Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Jun. 30, 2016 | |
Document and Entity Information: | ||
Entity Registrant Name | BIOTRICITY INC. | |
Document Type | S1 | |
Document Period End Date | Sep. 30, 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 | 17,045,964 | |
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 | FY |
Biotricity, Inc. - Balance Shee
Biotricity, Inc. - Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CURRENT ASSETS | ||||
Cash | $ 23,783 | $ 410,601 | $ 448,599 | |
Harmonized sales tax recoverable | 14,866 | 36,291 | 71,336 | |
Deposits and other receivables | 45,407 | 72,202 | ||
Total Current Assets | 84,056 | 519,094 | 519,935 | |
Equipment | [1] | |||
TOTAL ASSETS | 84,056 | 519,094 | 519,935 | |
Current Liabilities: | ||||
Convertible promissory notes | [2] | 723,710 | ||
Derivative liabilities | [3] | 1,113,290 | ||
Accounts payable and accrued liabilities | [4] | 760,373 | 413,273 | 176,039 |
Total current liabilities | 2,597,373 | 413,273 | 176,039 | |
Convertible promissory note | [2] | 783,778 | ||
Derivative liabilities | [3],[4] | 561,220 | ||
TOTAL LIABILITIES | 2,597,373 | 1,758,271 | 176,039 | |
Stockholders' Deficiency (Equity): | ||||
Preferred stock | [5] | 1 | 1 | 1 |
Common stock | [6] | 26,169 | 25,000 | 22,028 |
Common stock to be issued | [7] | |||
Additional paid-in capital | 11,634,660 | 7,982,598 | 4,347,478 | |
Accumulated other comprehensive loss | (289,212) | (18,002) | 17,311 | |
Accumulated deficit | (13,884,935) | (9,228,774) | (4,042,922) | |
TOTAL STOCKHOLDERS' DEFICIENCY | (2,513,317) | (1,239,177) | 343,896 | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 84,056 | 519,094 | 519,935 | |
Commitments | [8] | |||
Subsequent events | [9] | |||
Going Concern | [10] | |||
[1] | See Equitpment Note | |||
[2] | See Convertible Promissory Note | |||
[3] | See Derivative Liabilities Note | |||
[4] | See Accounts Payable and Accrued Liabilities Note | |||
[5] | $0.001 par value; 10,000,000 shares authorized at September 30, 2016 (December 31, 2015 and December 31, 2014: 1,000,000), 1 share issued and outstanding as at September 30, 2016, December 31, 2015, and December 31, 2014, respectively. See Stockholders' Deficiency Note | |||
[6] | $0.001 par value; 125,000,000 authorized as at September 30, 2016 (December 31, 2015 and December 31, 2014: 100,000,000), 17,045,964 outstanding shares at September 30, 2016, 15,876,947 outstanding common shares as at December 31, 2015, 12,905,394 issued and outstanding as at December 31, 2014 and exchangeable shares of 9,123,031 as at September 30, 2016, December 31, 2015 and December 31, 2014, respectively. See Stockholders' Deficiency Note | |||
[7] | See Stockholders' Deficiency Note | |||
[8] | See Commitments Note | |||
[9] | See Subsequent Events Note | |||
[10] | See Going Concern Note |
Statement of Financial Position
Statement of Financial Position - Parenthetical - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position | |||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 1 | 1 | 1 |
Preferred Stock, Shares Outstanding | 1 | 1 | 1 |
Common Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 125,000,000 | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued | 17,045,964 | 15,876,947 | 12,905,394 |
Common Stock, Shares Outstanding | 17,045,964 | 15,876,947 | 12,905,394 |
Biotricity, Inc. - Statements o
Biotricity, Inc. - Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Income Statement | |||||||
Revenue | |||||||
Expenses: | |||||||
General and administrative expenses | [1] | 1,155,016 | 900,358 | 2,024,540 | 2,801,868 | 3,986,550 | 873,541 |
Research and development expenses | [2] | 248,048 | 326,206 | 755,907 | 891,719 | 1,143,453 | 832,661 |
Total Operating Expenses | 1,403,064 | 1,226,564 | 2,780,447 | 3,693,587 | 5,130,003 | 1,706,202 | |
Accretion expense | [3] | 473,552 | 3,014 | 667,655 | 3,014 | 59,875 | |
Change in fair value of derivative liabilities | [4] | 465,832 | (2,679) | 1,208,059 | (2,679) | (4,026) | |
Net loss before income taxes | (2,342,448) | (1,226,899) | (4,656,161) | (3,693,922) | (5,185,852) | (1,706,202) | |
Income taxes | |||||||
Net loss | (2,342,448) | (1,226,899) | (4,656,161) | (3,693,922) | (5,185,852) | (1,706,202) | |
Translation adjustment | (80,101) | (31,388) | (271,210) | 28,257 | (35,313) | 3,050 | |
Net loss and comprehensive loss | $ (2,422,549) | $ (1,258,287) | $ (4,927,371) | $ (3,665,665) | $ (5,221,165) | $ (1,703,152) | |
Loss per share, basic and diluted | $ (0.09) | $ (0.08) | $ (0.2000) | $ (0.2300) | $ (0.24) | $ (0.09) | |
Weighted average number of common shares outstanding | 25,542,107 | 16,268,679 | 25,180,688 | 15,989,099 | 21,852,834 | 19,747,949 | |
[1] | See Stockholders' Deficiency and Related Party Transaction Note | ||||||
[2] | See Commitments Note | ||||||
[3] | See Convertible Promissory Note | ||||||
[4] | See Derivative Liabilities Note |
Biotricity, Inc. Statements of
Biotricity, Inc. Statements of Stockholders' (Deficiency) Equity - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated other comprehensive (loss) income | Accumulated Deficit |
Balance, Value at Dec. 31, 2013 | $ 102,187 | $ 1 | $ 15,088 | $ 2,409,557 | $ 14,261 | $ (2,336,720) |
Balance, Shares at Dec. 31, 2013 | 1 | 15,088,219 | ||||
Issuance of shares for cash, Value | 545,278 | $ 1,400 | 543,878 | |||
Issuance of shares for cash, Shares | 1,400,490 | |||||
Issuance of shares for services, Value | 66,179 | $ 170 | 66,009 | |||
Issuance of shares for services, Shares | 169,974 | |||||
Issuance of warrants for services | 400,335 | 400,335 | ||||
Acquisition of net liabilities and shares outstanding- reverse merger, Value | (237,348) | $ 3,950 | (241,298) | |||
Acquisition of net liabilities and shares outstanding- reverse merger, Shares | 3,950,100 | |||||
Issuance of shares and warrants for cash, Value | 1,104,229 | $ 1,240 | 1,102,989 | |||
Issuance of shares and warrants for cash, Shares | 1,240,092 | |||||
Exercise of warrants for cash, Value | 66,188 | $ 180 | 66,008 | |||
Exercise of warrants for cash, Shares | 179,550 | |||||
Translation adjustment | 3,050 | 3,050 | ||||
Net loss | (1,706,202) | (1,706,202) | ||||
Balance, Value at Dec. 31, 2014 | 343,896 | $ 1 | $ 22,028 | 4,347,478 | 17,311 | (4,042,922) |
Balance, Shares at Dec. 31, 2014 | 1 | 22,028,425 | ||||
Issuance of warrants for services | 672,749 | 672,749 | ||||
Exercise of warrants for cash, Value | 707,196 | $ 898 | 706,298 | |||
Exercise of warrants for cash, Shares | 897,750 | |||||
Translation adjustment | (35,313) | (35,313) | ||||
Net loss | (5,185,852) | (5,185,852) | ||||
Cancellation of shares, Value | (89) | $ (1,317) | 1,228 | |||
Stock based compensation | 2,257,953 | 2,257,953 | ||||
Exercise of stock option plan, Value | 283 | $ 3,391 | (3,108) | |||
Exercise of stock option plan, Shares | 3,390,503 | |||||
Balance, Value at Dec. 31, 2015 | (1,239,177) | $ 1 | $ 25,000 | $ 7,982,598 | $ (18,002) | $ (9,228,774) |
Balance, Shares at Dec. 31, 2015 | 1 | 24,999,978 | ||||
Translation adjustment | (271,210) | |||||
Net loss | (4,656,161) | |||||
Stock based compensation | 196,142 | |||||
Balance, Value at Sep. 30, 2016 | $ (2,513,317) |
Biotricity, Inc. - Statements 6
Biotricity, Inc. - Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Cash flow from operating activities: | |||||||
Net loss | $ (2,342,448) | $ (1,226,899) | $ (4,656,161) | $ (3,693,922) | $ (5,185,852) | $ (1,706,202) | |
Adjustments to reconcile net loss to net cash used in operations | |||||||
Stock based compensation | 196,142 | 1,849,916 | 2,257,953 | ||||
Shares and warrants issued for services | 443,677 | 366,528 | |||||
Depreciation | 9,051 | ||||||
Issuance of shares for consulting services | 66,179 | ||||||
Accretion expense | [1] | 473,552 | 3,014 | 667,655 | 3,014 | 59,875 | |
Change in fair value of derivative liabilities | [2] | 465,832 | (2,679) | 1,208,059 | (2,679) | (4,026) | |
Issuance of warrants for services | 672,749 | 400,335 | |||||
Changes in operating assets and liabilities: | |||||||
Harmonized sales tax recoverable | 23,381 | 37,289 | 25,437 | (73,578) | |||
Accounts payable and accrued liabilities | 327,519 | 15,506 | 287,629 | (77,570) | |||
Deposits and other receivables | 30,453 | (77,740) | |||||
Net Cash used in operating activities | (1,759,275) | (1,424,348) | (1,963,975) | (1,381,785) | |||
Cash flows from financing activities: | |||||||
Proceeds from issuance of shares, net | 1,649,507 | ||||||
Proceeds from exercise of warrants | 105,500 | 707,196 | 707,196 | 66,188 | |||
Proceeds from issuance of convertible promissory notes | 1,524,200 | 565,350 | 1,289,149 | ||||
Proceeds from exercise of stock option | 283 | ||||||
Net Cash provided by financing activities | 1,629,700 | 1,272,546 | 1,996,628 | 1,715,695 | |||
Net (decrease) increase in cash | (129,575) | (151,802) | 32,653 | 333,910 | |||
Effect of foreign currency translation | (257,243) | 11,340 | (70,651) | (1,067) | |||
Cash, beginning of period | 410,601 | 448,599 | 448,599 | 115,756 | |||
Cash, end of period | $ 23,783 | $ 308,137 | $ 23,783 | $ 308,137 | $ 410,601 | $ 448,599 | |
[1] | See Convertible Promissory Note | ||||||
[2] | See Derivative Liabilities Note |
Nature of Operations
Nature of Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes | ||
