Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2016shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | FY |
Entity Registrant Name | Ehave, Inc. |
Entity Central Index Key | 1,653,606 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Trading Symbol | EHVVF |
Entity Common Stock, Shares Outstanding | 44,359,162 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 6,781 | $ 15,131 |
Other receivables | 28,444 | 13,169 |
Prepaid expenses | 13,155 | 5,913 |
Refundable taxes receivable (Note 8) | 0 | 104,782 |
Total current assets | 48,380 | 138,995 |
TOTAL ASSETS | 48,380 | 138,995 |
Current Liabilities | ||
Accounts payable | 357,593 | 111,881 |
Current portion of Convertible notes (Notes 4 and 5) | 325,000 | 0 |
Accrued interest on convertible notes | 24,085 | 6,231 |
Total current liabilities | 706,678 | 118,112 |
Long term liabilities | ||
Development grant | 167,573 | 162,563 |
Convertible notes (Notes 4 and 5) | 366,089 | 325,000 |
Total long term liabilities | 533,662 | 487,563 |
Total Liabilities | 1,240,340 | 605,675 |
Commitments (Note 9) | ||
Stockholders’ Deficit | ||
Common stock, no par value, unlimited authorized, 44,359,162 issued and outstanding (2015 - 28,072,366 issued and outstanding) | 913,403 | 546,948 |
Additional paid in capital (Note 6) | 582,825 | 207,784 |
Accumulated deficit | (2,847,511) | (1,345,307) |
Accumulated other comprehensive income | 159,323 | 123,895 |
Total stockholders’ deficit | (1,191,960) | (466,680) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 48,380 | $ 138,995 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Common Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Common Stock, Shares, Issued | 44,359,162 | 28,072,366 |
Common Stock, Shares, Outstanding | 44,359,162 | 28,072,366 |
STATEMENTS OF OPERATIONS AND OT
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue | $ 0 | $ 0 |
Operating Expenses | ||
Salaries | 365,824 | 192,783 |
Rent | 35,328 | 17,290 |
Professional fees | 378,156 | 203,242 |
Insurance | 5,110 | 8,602 |
Travel | 30,608 | 3,577 |
Communications | 108,175 | 0 |
Software development | 221,688 | 37,014 |
General and administrative | 39,393 | 28,600 |
Total operating expenses | 1,184,282 | 491,108 |
Operating Loss | (1,184,282) | (491,108) |
Other expenses | ||
Warrant expense | (301,606) | (207,784) |
Interest and bank charges, net | (1,175) | (494) |
Interest on convertible notes | (19,186) | (6,231) |
Total other expenses | (321,967) | (214,509) |
Loss before taxes | (1,506,249) | (705,617) |
Less: Refundable taxes | 4,045 | 104,782 |
Net loss | (1,502,204) | (600,835) |
Other Comprehensive income | ||
Foreign exchange translation adjustment | 35,428 | 27,374 |
Total other comprehensive income | 35,428 | 27,374 |
Comprehensive loss | $ (1,466,776) | $ (573,461) |
Weighted average shares used to compute net loss per share | 32,144,065 | 22,433,195 |
Net loss per share | $ (0.05) | $ (0.03) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,502,204) | $ (600,835) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Warrant expense | 301,606 | 207,784 |
Stock options expense | 73,435 | 0 |
Changes in operating assets and liabilities: | ||
Other receivables | (15,070) | (9,120) |
Prepaid expenses | (7,155) | (2,346) |
Accounts payable | 261,569 | (24,523) |
Accrued interest on convertible notes | 17,854 | 7,968 |
Advances to related parties | 0 | 7,957 |
Refundable taxes receivable | 109,470 | 61,078 |
Net cash used in operating activities | (760,495) | (352,037) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible notes | 400,357 | 325,000 |
Proceeds from sale of common stock | 366,455 | 41,630 |
Net cash provided by financing activities | 766,812 | 366,630 |
CASH FLOWS FROM INVESTING ACTIVITIES | 0 | 0 |
Effect of exchange rate on cash | (14,667) | (58) |
Net increase (decrease) in cash | (8,350) | 14,535 |
Cash, beginning of year | 15,131 | 596 |
Cash, end of year | 6,781 | 15,131 |
Non-cash financing activity | ||
Conversion of convertible notes | 0 | 483,768 |
Warrant expense | $ 390,713 | $ 207,784 |
STATEMENT OF STOCKHOLDERS_ DEFI
STATEMENT OF STOCKHOLDERS’ DEFICIT - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] |
Balance at Dec. 31, 2014 | $ (626,401) | $ 21,550 | $ (744,472) | $ 96,521 | |
Balance (in shares) at Dec. 31, 2014 | 13,965,424 | ||||
Issuance of shares for cash | 41,630 | $ 41,630 | |||
Issuance of shares for cash (in shares) | 930,848 | ||||
Conversion of debenture | 483,768 | $ 483,768 | |||
Conversion of debenture (in shares) | 13,176,094 | ||||
Warrants and stock options issued (Note 6) | 207,784 | $ 207,784 | |||
Net loss | (600,835) | (600,835) | |||
Foreign exchange translation | 27,374 | 27,374 | |||
Balance at Dec. 31, 2015 | (466,680) | $ 546,948 | 207,784 | (1,345,307) | 123,895 |
Balance (in shares) at Dec. 31, 2015 | 28,072,366 | ||||
Issuance of shares for cash | 366,455 | $ 366,455 | |||
Issuance of shares for cash (in shares) | 16,286,796 | ||||
Warrants and stock options issued (Note 6) | 375,041 | 375,041 | |||
Net loss | (1,502,204) | (1,502,204) | |||
Foreign exchange translation | 35,428 | 35,428 | |||
Balance at Dec. 31, 2016 | $ (1,191,960) | $ 913,403 | $ 582,825 | $ (2,847,511) | $ 159,323 |
