Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2016shares | |
Document and Entity Information: | |
Entity Registrant Name | BIOTRICITY INC. |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2016 |
Trading Symbol | btcy |
Amendment Flag | false |
Entity Central Index Key | 1,630,113 |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 15,876,947 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q1 |
Biotricity, Inc. - Condensed Co
Biotricity, Inc. - Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | |
Current Assets: | |||
Cash | $ 53,643 | $ 410,601 | |
Harmonized sales tax recoverable | 28,656 | 36,291 | |
Deposits and other receivables | 77,186 | 72,202 | |
Total Assets | 159,485 | $ 519,094 | |
Current Liabilities: | |||
Due to shareholders | [1] | 53,606 | |
Convertible promissory notes | [2] | 102,744 | |
Derivative liabilities | [3] | 75,111 | |
Accounts payable and accrued liabilities | [4] | 463,328 | $ 413,273 |
Total current liabilities | 694,789 | 413,273 | |
Convertible promissory note | [2] | 854,751 | 783,778 |
Derivative liabilities | [3] | 1,179,923 | 561,220 |
TOTAL LIABILITIES | 2,729,463 | 1,758,271 | |
Stockholders' Deficiency: | |||
Preferred stock | [5] | 1 | 1 |
Common stock | [6] | 25,000 | 25,000 |
Additional paid-in capital | 7,982,466 | 7,982,598 | |
Accumulated other comprehensive loss | (79,520) | (18,002) | |
Accumulated deficit | (10,497,925) | (9,228,774) | |
TOTAL STOCKHOLDERS' DEFICIENCY | (2,569,978) | (1,239,177) | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | $ 159,485 | $ 519,094 | |
Commitments | [7] | ||
Subsequent events | [8] | ||
[1] | See Note 5 | ||
[2] | See Note 7 | ||
[3] | See Note 8 | ||
[4] | See Note 6 | ||
[5] | $0.001 par value; 10,000,000 shares authorized at March 31, 2016 (December 31, 2015: 1,000,000), 1 share issued and outstanding as at March 31, 2016 and December 31, 2015, respectively. See Note 9 | ||
[6] | $0.001 par value; 125,000,000 authorized as at March 31, 2016 (December 31, 2015: 100,000,000), 15,876,947 outstanding common shares as at March 31, 2016 and December 31, 2015 and 9,123,031 outstanding exchangeable shares as at March 31, 2016 and December 31, 2015. See Note 9 | ||
[7] | See Note 11 | ||
[8] | See Note 12 |
Statement of Financial Position
Statement of Financial Position - Parenthetical - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 1 | 1 |
Preferred Stock, Shares Outstanding | 1 | 1 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 125,000,000 | 100,000,000 |
Common Stock, Shares Issued | 15,876,947 | 9,123,031 |
Common Stock, Shares Outstanding | 15,876,947 | 9,123,031 |
Biotricity, Inc. - Condensed C4
Biotricity, Inc. - Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | |||
Income Statement | ||||
Revenue | ||||
Expenses: | ||||
General and administrative expenses | [1] | $ 335,086 | $ 1,439,211 | |
Research and development expenses | [2] | 241,534 | 367,194 | |
Total Operating Expenses | 576,620 | $ 1,806,405 | ||
Accretion expense | [3] | 73,572 | ||
Change in fair value of derivative liabilities | 618,959 | [4] | ||
Net loss before income taxes | $ (1,269,151) | $ (1,806,405) | ||
Income taxes | ||||
Net loss | $ (1,269,151) | $ (1,806,405) | ||
Translation adjustment | (61,518) | (133,930) | ||
Net loss and comprehensive loss | $ (1,330,669) | $ (1,940,335) | ||
Loss per share, basic and diluted | $ (0.0508) | $ (0.0723) | ||
Weighted average common and exchangeable shares outstanding | 24,999,978 | 24,999,978 | ||
[1] | See Notes 9 and 10 | |||
[2] | See Note 11 | |||
[3] | See Note 7 | |||
[4] | See Note 8 |
Biotricity, Inc. - Condensed C5
Biotricity, Inc. - Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | |||
Cash flow from operating activities: | ||||
Net loss | $ (1,269,151) | $ (1,806,405) | ||
Adjustments to reconcile net loss to net cash used in operations | ||||
Stock based compensation | $ 1,273,670 | |||
Accretion expense | [1] | 73,572 | ||
Change in fair value of derivative liabilities | 618,959 | [2] | ||
Changes in operating assets and liabilities: | ||||
Harmonized sales tax recoverable | 9,483 | $ (4,754) | ||
Accounts payable and accrued liabilities | 21,656 | (48,644) | ||
Deposits and other receivables | (310) | |||
Net Cash used in operating activities | (545,791) | (586,133) | ||
Cash flows from financing activities: | ||||
Proceeds from exercise of warrants | 235,379 | |||
Proceeds from issuance of convertible promissory notes | 175,000 | |||
Due to shareholders | 50,724 | |||
Net Cash provided by financing activities | 225,724 | 235,379 | ||
Net decrease in cash during the period | (320,067) | (350,754) | ||
Effect of foreign currency translation | 36,891 | 37,450 | ||
Cash, beginning of period | 410,601 | 448,599 | ||