Nature of Operations | 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 iMedical’s 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 Company’s 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. | 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. Sensor Mobility Inc. (“Sensor”) was incorporated on July 22, 2009 under the laws of the Province of Ontario, Canada. Sensor was engaged in research and development activities within the remote monitoring segment of preventative care. On August 11, 2014, all the stockholders of Sensor entered into a series of roll over agreements for the sale of their shares to iMedical in accordance with section 85 (1) of the Income Tax Act (Canada). Pursuant to these agreements, all the stockholders of Sensor received twice the number of shares of iMedical in exchange for their shares in Sensor. Accordingly, iMedical issued 14,159,911 (11,829,500 Pre-Exchange Agreement – as defined below under paragraph 7) shares in exchange for 7,079,955 (5,914,750 Pre-Exchange Agreement) shares of Sensor, which were subsequently cancelled as a result of amalgamation. The amalgamation became effective from November 21, 2014, pursuant to approval by Canada Revenue Agency. Immediately prior to the Amalgamation, Biotricity had net liabilities of $ 237,348 and 3,950,100 (3,300,000 Pre-Exchange Agreement) outstanding shares of common stock, which are presented in the consolidated financial statements. As the former stockholders of Sensor became the majority stockholders of iMedical after amalgamation, this transaction has been accounted for as a reverse merger and was treated as an acquisition of iMedical (legal acquirer) and a recapitalization of Sensor (accounting acquirer). As Sensor was the accounting acquirer, the results of its operations carried over. Consequently, the assets and liabilities and the historical operations reflected in the consolidated financial statements for the periods prior to November 21, 2014, are those of Sensor and are recorded at historical cost basis. Effective from November 21, 2014, the Company’s financial statements include the assets, liabilities and operations of iMedical. 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 (the “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 Innovation Inc., a company existing under the laws of Canada, and the former shareholders of iMedical, 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 consolidated financial statements. These subsidiaries were solely used for the issuance of exchangeable shares in the reverse merger transaction and have no other transactions or balances. After giving effect to this transaction, the Company acquired all of iMedical’s 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. As the former stockholders of iMedical became the majority stockholders of the Company after amalgamation, this transaction has been accounted for as a reverse merger and was treated as an acquisition of the Company (legal acquirer) and a recapitalization of iMedical (accounting acquirer). As iMedical was the accounting acquirer, the results of its operations were carried over. Consequently, the assets and liabilities and the historical operations reflected in the consolidated financial statements are those of iMedical and are recorded at historical cost basis. These consolidated financial statements have been prepared to reflect recapitalization of capital retroactively adjusting the accounting acquirer’s (iMedical) legal capital to reflect the legal capital of the accounting acquiree (Biotricity) pursuant to Exchange Agreement dated February 2, 2016 as explained in above paragraphs and Note 9 to the consolidated financial statements. |
Basis of Presentation and Measu
Basis of Presentation and Measurement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes | ||
Basis of Presentation and Measurement | 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 (“US GAAP”) 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 Biotricity’s 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 iMedical’s 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 nine months ended September 30, 2016, are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. The Company’s fiscal year-end is December 31. | BASIS OF PRESENTATION AND MEASUREMENT The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in United States dollars (“USD”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. Significant intercompany accounts and transactions have been eliminated. |
Going Concern
Going Concern | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes | ||
Going Concern | 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 30, 2016 has a working capital deficiency of $ 2,513,317 (December 31, 2015: $105,821 working capital surplus) and an accumulated deficit of $ 1 ,884,935 (December 31, 2015: $ 9,228,774 ). 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 (as explained in Notes 6 and 11). The CompanyÂ’s 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. | GOING CONCERN The 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 December 31, 2015 and December 31, 2014 had accumulated deficit of $9,228,774 and $4,042,922, respectively. 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 CompanyÂ’s 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 financial statements. The 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes | ||
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash 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 derivatives, convertible promissory notes 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 Board’s (“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 30, 2016. Foreign Currency Translation Equipment Impairment of Long-Lived Assets 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 management’s 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 Company’s 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, due to stockholders, deposits and other receivables, convertible promissory notes, derivative liabilities, and accounts payable. The Company's cash and derivative liabilities, which are carried at fair value, are classified as a Level 1 financial instruments. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. Income Taxes Research and Development Stock Based Compensation Operating Leases Convertible Notes Payable and Derivative Instruments 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 employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the Company’s 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 Company’s 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 intend to adopt this pronouncement on January 1, 2017, and the adoption is not expected to have a material impact on the Company’s 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 the Company determined the effect that the adoption of the pronouncement may have on its financial position and/or results of operations. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash Cash includes cash on hand and balances with banks. Use of Estimates The preparation of 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 consolidated 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 Board’s (“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 December 31, 2015 and 2014. Foreign Currency Translation The functional currency of the Canadian based company is the Canadian dollar and US based company is USD. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders’ equity. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. Equipment Equipment are stated at cost less accumulated depreciation and depreciated over their estimated useful lives at the following rate and method. Furniture and fixtures Computer equipment 3 year straight line 3 year straight line Routine repairs and maintenance are expensed as incurred. Improvements, that are betterments, are capitalized at cost. The Company applies a half year rule in the year of acquisition. Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset or asset group, discounted at a rate commensurate with the risk involved. 