Balance (in shares) at Dec. 31, 2016 | 44,359,162 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES EHAVE, Inc. (formerly known as “Behavioural Neurological Applications and Solutions or 2304101 Ontario Inc.”) (“We” or “the Company”), was incorporated under the laws of the Province of Ontario, Canada on October 31, 2011. The Company is a healthcare company developing digital tools dedicated to the lives of adults and children suffering from mental illness. Our product focus is based on three tiers of activities: (1) MegaTeam clinically validated digital assessment and rehabilitation software that is engaging for the patient (2) Adaptation of third-party clinically validated digital assessment and rehabilitation software for enhanced patient engagement and data modeling (3) Ehave Connect, the Company’s advanced mental health informatics and digital application delivery platform. The Company intends to provide technology solutions to clinicians, patients, researchers, pharmaceutical companies, and payors. These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year end is December 31. The Company qualifies as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as the Company does not have more than $ 1,000,000,000 The following criteria must be met in determining whether revenue may be recorded: (1) persuasive evidence of a contract exists; (2) software has been delivered and/or services have been provided; (3) the price is fixed or determinable; and (4) collection is reasonably assured. Revenue is recorded as the software is delivered and/or services are provided based on the relative fair value of each element. Unbilled receivables are created when services are performed or software is delivered and revenue is recognized in advance of billings. Deferred revenue is created when billing occurs in advance of performing services or when all revenue recognition criteria have not been met. The Company generates revenue from the following sources: (1) Software revenue, (2) Software as a Service [“SaaS”], and (3) Services revenue. Software Revenue : The Company’s software revenue is comprised of traditional software license fees, maintenance and support fees, and fees from the resale of third-party software licenses. These software license fees include term licenses, perpetual licenses and rental fees. Maintenance and support are generally offered under annual or multi-year terms and are billed either monthly or annually in advance. The Company’s maintenance and support provides customers with periodic technology updates and interactive support related to our software. Maintenance and support revenue is recognized ratably over the stated term. Services Revenue : The Company’s services offerings help customers to install, optimize and integrate the Company’s software into their computing environment. For fixed-fee professional services contracts, revenue is recorded based upon proportional performance, measured by the actual number of hours incurred divided by the total estimated number of hours for the project. Changes in the estimated costs or hours to complete the contract, and losses, if any, are reflected in the period during which the change or loss becomes known. The Company also provides professional services on a time and materials basis, recognized monthly based upon hours incurred to date. In all cases, contract milestones, project risk profile and refund provisions are taken into consideration. The functional currency of the Company’s foreign operations is generally the local currency of the country in which the operation is located. All assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Revenue and expenses are translated using average exchange rates during the period. Increases and decreases in net assets resulting from currency translation are reflected in stockholders’ deficit as a component of accumulated other comprehensive income. Software development costs are expensed as incurred and consist primarily of design and development costs of new products, and significant enhancements to existing products incurred before the establishment of technological feasibility. Costs incurred subsequent to technological feasibility of new and enhanced products, costs incurred to purchase or to create and implement internal-use software, and software obtained through business acquisitions are capitalized. Such costs are amortized over the estimated useful lives of the related products, using the straight-line method. Income tax expense is based on income before income taxes, and is accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded when it is more likely than not that a deferred tax asset will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Considerable judgment is required in assessing and estimating these amounts and the difference between the actual outcome of these future tax consequences and the estimates made could have a material impact on the operating results. To the extent that new information becomes available which causes the Company to change its judgment regarding the adequacy of existing tax liabilities, such changes to tax liabilities will impact income tax expense in the period in which such determination is made. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. The Company makes claims for Scientific Research and Experimental Development (“SRED”) expenditures which are included in refundable taxes receivable. Judgment is required in the determination of qualifying expenses. The final determination of qualifying expenses is not known until acceptance by tax authorities. The Company’s SRED credits are recorded in the financial statements after review of the relevant accounting pronouncements and recorded as refundable taxes receivable once the determination of the expected SRED credits are reasonably assured. See Note 8. Cost of sales and direct operating expenses represents the cost of providing the Company’s software and services offerings to customers and excludes depreciation, amortization and the cost of maintenance. The Company has adopted Accounting Standards Codification (“ASC”) subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share (EPS) information. Basic EPS includes no dilution and is computed by dividing income or loss by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of securities that could share in the earnings or losses of the entity. The Company had options to purchase 2,217,958 8,200,000 12,064,140 7,946,210 During the years December 31, 2016 and 2015 and through May 16, 2017 there were several new accounting pronouncements issued by the Financial Accounting Standards Board (FASB). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. Business Risk The Company is in its early stages and relies on third-party contractors for the research and development activities related to its products. Should the agreements with the Company’s contractors terminate, the Company may experience disruption in its research and development activities until such time when replacements can be contracted or hired. Foreign Currency Risk The Company is exposed to fluctuations in the exchange rate between the United States dollar and the Canadian dollar. The Company’s continued financing activities are primarily in United States dollars while the Company’s expenditures are primarily in Canadian dollars. Should the exchange rate between the Canadian dollar and the United States dollar fluctuate, the Company may be exposed to resource constraints. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | 2. GOING CONCERN The accompanying financial statements have been prepared in conformity with accounting principles generally accepted accounting principles in the United States, which contemplate the continuation of the Company as a going concern. The Company reported an accumulated deficit of $ 2,847,511 1,466,776 In view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a significant infusion of capital. At December 31, 2016, the Company had insufficient operating revenues and cash flows to meet its financial obligations. There can be no assurance that management will be successful in implementing its plans. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company raised $ 366,455 400,357 937,063 |
FAIR VALUE MEASUREMENTS AND DIS
FAIR VALUE MEASUREMENTS AND DISCLOSURES | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Measurement Inputs, Disclosure [Text Block] | ASC Topic 820, Fair Value Measurement |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 4. RELATED PARTY TRANSACTIONS The Company paid a salary to Scott Woodrow, the former Chief Executive Officer and Director of the Company, of $ 236,525 192,783 32,500 162,350 35,582 Related Party Position Amount Jesse Kaplan Director $ 142,358 David Stefansky Director 142,538 $ 284,896 On January 12, 2017, Jesse Kaplan and David Stefansky resigned as Directors of the Company. At December 31, 2015, Convertible Notes to related parties were as follows: Related Party Position Amount Jesse Kaplan Director $ 65,000 David Stefansky Director 65,000 $ 130,000 |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 5. CONVERTIBLE NOTES During the year ended December 31, 2016, the Company received proceeds on convertible notes of $ 466,000 325,000 4 0.0409 11,947,403 In connection with the purchase of convertible notes, holders of the convertible note were issued 11,393,643 The convertible notes are secured by a general security agreement on the Company’s assets. On February 2, 2017, the holders of convertible notes executed their conversion option of their convertible notes and exercised their warrants under the cashless exercise provision resulting in the issuance of 21,477,046 On November 14, 2016, the Company entered into a convertible promissory note agreement with existing shareholders of the Company, for proceeds up to $ 1,500,000 80 5,500,000 120 |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 6. STOCK BASED COMPENSATION Under the terms of the Company’s employment agreement with the Chief Executive Officer, Prateek Dwivedi, Mr. Dwivedi received a grant of stock options to purchase up to 2,808,359 0.12 Summary Stock Compensation Table Securities Stock Non-Vested Underlying Stock Options Stock Non-Vested Awards Awards Awards Stock Total Year ended December 31, 2014 $ - $ - $ - - $ - Year ended December 31, 2015 $ - $ - $ - - $ - Year ended December 31, 2016 $ - $ - $ - 2,808,359 $ - Weighted Average Weighted- Remaining Average Contractual Aggregate Exercise Term Intrinsic Shares Price (in Years) Value Outstanding December 31, 2014 8,200,000 $ 0 7.0 - Granted - - - - Exercised - - - - Forfeited - - - - Outstanding December 31, 2015 8,200,000 $ - 6.0 $ - Granted 2,808,259 $ 0.12 