Cash, end of period | $ 53,643 | $ 135,295 | ||
[1] | See Note 7 | |||
[2] | See Note 8 |
1. Nature of Operations
1. Nature of Operations | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
1. Nature of Operations | 1. NATURE OF OPERATIONS Biotricity, Inc. (formerly MetaSolutions, Inc.) (the Company) was incorporated under the laws of the State of Nevada on August 29, 2012. iMedical Innovations Inc. (iMedical) was incorporated on July 3, 2014 under the laws of the Province of Ontario, Canada. Both the Company and iMedical are engaged in research and development activities within the remote monitoring segment of preventative care. They are focused on a realizable healthcare business model that has an existing market and commercialization pathway. As such, its efforts to date have been devoted in building technology that enables access to this market through the development of a tangible product. On February 2, 2016, the Company entered into an exchange agreement with 1061806 BC LTD. (Callco), a British Columbia corporation and wholly owned subsidiary (incorporated on February 2, 2016), 1062024 B.C. LTD., a company existing under the laws of the Province of British Columbia (Exchangeco), iMedical and the former shareholders of iMedical (the Exchange Agreement), whereby Exchangeco acquired 100% of the outstanding common shares of iMedical, taking into account certain shares pursuant to the Exchange Agreement as further explained in Note 9 to the condensed consolidated financial statements. These subsidiaries were solely used for the issuance of exchangeable shares in the reverse takeover transaction and have no other transactions or balances. After giving effect to this transaction, the Company acquired all of iMedicals assets and liabilities and commenced operations through iMedical. As a result of the Share Exchange, iMedical is now a wholly-owned subsidiary of the Company. This transaction has been accounted for as reverse merger. Consequently, the assets and liabilities and the historical operations reflected in the consolidated financial statements for the periods prior to February 2, 2016 are those of iMedical and are recorded at the historical cost basis. After February 2, 2016, the Companys condensed consolidated financial statements include the assets and liabilities of both iMedical and the Company and the historical operations of both after that date as one entity. |
2. Basis of Presentation and Me
2. Basis of Presentation and Measurement | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
2. Basis of Presentation and Measurement | 2. BASIS OF PRESENTATION AND MEASUREMENT The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the Securities Exchange Commission (SEC) instructions to Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with Biotricitys audited financial statements for the four months ended December 31, 2015 and year ended August 31, 2015 and notes thereto included in the Form 10-KT filed with the SEC on April 13, 2016 and iMedicals audited financial statements for the years ended December 31, 2015 and 2014 and notes thereto included in the Form 8-K/A filed with the SEC on April 13, 2016. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations for the interim periods presented have been reflected herein. Operating results for the three months ended March 31, 2016, are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. The Companys fiscal year-end is December 31. The Companys functional currency and reporting currency is the U.S. dollar. |
3. Going Concern
3. Going Concern | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
3. Going Concern | 3. GOING CONCERN The condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred recurring losses from operations and as at March 31, 2016 has an accumulated deficit of $ 10,497,925 . Management anticipates the Company will attain profitable status and improve its liquidity through continued business development and additional debt or equity investment in the Company. Management is pursuing various sources of financing. On October 31, 2015, the Company engaged an agent to act as exclusive financial advisor to the Company with respect to assisting the Company in its capital raising efforts as well as assisting the Company in the review of potential financing alternatives available to it and to provide recommendations with respect to the options available to it for meeting its capital needs. Under the engagement agreement, the agent will represent the Company as the sole or lead placement agent, underwriter, book-runner or similar representation in its efforts to obtain financing of up to $12 million in the form of a private placement, public offering, whether in one or a series of transactions, in a private or public offering of equity, convertible debt or equity, equity linked securities or any other securities. The Companys continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance that the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in the condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments relating to the recoverability of recorded asset amounts that might be necessary should the Company be unable to continue in existence. |