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 management’s 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 Company’s 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 Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. Income Taxes The Company accounts for income taxes in accordance with ASC 740. The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. Research and Development Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved . Stock Based Compensation The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. Operating Leases The Company leases office space and certain office equipment under operating lease agreements. The lease term begins on the date of initial possession of the leased property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease term. Convertible Notes Payable and Derivative Instruments The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. Recently Issued Accounting Pronouncements On January 1, 2015, the Company adopted the accounting pronouncement issued by the FASB updating existing guidance on discontinued operations. This guidance raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. This pronouncement is aimed at reducing the frequency of disposals reported as discontinued operations by focusing on strategic shifts that have or will have a major effect on an entity’s operations and financial results. The Company will consider this guidance in conjunction with future disposals, if any. In April 2015, an accounting pronouncement was 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. This pronouncement is effective retrospectively for fiscal years beginning after December 15, 2015, with early adoption permitted. The Company intend to adopt this pronouncement on January 1, 2016, and the adoption will not have a material impact on its financial position and/or results of operations. In September 2015, an accounting pronouncement was 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. This pronouncement is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. The Company intend to adopt this pronouncement on January 1, 2016, and the adoption will not have a material impact on its 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 intend 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 January 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 Company’s consolidated financial position and/or results of operations. In addition, the Company also 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 consolidated 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’s consolidated 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 the Company’s consolidated financial position and/or results of operations. 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 consolidated income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the consolidated 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 employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial position and/or results of operations. |
Equipment
Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes | ||
Equipment | EQUIPMENT | EQUIPMENT As at December 31, 2015 As at December 31, 2014 $ $ Furniture 41,272 41,272 Computer equipment 27,826 27,826 Total cost 69,098 69,098 Less: Accumulated depreciation (69,098) (69,098) - - |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes | ||
Accounts Payable and Accrued Liabilities | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As at December 31, 2015 As at December 31, 2014 $ $ Trade accounts payable 274,055 130,913 Accrued liabilities 139,218 45,126 413,273 176,039 | |
Accounts Payable and Accrued Liabilities | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As at September 30, 2016 As at December 31, 2015 $ $ Trade accounts payable 629,047 274,055 Accrued liabilities 131,326 139,218 760,373 413,273 Accounts payable include $116,075 (2015: $14,113) due to an entity owned by a shareholder of the Company in connection with consulting charges, which is unsecured, non-interest bearing and due on demand. |
Convertible Promissory Notes
Convertible Promissory Notes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes | ||
Convertible Promissory Notes | 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 in face value. 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 broker. The broker received 3% in cash and warrants for those investors introduced by the Company. The warrants have a term of 24 months and a similar reset provision based on future financings. Pursuant to the conversion provisions, in August 2016, the Company converted the promissory notes, in the aggregate face value of $1,368,978, into 912,652 shares of common shares as detailed below. The fair value of the common shares was $2,907,912 and $1,538,934 was allocated to the related derivative liabilities (see note 7) and the balance to the carrying value of the notes. Accreted value of convertible promissory notes as of December 31, 2015 $ 783,778 Accretion expense 585,200 Conversion of the notes transferred to equity (1,368,978) Face value of convertible promissory notes as of September 30, 2016 $ - During the nine months ended September 2016, Biotricity commenced a bridge offering of up to an aggregate of $2,500,000 of convertible promissory notes and issued to various investors note in the aggregate face value of amounting to $1,655,000. 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 all outstanding accrued interest is converted into common stock based on the average of the lowest 3 trading days volume weighted average price (“VWAP”) over the last 10 trading days 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 maturity date of the notes, the Company will also issue warrants exercisable into a number of shares of the Company securities equal to (i) in the case of a Qualified Financing, the number of shares issued upon conversion of the Note and (ii) in all other cases, the number of shares of the Company's common stock equal to the quotient obtained by dividing the outstanding balance by 2.00. In connection with the bridge offering, the Company incurred a brokerage commission expense of $130,800. During the nine months ended September 30, 2016: Face value of convertible promissory notes issued $ 1,655,000 Discount recognized at issuance due to embedded derivatives $ (882,945) Financing costs $ (130,800) Accretion expense $ 82,455 Accreted value of convertible promissory notes as of September 30, 2016 $ 723,710 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 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 debentures 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. 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 details of the outstanding convertible promissory notes are as follows: $ Face value of convertible promissory notes issued during the year 1,368,978 Discount recognised at issuance due to embedded derivatives (479,479) Cash issuance costs (79,829) Fair value of broker warrants at issuance (85,767) Accretion expense for the year 59,875 Accreted value of convertible promissory notes as at December 31, 2015 783,778 v The Company incurred $79,829 in cash as issuance costs and issued 51,664 (43,161 Pre-Exchange Agreement) broker warrants. The cash issuance costs and fair value of these warrants at issuance have been adjusted against the liability and accreted over the term of these notes using an effective interest rate ranging from 20.5% to 30.5%. As explained in detail in Note 9, all outstanding convertible promissory notes were exchanged/adjusted pursuant to Share Exchange Agreement dated February 2, 2016. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes | ||
Derivative Liabilities | 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 Broker warrants Total Derivative liabilities as at December 31, 2015 $ 480,952 $ 80,268 $ 561,220 Derivative fair value at issuance 882,945 - 882,945 Transferred to equity upon conversion of notes (Notes 6 and 8) (1,538,934) - (1,538,934) Change in fair value of derivatives 1,209,097 (1,038) 1,208,059 Derivative liabilities as at September 30, 2016 $ 1,034,060 $ 79,230 $ 1,113,290 The lattice methodology was used to value the derivative components, using the following assumptions at issuance and during the nine months ended September 30, 2016: Assumptions Dividend yield 0.00% Risk-free rate for term 0.29% - 0.49% Volatility 102%-105% Remaining terms (years) 0.46 - 1.0 Stock price ($ per share) 1.49 and 3.00 The projected annual volatility curve for valuation at issuance and period end was based on the comparable companyÂ’s annual volatility. The Company used market trade stock prices at issuance and period end date. | DERIVATIVE LIABILITIES In connection with the sale of debt or equity instruments, the Company may sell options or warrants to purchase our common stock. In certain circumstances, these options or warrants may be 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 and related issuance of broker warrants are as follows: Convertible notes Broker warrants Total $ $ $ Derivative fair value at issuance 479,479 85,767 565,246 Change in fair value of derivatives during the year 1,473 (5,499) (4,026) Derivative liabilities as at December 31, 2015 480,952 80,268 561,220 The lattice methodology was used to value the convertible notes issued and the related broker warrants, with the following assumptions: December 31 Assumptions 2015 Dividend yield 0.00% Risk-free rate for term 0.33%-0.72% Volatility 98%-100% Remaining terms (years) 1.72-2 Stock price ($ per share) 2 |
Stockholders' Deficiency
Stockholders' Deficiency | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes | ||
