Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Mar. 31, 2017 | Sep. 30, 2016 | |
Document and Entity Information: | ||
Entity Registrant Name | BIOTRICITY INC. | |
Document Type | S1 | |
Document Period End Date | Mar. 31, 2017 | |
Trading Symbol | btcy | |
Amendment Flag | false | |
Entity Central Index Key | 1,630,113 | |
Current Fiscal Year End Date | --03-31 | |
Entity Common Stock, Shares Outstanding | 18,075,841 | |
Entity Public Float | $ 0 | |
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 | 2,017 | |
Document Fiscal Period Focus | FY |
Biotricity, Inc. - Balance Shee
Biotricity, Inc. - Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
CURRENT ASSETS | |||||
Cash | $ 424,868 | $ 20,659 | $ 53,643 | $ 410,601 | |
Harmonized sales tax recoverable | 939 | 9,939 | 28,656 | 36,291 | |
Deposits and other receivables | 14,705 | 3,916 | 44,186 | 39,202 | |
Total Current Assets | 440,512 | 34,514 | 126,485 | 486,094 | |
NON-CURRENT ASSETS | |||||
Deposits and other receivables | 33,000 | 33,000 | 33,000 | 33,000 | |
Total Assets | 473,512 | 67,514 | 159,485 | 519,094 | |
Current Liabilities: | |||||
Accounts payable and accrued liabilities | [1] | 1,137,454 | 1,315,995 | 516,934 | 413,273 |
Convertible promissory note | [2] | 1,556,990 | 1,308,712 | 102,744 | 783,778 |
Derivative liabilities | [3] | 2,163,884 | 1,511,358 | 75,111 | 561,220 |
Total Current Liabilities | 4,858,328 | 4,136,065 | 694,789 | 1,758,271 | |
Convertible promissory notes | [2] | 854,751 | |||
Derivative liability | [3] | 1,179,924 | |||
TOTAL LIABILITIES | 4,858,328 | 4,136,065 | 2,729,464 | 1,758,271 | |
Stockholders' Deficiency | |||||
Preferred stock | [4] | 1 | 1 | 1 | 1 |
Common stock | [5] | 27,199 | 26,255 | 25,000 | 25,000 |
Shares to be issued | [6] | 200,855 | |||
Additional paid-in capital | 14,308,583 | 12,478,520 | 7,982,465 | 7,982,598 | |
Accumulated other comprehensive loss | (473,384) | (264,577) | (79,520) | (18,002) | |
Accumulated deficit | (18,307,215) | (16,509,605) | (10,497,925) | (9,228,774) | |
TOTAL STOCKHOLDERS' DEFICIENCY | (4,384,816) | (4,068,551) | (2,569,979) | (1,239,177) | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 473,512 | 67,514 | 159,485 | 519,094 | |
Commitments | [7] | ||||
Subsequent Events | [8] | ||||
[1] | See Note 4 | ||||
[2] | See Note 5 | ||||
[3] | See Note 6 | ||||
[4] | $0.001 par value; 10,000,000 authorized as at March 31, 2017, December 31, 2016 and March 31, 2016, respectively (December 31, 2015 - 1,000,000), 1 share issued and outstanding as at March 31, 2017 and 2016 and December 31, 2016 and 2015, respectively [Note 7] | ||||
[5] | $0.001 par value; 125,000,000 authorized as at March 31, 2017, December 31, 2016 and March 31, 2016, respectively (December 31, 2015 - 100,000,000). Issued and outstanding common shares: 18,075,841 as at March 31, 2017, 15,876,947 as at March 31, 2016, 17,131,589 as at December 31, 2016, 15,876,947 as at December 31, 2015, respectively, and exchangeable shares of 9,123,031 outstanding as at March 31, 2017 and 2016 and December 31, 2016 and 2015, respectively. | ||||
[6] | See Note 7 | ||||
[7] | See Note 10 | ||||
[8] | See Note 11 |
Statement of Financial Position
Statement of Financial Position - Parenthetical - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position | ||||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 1 | 1 | 1 | 1 |
Preferred Stock, Shares Outstanding | 1 | 1 | 1 | 1 |
Common Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 125,000,000 | 125,000,000 | 125,000,000 | 100,000,000 |
Common Stock, Shares Issued | 18,075,848 | 17,131,589 | 15,876,947 | 15,876,947 |
Common Stock, Shares Outstanding | 18,075,848 | 17,131,589 | 15,876,947 | 15,876,947 |
Biotricity, Inc. - Statements o
Biotricity, Inc. - Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | ||
Income Statement | |||||||
Revenue | |||||||
Expenses: | |||||||
General and administrative expenses | [1] | 1,253,669 | 335,086 | 4,803,918 | 3,883,076 | 2,882,425 | 3,986,550 |
Research and development expenses | 292,572 | 241,534 | 1,138,252 | 1,089,472 | 1,017,793 | 1,143,453 | |
Total Operating Expenses | 1,546,241 | 576,620 | 5,942,170 | 4,972,548 | 3,900,218 | 5,130,003 | |
Accretion expense | [2] | 276,375 | 73,572 | 1,177,674 | 974,871 | 133,447 | 59,875 |
Change in fair value of derivative liabilities | [3] | (25,006) | 618,959 | 689,447 | 1,333,412 | 614,933 | (4,026) |
Net loss before income taxes | (1,797,610) | (1,269,151) | (7,809,291) | (7,280,831) | (4,648,598) | (5,185,852) | |
Income taxes | [4] | ||||||
Net loss | (1,797,610) | (1,269,151) | (7,809,291) | (7,280,831) | (4,648,598) | (5,185,852) | |
Translation adjustment | (148,807) | (61,518) | (333,863) | (246,575) | (107,725) | (35,313) | |
Comprehensive loss | $ (1,946,417) | $ (1,330,669) | $ (8,143,154) | $ (7,527,406) | $ (4,756,323) | $ (5,221,165) | |
Loss per share, basic and diluted | $ (0.07) | $ (0.05) | $ (0.31) | $ (0.29) | $ (0.19) | $ (0.24) | |
Weighted average number of common shares outstanding | 26,440,190 | 24,999,978 | 25,866,328 | 25,813,228 | 24,999,978 | 21,852,834 | |
[1] | See Notes 7 and 9 | ||||||
[2] | Including day one derivative loss; See Note 5 | ||||||
[3] | See Note 6 | ||||||
[4] | See Note 8 |
Biotricity, Inc. - Statements 5
Biotricity, Inc. - Statements of Stockholders' Deficiency - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Balance, Value | $ (4,068,551) | $ (1,239,177) | $ (2,569,979) | $ (2,569,979) | $ (1,239,177) | $ 343,896 | |
Exercise of warrants for cash, Value | 105,500 | 707,196 | |||||
Cancellation of shares, Value | (89) | ||||||
Stock based compensation | 221,078 | 626,136 | 405,058 | $ 984,283 | 2,257,953 | ||
Issuance of warrants for services | 402,206 | 474,232 | 672,749 | ||||
Exercice of stock option plan, Value | 283 | ||||||
Translation adjustment | (148,807) | (61,651) | (184,924) | (35,313) | |||
Net loss | (1,797,610) | (1,269,151) | (6,011,680) | (7,809,291) | (7,280,831) | (4,648,598) | (5,185,852) |
Issuance of shares for private placement, Value | 1,367,573 | ||||||
Issuance of warrants for private placement investors | (339,308) | ||||||
Issuance costs: warrants to brokers | (104,627) | ||||||
Issuance of shares for services, Value | 212,880 | 604,475 | |||||
Cash issuance costs | (129,650) | ||||||
Stock based compensation - ESOP | 221,078 | 405,058 | |||||
Shares to be issued, Value | 200,855 | ||||||
Conversion of convertible notes, Value | 2,907,912 | ||||||
Balance, Value | (4,384,816) | (2,569,979) | (4,068,551) | (4,384,816) | (4,068,551) | (2,569,979) | $ (1,239,177) |
Preferred Stock | |||||||
Balance, Value | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | ||
Balance, Shares | 1 | 1 | 1 | 1 | 1 | 1 | |
Balance, Value | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 |
Balance, Shares | 1 | 1 | 1 | 1 | 1 | 1 | 1 |
Common Stock | |||||||
Balance, Value | $ 26,255 | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | $ 22,028 | |
Balance, Shares | 26,254,620 | 24,999,978 | 24,999,978 | 24,999,978 | 24,999,978 | 22,028,425 | |
Exercise of warrants for cash, Value | $ 131 | $ 898 | |||||
Exercise of warrants for cash, Shares | 131,365 | 897,750 | |||||
Cancellation of shares, Value | $ (1,317) | ||||||
Cancellation of shares, Shares | (1,316,700) | ||||||
Exercice of stock option plan, Value | $ 3,391 | ||||||
Exercice of stock option plan, Shares | 3,390,503 | ||||||
Issuance of shares for private placement, Value | $ 781 | ||||||
Issuance of shares for private placement, Shares | 781,480 | ||||||
Issuance of shares for services, Value | $ 163 | $ 211 | |||||
Issuance of shares for services, Shares | 162,772 | 210,625 | |||||
Conversion of convertible notes, Value | $ 913 | ||||||
Conversion of convertible notes, Shares | 912,652 | ||||||
Balance, Value | $ 27,199 | $ 25,000 | $ 26,255 | $ 27,199 | $ 26,255 | $ 25,000 | $ 25,000 |
Balance, Shares | 27,198,872 | 24,999,978 | 26,254,620 | 27,198,872 | 26,254,620 | 24,999,978 | 24,999,978 |
Shares to be issued (Common) | |||||||
Balance, Value | $ 200,855 | ||||||
Balance, Shares | 77,463 | ||||||
Issuance of shares for services, Value | $ (200,855) | ||||||
Issuance of shares for services, Shares | (77,463) | ||||||
Shares to be issued, Value | $ 200,855 | ||||||
Shares to be issued, Shares | 77,463 | ||||||
Balance, Value | $ 200,855 | $ 200,855 | |||||
Balance, Shares | 77,463 | 77,463 | |||||
Additional Paid-in Capital | |||||||
Balance, Value | $ 12,478,520 | $ 7,982,598 | $ 7,982,465 | $ 7,982,465 | $ 7,982,598 | $ 4,347,478 | |
Exercise of warrants for cash, Value | 105,369 | 706,298 | |||||
Cancellation of shares, Value | 1,228 | ||||||
Stock based compensation | 2,257,953 | ||||||
Issuance of warrants for services | 402,206 | 474,232 | 672,749 | ||||
Exercice of stock option plan, Value | (3,108) | ||||||
Translation adjustment | (133) | 133 | |||||
Issuance of shares for private placement, Value | 1,366,791 | ||||||
Issuance of warrants for private placement investors | (339,308) | ||||||
Issuance costs: warrants to brokers | (104,627) | ||||||