4. Summary of Significant Accou
4. Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
4. Summary of Significant Accounting Policies | 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include: deferred income tax assets and related valuation allowance, accruals and valuation of warrants and stock options. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) Topic 260-10 which provides for calculation of basic and diluted earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at March 31, 2016. Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 Valuation based on quoted market prices in active markets for identical assets or liabilities. Level 2 Valuation based on quoted market prices for similar assets and liabilities in active markets. Level 3 Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring managements best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Companys assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, convertible promissory notes, derivative liabilities and accounts payable. The Company's cash and derivative liabilities, which are carried at fair value, are classified as Level 1 financial instruments. The Companys bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. Recently Issued Accounting Pronouncements In March 2016, the Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board ("FASB") to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers accounting for an employees use of shares to satisfy the employers statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the Companys financial position and/or results of operations. In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on our financial position and/or results of operations. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The adoption of this pronouncement did not have a material impact on the Companys financial position and/or results of operations. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB to update the guidance related to the presentation of debt issuance costs. This guidance requires debt issuance costs, related to a recognized debt liability, be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than being presented as an asset. The Company adopted this pronouncement on a retrospective basis, and the adoption did not have a material impact on the Company financial position and/or results of operations. In November 2015, an accounting pronouncement was issued by the FASB to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. This pronouncement is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company intends to adopt this pronouncement on January 1, 2017, and the adoption will not have a material impact on its financial position and/or results of operations. In May 2014, an accounting pronouncement was issued by the FASB to clarify existing guidance on revenue recognition. This guidance includes the required steps to achieve the core principle that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This pronouncement is effective for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted. The guidance permits the use of one of two retrospective transition methods. The Company has not yet selected a transition method nor has it determined the effect that the adoption of the pronouncement may have on our financial position and/or results of operations. |
5. Due To Shareholders
5. Due To Shareholders | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
5. Due To Shareholders | 5. DUE TO SHAREHOLDERS Amounts due to shareholders are unsecured, non-interest bearing and due on demand. |
6. Accounts Payable and Accrued
6. Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
6. Accounts Payable and Accrued Liabilities | 6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As at March 31, 2016 As at December 31, 2015 $ $ Trade accounts payable 447,735 274,055 Accrued liabilities 15,593 139,218 463,328 413,273 |
7. Convertible Promissory Notes
7. Convertible Promissory Notes | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