Stockholders' Deficiency | STOCKHOLDERS’ DEFICIENCY Authorized stock As at September 30, 2016, the Company is authorized to issue 125,000,000 (December 31, 2015 – 100,000,000) shares 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). I n contemplation of the acquisition of iMedical on February 2, 2016, the Company’s Board of Directors and shareholders approved the Issued and outstanding stock a) Acquisition transaction 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 acquirer’s legal capital to reflect the legal capital of the accounting acquiree. At September 30, 2016 and December 31, 2015 there were 17,045,964 and 15,876,947, respectively, shares of common stock issued and outstanding. Additionally, as of September 30, 2016, there were 9,123,031 outstanding exchangeable shares. There is currently one share of the Special Voting Preferred Stock issued and outstanding held by one holder of record, which is the Trustee in accordance with the terms of the Trust Agreement. Out of outstanding common stock of 17,045,964 as at September 30, 2016, 750,000 are held in escrow and subject to forfeiture in the event the Company does not raise at least $6 million by May 2, 2017 with provisions for pro rata adjustments for the financing raised so far. b) Share issuances During the quarter ended September 30, 2016, as explained in Note 6, the Company issued 912,652 common stock in connection with the conversion of notes. During the quarter ended September 30, 2016, the Company issued an aggregate of 125,000 shares of common stock to five consultants. $375,000 representing the fair value of the shares issued were charged to operations. The Company issued an aggregate of 131,365 shares of its common stock upon exercise of warrants and received $105,500 of exercise cash proceeds. c) Warrant issuances During the quarter ended September 30, 2016, the Company issued 65,000 warrants in connection with consulting services. These warrants were fair valued amounting to approximately $68,677 and were charged to the statement of operations. d) 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. As of September 30, 2016 and December 31, 2015, there were 200,500 outstanding options at an exercise price of $.0001. These options now represent the right to purchase shares of the Company’s common stock using the same exchange ratio of approximately 1.197:1. No other grants will be made under this plan. In addition, on February 2, 2016, the Board of Directors of the Company approved 2016 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to advance the interests of the participating company group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the participating company group and by motivating such persons to contribute to the growth and profitability of the participating company group. The Plan seeks to achieve this purpose by providing for awards in the form of options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units and other stock-based awards. The Plan shall continue in effect until its termination by the Committee; provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date. The maximum number of shares of stock that may be issued under the Plan pursuant to awards shall be equal to 3,750,000 shares; provided that the maximum number of shares of stock that may be issued under the Plan pursuant to awards shall automatically and without any further Company or shareholder approval, increase on January 1 of each year for not more than 10 years from the Effective Date, so the number of shares that may be issued is an amount no greater than 15% of the Company’s outstanding shares of stock and shares of stock underlying any outstanding exchangeable shares as of such January 1; provided further that no such increase shall be effective if it would violate any applicable law or stock exchange rule or regulation, or result in adverse tax consequences to the Company or any participant that would not otherwise result but for the increase. During the quarter months ended September 30, 2016, the Company granted an officer options to purchase an aggregate of 2,499,998 shares of common stock at an exercise price of $2.20. The options have a three year vesting and the fair value of the options are expensed over a three year period. During the nine months ended September 30, 2016, $196,142 was charged to operations as stock based compensation costs for the options. The following assumptions were used to value the options: Exercise price ($) 0.00 Risk free interest rate 0.69 % Expected term (Years) 3.00 Expected volatility 103 % Expected dividend yield 0 % Expected forfeiture (attrition) rate 0.00 % At September 30, 2016 the Company had the following warrant securities outstanding: Broker warrants Consultant warrants Warrants with convertible notes (Note 6) Total December 31, 2015 271,742 380,000 - 651,742 RTO adjustment* 53,503 74,860 - 128,363 After RTO 325,245 454,860 - 780,105 Less: Exercised (131,365) - (131,365) Less: Expired (245,695) - (245,695) Add: Issued 65,000 827,500 892,500 As at September 30, 2016 325,245 142,800 827,500 1,295,545 Exercise price $ 1.00 $ 0.81-$2.00 $ 2.00 Expiration date September 2017 to May 2018 October 2016 - August 2019 March 2021 to September 2021 *As explained above, on February 2, 2016 all outstanding warrants have been increased by a factor of 1.197. During the nine months ended September 30, 2016, 245,695 warrants expired unexercised. | STOCKHOLDERS’ DEFICIENCY Exchange Agreement As explained in detail in Note 1 to the 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 acquirer’s legal capital to reflect the legal capital of the accounting acquiree as at January 1, 2014. The following equity movement includes the retroactive adjustments of above transaction. Authorized stock As at December 31, 2015, the Company is authorized to issue 100,000,000 (2014: 100,000,000) shares of common stock ($0.001 par value) and 1,000,000 (2014: 1,000,000) shares of preferred stock ($0.001 par value). Issued and outstanding stock During April 2014, Sensor entered into agreements for issuance of warrants against services with four of its then stockholders and issued 568,575 (475,000 Pre-Exchange Agreement) warrants entitling those stockholders to purchase one common share against each warrant at an exercise price of $0.38 ($0.46 Pre-Exchange Agreement) per warrant to be exercised within one year from the issuance date. The fair value of the warrants on the issuance date was $400,335, which is included as consulting charges in general and administrative expenses during the year ended December 31, 2014 with corresponding credit to additional paid-in-capital. The fair value has been estimated using a multi-nomial lattice model with an expected life of 365 days, dividend yield of 0%, stock price of $0.46, a risk free rate of 0.06% and expected volatility of 105%, determined based on comparable companies historical volatilities. Pursuant to roll over agreements dated August 11, 2014, as described in Note 1, all the above warrants which were issued by Sensor were cancelled and were reissued by Biotricity Inc. During June and July 2014, Sensor issued 1,400,490 (1,170,000 Pre-Exchange Agreement) common shares through various subscription agreements issue at price of $ 0.39 ($0.47 Pre-Exchange Agreement) for aggregate cash proceeds of $ 545,278 . During July 2014, Sensor issued 169,974 (142,000 Pre-Exchange Agreement) common shares for consulting services at fair value of $ 0.39 ($0.47 Pre-Exchange Agreement) per share, determined based on recent private placements. Accordingly, the Company recognized $ 66,179 as consulting expenses, which are included in general and administrative expenses during the year ended December 31, 2014 with corresponding credit to common stock and additional paid in capital . As described in Note 1, On August 11, 2014, all the stockholders of Sensor entered into a series of roll over agreements for the sale of their shares to iMedical Inc. in accordance with section 85 (1) of the Income Tax Act (Canada). Pursuant to these agreements, all the stockholders of Sensor received twice the number of shares of iMedical in exchange for their shares in Sensor. Accordingly, iMedical issued 14,159,911 (11,829,500 Pre-Exchange Agreement) shares in exchange for 7,079,955 (5,914,750 Pre-Exchange Agreement) shares of Sensor, which were subsequently cancelled as a result of amalgamation. The amalgamation became effective from November 21, 2014, pursuant to approval by Canada Revenue Agency. Immediately prior to Amalgamation, iMedical had net liabilities of $237,348 and 3,950,100 (3,300,000 Pre-Exchange Agreement ) outstanding shares of common stock, which are presented in the consolidated financial statements. During November 2014, iMedical issued 1,240,092 (1,036,000 Pre-Exchange Agreement ) units at an exercise price of $ 0.92 ($1.10 Pre-Exchange Agreement ) and received gross cash proceeds of $ 1,142,837 (net proceeds of $1,104,229). Each unit comprised of 1,240,092 (1,036,000 Pre-Exchange Agreement ) common shares and 1,860,138 (1,554,000 Pre-Exchange Agreement ) warrants to be exercised at $ 0.92 ($1.10 Pre-Exchange Agreement ) within 120 to 270 days from the date of issuance. In connection with the proceeds received, the Company paid in cash $38,609 as finder’s fees and issued 61,142 (51,080 Pre-Exchange Agreement ) broker warrants to be exercised at $0.92 ( $1.10 Pre-Exchange Agreement) within 365 days from the date of issuance. The fair value of these warrants amounting to $ 246,671 has been estimated using a multi-nomial lattice model with an expected life of 365 days, dividend yield of 0%, stock price of $1.10, a risk free rate ranging from 0.02% to 0.07% and expected volatility of 89%, determined based on comparable companies historical volatilities. The fair value of these warrants were allocated to cash with corresponding credit to additional paid-in-capital. During May 2015, 962,388 (804,000 Pre-Exchange Agreement ) warrants expired out of total issuance of 1,860,138 (1,554,000 Pre-Exchange Agreement ). In