Issuance of shares for services, Value | 413,573 | 604,264 | |||||
Cash issuance costs | (129,650) | ||||||
Stock based compensation - ESOP | 221,078 | 408,058 | |||||
Conversion of convertible notes, Value | 2,906,999 | ||||||
Balance, Value | 14,308,583 | 7,982,465 | 12,478,520 | 14,308,583 | 12,478,520 | $ 7,982,465 | 7,982,598 |
Accumulted Other Comprehensive (loss) Income | |||||||
Balance, Value | (264,577) | (18,002) | (79,520) | (79,520) | (18,002) | 17,311 | |
Translation adjustment | (148,807) | (61,518) | (185,057) | (35,313) | |||
Balance, Value | (413,384) | (79,520) | (264,577) | (413,384) | (264,577) | (79,520) | (18,002) |
Accumulated Deficit | |||||||
Balance, Value | (16,509,605) | (9,228,774) | (10,497,925) | (10,497,925) | (9,228,774) | (4,042,922) | |
Net loss | (1,797,610) | (1,269,151) | (6,011,680) | (5,185,852) | |||
Balance, Value | $ (18,307,215) | $ (10,497,925) | $ (16,509,605) | $ (18,307,215) | $ (16,509,605) | $ (10,497,925) | $ (9,228,774) |
Biotricity, Inc. - Statements 6
Biotricity, Inc. - Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Cash flow from operating activities: | ||||||
Net loss | $ (1,797,610) | $ (1,269,151) | $ (7,809,291) | $ (7,280,831) | $ (4,648,598) | $ (5,185,852) |
Adjustments to reconcile net loss to net cash used in operations | ||||||
Stock based compensation | 221,078 | 626,136 | 405,058 | 984,283 | 2,257,953 | |
Issuance of shares for services | 212,880 | 1,018,210 | 805,329 | |||
Issuance of warrants for services | 402,206 | 876,438 | 474,232 | 672,749 | ||
Accretion expense and day one derivative loss | 276,375 | 73,572 | 1,177,674 | 974,871 | 133,447 | 59,875 |
Change in fair value of derivative liabilities | (25,006) | 618,959 | 689,447 | 1,333,412 | 614,933 | (4,026) |
Fair value of warrants issued | 672,749 | |||||
Changes in operating assets and liabilities: | ||||||
Harmonized sales tax recoverable | 9,232 | 9,483 | 28,614 | 27,841 | 46,603 | 25,437 |
Deposits and other receivables | (10,761) | 21,656 | 35,909 | 38,267 | (37,032) | (77,740) |
Accounts payable and accrued liabilities | (374,855) | (6,030) | (392,002) | 838,182 | 423,468 | 287,629 |
Net Cash used in operating activities | (1,086,461) | (551,511) | (3,748,865) | (2,383,639) | (1,810,147) | (1,963,975) |
Cash flows from financing activities: | ||||||
Issuance of shares | 1,237,923 | 1,237,923 | ||||
Proceeds from exercise of warrants | 105,500 | 105,500 | 471,817 | 707,196 | ||
Proceeds from issuance of convertible notes, net of issuance costs | 225,000 | 175,000 | 2,455,000 | 2,074,700 | 1,464,149 | 1,289,149 |
Proceeds from issuance of stock options | 283 | 283 | ||||
Due to shareholders | 23,179 | 50,724 | 169,081 | 50,724 | ||
Net Cash provided by financing activities | 1,486,102 | 225,724 | 3,967,504 | 2,180,200 | 1,986,973 | 1,996,628 |
Effect of foreign currency translation | 4,568 | (31,171) | 152,586 | (186,503) | (258,478) | (70,651) |
Net increase (decrease) in cash during the period | 399,641 | (325,787) | 218,639 | (203,439) | 176,826 | 32,653 |
Cash, beginning of period | 20,659 | 410,601 | 53,643 | 410,601 | 135,295 | 448,599 |
Cash, end of period | $ 424,868 | $ 53,643 | $ 424,868 | $ 20,659 | $ 53,643 | $ 410,601 |
1. Nature of Operations
1. Nature of Operations | 3 Months Ended |
Mar. 31, 2017 | |
Notes | |
1. Nature of Operations | 1. NATURE OF OPERATIONS Biotricity Inc. (formerly MetaSolutions, Inc.) (the Company) was incorporated under the laws of the State of Nevada on August 29, 2012. iMedical Innovations Inc. (iMedical) was incorporated on July 3, 2014 under the laws of the Province of Ontario, Canada. Both the Company and iMedical are engaged in research and development activities within the remote monitoring segment of preventative care. They are focused on a realizable healthcare business model that has an existing market and commercialization pathway. As such, its efforts to date have been devoted in building technology that enables access to this market through the development of a tangible product. On February 2, 2016, the Company entered into an exchange agreement with 1061806 BC LTD. (Callco), a British Columbia corporation and wholly owned subsidiary (incorporated on February 2, 2016), 1062024 B.C. LTD., a company existing under the laws of the Province of British Columbia (Exchangeco), iMedical, and the former shareholders of iMedical (the Exchange Agreement), whereby Exchangeco acquired 100% of the outstanding common shares of iMedical, taking into account certain shares pursuant to the Exchange Agreement as further explained in Note 9 to the consolidated financial statements. These subsidiaries were solely used for the issuance of exchangeable shares in the reverse takeover transaction and have no other transactions or balances. After giving effect to this transaction, the Company acquired all of iMedicals assets and liabilities and commenced operations through iMedical. As a result of the Share Exchange, iMedical is now a wholly-owned subsidiary of the Company. This transaction has been accounted for as a reverse merger. Consequently, the assets and liabilities and the historical operations reflected in the consolidated financial statements for the periods prior to February 2, 2016 are those of iMedical and are recorded at the historical cost basis. After February 2, 2016, the Companys 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. On April 21, 2017, the Board of Directors of the Company authorized the changing of the Companys fiscal year-end from December 31 to March 31, as explained further in Note 11 to the consolidated financial statements. Accordingly, these consolidated financial statements have been prepared covering a transition period from January 1, 2017 to March 31, 2017. |
2. Basis of Presentation and Me
2. Basis of Presentation and Measurement and Consolidation | 3 Months Ended |
Mar. 31, 2017 | |
Notes | |
2. Basis of Presentation and Measurement and Consolidation | 2. BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION 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 subsidiaries. Significant intercompany accounts and transactions have been eliminated. Liquidity and Basis of Presentation The Company is in development mode, operating a research and development program in order to develop, obtain regulatory approval for, and commercialize its proposed products. The Company has incurred recurring losses from operations, and as at March 31, 2017, has an accumulated deficit of $18,307,215 and a working capital deficiency of $4,417,816. Management anticipates the Company will attain profitable status and improve its liquidity through continued business development and after additional debt or equity investment in the Company. As disclosed in Notes 5, 7 and 11 to these consolidated financial statements, the Company has developed and continues to pursue sources of funding, including but not limited to the following, that management believes are sufficient to support the Companys operating plan and alleviate any substantial doubt as to its ability to meet its obligations at least for one year from the date these consolidated financial statements are issued. Issuance of shares under private placements during the three months ended March 31, 2017 amounting to $1,237,923, net of issuance costs; Proceeds from issuance of convertible debentures during the three months ended March 31, 2017 amounting to $225,000, net of issuance costs; and Issuance of shares under private placements subsequent to March 31, 2017 amounting to $1,722,775, net of issuance costs The Companys operating plan is predicated on a variety of assumptions including, but not limited to, the level of product demand, cost estimates, its ability to continue to raise additional debt and equity financing and the state of the general economic environment in which the Company operates. There can be no assurance that these assumptions will prove to be accurate in all material respects, or that the Company will be able to successfully execute its operating plan. In the absence of additional financing, the Company may have to modify its operating plan to slow down the pace for development and commercialization of its proposed products. |
3. Summary of Significant Accou
3. Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Notes | |