5.0 - Exercised (8,200,000) $ 0.00001 4.0 - Forfeited - - - - Outstanding December 31, 2016 2,808,359 $ - 5.0 $ - Average expected life in years 5 Average risk-free interest rate 5.00 % Average volatility 100 % Dividend yield 0 % Risk-free interest rates for the options were taken from the Daily Federal Yield Curve Rates on the grant dates for the expected life of the options as published by the Federal Reserve. The expected volatility was based on historical data and other relevant factors such as capital structure and the nature of the Company as a development stage company. In calculating the expected life of stock options, the Company determines the amount of time from grant date to expected contractual term date for vested options. In developing the expected life assumption, all amounts of time are weighted by the number of underlying options. Weighted Average Grant Date Weighted Average Fair Value per Grant Date Shares Share Fair Value Vested 2,808,359 $ 0.12 $ 73,435 Non-vested - 0.00 $ 0 Total 2,808,359 $ 0.12 $ 73,435 Warrants Issued Weighted Weighted Average Number of Average Exercise Term warrants Price (Years) Warrants outstanding at December 31, 2014 - - - Granted during the year 7,946,210 0.0818 4.55 Exercised during the year - - - Forfeited during the year - - - Warrants outstanding at December 31, 2015 7,946,210 - - Granted during the year 12,645,476 $ 0.0818 4.55 Exercised during the year - - - Forfeited during the year - - - Warrants outstanding at December 31, 2016 20,591,686 $ 0.0818 4.55 Year Amount 2016 - 2017 - 2018 - 2019 - 2020 7,946,210 2021 12,645,476 20,591,686 In the Company’s registered public offering in June 2016, purchases of 8,086,796 0.0818 11,393,643 492,111 207,784 Average expected life in years 5.0 Average risk-free interest rate 5.0 % Average volatility 100 % Dividend yield 0 % |
DEVELOPMENT GRANT
DEVELOPMENT GRANT | 12 Months Ended |
Dec. 31, 2016 | |
Research and Development [Abstract] | |
Research, Development, and Computer Software Disclosure [Text Block] | 7. DEVELOPMENT GRANT On June 7, 2012, the Company entered into a project funding agreement with the Canada-Israel Research and Development Foundation (“CIIRDF”). The purpose of the grant was to fund the Company’s activities related to the development of a cognitive assessment and treatment platform for childhood attention deficit disorder and attention hyperactivity disorder (the “Development”). Under the terms of the grant, CIIRDF would fund up to CDN$300,000 of development activities related to the Development. The grant is repayable to CIIRDF based on 2.5% of annual gross sales related to products developed from the Development. The Company received CDN$225,000 from CIIRDF to fund the Development. The amount presented in these financial is reflected in United States dollars. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 8. INCOME TAXES The Company computes income taxes using the asset and liability approach. The Company currently has no issue that creates timing differences that would mandate a deferred tax expense. Due to the uncertainty as to the utilization of net operating loss carryforwards, a valuation allowance has been made to the extent of any tax benefit that net operating losses may generate. No provision for income tax has been recorded for the years ended December 31, 2016 and December 31, 2015 due to the Company’s net operating loss carryforward from prior years. During 2015, the Company was entitled to refundable SRED tax credits for qualifying research and development activities performed in Canada. The Company recognizes the benefit of its SRED tax credits when there is reasonable assurance that they will be realized. SRED tax credits subsequent to December 31, 2015 are no longer refundable, however, are accounted as a credit against future taxes owing. During the year ended December 31, 2015, the Company claimed $ 104,782 The Company has net operating losses totaling CDN$ 1,130,809 491,372 20 Deferred Income Taxes Deferred income taxes primarily represent the net effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. 2016 2015 Deferred tax assets (liabilities): Net operating loss carryforward $ 175,275 $ 76,162 Total deferred tax assets 175,275 76,162 Valuation Allowance (175,275) (76,162) Net Deferred tax assets $ - $ - |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 9. COMMITMENTS On December 8, 2011 the Company entered into a Collaboration Agreement between The Hospital for Sick Children (“SickKids”) and the Ontario Brain Institute (“OBI”). Under the terms of the Collaboration Agreement, the OBI agreed to fund SickKids activities related to the development of a software based treatment program for Attention Deficit and Hyperactivity Disorder in children (the “Project”). Funding of SickKids by the OBI was based on a Project budget of CDN$ 491,204 540,000 437,400 50,000 53,000 491,204 5 15,000,000 2.5 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 10. SUBSEQUENT EVENTS On February 2, 2017, holders of convertible notes with an aggregate principle amount of $ 488,649 11,947,403 19,290,252 16,134,954 In accordance with the note and warrant purchase agreement entered into on November 14, 2016, the Company received $ 557,513 816,870 |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | A. Organization