addition during November 2014, 179,550 (150,000 Pre-Exchange Agreement) warrants were exercised at a price of $ 0.37 ($0.44 Pre-Exchange Agreement) per share and the Company received cash proceeds of $ 66,188 , which has been credited to additional paid in capital. During March and May 2015, 598,500 (500,000 Pre-Exchange Agreement) warrants were exercised at a price of $ 0.84 ($1.01 Pre-Exchange Agreement) per share and the Company received gross cash proceeds of $ 500,584 (net proceeds of $470,758). In connection with the proceeds received, the Company paid in cash $ 35,420 as finder’s fees and issued 41,895 (35,000 Pre-Exchange Agreement) broker warrants which were fair valued at $ 5,594 and were allocated to cash with corresponding credit to additional paid-in-capital. The fair value has been estimated using a multi-nomial lattice model with an expected life of 365 days, dividend yield of 0%, stock price of $0.84 ($1.01 Pre-Exchange Agreement), a risk free rate ranging from 0.04% to 1.07% and expected volatility of 94%, determined based on comparable companies historical volatilities. During May 2015, the Company repurchased 1,316,700 (1,100,000 Pre-Exchange Agreement) of its outstanding common shares at cost from a related party, by virtue of significant influence. These shares were cancelled upon their repurchase. During August and September 2015, 299,250 (250,000 Pre-Exchange Agreement) warrants were exercised at a price of $ 0.88 ($1.05 Pre-Exchange Agreement) per share and the Company received gross cash proceeds of $ 253,800 (net proceeds of $236,438). In connection with the proceeds received, the Company paid in cash $ 17,362 as finder’s fees and issued 20,947 (17,500 Pre-Exchange Agreement) broker warrants which were fair valued at $ 14,627 and were allocated to cash with corresponding credit to additional paid-in-capital. The fair value has been estimated using a multi-nomial lattice model with an expected life of 24 months, a risk free rate ranging from 0.04% to 1.07%, stock price of $2 and expected volatility in the range of 98% to 100%, determined based on comparable companies historical volatilities. During September and October 2015, the Company entered into agreements for the issuance for a total of 724,185 (605,000 Pre-Exchange Agreement) warrants against services entitling to purchase one common share against each warrant at an exercise price of $ 0.84 ($1 Pre-Exchange Agreement ) per warrant to be exercised within 180 to 730 days from the issuance date. The fair value of the warrants on the issuance date was $ 672,749 , which is included as consulting charges in general and administrative expenses during the year ended December 31, 2015 with corresponding credit to additional paid-in-capital. The fair value has been estimated using a multi-nomial lattice model with an expected life ranging from 180 to 730 days, a risk free rate ranging from 0.04% to 1.07%, stock price of $2, annual attrition rate of 5% and expected volatility in the range of 98% to 100%, determined based on comparable companies historical volatilities. Issuance of preferred stock, common stock, exchangeable shares and cancellation of shares in connection with the reverse takeover transaction as explained above represents recapitalization of capital retroactively adjusting the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. At December 31, 2015 there were 15,876,947 (December 31, 2014: 12,905,394) shares of common stock issued and outstanding, respectively, and exchangeable shares of 9,123,031 as at December 31, 2015 and December 31, 2014. There is currently one share of the Special Voting Preferred Stock issued and outstanding held by one holder of record, which is the Trustee in accordance with the terms of the Trust Agreement . Out of outstanding common stock as at December 31, 2015, 750,000 are held in escrow and subject to forfeiture. Of the shares of Common Stock and exchangeable shares issued and outstanding approximately 22,500,000 of such shares are or would be restricted shares under the Securities Act. Stock-based compensation On March 30, 2015, the Company approved Directors, Officers and Employees Stock Option Plan, under which it authorized and issued 3,591,000 (3,000,000 Pre-Exchange Agreement) options. This plan was established to enable the Company to attract and retain the services of highly qualified and experience directors, officers, employees and consultants and to give such person an interest in the success of the Company. The fair value of each option granted is estimated at the time of grant using multi-nomial lattice model using the following assumptions: 2015 Exercise price ($) 0.0001 Risk free interest rate 0.04% to 1.07% Expected term (Years) 10 Expected volatility 94% Expected dividend yield 0% Fair value of option ($) 0.74 Expected forfeiture (attrition) rate 5% to 20% 50% of the grants will either vest immediately or at the time of FDA (Food and Drug Administration) filing date and 50% will vest upon Liquidity Trigger. Liquidity Trigger means the day on which the board of directors resolve in favour of i) the Company is able to raise a certain level of financing; ii) a reverse takeover transaction that results in the Company being a reporting issuer, and iii) initial public offering that results in the Company being a reporting issuer. These grants will expire on the tenth anniversary of the grant date. The risk free interest rate is based on the yield of U.S. Treasury securities that correspond to the expected holding period of the options. The volatility was determined based on comparable companies’ historical volatilities. The expected forfeiture (attrition) rates were based on the position of the employee receiving the options. The dividend yield was based on an expected future dividend rate for the period at the time of grant. The following table summarizes the stock option activities of the Company: Number of options Weighted average exercise price ($) Granted 3,591,000 0.0001 Exercised (3,390,503) 0.0001 Outstanding as of December 31, 2015 200,497 0.0001 The fair value of options at the issuance date were determined at $ 2,257,953 which were fully expensed during the year ended December 31, 2015 based on vesting period and were included in general and administrative expenses with corresponding credit to additional paid-in-capital. During the year ended December 31, 2015, 3,390,503 (2,832,500 Pre-Exchange Agreement) options were exercised by those employees who met the vesting conditions as described above. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes | ||
Income Taxes | INCOME TAXES | INCOME TAXES Income taxes The provision for income taxes differs from that computed at Canadian corporate tax rate of approximately 15.50% (2014 - 15.50%) as follows: Year ended December 31, 2015 Year ended December 31, 2014 $ $ Net loss for the year before income taxes (5,185,852) (1,706,202) Expected income tax recovery from net loss (803,807) (264,461) Non-deductible expenses 462,915 72,310 Other temporary differences (2,859) (116) Change in valuation allowance 343,751 192,267 - - Deferred tax assets As at December 31, 2015 As at December 31, 2014 $ $ Non-capital loss carry forwards 756,534 404,127 Other temporary differences 23,565 5,870 Change in valuation allowance (780,099) (409,997) - - As of December 31, 2015 and 2014, the Company determined that a valuation allowance relating to above deferred tax asset of the Company was necessary. This determination was based largely on the negative evidence represented by the losses incurred. The Company decided not to recognize any deferred tax asset, as it is not more likely than not to be realized. Therefore, a valuation allowance of $780,099 and $409,997, for the years ended December 31, 2015 and 2014, respectively, was recorded to offset deferred tax assets. As of December 31, 2015 and 2014, the Company has approximately $ 4,880,865 and $ 2,607,270 , respectively, of non-capital losses available to offset future taxable income. These losses will expire between 2032 to 2034. As of December 31, 2015 and 2014, the Company is not subject to any uncertain tax positions. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes | ||
Related Party Transactions | RELATED PARTY TRANSACTIONS The CompanyÂ’s transactions with related parties were carried out on normal commercial terms and in the course of the CompanyÂ’s 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 $ 60,000 and $ 151,302 for the three and nine months ended September 30, 2016 (2015: $ 35,716 and $ 166,677 ), respectively. | RELATED PARTY TRANSACTIONS The CompanyÂ’s transactions with related parties were carried out on normal commercial terms and in the course of the CompanyÂ’s business. Other than those disclosed elsewhere in the financial statements, the related party transactions are as follows: General and administrative expenses for the years ended December 31, 2015 and 2014 include consulting charges of $ 0 , and $ 66,179 , respectively in connection with issuance of shares/warrants to certain stockholders of the Company for their consulting services as explained in Note 9. In addition, the Company paid consulting charges in cash to its stockholders amounting to $249,145 and $198,611 for the years ended December 31, 2015 and 2014, respectively. |