3. Summary of Significant Accounting Policies | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the 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, stock options, and assumptions used in the going concern assessment. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) Topic 260-10 which provides for calculation of basic and diluted earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at March 31, 2017 and 2016, and as at December 31, 2016 and 2015. Foreign Currency Translation The functional currency of the Canadian based company is the Canadian dollar and the 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 Companys Canadian subsidiaries from their functional currency into the Companys 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. Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 Valuation based on quoted market prices in active markets for identical assets or liabilities. Level 2 Valuation based on quoted market prices for similar assets and liabilities in active markets. Level 3 Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring managements best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Companys assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, deposits and other receivables, convertible promissory notes, and accounts payable and accrued liabilities. The Company's cash and derivative liabilities, which are carried at fair values, are classified as a Level 1 and Level 2, respectively. The Companys 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 The Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board ("FASB") to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers accounting for an employees use of shares to satisfy the employers statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the consolidated financial position and/or results of operations. In March 2016, the Company adopted the accounting pronouncement issued by the FASB to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers accounting for an employees use of shares to satisfy the employers statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the Companys 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 consolidated 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 consolidated 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 consolidated 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 adopted this pronouncement on January 1, 2017, and the adoption did not have a material impact on the consolidated financial position and/or results of operations. |
4. Accounts Payable and Accrued
4. Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Notes | |
4. Accounts Payable and Accrued Liabilities | 4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As at March 31, 2017 As at March 31, 2016 As at December 31, 2016 As at December 31, 2015 $ $ $ $ Trade accounts payable 866,188 295,203 823,595 274,055 Accrued liabilities 271,266 168,125 337,400 139,218 Advances from investors - - 155,000 - Due from related parties - 53,606 - - 1,137,454 516,934 1,315,995 413,273 Trade accounts payable as at March 31, 2017 and 2016, and December 31, 2016 and 2015 include $nil, $112,047, $100,292, and $71,190, respectively, due to an entity owned by a shareholder and executive of the Company. The payable balances arose primarily due to consulting charges. Additionally, accrued liabilities as at March 31, 2017 and 2016, and December 31, 2016 and 2015 include $7,500, $nil, $171,902, and $nil, respectively due to the same shareholder and executive of the Company in his capacity as an employee of the Company. Advances from investors as at December 31, 2016 represented funds received from investors prior to December 31, 2016 in connection with the Bridge Notes offering for which final subscriptions were not executed at December 31, 2016. Subsequent to December 31, 2016, this amount formed part of the additional $225,000 in convertible notes that consummated the convertible notes offering (see Note 5). Amounts due from related parties are unsecured, non-interest bearing and due on demand. |
5. Convertible Promissory Notes
5. Convertible Promissory Notes | 3 Months Ended |
Mar. 31, 2017 | |
Notes | |
5. Convertible Promissory Notes | 5. CONVERTIBLE PROMISSORY NOTES Pursuant to a term sheet offering of up to $2,000,000, during the year ended December 31, 2015, the Company issued convertible promissory notes to various accredited investors amounting to $1,368,978 in face value. These notes had a maturity date of 24 months and carried an annual interest rate of 11%. The note holders had the right to convert any outstanding and unpaid principal portion of the note, and accrued interest, into fully paid and non-assessable shares of common stock any time until the note was fully paid. The notes had a conversion price initially set at $1.78. Upon any future financings completed by the Company, the conversion price was to reset to 75% of the future financing pricing. These notes did not contain prepayment penalties upon redemption. These notes were secured by all of the present and after acquired property of the Company. However, the Company could force conversion of these notes, if during the term of the agreement, the Company completed a public listing and the Common Share price exceeded 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 6) and the balance to the carrying value of the notes. $ Accreted value of convertible promissory notes as at December 31, 2015 783,778 Face value of convertible promissory notes issued during March 2016 175,000 Discount recognized at issuance due to embedded derivatives (74,855) Accretion expense for three months March 31, 2016 73,572 Accreted value of convertible promissory notes as at March 31, 2016 957,495 Accretion expense - including loss on conversion of $88,530 411,483 Conversion of the notes transferred to equity (1,368,978) Accreted value of convertible promissory notes as at March 31, 2017 - As at March 31, 2016, the accreted value of $957,495 has been disclosed $102,744 as current and $854,751 as non-current. In March 2016, the Company commenced a bridge offering of up to an aggregate of $2,500,000 of convertible promissory notes. Up to March 31, 2017, the Company issued to various investors notes (Bridge Notes) in the aggregate face value of $2,455,000 (December 31, 2016 $2,230,000). The Bridge Notes have a maturity date of 12 months and carry an annual interest rate of 10%. The Bridge Notes principal and all outstanding accrued interest may be converted into common stock based on the average of the lowest 3 trading days volume weighted average price over the last 10 trading days plus an embedded warrant at maturity. However, all the outstanding principal and accrued interest would convert 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 also has an obligation to 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. Subsequent to March 31, 2017, all Bridge Notes were converted into the Companys common shares, as explained in Note 11 to the consolidated financial statements. In connection with the Bridge Notes offering, the accreted value of this offering was as follows as at March 31, 2017 and December 31, 2016, respectively: As at March 31, 2017 As at December 31, 2016 $ $ Face value of convertible promissory notes issued 2,455,000 2,230,000 Day one derivative loss recognized during the year 35,249 26,309 Discount recognized at issuance due to embedded derivatives (1,389,256) (1,155,660) Cash financing costs (174,800) (155,300) Accretion expense 630,797 363,363 Accreted value of convertible promissory notes 1,556,990 1,308,712 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 (see Note 7). General and administrative expenses include interest expense on all above notes of $60,534, $196,650, and $32,837 for the three months ended March 31, 2017, twelve months ended December 31, 2016 and twelve months ended December 31, 2015, respectively. Accrued expenses include interest accrual on above notes as at March 31, 2017 of $162,542 (as at December 31, 2016 and 2015 $102,426, $nil, respectively). |
6. Derivative Liabilities
6. Derivative Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Notes | |
6. Derivative Liabilities | 6. 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, the Companys current common stock price and expected dividend yield, and the expected volatility of the Companys 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 Private Placement Investor Warrants Total $ $ $ $ Derivative liabilities as at December 31, 2015 480,952 80,268 - 561,220 Derivative fair value at issuance (Note 5) 1,155,660 - - 1,155,660 Transferred to equity upon conversion of notes (Notes 5 and 7) (1,538,934) - - (1,538,934) Change in fair value of derivatives 1,325,972 7,440 - 1,333,412 Derivative liabilities as at December 31, 2016 1,423,650 87,708 - 1,511,358 Derivative fair value at issuance 233,597 104,627 339,308 677,532 Change in fair value of derivatives 23,114 (48,114) (6) (25,006) Derivative liabilities as at March 31, 2017 1,680,361 144,221 339,302 2,163,884 The lattice methodology was used to value the derivative components, using the following assumptions at issuance and during the following periods: Assumptions As at March 31, 2017 As at March 31, 2016 As at December 31, 2016 As at December 31, 2015 Dividend yield 0.00% 0.00% 0.00% 0.00% Risk-free rate for term 0.62% 0.91% 0.21% - 0.59% 0.44% 0.62% 0.33% - 0.72% Volatility 103% 106% 100% - 105% 101% 105% 98% - 100% Remaining terms (Years) 0.01 1.0 1 - 1.5 0.21 1.0 1.72 - 2.0 Stock price ($ per share) $2.50 and $2.58 $2.55 and $2.48 $1.49 and $3.00 $2.00 The projected annual volatility curve for valuation at issuance and period end was based on the comparable companys annual volatility. The Company used market trade stock prices at issuance and period end date. |
7. Stockholders' Deficiency
7. Stockholders' Deficiency | 3 Months Ended |
Mar. 31, 2017 | |