7. Convertible Promissory Notes | 7. CONVERTIBLE PROMISSORY NOTES Pursuant to a term sheet offering of $2,000,000, the Company during the year ended December 31, 2015 issued convertible promissory notes to various accredited investors amounting to $1,368,978. These notes have a maturity date of 24 months and carry annual interest rate of 11%. The note holders have the right until any time until the note is fully paid, to convert any outstanding and unpaid principal portion of the note, and accrued interest, into fully paid and non-assessable shares of Common Stock. The note has a conversion price initially set at $1.78. Upon any future financings completed by the Company, the conversion price will reset to 75% of the future financing pricing. These notes do not contain prepayment penalties upon redemption. These notes are secured by all of the present and after acquired property of the Company. However, the Company can force conversion of these notes, if during the term of the agreement, the Company completes a public listing and the Common Share price exceeds the conversion price for at least 20 consecutive trading days. At the closing of the Notes, the Company issued cash (7%) and warrants (7% of the number of Common Shares into which the Notes may be converted) to a brokers. The brokers receive 3% in cash and warrants for those investors in the Presidents List. The warrants have a term of 24 months and a similar reset provision based on future financings. During March 2016, Biotricity commenced a bridge offering of up to an aggregate of $1,000,000 of convertible promissory notes to various investors amounting to $175,000. These notes have a maturity date of 12 months and carry an annual interest rate of 10%. The Bridge Notes principal is paid in cash and interest at 100% average 3 trading days (TD) volume weighted average price (VWAP) over the last 10 TD plus an embedded warrant at maturity. All of the outstanding principal and accrued interest shall convert (Forced Conversion) into units/securities upon the consummation of a Qualified Financing, based upon the lesser of: (i) $1.65 per units/securities and (ii) the quotient obtained by dividing (x) the balance on the Forced Conversion date multiplied by 1.20 by (y) the actual price per unit/security in the Qualified Financing. Upon the Forced Conversion Date, the Holder shall further be issued Warrants exercisable into a number of shares of Common Stock equal to the number of Conversion Shares (but, in the case of units of securities, the primary equity security or the number of shares of Common Stock underlying the primary security if the primary security is not Common Stock). The embedded conversion features and reset feature in the notes and broker warrants have been accounted for as a derivative liability based on FASB guidance (refer Note 8). The movement in convertible promissory notes during the period ended March 31, 2016 is as follows: $ Accreted value of convertible promissory notes as at December 31, 2015 783,778 Face value of convertible promissory notes issued during March 2016 175,000 Discount recognised at issuance due to embedded derivatives (74,855) Accretion expense for Q1 2016 73,572 Accreted value of convertible promissory notes as at March 31, 2016 957,495 These convertible notes have been presented on balance sheet as follows: $ Current 102,744 Non-current 854,751 957,495 As explained in detail in Note 9, all outstanding convertible promissory notes were exchanged/adjusted pursuant to Exchange Agreement effective February 2, 2016. |
8. Derivative Liabilities
8. Derivative Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
8. Derivative Liabilities | 8. DERIVATIVE LIABILITIES In connection with the sale of debt or equity instruments, the Company may sell options or warrants to purchase its common stock. In certain circumstances, these options or warrants are classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability. The Company's derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For options, warrants and bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option. The derivative liabilities arising from convertible promissory notes/warrants and related issuance of broker warrants are as follows: Convertible notes/warrants Broker warrants Total $ $ $ Derivative liabilities as at December 31, 2015 480,952 80,268 561,220 Derivative fair value at issuance during March 2016 74,855 - 74,855 Change in fair value of derivatives 591,044 27,915 618,959 Derivative liabilities as at March 31, 2016 1,146,851 108,183 1,255,034 These derivative liabilities have been presented on balance sheet as follows: $ Current 75,111 Non-current 1,179,923 1,255,034 The lattice methodology was used to value the derivative components, using the following assumptions at issuance and period end date of March 31, 2016: Assumptions Dividend yield 0.00% Risk-free rate for term 0.21% - 0.59% Volatility 100%-105% Remaining terms (years) 1.00 - 1.5 Stock price ($ per share) 2.55 and 2.48 The projected annual volatility curve for valuation at issuance and period end was based on the comparable companys annual volatility. The Company used market trade stock prices at issuance and period end date. |