Commitments
Commitments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes | ||
Commitments | COMMITMENTS a) On July 4, 2014, the Company entered into an operating lease contract for its office premises in Mississauga, Ontario for a one year term. The monthly lease payment was $3,910 which was increased to $ 7,931 . The lease agreement also include provisions of Cloud Hosting services at $2,737 per month and telephone and internet services at $1,173 per month. b) On January 8, 2016, the Company entered into a 40-month lease agreement for its office premises in California, USA. The monthly rent from the date of commencement to the 12th month is $ 16,530 , from the 13th to the 24th month is $17,026, from the 25th to the 36th month is $17,536, and the final 3 months is $18,062. | 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, Biotricity 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 years ended December 31, 2015 and 2014, Company paid $ 281,520 and $ 87,662 , 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 for a one year term. The monthly lease payment was $3,910 which was increased to $ 7,931 . The lease agreement also include provisions of Cloud Hosting services at $2,737 per month and telephone and internet services at $1,173 per month. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Notes | ||
Subsequent Events | SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events up to November 18, 2016, the date the financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events: During October and November 2016, the Company issued an aggregate of 85,625 common shares to consultants in connection with the services provided by them. The value of the services will be determined based on the market price on the date of issuance. Subsequent to quarter-end through October 31, 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 $575,000 unsecured convertible promissory notes pursuant to an offering to accredited investors for up to $2,500,000 (also refer Note 6). On October 31, 2016, the Company amended the escrow agreement relating to the 750,000 shares described in Note 8 above to reduce the number of shares held in escrow and subject to forfeiture from 750,000 to 458,750 shares of common stock, and to extend the forfeiture date from November 2, 2016 to May 2, 2017. The 458,750 shares are subject to a pro rata release to the holders thereof on May 2, 2017 to the extent the Company raises less than the $6,000,000, based on the aggregate amount raise through the bridge debt offering or otherwise. | SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events up to August 22, 2016, the date the financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent event: In contemplation of the acquisition of iMedical, on February 2, 2016, the Company’s Board of Directors approved the increase in authorized capital stock from 100,000,000 shares of common stock to 125,000,000 shares of common stock, with a par value of $0.001 per share, and from 1,000,000 shares of preferred stock to 10,000,000 shares of preferred stock, with a par value of $0.001 per share. 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. From March to June 2016, the Company commenced a bridge offering of up to an aggregate of $1,000,000 of convertible promissory notes to various investors amounting to $825,000. 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 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). During July and August 2016, the Company issued a total of 125,000 common shares to consultants in connection with the services provided by them. The value of the services will be determined based on the market price on the date of issuance. During July 2016, 110,742 warrants were exercised at an exercise price of $0.835. On August 1, 2016, the Company entered into a subscription agreement by and among the Company and the lending parties for the issuance of an aggregate principal amount of $425,000 unsecured convertible promissory notes pursuant to an offering to accredited investors for up to $2,500,000 (increased from the original amount of $1,000,000), of which $875,000 have previously been sold (also refer Note 7). On August 8, 2016 and August 12, 2016, the Company entered into a subscription agreement by and among the Company and the lending parties for the issuance of an aggregate principal amount of $300,000 unsecured convertible promissory notes pursuant to an offering to accredited investors for up to $2,500,000 (increased from the original $1,000,000) of which $1,150,000 have previously been sold. On August 12, 2016, the Company instituted a claim again a former employee involving a contract dispute, under which the Company is seeking damages of $777,800 (CAD 1,000,000) and declaration that all the shares for which the former employee has exercised an option are null and void. At present, neither the possible outcome nor the amount of possible settlement can be foreseen. Therefore, no amount relating to this claim has been recognized in the consolidated financial statements. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies: Cash (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Policies | ||
Cash | Cash | Cash Cash includes cash on hand and balances with banks. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies: Use of Estimates (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
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 derivatives, convertible promissory notes 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. | Use of Estimates The preparation of 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 consolidated 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. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies: Earnings (loss) Per Share (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Policies | ||
Earnings (loss) Per Share | Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Board’s (“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 30, 2016. | Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Board’s (“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 December 31, 2015 and 2014. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies: Foreign Currency Translation (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Policies | ||
Foreign Currency Translation | Foreign Currency Translation | Foreign Currency Translation The functional currency of the Canadian based company is the Canadian dollar and US based company is USD. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of the CompanyÂ’s Canadian subsidiaries from their functional currency into the CompanyÂ’s reporting currency of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholdersÂ’ equity. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies: Equipment (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Policies | ||
Equipment | Equipment | Equipment Equipment are stated at cost less accumulated depreciation and depreciated over their estimated useful lives at the following rate and method. Furniture and fixtures Computer equipment 3 year straight line 3 year straight line Routine repairs and maintenance are expensed as incurred. Improvements, that are betterments, are capitalized at cost. The Company applies a half year rule in the year of acquisition. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies: Impairment of Long-lived Assets (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Policies | ||
Impairment of Long-lived Assets | Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset or asset group, discounted at a rate commensurate with the risk involved. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
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 management’s 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 Company’s 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 Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. | |
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 management’s 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 Company’s 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, due to stockholders, deposits and other receivables, convertible promissory notes, derivative liabilities, and accounts payable. The Company's cash and derivative liabilities, which are carried at fair value, are classified as a Level 1 financial instruments. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies: Income Taxes (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Policies | ||
Income Taxes | Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740. The Company provides for federal and provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies: Research and Development (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Policies | ||
Research and Development | Research and Development | Research and Development Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, the Company may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved . |
Summary of Significant Accoun29
Summary of Significant Accounting Policies: Stock Based Compensation (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Policies | ||
Stock Based Compensation | Stock Based Compensation | Stock Based Compensation The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies: Operating Leases (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Policies | ||