Notes | |
7. Stockholders' Deficiency | 7. STOCKHOLDERS DEFICIENCY a) Authorized stock In contemplation of the acquisition of iMedical on February 2, 2016, the Companys Board of Directors and shareholders 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 $0.001 per share. As at March 31, 2017, the Company is authorized to issue 125,000,000 (December 31, 2016 125,000,000 ) shares of common stock ($ 0.001 par value) and 10,000,000 (December 31, 2016 10,000,000 ) shares of preferred stock ($ 0.001 par value). b) 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: · Biotricitys sole existing director resigned and a new director who is the sole director of the Company was appointed to fill the vacancy; · Biotricitys sole Chief Executive Officer and sole officer, who beneficially owned 6,500,000 shares of outstanding common stock, resigned from all positions and transferred all of his shares back for cancellation; · The existing management of the Company were appointed as executive officers; and · The existing shareholders of the Company entered into a transaction whereby their existing common shares of the Company were exchanged for either (a) a new class of shares that are exchangeable for shares of Biotricitys common stock, or (b) shares of Biotricitys common stock, which (assuming exchange of all such exchangeable shares) would equal in the aggregate a number of shares of Biotricitys common stock that constitute 90% of Biotricitys issued and outstanding shares. In addition, effective on the closing date of the acquisition transaction: · Biotricity issued approximately 1.197 shares of its common stock in exchange for each common share of the Company held by the Company shareholders who in general terms, are not residents of Canada (for the purposes of the Income Tax Act (Canada). Accordingly the Company issued 13,376,947 shares; · Shareholders of the Company who in general terms, are Canadian residents (for the purposes of the Income Tax Act (Canada)) received approximately 1.197 Exchangeable Shares in the capital of Exchangeco in exchange for each common share of the Company held. Accordingly the Company issued 9,123,031 Exchangeable Shares; · Each outstanding option to purchase common shares in the Company (whether vested or unvested) was exchanged, without any further action or consideration on the part of the holder of such option, for approximately 1.197 economically equivalent replacement options with an inverse adjustment to the exercise price of the replacement option to reflect the exchange ratio of approximately 1.197:1; · Each outstanding warrant to purchase common shares in the Company was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of Biotricity for each Warrant, with an inverse adjustment to the exercise price of the Warrants to reflect the exchange ratio of approximately 1.197:1 · Each outstanding advisor warrant to purchase common shares in the Company was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of Biotricity for each Advisor Warrant, with an inverse adjustment to the exercise price of the Advisor Warrants to reflect the exchange ratio of approximately 1.197:1; and · The outstanding 11% secured convertible promissory notes of the Company were adjusted, in accordance with the adjustment provisions thereof, as and from closing, so as to permit the holders to convert (and in some circumstances permit the Company to force the conversion of) the convertible promissory notes into shares of the common stock of Biotricity at a 25% discount to purchase price per share in Biotricitys next offering. Issuance of common stock, exchangeable shares and cancellation of shares in connection with the reverse takeover transaction as explained above represents recapitalization of capital retroactively adjusting the accounting acquirers legal capital to reflect the legal capital of the accounting acquiree. At March 31, 2017, there were 18,075,841 (December 31, 2016 17,131,589, March 31, 2016 15,876,947, and December 31, 2015 15,876,947) shares of common stock issued and outstanding. Additionally, as of March 31, 2017, 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 27,198,872 as at March 31, 2017, 166,482 were held in escrow and subject to forfeiture (also refer to Note 11) in the event the Company does not raise at least $6 million by the forfeiture date which is expected to be July 31, 2017, with provisions for pro rata adjustments for capital financing raised in the meantime. c) Share issuances During May 2015, the Company repurchased 1,316,700 (1,100,000 Pre-Exchange Agreement) of its outstanding common shares at cost from a former director. These shares were cancelled upon their repurchase. During the twelve months ended December 31, 2016, as explained in Note 6, the Company issued 912,652 shares of common stock in connection with the conversion of notes. During the twelve months ended December 31, 2016, the Company issued an aggregate of 210,625 shares of common stock to six consultants. $604,475 representing the fair value of the shares issued was charged to operations. An additional 77,463 shares are to be issued, subsequent to year-end, in connection with commitments relating to the December 31, 2016 year end, $200,855 representing the fair value of these shares charged to operations. The fair value of these shares was determined by using the market price of the common stock as at the date of issuance. During the twelve months ended December 31, 2016, 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. During the three months ended March 31, 2017, the Company sold to accredited investors, an aggregate of 781,480 units (the Units) for gross proceeds of $1,367,573 at a purchase price of $1.75 per Unit, pursuant to a private offering of a minimum of $1,000,000, up to a maximum of $8,000,000 (the Common Share Offering). Each unit consist of common stock, par value $0.001 per share and a three-year warrant to purchase one-half share of common stock at an initial exercise price of $3.00 per whole share. If the Company successfully raises a total of $3,000,000 in aggregate proceeds from the Common Share Offering (a Qualified Financing), the principal amount of the Bridge Notes along with the accrued interest as explained in Note 6 are convertible into units of the Common Share Offering, based upon the lesser of: (i) $1.60 per New Round Stock and (ii) the quotient obtained by dividing (x) the Outstanding Balance on the conversion date multiplied by 1.20 by (y) the actual price per New Round Stock in the Qualified Financing. The notes and the warrants are further subject to a most-favored nation clause in the event the Company, prior to maturity of the notes, consummates a financing that is not a Qualified Financing. Upon completion of a Qualified Financing, in connection with the conversion of the Bridge Notes the Company will also pay the Placement Agent up to 8% in broker warrants with an exercise price of $3.00 and an expiry date of two years from the date of issuance. In connection with the private placement, the Company incurred cash issuance costs of $129,650 and issued broker warrants and warrants to private placement investors having fair values of $104,627 and $339,308 (also refer warrant issuances paragraph), respectively. Cash issuance costs along with fair values of warrants have been adjusted against additional paid in capital. During the three months ended March 31, 2017, the Company issued an aggregate of 162,772 shares of common stock (including 77,463 shares to be issued as disclosed as at December 31, 2016) to various consultants. The fair value of these shares amounting to $413,573 have been expensed to general and administrative expenses in the consolidated statement of operations, with a corresponding credit to additional paid-in-capital. The fair value of these shares was determined by using the market price of the common stock as at the date of issuance. d) Warrant exercises 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 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 August and September 2015, 299,250 (250,000 pre-Exchange Agreement) warrants were exercised at a price of $0.85 ($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 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. e) Warrant issuances 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 the holders 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. During the year twelve months ended December 31, 2016, the Company issued 472,084 warrants in connection with consulting services, entitling the holders to purchase one common share against each warrant at an exercise price in the range of $2.00-$2.58. These warrants were fair valued amounting to approximately $474,232 which was charged to the statement of operations. The fair value has been estimated using a multi-nominal lattice model with an expected life ranging from 0.75 to 3 years, a risk free rate ranging from 0.45 to 1.47, stock price of $2.15 to $2.58 annual attrition rate of up to 5% and expected volatility in the range of 101% to 105% determined based on comparable