and General Description of Business EHAVE, Inc. (formerly known as “Behavioural Neurological Applications and Solutions or 2304101 Ontario Inc.”) (“We” or “the Company”), was incorporated under the laws of the Province of Ontario, Canada on October 31, 2011. The Company is a healthcare company developing digital tools dedicated to the lives of adults and children suffering from mental illness. Our product focus is based on three tiers of activities: (1) MegaTeam clinically validated digital assessment and rehabilitation software that is engaging for the patient (2) Adaptation of third-party clinically validated digital assessment and rehabilitation software for enhanced patient engagement and data modeling (3) Ehave Connect, the Company’s advanced mental health informatics and digital application delivery platform. The Company intends to provide technology solutions to clinicians, patients, researchers, pharmaceutical companies, and payors. |
Basis of Accounting, Policy [Policy Text Block] | B. Basis of Presentation These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year end is December 31. The Company qualifies as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as the Company does not have more than $ 1,000,000,000 |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The following criteria must be met in determining whether revenue may be recorded: (1) persuasive evidence of a contract exists; (2) software has been delivered and/or services have been provided; (3) the price is fixed or determinable; and (4) collection is reasonably assured. Revenue is recorded as the software is delivered and/or services are provided based on the relative fair value of each element. Unbilled receivables are created when services are performed or software is delivered and revenue is recognized in advance of billings. Deferred revenue is created when billing occurs in advance of performing services or when all revenue recognition criteria have not been met. The Company generates revenue from the following sources: (1) Software revenue, (2) Software as a Service [“SaaS”], and (3) Services revenue. Software Revenue : The Company’s software revenue is comprised of traditional software license fees, maintenance and support fees, and fees from the resale of third-party software licenses. These software license fees include term licenses, perpetual licenses and rental fees. Maintenance and support are generally offered under annual or multi-year terms and are billed either monthly or annually in advance. The Company’s maintenance and support provides customers with periodic technology updates and interactive support related to our software. Maintenance and support revenue is recognized ratably over the stated term. Services Revenue : The Company’s services offerings help customers to install, optimize and integrate the Company’s software into their computing environment. For fixed-fee professional services contracts, revenue is recorded based upon proportional performance, measured by the actual number of hours incurred divided by the total estimated number of hours for the project. Changes in the estimated costs or hours to complete the contract, and losses, if any, are reflected in the period during which the change or loss becomes known. The Company also provides professional services on a time and materials basis, recognized monthly based upon hours incurred to date. In all cases, contract milestones, project risk profile and refund provisions are taken into consideration. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation The functional currency of the Company’s foreign operations is generally the local currency of the country in which the operation is located. All assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Revenue and expenses are translated using average exchange rates during the period. Increases and decreases in net assets resulting from currency translation are reflected in stockholders’ deficit as a component of accumulated other comprehensive income. |
Research, Development, and Computer Software, Policy [Policy Text Block] | Software Products and Research and Development Software development costs are expensed as incurred and consist primarily of design and development costs of new products, and significant enhancements to existing products incurred before the establishment of technological feasibility. Costs incurred subsequent to technological feasibility of new and enhanced products, costs incurred to purchase or to create and implement internal-use software, and software obtained through business acquisitions are capitalized. Such costs are amortized over the estimated useful lives of the related products, using the straight-line method. |
