance | 44,432 | |
Exchange difference (Cost) | 4,759 | |
Property, Plant and Equipment, Cost, Ending Balance | 49,191 | |
Property, Plant and Equipment, Depraciation, Beginning Balance | 7,923 | |
Additions (Depreciation) | 5,887 | |
Exchange difference (Depreciation) | 1,058 | |
Property, Plant and Equipment, Depreciation, Ending Balance | 14,868 | |
Property, Plant and Equipment, Net Book Value | $ 34,323 | $ 36,509 |
Schedule of Debt (Details)
Schedule of Debt (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Convertible debentures | $ 1,071,172 | $ 729,475 |
Additions | 341,697 | |
Convertible debentures [Member] | ||
Convertible debentures | 1,213,397 | 1,213,397 |
Additions | 0 | |
Giora Davidovits [Member] | ||
Convertible debentures | 510,416 | 510,416 |
Additions | 0 | |
Eyal Davidovits [Member] | ||
Convertible debentures | 243,825 | 243,825 |
Additions | 0 | |
Irit Arbel [Member] | ||
Convertible debentures | 225,822 | 225,822 |
Additions | 0 | |
Robbie Manis [Member] | ||
Convertible debentures | 233,334 | $ 233,334 |
Additions | $ 0 |
Schedule of Convertible Debt (D
Schedule of Convertible Debt (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Convertible debenture | $ 1,071,172 | $ 729,475 |
Additions | 341,697 | |
Convertible debentures [Member] | ||
Convertible debenture | 1,213,397 | 1,213,397 |
Additions | 0 | |
Convertible discount [Member] | ||
Additions | 0 | |
Convertible discount | (852,418) | (852,418) |
Net convertible debentures [Member] | ||
Convertible debenture | 360,979 | 360,979 |
Additions | 0 | |
Interest accretion [Member] | ||
Convertible debenture | 705,657 | 368,496 |
Additions | 337,161 | |
Exchange Difference [Member] | ||
Convertible debenture | 4,536 | $ 0 |
Additions | $ 4,536 |
Schedule of Stockholders' Equit
Schedule of Stockholders' Equity Note, Warrants or Rights, Activity (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Class of Warrant or Right, Outstanding, Beginning of Period | shares | 0 |
Class of Warrant or Right, Outstanding, Weighted Average Exercise Price, Beginning of Period | $ / shares | $ 0 |
Class of Warrant or Right Issued | shares | 1,693,750 |
Class of Warrant or Right Issued Weighted Average Exercise Price | $ / shares | $ 0.20 |
Class of Warrant or Right, Outstanding, End of Period | shares | 1,693,750 |
Class of Warrant or Right, Outstanding, Weighted Average Exercise Price, End of Period | $ / shares | $ 0.20 |
Schedule of Stockholders' Equ45
Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Outstanding Warrants | 1,693,750 | 0 |
Exercise Price | $ 0.20 | $ 0 |
Remaining Life | 1 year 3 months |
Schedule of Share-based Payment
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Volatility, Minimum | 73.01% | 65.99% |
Volatility, Maximum | 90.69% | 99.04% |
Dividend yield | 0.00% | 0.00% |
Forfeiture rate | 0.00% | 0.00% |
Minimum [Member] | ||
Expected life year | 7 years | 3 years |
Interest rate | 1.60% | 0.73% |
Maximum [Member] | ||
Expected life year | 10 years | 10 years |
Interest rate | 2.40% | 2.45% |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning of Period | 17,345,896 | 15,960,896 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price, Beginning of Period | $ 0.05 | $ 0.04 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, End of Period | 18,405,896 | 17,345,896 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price, End of Period | $ 0.04 | $ 0.05 |
Granted, on February 15, 2016 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 50,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |
Granted, on March 7, 2016 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 75,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |
Granted, on May 5, 2016 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 150,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |
Granted, on June 6, 2016 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 800,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |
Exercised, on July 7, 2016 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (50,000) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.01 | |
Granted, on November 1, 2016 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 360,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |
Granted, on May 31, 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 875,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |
Expired, July 1, 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | (75,000) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 0.20 | |
Granted, on July 2, 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 150,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |
Granted, on July 12th, 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 260,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |
Exercised, on September 25, 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (150,000) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.01 |
Schedule of Disclosure of Share
Schedule of Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.06 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 18,405,896 | 17,345,896 | 15,960,896 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 4 years 2 months 26 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 15,765,898 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.04 | $ 0.05 | $ 0.04 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 4 days | ||
Range 1 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.01 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 9,750,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 4 years 8 months 1 day | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 9,750,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 8 months 1 day | ||
Range 2 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.01 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 481,179 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 4 months 28 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 481,180 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 months 28 days | ||
Range 3 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.01 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 800,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 7 months 20 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 800,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 months 20 days | ||
Range 4 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.01 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 1,924,717 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 2 years 10 months 13 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,924,717 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 years 10 months 13 days | ||
Range 5 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.01 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 500,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 1 year | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 500,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.01 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 1 year | ||
Range 6 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 150,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 3 years 4 months 2 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 150,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 4 months 2 days | ||