companies historical volatilities. During the three months ended March 31, 2017, in connection with the private placement as explained above in Share Issuances, the Company issued 55,433 warrants to the brokers and 390,744 to private placement investors. These warrants were fair valued at $443,935 and were adjusted with the additional paid in capital. For the assumptions used, refer to Note 6. The fair value of warrants issued for services of $402,206, include fair value $266,627 (issuance of 255,750 warrants) during the three months ended March 31, 2017 and $94,553 represents the vesting of warrants issued in the previous periods and $41,026 represents accelerated vesting due to cancellation of 50,000 warrants. f) Stock-based compensation 2015 Equity Incentive Plan 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 March 31, 2017 and December 31, 2016, there were no outstanding vested options and 137,500 unvested options at an exercise price of $.0001 under this plan. These options now represent the right to purchase shares of the Companys common stock using the same exchange ratio of approximately 1.1969:1, thus there were 164,590 (35,907 had been cancelled) adjusted unvested options as at March 31, 2017 and December 31, 2016. No other grants will be made under this plan. The following table summarizes the stock option activities of the Company: Number of options Weighted average exercise price ($) Granted 3,591,000 0.0001 Exercised (3,390,503) 0.0001 Outstanding as of December 31, 2015 200,497 0.0001 Cancelled during 2016 (35,907) 0.0001 Outstanding as of March 31, 2017 and December 31, 2016 164,590 0.0001 The fair value of options at the issuance date were determined at $2,257,953 which were fully expensed during the twelve months 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 twelve months ended December 31, 2015, 3,390,503 (2,832,500 Pre-exchange Agreement) options were exercised by those employees who met the vesting conditions; 50% of the grants either vest immediately or at the time of U.S. Food and Drug Administration (FDA) 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. During the three months ended March 31, 2017, no outstanding options under the above plan were exercised. 2016 Equity Incentive Plan 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 Companys 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 July 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 subject to a 3 year vesting period, with the fair value of the options being expensed over a 3 year period. Two additional employees were also granted 175,000 options to purchase shares of common stock at an exercise price of $2.24 with a 1 year vesting period, with the fair value of the options being expensed over a 1 year period. One additional employee was also granted 35,000 options to purchase shares of common stock at an exercise price of $2.24 with a 2 year vesting period, with the fair value of the options expensed over a 2 year period. The fair value of the 2016 equity incentive was $2,372,108. The following table summarizes the stock option activities of the Company: Number of options Weighted average exercise price ($) Granted 2,709,998 2.2031 Exercised - (50,000) Outstanding as of March 31, 2017 and December 31, 2016 2,709,998 2.2031 During the three months ended March 31, 2017, the Company recorded stock based compensation of $221,078 in connection with 2016 equity incentive plan ($405,058 for the twelve months ended December 31, 2016) under general and administrative expenses with corresponding credit to additional paid in capital. The fair value of each option granted is estimated at the time of grant using multi-nomial lattice model using the following assumptions for both 2016 and 2015 equity incentive plans : 2016 2015 Exercise price ($) 2.00 2.58 0.0001 Risk free interest rate (%) 0.45 - 1.47 0.04 - 1.07 Expected term (Years) 1.0 - 3.0 10.0 Expected volatility (%) 101 105 94 Expected dividend yield (%) 0.00 0.00 Fair value of option ($) 0.88 0.74 Expected forfeiture (attrition) rate (%) 0.00 5.00 5.00 - 20.00 g) Outstanding warrants At March 31, 2017, the Company had the following warrant securities outstanding: Broker Warrants Consultant Warrants Warrants with Convertible Notes* Private Placement Common Share Issuance Warrants Total As at December 31, 2015 271,742 380,000 - - 651,742 RTO adjustment** 53,507 74,860 - - 128,367 After RTO 325,249 454,860 - - 780,109 Less: Exercised - (131,365) - - (131,365) Less: Expired - (245,695) - - (245,695) Add: Issued - 622,500 - - 622,500 As at December 31, 2016 325,249 700,300 - - 1,025,549 Less: Expired/cancelled - (50,000) - - - Add: Issued 55,433 255,750 - 390,744 701,927 As at March 31, 2017 380,682 906,050 - 390,744 1,677,476 Exercise Price $ 0.75-$3.00 $ 0.84-$3.00 $ 2.00 $ 3.00 Expiration Date September 2017 to March 2022 October 2017 to March 2020 March 2021 to November 2021 March 2020 * In conjunction with issuance of convertible notes as disclosed in Note 6, as at March 31, 2017 the Company is committed to issue 1,823,020 warrants upon maturity of the notes. This includes the conversion of the principal amount and interest accrued and outstanding as at March 31, 2017. **As explained above, on February 2, 2016 all outstanding warrants have been increased by a factor of 1.197. |
8. Income Taxes
8. Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Notes | |
8. Income Taxes | 8. INCOME TAXES Income taxes The provision for income taxes differs from that computed at Canadian corporate tax rate of approximately 15.50% as follows: Income tax recovery Three Months Ended March 31, 2017 Three Months Ended March 31, 2016 Twelve Months Ended March 31, 2017 Twelve Months Ended March 31, 2016 Twelve Months Ended December 31, 2016 Twelve Months Ended December 31, 2015 $ $ $ $ $ $ Net loss (1,797,610) (1,269,151) (7,809,291) (4,648,598) (7,280,831) (5,185,852) Expected income tax recovery (278,630) (196,718) (1,210,440) (720,533) (1,128,529) (803,807) Non-deductible expenses 98,771 - 98,771 717,671 618,900 462,915 Other temporary differences (600) (1,327) (11,992) (6,411) (7,138) (2,859) Change in valuation allowance 180,459 198,045 1,123,661 9,273 516,767 343,751 - - - - - - Deferred tax assets As at March 31, 2017 As at March 31, 2016 As at December 31, 2016 As at December 31, 2015 $ $ $ $ Non-capital loss carry forwards 1,607,478 944,596 1,389,471 756,534 Other temporary differences 62,917 22,238 40,499 23,565 Change in valuation allowance (1,670,395) (966,834) (1,429,970) (780,099) - - - - As of March 31, 2017 and 2016, and December 31, 2016 and 2015, the Company decided that a valuation allowance relating to the above deferred tax assets of the Company was necessary, largely based on the negative evidence represented by losses incurred and a determination that it is not more likely than not to realize these assets, such that, a corresponding valuation allowance, for each respective period, was recorded to offset deferred tax assets. As of March 31, 2017 and 2016, and December 31, 2016 and 2015, the Company has approximately $10,370,826, $6,158,577, $8,964,328, $4,880,865, respectively, of non-capital losses available to offset future taxable income. These losses will expire between 2032 to 2034. As of March 31, 2017 and 2016, and December 31, 2016 and 2015, the Company is not subject to any uncertain tax positions. |
9. Related Party Transactions
9. Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Notes | |
9. Related Party Transactions | 9. RELATED PARTY TRANSACTIONS The Companys transactions with related parties were carried out on normal commercial terms and in the course of the Companys business. Other than disclosed elsewhere in the Companys consolidated financial statements, related party transactions are as follows. Three Months Ended March 31, 2017 Three Months Ended March 31, 2016 Twelve Months Ended March 31, 2017 Twelve Months Ended March 31, 2016 Twelve Months Ended December 31, 2016 Twelve Months Ended December 31, 2015 $ $ $ $ $ $ Consulting fees and allowance* - 43,680 178,460 129,078 222,140 145,825 Salary and allowance** 80,052 - 291,954 63,000 211,902 63,000 Stock based compensation*** 203,512 - 623,561 1,054,958 420,049 2,190,152 Total 283,564 43,680 1,093,975 1,247,036 854,091 2,398,977 * Consulting fees and allowance represents amounts paid/payable to a related party owned by a shareholder/chief executive officer of the Company. ** Salary and allowance include salary, car allowance, vacation pay, bonus and other allowances paid or payable to a shareholder or the chief executive officer of the Company. *** Stock based compensation represent the fair value of the options, warrants and equity incentive plan for directors, shareholders and the chief executive officer of the Company. |
10. Commitment
10. Commitment | 3 Months Ended |
Mar. 31, 2017 | |
Notes | |
10. Commitment | 10. COMMITMENT 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, whereas the final 3 months is $18,062. |
11. Subsequent Events
11. Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Notes | |