Income Tax, Policy [Policy Text Block] | Income Taxes Income tax expense is based on income before income taxes, and is accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded when it is more likely than not that a deferred tax asset will not be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Considerable judgment is required in assessing and estimating these amounts and the difference between the actual outcome of these future tax consequences and the estimates made could have a material impact on the operating results. To the extent that new information becomes available which causes the Company to change its judgment regarding the adequacy of existing tax liabilities, such changes to tax liabilities will impact income tax expense in the period in which such determination is made. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. The Company makes claims for Scientific Research and Experimental Development (“SRED”) expenditures which are included in refundable taxes receivable. Judgment is required in the determination of qualifying expenses. The final determination of qualifying expenses is not known until acceptance by tax authorities. The Company’s SRED credits are recorded in the financial statements after review of the relevant accounting pronouncements and recorded as refundable taxes receivable once the determination of the expected SRED credits are reasonably assured. See Note 8. |
Cost of Sales, Policy [Policy Text Block] | Cost of Sales and Direct Operating Expenses Cost of sales and direct operating expenses represents the cost of providing the Company’s software and services offerings to customers and excludes depreciation, amortization and the cost of maintenance. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Common Share, basic The Company has adopted Accounting Standards Codification (“ASC”) subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share (EPS) information. Basic EPS includes no dilution and is computed by dividing income or loss by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of securities that could share in the earnings or losses of the entity. The Company had options to purchase 2,217,958 8,200,000 12,064,140 7,946,210 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Pronouncements During the years December 31, 2016 and 2015 and through May 16, 2017 there were several new accounting pronouncements issued by the Financial Accounting Standards Board (FASB). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | C. Risks and Uncertainties Business Risk The Company is in its early stages and relies on third-party contractors for the research and development activities related to its products. Should the agreements with the Company’s contractors terminate, the Company may experience disruption in its research and development activities until such time when replacements can be contracted or hired. Foreign Currency Risk The Company is exposed to fluctuations in the exchange rate between the United States dollar and the Canadian dollar. The Company’s continued financing activities are primarily in United States dollars while the Company’s expenditures are primarily in Canadian dollars. Should the exchange rate between the Canadian dollar and the United States dollar fluctuate, the Company may be exposed to resource constraints. |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | At December 31, 2016, Convertible Notes to related parties were as follows: Related Party Position Amount Jesse Kaplan Director $ 142,358 David Stefansky Director 142,538 $ 284,896 On January 12, 2017, Jesse Kaplan and David Stefansky resigned as Directors of the Company. At December 31, 2015, Convertible Notes to related parties were as follows: Related Party Position Amount Jesse Kaplan Director $ 65,000 David Stefansky Director 65,000 $ 130,000 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | The following table sets forth the Company’s paid or accrued stock compensation expense to its officers, directors, employees and contractors. Securities Stock Non-Vested Underlying Stock Options Stock Non-Vested Awards Awards Awards Stock Total Year ended December 31, 2014 $ - $ - $ - - $ - Year ended December 31, 2015 $ - $ - $ - - $ - Year ended December 31, 2016 $ - $ - $ - 2,808,359 $ - |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A Summary of the status of the Company’s option grants as of December 31, 2016 and 2015 and the changes during the periods then ended is presented below: Weighted Average Weighted- Remaining Average Contractual Aggregate Exercise Term Intrinsic Shares Price (in Years) Value Outstanding December 31, 2014 8,200,000 $ 0 7.0 - Granted - - - - Exercised - - - - Forfeited - - - - Outstanding December 31, 2015 8,200,000 $ - 6.0 $ - Granted 2,808,259 $ 0.12 5.0 - Exercised (8,200,000) $ 0.00001 4.0 - Forfeited - - - - Outstanding December 31, 2016 2,808,359 $ - 5.0 $ - |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The weighted average fair value at the grant date for options during the years ended December 31, 2016 and 2015 was estimated using the Black-Scholes option valuation model with the following inputs: Average expected life in years 5 Average risk-free interest rate 5.00 % Average volatility 100 % Dividend yield 0 % |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | A summary of the status of the Company’s vested and non-vested option grants at December 31, 2016 and the weighted average grant date fair value is presented below: Weighted Average Grant Date Weighted Average Fair Value per Grant Date Shares Share Fair Value Vested 2,808,359 $ 0.12 $ 73,435 Non-vested - 0.00 $ 0 Total 2,808,359 $ 0.12 $ 73,435 |