Range 7 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 120,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 3 years 7 months 24 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 80,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 7 months 24 days | ||
Range 8 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 1,610,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 4 years 7 months 6 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,073,334 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 7 months 6 days | ||
Range 9 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 75,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 4 years 8 months 1 day | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 75,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 8 months 1 day | ||
Range 10 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 50,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 4 years 10 months 24 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 33,334 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 10 months 24 days | ||
Range 11 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 125,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 4 years 11 months 1 day | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 83,334 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 11 months 1 day | ||
Range 12 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 100,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 4 years 11 months 5 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 66,666 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 11 months 5 days | ||
Range 13 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 50,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 5 years 1 month 17 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 16,667 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years 1 month 17 days | ||
Range 14 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 75,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 5 years 2 months 5 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 25,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years 2 months 5 days | ||
Range 15 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 150,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 8 years 4 months 6 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 70,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 8 years 4 months 6 days | ||
Range 16 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 800,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 3 years 5 months 5 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 226,667 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 3 years 5 months 5 days | ||
Range 17 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 360,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 5 years 10 months 2 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 360,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years 10 months 2 days | ||
Range 18 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 875,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 6 years 5 months 1 day | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 6 years 5 months 1 day | ||
Range 19 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 150,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 6 years 6 months 4 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 6 years 6 months 4 days | ||
Range 20 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | 260,000 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | 9 years 6 months 11 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 50,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 9 years 6 months 11 days |
Consolidation, Less than Wholly
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Beginning Balance | $ (403,243) | |
Ending Balance | $ (1,550,206) | $ (403,243) |
Savicells Common Shares [Member] | ||
Beginning Balance (Shares) | 15,063 | 14,012 |
Beginning Balance | $ 5,606,110 | $ 3,819,454 |
Shares issued to settle inter-company debts (shares) | 387 | 1,051 |
Shares issued to settle inter-company debts | $ 658,711 | $ 1,786,656 |
Ending Balance (Shares) | 15,450 | 15,063 |
Ending Balance | $ 6,264,821 | $ 5,606,110 |
Schedule of Income before Incom
Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net loss before taxes | $ (2,264,316) | $ (2,232,021) |
Statutory tax rate | 34.00% | 34.00% |
Expected income tax expense (recovery) | $ (769,867) | $ (758,887) |
Non-deductible item | $ 29,374 | $ 77,624 |
Change in estimates | 1687286.00% | 0.00% |
Change enacted tax rate | $ 536,617 | $ 0 |
Foreign tax rate difference | 30,475 | 122,231 |
Change in valuation allowance | (1,513,885) | 559,032 |
Income tax expense (recovery) | $ 0 | $ 0 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Loss carry forwards | $ 2,153,011 | $ 3,811,063 |
Convertible debenture | (14,017) | (148,971) |
Vacation accrual | 9,213 | 0 |
Valuation allowance | (2,148,207) | $ (3,662,092) |
Deferred tax assets | $ 0 |
Schedule of deferred tax asset
Schedule of deferred tax asset attributable to net operating loss carry forwards (Details) | Dec. 31, 2017USD ($) |
Deferred Tax Assets, Operating Loss Carryforwards | $ 3,391,467 |
2029 [Member] | |
Deferred Tax Assets, Operating Loss Carryforwards | 3,163 |
2030 [Member] | |
Deferred Tax Assets, Operating Loss Carryforwards | 69,495 |
2031 [Member] | |
Deferred Tax Assets, Operating Loss Carryforwards | 98,143 |
2032 [Member] | |
Deferred Tax Assets, Operating Loss Carryforwards | 390,141 |
2033 [Member] | |
Deferred Tax Assets, Operating Loss Carryforwards | 651,369 |
2034 [Member] | |
Deferred Tax Assets, Operating Loss Carryforwards | 615,901 |
2035 [Member] | |
Deferred Tax Assets, Operating Loss Carryforwards | 553,917 |
2036 [Member] | |
Deferred Tax Assets, Operating Loss Carryforwards | 555,992 |
2037 [Member] | |
Deferred Tax Assets, Operating Loss Carryforwards | $ 453,346 |
Schedule of Earnings Per Share,
Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net loss | $ (2,264,316) | $ (2,232,021) |
Weighted average common shares outstanding: | ||
Basic and diluted | 110,324,539 | 107,753,316 |
Net loss per common share: | ||
Basic and diluted | $ (0.02) | $ (0.02) |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Anti-dilutive options | 18,405,896 | 17,345,896 |
Schedule of Future Minimum Rent
Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Dec. 31, 2017USD ($) |
2,018 | $ 393,784 |
2,019 | 370,180 |
2,020 | 370,180 |
2,021 | 370,180 |
2,022 | 246,787 |
Total | 1,751,111 |
Salaries [Member] | |
2,018 | 370,180 |
2,019 | 370,180 |
2,020 | 370,180 |
2,021 | 370,180 |
2,022 | 246,787 |
Total | 1,727,507 |
Consulting fee and Office rent [Member] | |
2,018 | 23,604 |
2,019 | 0 |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
Total | $ 23,604 |
Long-lived Assets by Geographic
Long-lived Assets by Geographic Areas (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Long-live assets | $ 47,135 | $ 55,444 |
US [Member] | ||
Long-live assets | 0 | 0 |
Israel [Member] | ||
Long-live assets | $ 47,135 | $ 55,444 |
Schedule of Cash Flow, Suppleme
Schedule of Cash Flow, Supplemental Disclosures (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Convertible debentures issued for debt | $ 0 | $ 172,894 |