11. Subsequent Events | 11. SUBSEQUENT EVENTS The Companys management has evaluated subsequent events up to June 28, 2017, the date the financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent events: Common Share Financing In addition to the conversion of bridge notes (see below) into common shares, between April 1 and June 16, 2017, the Company sold to accredited investors, in multiple closings, an aggregate of 1,070,183 units (the Units) for gross proceeds of $1,872,820 at a purchase price of $1.75 per Unit, in a private offering of a minimum of $1,000,000 and up to a maximum of $8,000,000 (subject to an overallotment option) (the Common Share Offering). Each unit consist of common stock, par value $0.001 per share and a three-year warrant to purchase one-half share of common stock at an initial exercise price of $3.00 per whole share. After payment of placement agent fees and expenses but before the payment of other offering expenses such as legal and accounting expenses, the Registrant received net proceeds of approximately $1,722,775. The Units will be offered to investors until June 30, 2017, subject to an extension of the Common Share Offering. Pursuant to an Investment Banking Agreement previously entered into by the Company with a Placement Agent, the Company is obligated to pay the following compensation at each closing of the Common Share Offering: (a) a cash fee of up to 10% of the gross proceeds raised at such closing; provided that in certain circumstances the Placement Agent and its sub-placement agents, collectively, will receive a cash fee of up to 13% of the gross proceeds raised at such closing; (b) reimbursement of reasonable out-of-pocket expense; and (c) subject to certain limitations, a 5-year warrant to purchase 8% of the Common Stock sold in the Offering at an exercise price of $3.00 per share (the Placement Agents Warrants). The Placement Agents Warrants are not callable and have a customary weighted average anti-dilution provision and a cashless exercise provision. Based on the multiple closings that were completed by June 16, 2017, the Company paid to the Placement Agent and its sub-agents an aggregate of approximately $398,116, and issued Placement Agents Warrants to purchase an aggregate of 141,047 shares of Common Stock. Conversion of Bridge Notes Until May 31, 2017, the Company successfully raised more than the threshold amount of $3,000,000 in aggregate proceeds from the Common Share Offering (a Qualified Financing) required in order to convert the principal amount of the Bridge Notes described in Note 8, along with accrued interest thereon, into units of the Common Share Offering, based upon the lesser of: (i) $1.60 per New Round Stock and (ii) the quotient obtained by dividing (x) the Outstanding Balance on the conversion date multiplied by 1.20 by (y) the actual price per New Round Stock in the Qualified Financing. The notes and the warrants were further subject to a most-favored nation clause in the event the Registrant, prior to maturity of the notes, consummates a financing that is not a Qualified Financing. Upon completion of a Qualified Financing, in connection with the conversion of the Bridge Notes the Company will also pay the Placement Agent up to 8% in broker warrants with an exercise price of $3.00 and an expiry date of two years from the date of issuance. No cash commissions are payable to the Placement Agent in connection with the conversion of the Bridge Notes as these were paid on the closing of the Bridge Notes offering. Pursuant to meeting the capital raising threshold of $3,000,000, convertible notes with an aggregate principal amount of $2,455,000, issued between March 31, 2016 and February 21, 2017, along with accrued interest of $203,571 were converted into an aggregate of 1,823,020 shares of the Companys common stock, with warrants to purchase 911,510 shares, pursuant to the terms of the convertible notes, at an exercise price of $3.00. Furthermore, pursuant to conversion terms, the Company also issued five-year warrants to the same security holders, allowing them to purchase an aggregate of 1,823,020 shares of the Companys common stock at an exercise price per share of $2.00. Shares Held in Escrow 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. The forfeiture date within this agreement has been subsequently extended and is expected to be July 31, 2017. During the year ended March 31, 2017, aggregate gross proceeds of $2,455,000 were raised through the sale of unsecured convertible debentures and a further $1,367,573 were raised as part of a private placement of the Company's common shares. As such, a total of 292,268 shares were released from escrow, resulting in 166,482 shares of the Company's common stock remaining in escrow at year end. Subsequent to year end, an additional $1,872,820 was raised in aggregate proceeds of follow-on private placement common share issuances. As a result, an additional 143,193 of the Company's common stock will be released from escrow, resulting in 23,290 shares remaining in escrow as at June 28, 2017. These remaining escrowed shares are subject to a pro rata reduction to the extent the Company raises less than its $6 million target. Issuance of Shares Subsequent to year end through June 29, 2017, the Company issued an aggregate of 30,208 common shares to consultants in connection with media and marketing services provided during the three months ended March 31, 2017. The Company also negotiated repayment of vendor payable amounts totaling $79,083 through the issuance of 32,623 common shares. U.S. Food and Drug Administration (FDA) Application On April 12, 2017, the Company filed for a second and final 510(k) application for approval of the hardware portion of its Bioflux solution with the FDA, and expects to receive a response during 2017. The Company has already received FDA approval for the software portion of its remote cardiac monitoring wearable. The device hardware approval is material to the Company because it is the final regulatory requirement needed to bring its flagship product to market. Change in Year End On April 21, 2017, the Company announced that it is changing its year-end to March 31 st |
3. Summary of Significant Acc18
3. Summary of Significant Accounting Policies: Use of Estimates (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of the 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, stock options, and assumptions used in the going concern assessment. 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. |
3. Summary of Significant Acc19
3. Summary of Significant Accounting Policies: Earnings (loss) Per Share (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Policies | |
Earnings (loss) Per Share | Earnings (Loss) Per Share The Company has adopted the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) Topic 260-10 which provides for calculation of basic and diluted earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at March 31, 2017 and 2016, and as at December 31, 2016 and 2015. |
3. Summary of Significant Acc20
3. Summary of Significant Accounting Policies: Foreign Currency Translation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Policies | |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Canadian based company is the Canadian dollar and the 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 Companys Canadian subsidiaries from their functional currency into the Companys 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. |
3. Summary of Significant Acc21
3. Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 Valuation based on quoted market prices in active markets for identical assets or liabilities. Level 2 Valuation based on quoted market prices for similar assets and liabilities in active markets. Level 3 Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring managements best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Companys assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, deposits and other receivables, convertible promissory notes, and accounts payable and accrued liabilities. The Company's cash and derivative liabilities, which are carried at fair values, are classified as a Level 1 and Level 2, respectively. The Companys bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. |
3. Summary of Significant Acc22
3. Summary of Significant Accounting Policies: Income Taxes (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Policies | |
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. |
3. Summary of Significant Acc23
3. Summary of Significant Accounting Policies: Research and Development (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Policies | |
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 . |
3. Summary of Significant Acc24
3. Summary of Significant Accounting Policies: Stock Based Compensation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Policies | |
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. |
3. Summary of Significant Acc25
3. Summary of Significant Accounting Policies: Operating Leases (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Policies | |