Schedule of Share-based Compensation, Activity [Table Text Block] | The following table reflects a summary of Common Stock warrants outstanding and warrant activity during 2016 and 2015: Weighted Weighted Average Number of Average Exercise Term warrants Price (Years) Warrants outstanding at December 31, 2014 - - - Granted during the year 7,946,210 0.0818 4.55 Exercised during the year - - - Forfeited during the year - - - Warrants outstanding at December 31, 2015 7,946,210 - - Granted during the year 12,645,476 $ 0.0818 4.55 Exercised during the year - - - Forfeited during the year - - - Warrants outstanding at December 31, 2016 20,591,686 $ 0.0818 4.55 |
Schedule of Class of Warrant or Right, Expire in Fiscal Year [Table Text Block] | The Common stock warrants expire in the years ended December 31 as follows: Year Amount 2016 - 2017 - 2018 - 2019 - 2020 7,946,210 2021 12,645,476 20,591,686 |
Stock Compensation Plan [Member] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The Company estimates the fair value of stock-based payments using the Black-Scholes pricing model with the following inputs: Average expected life in years 5.0 Average risk-free interest rate 5.0 % Average volatility 100 % Dividend yield 0 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of the Company’s deferred taxes are as follows: 2016 2015 Deferred tax assets (liabilities): Net operating loss carryforward $ 175,275 $ 76,162 Total deferred tax assets 175,275 76,162 Valuation Allowance (175,275) (76,162) Net Deferred tax assets $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Emerging Growth Company, Minimum expected Revenue | $ 1,000,000,000 | |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,217,958 | 8,200,000 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,064,140 | 7,946,210 |
GOING CONCERN (Details Textual)
GOING CONCERN (Details Textual) - USD ($) | Nov. 14, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Retained Earnings (Accumulated Deficit) | $ (2,847,511) | $ (1,345,307) | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | (1,466,776) | (573,461) | |
Proceeds from Issuance of Common Stock | 366,455 | 41,630 | |
Proceeds from Convertible Debt | $ 557,513 | 400,357 | $ 325,000 |
Maximum [Member] | |||
Proceeds from Convertible Debt | 1,500,000 | ||
Proceeds from Issuance or Sale of Equity | $ 937,063 | $ 937,063 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Notes Payable, Related Parties | $ 284,896 | $ 130,000 |
Jesse Kaplan [Member] | ||
Notes Payable, Related Parties | 142,358 | 65,000 |
David Stefansky [Member] | ||
Notes Payable, Related Parties | $ 142,538 | $ 65,000 |
RELATED PARTY TRANSACTIONS (D24
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Beneficial Owner [Member] | ||
Related Party Transaction [Line Items] | ||
Equity Method Investments | $ 162,350 | $ 35,582 |
Scott Woodow [Member] | ||
Related Party Transaction [Line Items] | ||
Payment for Management Fee | 236,525 | $ 192,783 |
Prateek Dwivedi [Member] | ||
Related Party Transaction [Line Items] | ||
Payment for Management Fee | $ 32,500 |
CONVERTIBLE NOTES (Details Text
CONVERTIBLE NOTES (Details Textual) | Feb. 02, 2017shares | Nov. 14, 2016USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($) |
Short-term Debt [Line Items] | ||||
Proceeds from Convertible Debt | $ 557,513 | $ 400,357 | $ 325,000 | |
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 80.00% | |||
Warrants Strike Price Percentage On Conversion Price | 120.00% | |||
Debt Instrument, Convertible, Threshold Amount of Stock Price Trigger | $ 5,500,000 | |||
Subsequent Event [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 21,477,046 | |||
Maximum [Member] | ||||
Short-term Debt [Line Items] | ||||
Proceeds from Convertible Debt | $ 1,500,000 | |||
Warrant [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 11,393,643 | |||
Convertible Notes Payable [Member] | ||||
Short-term Debt [Line Items] | ||||
Proceeds from Convertible Debt | $ 466,000 | $ 325,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | |||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.0409 | |||
Debt Instrument, Convertible, Number of Equity Instruments | 11,947,403 | |||
Debt Instrument, Maturity Date Range, Start | Jul. 7, 2017 | |||
Debt Instrument, Maturity Date Range, End | Nov. 16, 2018 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allocated Share-based Compensation Expense | $ 0 | $ 0 | $ 0 |
Stock Awards [Member] | |||
Allocated Share-based Compensation Expense | 0 | 0 | 0 |
Stock Options Awards [Member] | |||
Allocated Share-based Compensation Expense | 0 | 0 | 0 |
Nonvested Stock Awards [Member] | |||
Allocated Share-based Compensation Expense | 0 | 0 | 0 |
Securities Underlying Non-Vested Stock [Member] | |||
Allocated Share-based Compensation Expense | $ 2,808,359 | $ 0 | $ 0 |
STOCK BASED COMPENSATION (Det27
STOCK BASED COMPENSATION (Details 1) - Stock Compensation Plan [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share, Outstanding Number | 8,200,000 | 8,200,000 | |
Share, Granted | 2,808,259 | 0 | |
Share, Exercised | (8,200,000) | 0 | |
Share, Forfeited | 0 | 0 | |
Share, Outstanding Number | 2,808,359 | 8,200,000 | 8,200,000 |
Weighted- Average Exercise Price, Outstanding | $ 0 | $ 0 | |
Weighted- Average Exercise Price, Granted | 0.12 | 0 | |
Weighted- Average Exercise Price, Exercised | 0.00001 | 0 | |
Weighted- Average Exercise Price, Forfeited | 0 | 0 | |
Weighted- Average Exercise Price, Outstanding | $ 0 | $ 0 | $ 0 |
Weighted Average Remaining Contractual Term (in Years), Outstanding | 5 years | 6 years | 7 years |