9. Stockholders' Deficiency
9. Stockholders' Deficiency | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
9. Stockholders' Deficiency | 9. STOCKHOLDERS DEFICIENCY Authorized stock As at March 31, 2016, the Company is authorized to issue 125,000,000 (December 31, 2015 100,000,000) of common stock ($0.001 par value) and 10,000,000 (December 31, 2015 1,000,000) shares of preferred stock ($0.001 par value). In contemplation of the acquisition of iMedical on February 2, 2016, the Companys Board of Directors approved the Issued and outstanding stock As explained in detail in Note 1 to the condensed consolidated financial statements, with the closing of the Acquisition Transaction on February 2, 2016: · · · · In addition, effective on the closing date of the acquisition transaction: · · · · · · Issuance of preferred stock, common stock, exchangeable shares and cancellation of shares in connection with the reverse takeover transaction as explained above represents recapitalization of capital retroactively adjusting the accounting acquirers legal capital to reflect the legal capital of the accounting acquiree. At March 31, 2016 and December 31, 2015 there were 15,876,947 and 9,000,000 shares of common stock issued and outstanding, respectively. . Out of outstanding common stock of 15,876,947 as at March 31, 2016, 750,000 are held in escrow and subject to forfeiture. Of the shares of Common Stock and exchangeable shares issued and outstanding approximately 22,500,000 of such shares are or would be restricted shares under the Securities Act. Stock-based compensation On March 30, 2015, iMedical approved Directors, Officers and Employees Stock Option Plan, under which it authorized and issued 3,000,000 options. This plan was established to enable the Company to attract and retain the services of highly qualified and experience directors, officers, employees and consultants and to give such person an interest in the success of the Company. These options now represent the right to purchase shares of the Companys common stock using the same exchange ratio of approximately 1.197:1. These options will expire by March 30, 2025. The outstanding options as at March 31, 2016 are as follows: No. of options Exercise Price Vested options Unvested options # $ # # As at December 31, 2015 167,500 0.0001 - 167,500 Adjustment* 33,000 - - 33,000 As at March 31, 2016 200,500 0.0001 - 200,500 * As explained above, on February 2, 2016 all outstanding options have been increased by a factor of 1.197. Broker warrants The outstanding broker warrants as at March 31, 2016 will expire by May 2018 as detailed below. No. of broker warrants Weighted Average Exercise Price # $ As at December 31, 2015 271,742 1.2000 Adjustment* 53,533 (0.1970) As at March 31, 2016 325,275 1.0030 * As explained above, on February 2, 2016 all outstanding broker warrants have been increased by a factor of 1.197. Warrants The outstanding warrants as at March 31, 2016 will expire by October 2016 as detailed below. No. of warrants Weighted Average Exercise Price # $ As at December 31, 2015 380,000 1.0000 Adjustment* 74,860 (0.1970) As at March 31, 2016 454,860 0.8030 * As explained above, on February 2, 2016 all outstanding warrants have been increased by a factor of 1.197. |
10. Related Party Transactions
10. Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
10. Related Party Transactions | 10. RELATED PARTY TRANSACTIONS The Companys transactions with related parties were carried out on normal commercial terms and in the course of the Companys business. Other than those disclosed elsewhere in the financial statements, the related party transactions are as follows: The Company paid consulting charges in cash to its stockholders amounting to $ 43,680 and $ 60,427 for the three months ended March 31, 2016 and 2015, respectively. |
11. Commitments
11. Commitments | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
