Nevada
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94-3355026
|
|
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
|
Large accelerated filer ☐
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Accelerated filer ☐
|
|
Non-accelerated filer ☐
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(Do not check if a smaller reporting company)
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Smaller reporting company ☒
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PART I
|
|
FINANCIAL INFORMATION
|
|
Item 1. Financial Statements
|
|
Unaudited Condensed Consolidated Balance Sheets
|
3
|
Unaudited Condensed Consolidated Statements of Operations
|
4
|
Unaudited Condensed Consolidated Statement of Stockholders' Equity (Deficiency)
|
5
|
Unaudited Condensed Consolidated Statements of Cash Flows
|
6
|
Notes to Unaudited Condensed Consolidated Financial Statements
|
7
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
19
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
23
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Item 4. Controls and Procedures
|
24
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PART II
|
|
OTHER INFORMATION
|
|
Item 1. Legal Proceedings
|
25
|
Item 1A. Risk Factors
|
25
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
25
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Item 3. Defaults Upon Senior Securities
|
26
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Item 4. Mine Safety Disclosure
|
26
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Item 5. Other Information
|
26
|
Item 6. Exhibits
|
27
|
Signatures
|
28
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September 30,
2015
|
December 31,
2014
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash
|
$
|
163,526
|
$
|
317
|
||||
Accounts receivable (Note 4)
|
7,983
|
5,497
|
||||||
Prepaid expenses and deposits
|
637
|
-
|
||||||
Total current assets
|
172,146
|
5,814
|
||||||
Intangible assets (Note 5)
|
65,000
|
-
|
||||||
Total assets
|
$
|
237,146
|
$
|
5,814
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
|
||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued liabilities
|
$
|
79,178
|
$
|
270,893
|
||||
Short-term loans (Note 6)
|
-
|
63,250
|
||||||
Convertible note payable (Note 7)
|
-
|
100,000
|
||||||
Total current liabilities
|
79,178
|
434,143
|
||||||
Stockholders' Equity (Deficiency)
|
||||||||
Common stock, $0.0000053 par value; 400,000,000 common shares authorized; 206,502,433 and 175,662,433 shares issued and outstanding as at September 30, 2015 and December 31, 2014 respectively (Note 11)
|
$
|
1,103
|
939
|
|||||
Common stock issuable; nil and 3,840,000 shares as at September 30, 2015 and December 31, 2014 (Note 11)
|
-
|
20
|
||||||
Stock subscription received in advance (Note 11)
|
-
|
25,000
|
||||||
Common stock to be returned to treasury (Note 11)
|
-
|
(25,000
|
)
|
|||||
Additional paid-in capital
|
26,777,414
|
25,411,550
|
||||||
Accumulated deficit
|
(26,620,549
|
)
|
(25,840,838
|
)
|
||||
Total stockholders' equity (deficiency)
|
157,968
|
(428,329
|
)
|
|||||
Total liabilities and stockholders' equity (deficiency)
|
$
|
237,146
|
$
|
5,814
|
||||
Three months ended
September 30,
2015
|
Three months ended
September 30,
2014
|
Nine months
ended
September 30,
2015
|
Nine months
ended
September 30,
2014
|
|||||||||||||
EXPENSES
|
||||||||||||||||
Consulting fees (Note 12)
|
$
|
15,000
|
$
|
(2,312
|
)
|
$
|
65,000
|
$
|
46,966
|
|||||||
General and administrative
|
23,240
|
20,977
|
104,790
|
84,049
|
||||||||||||
Interest
|
-
|
8,635
|
3,969
|
27,835
|
||||||||||||
Professional fees (Note 12)
|
49,325
|
42,661
|
219,848
|
52,930
|
||||||||||||
Share-based compensation
|
117,485
|
-
|
290,728
|
-
|
||||||||||||
Gain on settlement of short-term loan
|
(7,272
|
)
|
(3,116
|
)
|
(7,272
|
)
|
(3,116
|
)
|
||||||||
Write off of deposit on sale (Note 3)
|
-
|
(55,000
|
)
|
-
|
(55,000
|
)
|
||||||||||
Research and development
|
29,850
|
2,115
|
101,970
|
14,990
|
||||||||||||
(227,628
|
)
|
(13,960
|
)
|
(779,033
|
)
|