Operating Leases | Operating Leases | Operating Leases The Company leases office space and certain office equipment under operating lease agreements. The lease term begins on the date of initial possession of the leased property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease term. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies: Convertible Notes Payable and Derivative Instruments (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Policies | ||
Convertible Notes Payable and Derivative Instruments | Convertible Notes Payable and Derivative Instruments | Convertible Notes Payable and Derivative Instruments The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company accounts for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, the Company records, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. |
Summary of Significant Accoun32
Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
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) employersÂ’ accounting for an employeeÂ’s use of shares to satisfy the employerÂ’s statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the CompanyÂ’s 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 CompanyÂ’s 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 intend to adopt this pronouncement on January 1, 2017, and the adoption is not expected to have a material impact on the CompanyÂ’s 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 the Company determined the effect that the adoption of the pronouncement may have on its financial position and/or results of operations. | Recently Issued Accounting Pronouncements On January 1, 2015, the Company adopted the accounting pronouncement issued by the FASB updating existing guidance on discontinued operations. This guidance raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. This pronouncement is aimed at reducing the frequency of disposals reported as discontinued operations by focusing on strategic shifts that have or will have a major effect on an entityÂ’s operations and financial results. The Company will consider this guidance in conjunction with future disposals, if any. In April 2015, an accounting pronouncement was 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. This pronouncement is effective retrospectively for fiscal years beginning after December 15, 2015, with early adoption permitted. The Company intend to adopt this pronouncement on January 1, 2016, and the adoption will not have a material impact on its financial position and/or results of operations. In September 2015, an accounting pronouncement was 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. This pronouncement is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. The Company intend to adopt this pronouncement on January 1, 2016, and the adoption will not have a material impact on its 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 intend 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 January 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 CompanyÂ’s consolidated financial position and/or results of operations. In addition, the Company also 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 consolidated 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 CompanyÂ’s consolidated 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 the CompanyÂ’s consolidated financial position and/or results of operations. 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 consolidated income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the consolidated 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) employersÂ’ accounting for an employeeÂ’s use of shares to satisfy the employerÂ’s statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the CompanyÂ’s consolidated financial position and/or results of operations. |
Equipment_ Property, Plant and
Equipment: Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Property, Plant and Equipment | As at December 31, 2015 As at December 31, 2014 $ $ Furniture 41,272 41,272 Computer equipment 27,826 27,826 Total cost 69,098 69,098 Less: Accumulated depreciation (69,098) (69,098) - - |
Accounts Payable and Accrued 34
Accounts Payable and Accrued Liabilities: Schedule of Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Tables/Schedules | ||
Schedule of Accounts Payable and Accrued Liabilities | As at September 30, 2016 As at December 31, 2015 $ $ Trade accounts payable 629,047 274,055 Accrued liabilities 131,326 139,218 760,373 413,273 | As at December 31, 2015 As at December 31, 2014 $ $ Trade accounts payable 274,055 130,913 Accrued liabilities 139,218 45,126 413,273 176,039 |
Convertible Promissory Notes_ C
Convertible Promissory Notes: Convertible Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Tables/Schedules | ||
Convertible Debt | Accreted value of convertible promissory notes as of December 31, 2015 $ 783,778 Accretion expense 585,200 Conversion of the notes transferred to equity (1,368,978) Face value of convertible promissory notes as of September 30, 2016 $ - | $ Face value of convertible promissory notes issued during the year 1,368,978 Discount recognised at issuance due to embedded derivatives (479,479) Cash issuance costs (79,829) Fair value of broker warrants at issuance (85,767) Accretion expense for the year 59,875 Accreted value of convertible promissory notes as at December 31, 2015 783,778 v |
Derivative Liabilities_ Schedul
Derivative Liabilities: Schedule of Derivative Assets at Fair Value (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Tables/Schedules | ||
Schedule of Derivative Assets at Fair Value | Convertible notes Broker warrants Total Derivative liabilities as at December 31, 2015 $ 480,952 $ 80,268 $ 561,220 Derivative fair value at issuance 882,945 - 882,945 Transferred to equity upon conversion of notes (Notes 6 and 8) (1,538,934) - (1,538,934) Change in fair value of derivatives 1,209,097 (1,038) 1,208,059 Derivative liabilities as at September 30, 2016 $ 1,034,060 $ 79,230 $ 1,113,290 | Convertible notes Broker warrants Total $ $ $ Derivative fair value at issuance 479,479 85,767 565,246 Change in fair value of derivatives during the year 1,473 (5,499) (4,026) Derivative liabilities as at December 31, 2015 480,952 80,268 561,220 |
Derivative Liabilities_ Sched37
Derivative Liabilities: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Tables/Schedules | ||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Assumptions Dividend yield 0.00% Risk-free rate for term 0.29% - 0.49% Volatility 102%-105% Remaining terms (years) 0.46 - 1.0 Stock price ($ per share) 1.49 and 3.00 | December 31 Assumptions 2015 Dividend yield 0.00% Risk-free rate for term 0.33%-0.72% Volatility 98%-100% Remaining terms (years) 1.72-2 Stock price ($ per share) 2 |
Stockholders' Deficiency_ Sched
Stockholders' Deficiency: Schedule of Assumptions Used (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Tables/Schedules | ||
Schedule of Assumptions Used | Exercise price ($) 0.00 Risk free interest rate 0.69 % Expected term (Years) 3.00 Expected volatility 103 % Expected dividend yield 0 % Expected forfeiture (attrition) rate 0.00 % | 2015 Exercise price ($) 0.0001 Risk free interest rate 0.04% to 1.07% Expected term (Years) 10 Expected volatility 94% Expected dividend yield 0% Fair value of option ($) 0.74 Expected forfeiture (attrition) rate 5% to 20% |
Stockholders' Deficiency_ Sch39
Stockholders' Deficiency: Schedule of Share-based Compensation, Stock Options, Activity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Share-based Compensation, Stock Options, Activity | Number of options Weighted average exercise price ($) Granted 3,591,000 0.0001 Exercised (3,390,503) 0.0001 Outstanding as of December 31, 2015 200,497 0.0001 |
Income Taxes_ Schedule of Effec
Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | Year ended December 31, 2015 Year ended December 31, 2014 $ $ Net loss for the year before income taxes (5,185,852) (1,706,202) Expected income tax recovery from net loss (803,807) (264,461) Non-deductible expenses 462,915 72,310 Other temporary differences (2,859) (116) Change in valuation allowance 343,751 192,267 - - |
Income Taxes_ Schedule of Defer
Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | As at December 31, 2015 As at December 31, 2014 $ $ Non-capital loss carry forwards 756,534 404,127 Other temporary differences 23,565 5,870 Change in valuation allowance (780,099) (409,997) - - |
Convertible Promissory Notes_ S
Convertible Promissory Notes: Schedule of Long-term Debt Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Schedule of Long-term Debt Instruments | Face value of convertible promissory notes issued $ 1,655,000 Discount recognized at issuance due to embedded derivatives $ (882,945) Financing costs $ (130,800) Accretion expense $ 82,455 Accreted value of convertible promissory notes as of September 30, 2016 $ 723,710 |
Stockholders' Deficiency_ Sch43
Stockholders' Deficiency: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Tables/Schedules | |