Weighted Average Remaining Contractual Term (in Years), Granted | 5 years | ||
Weighted Average Remaining Contractual Term (in Years), Exercised | 4 years | ||
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 0 | |
Aggregate Intrinsic Value, Exercised | 0 | 0 | |
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 0 | $ 0 |
STOCK BASED COMPENSATION (Det28
STOCK BASED COMPENSATION (Details 2) - Stock Compensation Plan [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Average expected life in years | 5 years |
Average risk-free interest rate | 5.00% |
Average volatility | 100.00% |
Dividend yield | 0.00% |
STOCK BASED COMPENSATION (Det29
STOCK BASED COMPENSATION (Details 3) - Stock Compensation Plan [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Shares, Vested | 2,808,359 | |
Shares, Non-vested | 0 | |
Shares, Total | 2,808,259 | 0 |
Weighted Average Grant Date Fair Value per Share, Vested | $ 0.12 | |
Weighted Average Grant Date Fair Value per Share, Non-vested | 0 | |
Weighted Average Grant Date Fair Value per Share, Total | $ 0.12 | |
Weighted Average Grant Date Fair Value, Vested | $ 73,435 | |
Weighted Average Grant Date Fair Value, Non-vested | 0 | |
Weighted Average Grant Date Fair Value, Total | $ 73,435 |
STOCK BASED COMPENSATION (Det30
STOCK BASED COMPENSATION (Details 4) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share, Outstanding Number | 7,946,210 | 0 | |
Share, Granted | 12,645,476 | 7,946,210 | |
Share, Exercised | 0 | 0 | |
Share, Forfeited | 0 | 0 | |
Share, Outstanding Number | 20,591,686 | 7,946,210 | 0 |
Weighted- Average Exercise Price, Outstanding | $ 0 | $ 0 | |
Weighted- Average Exercise Price, Granted | 0.0818 | 0.0818 | |
Weighted- Average Exercise Price, Exercised | 0 | 0 | |
Weighted- Average Exercise Price, Forfeited | 0 | 0 | |
Weighted- Average Exercise Price, Outstanding | $ 0.0818 | $ 0 | $ 0 |
Weighted Average Term (Years), Warrants outstanding | 4 years 6 months 18 days | 4 years 6 months 18 days | 4 years 6 months 18 days |
STOCK BASED COMPENSATION (Det31
STOCK BASED COMPENSATION (Details 5) | Dec. 31, 2016USD ($) |
2,016 | $ 0 |
2,017 | 0 |
2,018 | 0 |
2,019 | 0 |
2,020 | 7,946,210 |
2,021 | 12,645,476 |
Warrants and Rights Outstanding | $ 20,591,686 |
STOCK BASED COMPENSATION (Det32
STOCK BASED COMPENSATION (Details 6) - Stock Compensation Plan [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Average expected life in years | 5 years |
Average risk-free interest rate | 5.00% |
Average volatility | 100.00% |
Dividend yield | 0.00% |
STOCK BASED COMPENSATION (Det33
STOCK BASED COMPENSATION (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 8,086,796 | 11,393,643 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0818 | ||
Class Of Warrants Or Right, Expiration Period | 5 years | ||
Warrant Expenses | $ 492,111 | $ 207,784 | |
Stock Compensation Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,808,259 | 0 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.12 | $ 0 |
DEVELOPMENT GRANT (Details Text
DEVELOPMENT GRANT (Details Textual) | Jun. 07, 2012CAD |
Grants Refund Percentage | 2.50% |
Revenue from Grants | CAD 225,000 |
Maximum [Member] | |
Grants Receivable | CAD 300,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets (liabilities): | ||
Net operating loss carryforward | $ 175,275 | $ 76,162 |
Total deferred tax assets | 175,275 | 76,162 |
Valuation Allowance | (175,275) | (76,162) |
Net Deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) | 12 Months Ended | ||
Dec. 31, 2016CAD | Dec. 31, 2015USD ($) | Dec. 31, 2015CAD | |
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | $ | $ 104,782 | ||
Operating Loss Carryforwards | CAD | CAD 1,130,809 | CAD 491,372 | |
Operating Loss Carryforwards, Expiration Period | 20 years |
COMMITMENTS (Details Textual)
COMMITMENTS (Details Textual) - SickKids [Member] | Dec. 08, 2011CAD |
Other Commitment | CAD 540,000 |
Royalty Guarantees, Commitments, Amount | CAD 491,204 |
Royalty On Net Revenue of First Tranche,Percentage | 5.00% |
Other Revenue, Net | CAD 15,000,000 |
Royalty On Net Revenue of After First Tranche,Percentage | 2.50% |
Ontario Brain Institute [Member] | |
Other Commitment | CAD 491,204 |
Salaries And Consulting Fees [Member] | |
Other Commitment | 437,400 |
Software Development [Member] | |
Other Commitment | 50,000 |
Equipment, Supplies And Overhead [Member] | |
Other Commitment | CAD 53,000 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | Feb. 02, 2017 | Nov. 14, 2016 | May 16, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2016 |
Subsequent Event [Line Items] | ||||||
Debt Conversion, Original Debt, Amount | $ 0 | $ 483,768 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 11,393,643 | 8,086,796 | ||||
Proceeds from Convertible Debt | $ 557,513 | $ 400,357 | $ 325,000 | |||
Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 16,286,796 | 930,848 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt Conversion, Original Debt, Amount | $ 488,649 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 21,477,046 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 19,290,252 | |||||
Proceeds from Issuance of Notes and Warrants | $ 816,870 | |||||
Subsequent Event [Member] | Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 16,134,954 |