(168,654
|
)
|
|||||||||
OTHER EXPENSE
|
||||||||||||||||
Foreign exchange gain (loss)
|
121
|
-
|
(678
|
)
|
-
|
|||||||||||
Net loss for the period
|
$
|
(227,507
|
)
|
$
|
(13,960
|
)
|
$
|
(779,711
|
)
|
$
|
(168,654
|
)
|
||||
Net loss per common share (basic and diluted)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||||
Weighted average number of common shares outstanding (basic and diluted)
|
202,076,618
|
175,662,433
|
194,626,737
|
171,302,543
|
Common Stock
|
Common Stock
|
|||||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Issuable
shares
|
Amount
|
Additional
paid-in
capital
|
Stock
Subscriptions
received in advance
|
Common stock to be returned to treasury
|
Accumulated
deficit
|
Total
|
||||||||||||||||||||||||||||
Balance, December 31, 2014
|
175,662,433
|
$
|
939
|
3,840,000
|
$
|
20
|
$
|
25,411,550
|
$
|
25,000
|
$
|
(25,000
|
)
|
$
|
(25,840,838
|
)
|
$
|
(428,329
|
)
|
|||||||||||||||||
Issuance of common stock for services
|
1,000,000
|
5
|
-
|
-
|
39,995
|
-
|
-
|
-
|
40,000
|
|||||||||||||||||||||||||||
Issuance of common stock to settle convertible note payable and accrued interest
|
3,840,000
|
20
|
(3,840,000
|
)
|
(20
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||
Issuance of common stock pursuant to private placement offering
|
15,000,000
|
80
|
-
|
-
|
374,920
|
-
|
-
|
-
|
375,000
|
|||||||||||||||||||||||||||
Issuance of common stock pursuant to private placement offering
|
2,500,000
|
13
|
-
|
-
|
124,987
|
-
|
-
|
-
|
125,000
|
|||||||||||||||||||||||||||
Common stock returned to treasury
|
(250,000
|
)
|
(1
|
)
|
-
|
-
|
(24,999
|
)
|
-
|
25,000
|
-
|
-
|
||||||||||||||||||||||||
Issuance of common stock pursuant to private placement offering
|
250,000
|
1
|
-
|
-
|
24,999
|
(25,000
|
)
|
-
|
-
|
-
|
||||||||||||||||||||||||||
Issuance of common stock pursuant to private placement offering
|
1,250,000
|
7
|
-
|
-
|
99,993
|
-
|
-
|
-
|
100,000
|
|||||||||||||||||||||||||||
Issuance of common stock pursuant to private placement offering
|
312,500
|
2
|
-
|
-
|
24,998
|
-
|
-
|
-
|
25,000
|
|||||||||||||||||||||||||||
Issuance of common stock pursuant to private placement offering
|
375,000
|
2
|
-
|
-
|
29,998
|
-
|
-
|
-
|
30,000
|
|||||||||||||||||||||||||||
Issuance of common stock pursuant to private placement offering
|
625,000
|
3
|
-
|
-
|
49,997
|
-
|
-
|
-
|
50,000
|
|||||||||||||||||||||||||||
Issuance of common stock for services
|
200,000
|
1
|
-
|
-
|
13,999
|
-
|
-
|
-
|
14,000
|
|||||||||||||||||||||||||||
Issuance of common stock pursuant to settle promissory note
|
1,250,000
|
7
|
-
|
-
|
99,993
|
-
|
-
|
-
|
100,000
|
|||||||||||||||||||||||||||
Issuance of common stock pursuant to private placement offering
|
625,000
|
3
|
-
|
-
|
24,997
|
-
|
-
|
-
|
25,000
|
|||||||||||||||||||||||||||
Issuance of common stock for services and other value
|
300,000
|
2
|
-
|
-
|
14,998
|
-
|
-
|
-
|
15,000
|
|||||||||||||||||||||||||||
Issuance of units pursuant to private placement offering
|
3,562,500
|
19
|
-
|
-
|
142,481
|
-
|
-
|
-
|
142,500
|
|||||||||||||||||||||||||||
Fair value of compensatory options issued
|
-
|
-
|
-
|
-
|
290,728
|
-
|
-
|
-
|
290,728
|
|||||||||||||||||||||||||||
Contribution of services
|
-
|
-
|
-
|
-
|
8,780
|
-
|
-
|
-
|
8,780
|
|||||||||||||||||||||||||||
Fair value of compensatory warrants issued
|
-
|
-
|
-
|
-
|
25,000
|
-
|
-
|
-
|
25,000
|
|||||||||||||||||||||||||||
Net loss for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(779,711
|
)
|
(779,711
|
)
|
|||||||||||||||||||||||||
Balance, September 30, 2015
|
206,502,433
|
$
|
1,103
|
-
|
$
|
-
|
$
|
26,777,414
|
$
|
-
|
$
|
-
|
$
|
(26,620,549
|
)
|
$
|
157,968
|
Nine months ended
September 30,
2015
|
Nine months ended
September 30,
2014
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss for the period
|
$
|
(779,711
|
)
|
$
|
(168,654
|
)
|
||
Adjustments to reconcile net loss to cash used in operating activities:
|
||||||||
Accretion of short-term loan
|
-
|
2,630
|
||||||
Issuance and amortization of common stock for services
|