Schedule of Stockholders' Equity Note, Warrants or Rights | Broker warrants Consultant warrants Warrants with convertible notes (Note 6) Total December 31, 2015 271,742 380,000 - 651,742 RTO adjustment* 53,503 74,860 - 128,363 After RTO 325,245 454,860 - 780,105 Less: Exercised (131,365) - (131,365) Less: Expired (245,695) - (245,695) Add: Issued 65,000 827,500 892,500 As at September 30, 2016 325,245 142,800 827,500 1,295,545 Exercise price $ 1.00 $ 0.81-$2.00 $ 2.00 Expiration date September 2017 to May 2018 October 2016 - August 2019 March 2021 to September 2021 |
Nature of Operations (Details)
Nature of Operations (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 11, 2014 |
Details | ||||
Liabilities, Noncurrent | $ 237,348 | |||
Common Stock, Shares Outstanding | 17,045,964 | 15,876,947 | 12,905,394 | 3,950,100 |
Equipment_ Property, Plant an45
Equipment: Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Furniture and Fixtures, Gross | $ 41,272 | $ 41,272 |
Capitalized Computer Software, Gross | 27,826 | 27,826 |
Property, Plant and Equipment, Other, Gross | 69,098 | 69,098 |
Property, Plant and Equipment, Other, Accumulated Depreciation | $ (69,098) | $ (69,098) |
Accounts Payable and Accrued 46
Accounts Payable and Accrued Liabilities: Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Details | |||
Accounts Payable, Trade, Current | $ 629,047 | $ 274,055 | $ 130,913 |
Accrued Liabilities, Current | $ 131,326 | $ 139,218 | $ 45,126 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Details | |
Convertible Debt as per term sheet | $ 2,000,000 |
Convertible Note Issued to Investors | $ 1,368,978 |
Debt Conversion, Converted Instrument, Rate | 11.00% |
Convertible Promissory Notes_48
Convertible Promissory Notes: Convertible Debt (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | |
Details | ||||
Convertible Promissory Notes Issued During the Year | $ 1,368,978 | |||
Discount at Issuance due to Embedded Derivatives | (479,479) | |||
Cash Issuance Costs | (79,829) | |||
Fair Value of Warrants at Issuance | $ 5,594 | $ 14,627 | (85,767) | |
Accretion Expense for the Year | 59,875 | |||
Convertible Promissory Notes Issued During the Year | 783,778 | |||
Accreted value of Convertible Promissory Notes | $ 783,778 | |||
Accretion Expense | $ 585,200 | |||
Conversion of the notes - transferred to equity | $ (1,368,978) |
Derivative Liabilities_ Sched49
Derivative Liabilities: Schedule of Derivative Assets at Fair Value (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative liabilities | [1] | $ 1,113,290 | ||
Convertible Notes/warrants | ||||
Derivative Liability, Fair Value, Gross Liability | 882,945 | 479,479 | ||
Change in Fair Value of Derivatives | 1,209,097 | 1,473 | ||
Derivative liabilities | 1,034,060 | 480,952 | ||
Transferred to equity upon conversion of the notes | (1,538,934) | |||
Broker Warrants | ||||
Derivative Liability, Fair Value, Gross Liability | 85,767 | |||
Change in Fair Value of Derivatives | (1,038) | (5,499) | ||
Derivative liabilities | 79,230 | 80,268 | ||
Total | ||||
Derivative Liability, Fair Value, Gross Liability | 882,945 | 565,246 | ||
Change in Fair Value of Derivatives | 1,208,059 | (4,026) | ||
Derivative liabilities | 1,113,290 | $ 561,220 | ||
Transferred to equity upon conversion of the notes | $ (1,538,934) | |||
[1] | See Derivative Liabilities Note |
Derivative Liabilities_ Sched50
Derivative Liabilities: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Fair Value Assumptions, Expected Volatility Rate | 103.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.04% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.07% | |
Assumptions | ||
Fair Value Assumptions, Expected Volatility Rate | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.29% | 0.33% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 0.49% | 0.72% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 102.00% | 98.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 105.00% | 100.00% |
Remaining Term1 | 0.46 | 1.72 |
Remaining Term 2 | 1 | 2 |
Stock Price | 1.49 | 2 |
Stock Price2 | 3 |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
May 31, 2015 | Mar. 31, 2015 | Nov. 30, 2014 | Jul. 31, 2014 | Oct. 31, 2015 | Sep. 30, 2015 | Jul. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Details | |||||||||||
Warrants Issued | 568,575 | ||||||||||
Warrants Per Share | $ 0.38 | ||||||||||
Fair Value of Warrants Issued | $ 400,335 | ||||||||||
Common Stock Shares Issued | 1,240,092 | 169,974 | 1,400,490 | 912,652 | |||||||
Common Stock Subscriptions Per Share | $ 0.39 | ||||||||||
Common Stock Subscriptions | $ 545,278 | ||||||||||
Fair Value Shares Issued Per Share | $ 0.39 | ||||||||||
Professional Fees | $ 66,179 | ||||||||||
Exercise Price of Shares Issued | $ 0.92 | ||||||||||
Gross Porceeds Upon Exercise of Warrants | $ 500,584 | $ 1,142,837 | $ 253,800 | ||||||||
Broker Warrants Issued | 41,895 | 61,142 | 20,947 | ||||||||
Fair Value of Warrants at Issuance1 | $ 246,671 | $ 672,749 | |||||||||
Warrants Expired | 962,388 | ||||||||||
Exercise of warrants for cash, Shares | 598,500 | 179,550 | 724,185 | 299,250 | |||||||
Investment Warrants, Exercise Price | $ 0.84 | $ 0.37 | $ 0.84 | $ 0.88 | |||||||
Proceeds from exercise of warrants | $ 66,188 | $ 105,500 | $ 707,196 | $ 707,196 | $ 66,188 | ||||||
Finder's Fee | $ 35,420 | $ 17,362 | |||||||||
Fair Value of Warrants at Issuance | $ 5,594 | $ 14,627 | $ (85,767) | ||||||||
Common Stock, Shares Issued | 1,316,700 | 17,045,964 | 15,876,947 | 12,905,394 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 2,257,953 | ||||||||||
Options Exercised by Employees | 3,390,503 | ||||||||||
Common Stock, Shares Authorized | 125,000,000 | 100,000,000 | 100,000,000 | ||||||||
Common Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 1,000,000 | 1,000,000 | ||||||||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 |
Stockholders' Deficiency_ Sch52
Stockholders' Deficiency: Schedule of Assumptions Used (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Details | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.04% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.07% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 94.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 0.74 | |
Expected Forfeiture, Minimum | 5.00% | |
Expected Forfeiture, Maximum | 20.00% | |
Assumptions Exercise Price | $ 0 | |
Fair Value Assumptions, Risk Free Interest Rate | 0.69% | |
Assumptions Expected Term | 3 years | |
Fair Value Assumptions, Expected Volatility Rate | 103.00% | |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |
Assumptions Forfeiture Rate | 0.00% |
Stockholders' Deficiency_ Sch53
Stockholders' Deficiency: Schedule of Share-based Compensation, Stock Options, Activity (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Details | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | shares | 3,591,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 0.0001 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | (3,390,503) |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 0.0001 |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Number | shares | 200,497 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.0001 |
Income Taxes_ Schedule of Eff54
Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||
Other Comprehensive Income (Loss), before Tax | $ (5,185,852) | $ (1,706,202) |
Expected Income Tax Recovery | (803,807) | (264,461) |
Non Deductible Expense | 462,915 | 72,310 |
Other Temporary Differences | (2,859) | (116) |
Valuation Allowance | $ 343,751 | $ 192,267 |
Income Taxes_ Schedule of Def55
Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 756,534 | $ 404,127 |
Deferred Tax Assets, Other Loss Carryforwards | 23,565 | 5,870 |
Deferred Tax Assets, Valuation Allowance, Current | $ (780,099) | $ (409,997) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Details | ||
Non-Capital Losses | $ 4,880,865 | $ 2,607,270 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Details | ||||||
Other General and Administrative Expense | $ 0 | $ 66,179 | ||||
Consulting Charges to Stockholders | $ 60,000 | $ 35,716 | $ 151,302 | $ 166,677 |
Commitments (Details)
Commitments (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2016 | Dec. 31, 2015 | Jul. 05, 2015 | Dec. 31, 2014 | Sep. 30, 2016 | [1] | Sep. 14, 2014 | Jul. 05, 2014 | |||
Amortization of Advance Royalty | $ 224,775 | |||||||||
Commitments | [1] | [1] | $ 584,415 | |||||||
Other Research and Development Expense | $ 281,520 | $ 87,662 | ||||||||
Other Commitment | $ 7,931 | |||||||||
Oil and Gas Property, Lease Operating Expense | $ 16,530 | |||||||||
iMedical | ||||||||||
Oil and Gas Property, Lease Operating Expense | $ 7,931 | |||||||||
[1] | See Commitments Note |
Going Concern (Details)
Going Concern (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Details | ||||
TOTAL STOCKHOLDERS' DEFICIENCY | $ 2,513,317 | $ 1,239,177 | $ (343,896) | $ (102,187) |
Accumulated deficit | $ 13,884,935 | $ 9,228,774 | $ 4,042,922 |
Convertible Promissory Notes_60
Convertible Promissory Notes: Schedule of Long-term Debt Instruments (Details) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Details | |
Face value of convertible promissory notes issued | $ 1,655,000 |
Discount recognized at issuance due to embedded derivatives | (882,945) |
Financing Costs | (130,800) |
Accretion Expense2 | 82,455 |
Accreted Value of Convertible Promissory Notes2 | $ 723,710 |