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. |
3. Summary of Significant Acc26
3. Summary of Significant Accounting Policies: Convertible Notes Payable and Derivative Instruments (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Policies | |
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. |
3. Summary of Significant Acc27
3. Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Policies | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board ("FASB") to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers accounting for an employees use of shares to satisfy the employers statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the consolidated financial position and/or results of operations. In March 2016, the Company adopted the accounting pronouncement issued by the FASB to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. The Company adopted these provisions on a prospective basis. In addition, this pronouncement changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers accounting for an employees use of shares to satisfy the employers statutory income tax withholding obligation. The adoption of this pronouncement did not have a material impact on the Companys 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 consolidated 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 consolidated 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 consolidated 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 adopted this pronouncement on January 1, 2017, and the adoption did not have a material impact on the consolidated financial position and/or results of operations. |
4. Accounts Payable and Accru28
4. Accounts Payable and Accrued Liabilities: Schedule of Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Accounts Payable and Accrued Liabilities | As at March 31, 2017 As at March 31, 2016 As at December 31, 2016 As at December 31, 2015 $ $ $ $ Trade accounts payable 866,188 295,203 823,595 274,055 Accrued liabilities 271,266 168,125 337,400 139,218 Advances from investors - - 155,000 - Due from related parties - 53,606 - - 1,137,454 516,934 1,315,995 413,273 |
5. Convertible Promissory Not29
5. Convertible Promissory Notes: Convertible Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Convertible Debt | $ Accreted value of convertible promissory notes as at December 31, 2015 783,778 Face value of convertible promissory notes issued during March 2016 175,000 Discount recognized at issuance due to embedded derivatives (74,855) Accretion expense for three months March 31, 2016 73,572 Accreted value of convertible promissory notes as at March 31, 2016 957,495 Accretion expense - including loss on conversion of $88,530 411,483 Conversion of the notes transferred to equity (1,368,978) Accreted value of convertible promissory notes as at March 31, 2017 - |
5. Convertible Promissory Not30
5. Convertible Promissory Notes: Schedule of Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Debt | As at March 31, 2017 As at December 31, 2016 $ $ Face value of convertible promissory notes issued 2,455,000 2,230,000 Day one derivative loss recognized during the year 35,249 26,309 Discount recognized at issuance due to embedded derivatives (1,389,256) (1,155,660) Cash financing costs (174,800) (155,300) Accretion expense 630,797 363,363 Accreted value of convertible promissory notes 1,556,990 1,308,712 |
6. Derivative Liabilities_ Sche
6. Derivative Liabilities: Schedule of Derivative Assets at Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Derivative Assets at Fair Value | Convertible Notes Broker Warrants Private Placement Investor Warrants Total $ $ $ $ Derivative liabilities as at December 31, 2015 480,952 80,268 - 561,220 Derivative fair value at issuance (Note 5) 1,155,660 - - 1,155,660 Transferred to equity upon conversion of notes (Notes 5 and 7) (1,538,934) - - (1,538,934) Change in fair value of derivatives 1,325,972 7,440 - 1,333,412 Derivative liabilities as at December 31, 2016 1,423,650 87,708 - 1,511,358 Derivative fair value at issuance 233,597 104,627 339,308 677,532 Change in fair value of derivatives 23,114 (48,114) (6) (25,006) Derivative liabilities as at March 31, 2017 1,680,361 144,221 339,302 2,163,884 |
6. Derivative Liabilities_ Sc32
6. Derivative Liabilities: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Assumptions As at March 31, 2017 As at March 31, 2016 As at December 31, 2016 As at December 31, 2015 Dividend yield 0.00% 0.00% 0.00% 0.00% Risk-free rate for term 0.62% 0.91% 0.21% - 0.59% 0.44% 0.62% 0.33% - 0.72% Volatility 103% 106% 100% - 105% 101% 105% 98% - 100% Remaining terms (Years) 0.01 1.0 1 - 1.5 0.21 1.0 1.72 - 2.0 Stock price ($ per share) $2.50 and $2.58 $2.55 and $2.48 $1.49 and $3.00 $2.00 |
7. Stockholders' Deficiency_ Sc
7. Stockholders' Deficiency: Schedule of Share-based Compensation, Stock Options, Activity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Share-based Compensation, Stock Options, Activity | Number of options Weighted average exercise price ($) Granted 3,591,000 0.0001 Exercised (3,390,503) 0.0001 Outstanding as of December 31, 2015 200,497 0.0001 Cancelled during 2016 (35,907) 0.0001 Outstanding as of March 31, 2017 and December 31, 2016 164,590 0.0001 |
7. Stockholders' Deficiency_ 34
7. Stockholders' Deficiency: Schedule of Stock Option Activities Table Text Block (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Stock Option Activities Table Text Block | Number of options Weighted average exercise price ($) Granted 2,709,998 2.2031 Exercised - (50,000) Outstanding as of March 31, 2017 and December 31, 2016 2,709,998 2.2031 |
7. Stockholders' Deficiency_ 35
7. Stockholders' Deficiency: Schedule of Assumptions Used (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Assumptions Used | 2016 2015 Exercise price ($) 2.00 2.58 0.0001 Risk free interest rate (%) 0.45 - 1.47 0.04 - 1.07 Expected term (Years) 1.0 - 3.0 10.0 Expected volatility (%) 101 105 94 Expected dividend yield (%) 0.00 0.00 Fair value of option ($) 0.88 0.74 Expected forfeiture (attrition) rate (%) 0.00 5.00 5.00 - 20.00 |
7. Stockholders' Deficiency_ 36
7. Stockholders' Deficiency: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Stockholders' Equity Note, Warrants or Rights | Broker Warrants Consultant Warrants Warrants with Convertible Notes* Private Placement Common Share Issuance Warrants Total As at December 31, 2015 271,742 380,000 - - 651,742 RTO adjustment** 53,507 74,860 - - 128,367 After RTO 325,249 454,860 - - 780,109 Less: Exercised - (131,365) - - (131,365) Less: Expired - (245,695) - - (245,695) Add: Issued - 622,500 - - 622,500 As at December 31, 2016 325,249 700,300 - - 1,025,549 Less: Expired/cancelled - (50,000) - - - Add: Issued 55,433 255,750 - 390,744 701,927 As at March 31, 2017 380,682 906,050 - 390,744 1,677,476 Exercise Price $ 0.75-$3.00 $ 0.84-$3.00 $ 2.00 $ 3.00 Expiration Date September 2017 to March 2022 October 2017 to March 2020 March 2021 to November 2021 March 2020 |
8. Income Taxes_ Schedule of Ef
8. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Effective Income Tax Rate Reconciliation | Three Months Ended March 31, 2017 Three Months Ended March 31, 2016 Twelve Months Ended March 31, 2017 Twelve Months Ended March 31, 2016 Twelve Months Ended December 31, 2016 Twelve Months Ended December 31, 2015 $ $ $ $ $ $ Net loss (1,797,610) (1,269,151) (7,809,291) (4,648,598) (7,280,831) (5,185,852) Expected income tax recovery (278,630) (196,718) (1,210,440) (720,533) (1,128,529) (803,807) Non-deductible expenses 98,771 - 98,771 717,671 618,900 462,915 Other temporary differences (600) (1,327) (11,992) (6,411) (7,138) (2,859) Change in valuation allowance 180,459 198,045 1,123,661 9,273 516,767 343,751 - - - - - - |
8. Income Taxes_ Schedule of De
8. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | As at March 31, 2017 As at March 31, 2016 As at December 31, 2016 As at December 31, 2015 $ $ $ $ Non-capital loss carry forwards 1,607,478 944,596 1,389,471 756,534 Other temporary differences 62,917 22,238 40,499 23,565 Change in valuation allowance (1,670,395) (966,834) (1,429,970) (780,099) - - - - |
9. Related Party Transactions_
9. Related Party Transactions: Schedule of Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Tables/Schedules | |
Schedule of Related Party Transactions | Three Months Ended March 31, 2017 Three Months Ended March 31, 2016 Twelve Months Ended March 31, 2017 Twelve Months Ended March 31, 2016 Twelve Months Ended December 31, 2016 Twelve Months Ended December 31, 2015 $ $ $ $ $ $ Consulting fees and allowance* - 43,680 178,460 129,078 222,140 145,825 Salary and allowance** 80,052 - 291,954 63,000 211,902 63,000 Stock based compensation*** 203,512 - 623,561 1,054,958 420,049 2,190,152 Total 283,564 43,680 1,093,975 1,247,036 854,091 2,398,977 |
4. Accounts Payable and Accru40
4. Accounts Payable and Accrued Liabilities: Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Details | ||||
Accounts Payable, Trade, Current | $ 866,188 | $ 823,595 | $ 295,203 | $ 274,055 |
Accrued Liabilities, Current | $ 271,266 | 337,400 | 168,125 | $ 139,218 |