11. Commitments | 11. COMMITMENTS a) On September 14, 2014, the Company finalized an agreement with CardioComm Solutions Inc. (CardioComm) for the development of a customized software for the ECG. The term of this agreement is later of 5 years or completion of all services from the effective date of agreement, which is September 14, 2014. Pursuant to this agreement, the Company paid CardioComm a non-refundable royalty advance of $ 224,775 (CAD 250,000), which was fully expensed during year ended December 31, 2014 as the Company is still under research and development phase. In addition, the Company has committed to pay $ 584,415 for design of a Windows Operating System ECG Management Software in accordance with an estimated payment schedules for the work performed. During the three months ended March 31, 2016 and 2015, the Company paid $ 65,520 and $ 72,513 , respectively which were expensed and included in research and development expenses. b) On July 4, 2014, the Company entered into an operating lease contract for its office premises in Mississauga, Ontario on a year to year basis. The monthly lease payment was $ 3,910 which was increased to $7,383. The lease agreement also include provisions of Cloud Hosting services at $2,548 per month and telephone and internet services at $ 1,092 per month. c) On January 8, 2016, the Company entered into a lease agreement for its office premises in California, USA for a monthly base rent of $ 16,530 . |
12. Subsequent Events
12. Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Notes | |
12. Subsequent Events | 12. SUBSEQUENT EVENTS The Companys management has evaluated subsequent events up to May 19, 2016, the date the financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events: On May 3, 2016, the Company appointed Mr. David A. Rosa as director to fill the remaining vacancy on the Board of Directors of the Company. In connection with the appointment of Mr. Rosa, the Company authorized the issuance of warrants to purchase 40,000 shares of its common stock, at an exercise price per share of $2.00, with such other terms and conditions as the officers of the Company deem reasonable and acceptable. On April 27, 2016, the Company appointed Dr. Norman M. Betts as director to fill one of two vacancies on the Board of Directors. In connection with the appointment of Dr. Betts, the Company authorized the issuance of warrants to purchase 40,000 shares of its common stock, at an exercise price per share of $2.00, with such other terms and conditions as the officers of the Company deem reasonable and acceptable. During April, 2016, the Company entered into subscription agreements by and among the Company and the lending parties for the issuance of an aggregate principal amount of $350,000 unsecured convertible promissory notes pursuant to offering to accredited investors for up to $1,000,000 as explained in Note 7 to the condensed consolidated financial statements. |
4. Summary of Significant Acc18
4. Summary of Significant Accounting Policies: Use of Estimates (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include: deferred income tax assets and related valuation allowance, accruals and valuation of warrants and stock options. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. |
4. Summary of Significant Acc19
4. Summary of Significant Accounting Policies: Earnings (loss) Per Share (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Policies | |
Earnings (loss) Per Share | Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) Topic 260-10 which provides for calculation of basic and diluted earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at March 31, 2016. |
4. Summary of Significant Acc20
4. Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 Valuation based on quoted market prices in active markets for identical assets or liabilities. Level 2 Valuation based on quoted market prices for similar assets and liabilities in active markets. Level 3 Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring managements best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Companys assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, convertible promissory notes, derivative liabilities and accounts payable. The Company's cash and derivative liabilities, which are carried at fair value, are classified as Level 1 financial instruments. The Companys bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. |
4. Summary of Significant Acc21
4. Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Policies | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2016, the Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board ("FASB") to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers accounting for an employees use of shares to satisfy the employers statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the Companys financial position and/or results of operations. In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on our financial position and/or results of operations. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The adoption of this pronouncement did not have a material impact on the Companys financial position and/or results of operations. On January 1, 2016, the Company adopted the accounting pronouncement issued by the FASB to update the guidance related to the presentation of debt issuance costs. This guidance requires debt issuance costs, related to a recognized debt liability, be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than being presented as an asset. The Company adopted this pronouncement on a retrospective basis, and the adoption did not have a material impact on the Company financial position and/or results of operations. In November 2015, an accounting pronouncement was issued by the FASB to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. This pronouncement is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company intends to adopt this pronouncement on January 1, 2017, and the adoption will not have a material impact on its financial position and/or results of operations. In May 2014, an accounting pronouncement was issued by the FASB to clarify existing guidance on revenue recognition. This guidance includes the required steps to achieve the core principle that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This pronouncement is effective for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted. The guidance permits the use of one of two retrospective transition methods. The Company has not yet selected a transition method nor has it determined the effect that the adoption of the pronouncement may have on our financial position and/or results of operations. |
6. Accounts Payable and Accru22
6. Accounts Payable and Accrued Liabilities: Schedule of Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Accounts Payable and Accrued Liabilities | As at March 31, 2016 As at December 31, 2015 $ $ Trade accounts payable 447,735 274,055 Accrued liabilities 15,593 139,218 463,328 413,273 |
7. Convertible Promissory Not23
7. Convertible Promissory Notes: Convertible Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Convertible Debt | $ Accreted value of convertible promissory notes as at December 31, 2015 783,778 Face value of convertible promissory notes issued during March 2016 175,000 Discount recognised at issuance due to embedded derivatives (74,855) Accretion expense for Q1 2016 73,572 Accreted value of convertible promissory notes as at March 31, 2016 957,495 |
7. Convertible Promissory Not24
7. Convertible Promissory Notes: Convertible Debt Table Text Block (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Convertible Debt Table Text Block | $ Current 102,744 Non-current 854,751 957,495 |
8. Derivative Liabilities_ Sche
8. Derivative Liabilities: Schedule of Derivative Assets at Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Derivative Assets at Fair Value | Convertible notes/warrants Broker warrants Total $ $ $ Derivative liabilities as at December 31, 2015 480,952 80,268 561,220 Derivative fair value at issuance during March 2016 74,855 - 74,855 Change in fair value of derivatives 591,044 27,915 618,959 Derivative liabilities as at March 31, 2016 1,146,851 108,183 1,255,034 |
8. Derivative Liabilities_ Sc26
8. Derivative Liabilities: Schedule of Derivative Liabilities at Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Derivative Liabilities at Fair Value | $ Current 75,111 Non-current 1,179,923 1,255,034 |
8. Derivative Liabilities_ Sc27
8. Derivative Liabilities: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Assumptions Dividend yield 0.00% Risk-free rate for term 0.21% - 0.59% Volatility 100%-105% Remaining terms (years) 1.00 - 1.5 Stock price ($ per share) 2.55 and 2.48 |
9. Stockholders' Deficiency_ Sc
9. Stockholders' Deficiency: Schedule of Share-based Compensation, Activity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Share-based Compensation, Activity | No. of options Exercise Price Vested options Unvested options # $ # # As at December 31, 2015 167,500 0.0001 - 167,500 Adjustment* 33,000 - - 33,000 As at March 31, 2016 200,500 0.0001 - 200,500 |
9. Stockholders' Deficiency_ 29
9. Stockholders' Deficiency: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Tables/Schedules | |
Schedule of Stockholders' Equity Note, Warrants or Rights | No. of broker warrants Weighted Average Exercise Price # $ As at December 31, 2015 271,742 1.2000 Adjustment* 53,533 (0.1970) As at March 31, 2016 325,275 1.0030 * As explained above, on February 2, 2016 all outstanding broker warrants have been increased by a factor of 1.197. Warrants The outstanding warrants as at March 31, 2016 will expire by October 2016 as detailed below. No. of warrants Weighted Average Exercise Price # $ As at December 31, 2015 380,000 1.0000 Adjustment* 74,860 (0.1970) As at March 31, 2016 454,860 0.8030 |
3. Going Concern (Details)
3. Going Concern (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Details | ||
Accumulated deficit | $ 10,497,925 | $ 9,228,774 |
6. Accounts Payable and Accru31
6. Accounts Payable and Accrued Liabilities: Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Details | ||
Accounts Payable, Trade, Current | $ 447,735 | $ 274,055 |
Accrued compensation and other | $ 15,593 | $ 139,218 |
7. Convertible Promissory Not32
7. Convertible Promissory Notes: Convertible Debt (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | ||
Details | ||||
Accreted value of Convertible Promissory Notes | $ 783,778 | |||
Face Value Convertible Promissory Note Issued | $ 175,000 | |||
Discount Recognized due to Embedded Derivatives | (74,855) | |||
Accretion expense | [1] | 73,572 | ||
Accreted Value of Convertible Notes | $ 957,495 | |||
[1] | See Note 7 |
7. Convertible Promissory Not33
7. Convertible Promissory Notes: Convertible Debt Table Text Block (Details) | Mar. 31, 2016USD ($) |
Details | |
Convertible Debt, Current | $ 102,744 |
Convertible Debt, Noncurrent | $ 854,751 |
8. Derivative Liabilities_ Sc34
8. Derivative Liabilities: Schedule of Derivative Assets at Fair Value (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | |
Derivative liabilities | [1] | $ 75,111 | |
Convertible Notes/warrants | |||
Derivative liabilities | 1,146,851 | $ 480,952 | |
Derivative Liability, Fair Value, Gross Liability | 74,855 | ||
Change in Fair Value of Derivatives | 591,044 | ||
Broker Warrants | |||
Derivative liabilities | 108,183 | 80,268 | |
Change in Fair Value of Derivatives | 27,915 | ||
Total | |||
Derivative liabilities | 1,255,034 | $ 561,220 | |
Derivative Liability, Fair Value, Gross Liability | 74,855 | ||
Change in Fair Value of Derivatives | $ 618,959 | ||
[1] | See Note 8 |
8. Derivative Liabilities_ Sc35
8. Derivative Liabilities: Schedule of Derivative Liabilities at Fair Value (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | |
Details | |||
Derivative liabilities | [1] | $ 75,111 | |
Derivative Liability, Noncurrent | $ 1,179,923 | ||
[1] | See Note 8 |
8. Derivative Liabilities_ Sc36
8. Derivative Liabilities: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - Assumptions | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Assumptions, Expected Volatility Rate | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.21% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 0.59% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 100.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 105.00% |
Remaining Term 1 | 1 |
Remaining Term 2 | 1.5 |
Stock Price | 2.55 |
Stock Price2 | 2.48 |
9. Stockholders' Deficiency (De
9. Stockholders' Deficiency (Details) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Details | ||
Common Stock, Shares Authorized | 125,000,000 | 100,000,000 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 1,000,000 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
9. Stockholders' Deficiency_ 38
9. Stockholders' Deficiency: Schedule of Share-based Compensation, Activity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 200,500 | 167,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.0001 | $ 0.0001 |
Share Based Compensation Arrangement by Share Based Payment Award Unvested Options | 200,500 | 167,500 |
Options Adjusted | 33,000 | |
Share Based Compensation Arrangement by Share Based Payment Award Unvested Options Adjusted | 33,000 |
9. Stockholders' Deficiency_ 39
9. Stockholders' Deficiency: Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Broker Warrants Outstanding | 325,275 | 271,742 |
Broker Warrants Outstanding Exercise Price | $ 1.0030 | $ 1.2000 |
Broker Warrants Outstanding Adjusted | 53,533 | |
Broker Warrants Outstanding Adjusted Exercise Price | $ (0.1970) |
9. Stockholders' Deficiency_ 40
9. Stockholders' Deficiency: Schedule of Product Warranty Liability (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Details | ||
Schedule of Product Warranty Liability | # | |
Class of Warrant or Right, Outstanding | 454,860 | 380,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.8030 | $ 1 |
Warrants Adjusted | 74,860 | |
Warrants Adjusted Exercise Price | $ (0.1970) |
10. Related Party Transactions
10. Related Party Transactions (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Details | ||
Increase (Decrease) in Due to Officers and Stockholders | $ 43,680 | $ 60,427 |
11. Commitments (Details)
11. Commitments (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Jul. 05, 2015 | Dec. 31, 2014 | Sep. 14, 2014 | |
Oil and Gas Property, Lease Operating Expense | $ 16,530 | ||||
CardioComm | |||||
Amortization of Advance Royalty | $ 224,775 | ||||
Other Commitment | $ 584,415 | ||||
Other Research and Development Expense | $ 65,520 | $ 72,513 | |||
iMedical | |||||
Oil and Gas Property, Lease Operating Expense | $ 3,910 | ||||
Consulting services | $ 1,092 |