Advances from Investors | $ 155,000 | |||
Due from Related Parties | $ 53,606 |
5. Convertible Promissory Not41
5. Convertible Promissory Notes: Convertible Debt (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | ||
Details | |||||||
Accreted Value of Convertible Promissory Notes | $ 957,495 | $ 957,495 | $ 783,778 | ||||
Convertbile Promissory Note Face Value | 175,000 | ||||||
Discount Recognized due to Embedded Derivatives | (74,855) | ||||||
Accretion expense | [1] | $ 276,375 | $ 73,572 | $ 1,177,674 | $ 974,871 | $ 133,447 | $ 59,875 |
Accretion Expense, Including Loss on Conversion | 411,483 | ||||||
Conversion of Notes Transferred to Equity | $ (1,368,978) | ||||||
[1] | Including day one derivative loss; See Note 5 |
5. Convertible Promissory Not42
5. Convertible Promissory Notes: Schedule of Debt (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Details | ||
Face Value of Convertible Promissory Notes Issued | $ 2,455,000 | $ 2,230,000 |
Day One Derivative Loss Recognized During the Year | 35,249 | 26,309 |
Discount Recognized at Issuance Due to Embedded Derivatives | (1,389,256) | (1,155,660) |
Cash Financing Costs | (174,800) | (155,300) |
Accretion Expense | 630,797 | 363,363 |
Accreted Value of Promissory Notes | $ 1,556,990 | $ 1,308,712 |
6. Derivative Liabilities_ Sc43
6. Derivative Liabilities: Schedule of Derivative Assets at Fair Value (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Convertible Notes Warrants | |||
Derivative Liability, Current | $ 1,680,361 | $ 1,423,650 | $ 480,952 |
Derivative Liability, Fair Value, Gross Liability | 233,597 | 1,155,660 | |
Transferred to equity upon conversion of the notes | (1,538,934) | ||
Change in Fair Value of Derivatives | 23,114 | 1,325,972 | |
Broker Warrants | |||
Derivative Liability, Current | 144,221 | 87,708 | 80,268 |
Derivative Liability, Fair Value, Gross Liability | 104,627 | ||
Change in Fair Value of Derivatives | (48,114) | 7,440 | |
Private Placement Investor Warrants | |||
Derivative Liability, Current | 339,302 | ||
Derivative Liability, Fair Value, Gross Liability | 339,308 | ||
Change in Fair Value of Derivatives | (6) | ||
Total | |||
Derivative Liability, Current | $ 2,163,884 | 1,511,358 | 561,220 |
Derivative Liability, Fair Value, Gross Liability | 677,532 | 1,155,660 | |
Transferred to equity upon conversion of the notes | (1,538,934) | ||
Change in Fair Value of Derivatives | $ (25,006) | $ 1,333,412 |
6. Derivative Liabilities_ Sc44
6. Derivative Liabilities: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - Assumptions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Assumptions, Expected Volatility Rate | 0.00% | 0.00% | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.62% | 0.21% | 0.44% | 0.33% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 0.91% | 0.59% | 0.62% | 0.72% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 103.00% | 100.00% | 101.00% | 98.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 106.00% | 105.00% | 105.00% | 100.00% |
Remaining Term1 | 0.01 | 1 | 0.21 | 1.72 |
Remaining Term 2 | 1 | 1.5 | 1 | 2 |
Stock Price | 2.50 | 2.55 | 1.49 | 2 |
Stock Price2 | 2.58 | 2.48 | 3 |
7. Stockholders' Deficiency (De
7. Stockholders' Deficiency (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2015 | |
Common Stock, Shares Authorized | 125,000,000 | 125,000,000 | 125,000,000 | 100,000,000 |
Common Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | 1,000,000 |
Common Stock Shares Issued | 912,652 | |||
Exercise of Proceeds | ||||
Common Stock Shares Issued | 131,365 | |||
Operations | ||||
Warrants Issued | 472,084 |
7. Stockholders' Deficiency_ 46
7. Stockholders' Deficiency: Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2017 | |
Details | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 3,591,000 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.0001 | ||
Share based compensation arrangement by share based payment award options exercised during period | (3,390,503) | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.0001 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 200,497 | 164,590 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.0001 | $ 0.0001 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | (35,907) | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 0.0001 |
7. Stockholders' Deficiency_ 47
7. Stockholders' Deficiency: Schedule of Stock Option Activities Table Text Block (Details) | 15 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Details | |
Stock Options Granted | shares | 2,709,998 |
Stock Options Granted - Weighted Average Exercise Price | $ 2.2031 |
Stock Options Exercised - Weighted Average Exercise Price | $ (50,000) |
Stock Options Outstanding | shares | 2,709,998 |
Stock Options Outstanding - Weighted Average Exercise Price | $ 2.2031 |
7. Stockholders' Deficiency_ 48
7. Stockholders' Deficiency: Schedule of Assumptions Used (Details) - Stock Options Granted - Multi-Nomial Lattice | 12 Months Ended | |
Dec. 31, 2016$ / shares | Dec. 31, 2015$ / shares | |
Stock Price | 2 | 0.0001 |
Stock Price2 | 2.58 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.45% | 0.04% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.47% | 1.07% |
Remaining Term1 | 1 | |
Remaining Term 2 | 3 | 10 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 101.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 105.00% | 94.00% |
Fair Value Assumptions, Expected Volatility Rate | 0.00% | 0.00% |
Fair Value Assumptions, Exercise Price | $ 0.88 | $ 0.74 |
Expected Forfeiture Rate, Minimum | 0.00% | 5.00% |
Expected Forfeiture Rate, Maximum | 5.00% | 20.00% |
7. Stockholders' Deficiency_ 49
7. Stockholders' Deficiency: Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - shares | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Broker Warrants | |||
Class of Warrant or Right, Outstanding | 380,682 | 325,249 | 271,742 |
Broker Warrants | RTO Adjustment | |||
Class of Warrant or Right, Outstanding | 53,507 | ||
Broker Warrants | After RTO | |||
Class of Warrant or Right, Outstanding | 325,249 | ||
Broker Warrants | Add Issued | |||
Class of Warrant or Right, Outstanding | 55,433 | ||
Consultant Warrants | |||
Class of Warrant or Right, Outstanding | 906,050 | 700,300 | 380,000 |
Consultant Warrants | RTO Adjustment | |||
Class of Warrant or Right, Outstanding | 74,860 | ||
Consultant Warrants | After RTO | |||
Class of Warrant or Right, Outstanding | 454,860 | ||
Consultant Warrants | Less Exercised | |||
Class of Warrant or Right, Outstanding | (131,365) | ||
Consultant Warrants | Less Expired | |||
Class of Warrant or Right, Outstanding | (50,000) | (245,695) | |
Consultant Warrants | Add Issued | |||
Class of Warrant or Right, Outstanding | 255,750 | 622,500 | |
Private Placement Common Share Issuance Warrants | |||
Class of Warrant or Right, Outstanding | 390,744 | ||
Private Placement Common Share Issuance Warrants | Add Issued | |||
Class of Warrant or Right, Outstanding | 390,744 | ||
Total | |||
Class of Warrant or Right, Outstanding | 1,677,476 | 1,025,549 | 651,742 |
Total | RTO Adjustment | |||
Class of Warrant or Right, Outstanding | 128,367 | ||
Total | After RTO | |||
Class of Warrant or Right, Outstanding | 780,109 | ||
Total | Less Exercised | |||
Class of Warrant or Right, Outstanding | (131,365) | ||
Total | Less Expired | |||
Class of Warrant or Right, Outstanding | (245,695) | ||
Total | Add Issued | |||
Class of Warrant or Right, Outstanding | 701,927 | 622,500 |
8. Income Taxes_ Schedule of 50
8. Income Taxes: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Details | ||||||
Other Comprehensive Income (Loss), Net of Tax | $ (1,797,610) | $ (1,269,151) | $ (7,809,291) | $ (7,280,831) | $ (4,648,598) | $ (5,185,852) |
Expected Income Tax Recovery | (278,630) | (196,718) | (1,210,440) | (1,128,529) | (720,533) | (803,807) |
Non Deductible Expense | 98,771 | 98,771 | 618,900 | 717,671 | 462,915 | |
Other Temporary Differences | (600) | (1,327) | (11,992) | (7,138) | (6,411) | (2,859) |
Valuation Allowance | $ 180,459 | $ 198,045 | $ 1,123,661 | $ 516,767 | $ 9,273 | $ 343,751 |
8. Income Taxes_ Schedule of 51
8. Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Details | ||||
Deferred Tax Assets, Operating Loss Carryforwards | $ 1,607,478 | $ 1,389,471 | $ 944,596 | $ 756,534 |
Deferred Tax Assets, Other Loss Carryforwards | 62,917 | 40,499 | 22,238 | 23,565 |
Deferred Tax Assets, Valuation Allowance, Current | $ (1,670,395) | $ (1,429,970) | $ (966,834) | $ (780,099) |
9. Related Party Transactions52
9. Related Party Transactions: Schedule of Related Party Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Details | ||||||
Professional Fees | $ 43,680 | $ 178,460 | $ 222,140 | $ 129,078 | $ 145,825 | |
Compensation | $ 80,052 | 291,954 | 211,902 | 63,000 | 63,000 | |
Stock Based Compensation | $ 203,512 | $ 623,561 | $ 420,049 | $ 1,054,958 | $ 2,190,152 |
10. Commitment (Details)
10. Commitment (Details) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Details | |
Oil and Gas Property, Lease Operating Expense | $ 16,530 |