69,000
|
8,667
|
||||||
Fair value of compensatory options granted
|
290,728
|
-
|
||||||
Fair value of compensatory warrants granted
|
-
|
40,300
|
||||||
Contribution of services
|
8,780
|
-
|
||||||
Gain on settlement of short term loans
|
(7,272
|
)
|
(3,116
|
)
|
||||
Write off of deposit on sale
|
-
|
(55,000
|
)
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(2,486
|
)
|
(2,068
|
)
|
||||
Prepaid expenses and deposits
|
(637
|
)
|
12,874
|
|||||
Accounts payable and accrued liabilities
|
35,557
|
(26,090
|
)
|
|||||
Net cash used in operating activities
|
(386,041
|
)
|
(190,457
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Deposit on sale
|
-
|
30,000
|
||||||
Purchase of intangible assets
|
(40,000
|
)
|
-
|
|||||
Net cash provided by (used in) investing activities
|
(40,000
|
)
|
30,000
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Short-term loan proceeds (repayments), net
|
-
|
68,250
|
||||||
Short-term loan settlement
|
(63,250
|
)
|
-
|
|||||
Issuance of common stock for cash
|
652,500
|
100,000
|
||||||
Net cash provided by financing activities
|
589,250
|
168,250
|
||||||
Net change in cash
|
163,209
|
7,793
|
||||||
Cash, beginning of period
|
317
|
3,065
|
||||||
Cash, end of period
|
$
|
163,526
|
$
|
10,858
|
||||
Cash paid for interest
|
$
|
-
|
$
|
-
|
||||
Cash paid for income taxes
|
$
|
-
|
$
|
-
|
||||
Supplementary information – non-cash transactions:
|
||||||||
Common stock issued for consulting services
|
$
|
69,000
|
$
|
-
|
||||
Common stock issued to settle short-term loans
|
-
|
25,000
|
||||||
Common stock returned to treasury
|
25,000
|
-
|
||||||
Common stock issued for past subscriptions
|
25,000
|
-
|
||||||
Common stock issued to settle promissory note
|
100,000
|
-
|
||||||
Fair value of warrants issued for intangible asset
|
25,000
|
-
|
· | $25,000 cash deposit (received); |
· | $25,000 paid by cash on or before April 22, 2014 as a balance of the transaction deposit (received); |
· | Six monthly payments of $25,000 on or before May 22, June 22, July 22, August 22, September 22 and October 22, 2014 ($5,000 received); and |
· | $2,300,000 paid by the issuance of 3,500,000 restricted shares of the buyer as payment of the outstanding balance. These shares can be redeemed by a cash payment at any time within the first 6 months of the effective date of this agreement. |
2015
|
Number
of Shares |
Value
per Share |
Total
|
|||||||||
February 2015
|
1,000,000
|
$
|
0.04
|
$
|
40,000
|
|||||||
June 2015
|
100,000
|
0.07
|
7,000
|
|||||||||
September 2015
|
100,000
|
0.07
|
7,000
|
|||||||||
September 2015
|
300,000
|
0.05
|
15,000
|
|||||||||
1,500,000
|
$
|
69,000
|
Number of
Stock Options
|
Weighted Average
Exercise Price
|
Weighted Average
Fair Value
|
Weighted Average
Remaining Life
|
|||||||||||||
$
|
$
|
(Years)
|
||||||||||||||
Outstanding, December 31, 2014
|
-
|
-
|
-
|
|||||||||||||
Options granted
|
14,600,000
|
0.03
|
0.03
|
|||||||||||||
Outstanding, September 30, 2015
|
14,600,000
|
0.03
|
0.03
|
3.34
|
For the nine month period ended September 30, 2015
|
||||
Risk-free interest rate
|
0.73
|
%
|
||
Dividend yield
|
0.00
|
%
|
||
Expected stock price volatility
|
125.00
|
%
|
||
Expected forfeiture rate
|
0.00
|
%
|
||
Expected life
|
4.15 years
|
Expiry date
|
Exercise Price
|
Number of Options
Outstanding
|
Number of
Options
Exercisable
|
|||||||||
$
|
||||||||||||
March 12, 2016
|
0.10
|
1,000,000
|
500,000
|
|||||||||
February 25, 2017
|
0.04
|
2,000,000
|
-
|
|||||||||
February 24, 2018
|
0.05
|
1,000,000
|
1,000,000
|
|||||||||
February 25, 2020
|
0.04
|
4,000,000
|
2,800,000
|
|||||||||
February 28, 2020
|
0.04
|
5,000,000
|
3,750,000
|
|||||||||
June 30, 2017
|
0.10
|
1,000,000
|
499,998
|
|||||||||
June 30, 2018
|
0.10
|
600,000
|
300,000
|
|||||||||
14,600,000
|
8,849,998
|
Number of
Warrants
|
Weighted
Average Exercise
Price
|
|||||||
Balance, December 31, 2014
|
5,200,000
|
$
|
0.09
|
|||||
Issued
|
9,562,500
|
$
|
0.08
|
|||||
Expired
|
(2,500,000
|
)
|
$
|
0.05
|
||||
Balance, September 30, 2015
|
12,262,500
|
$
|
0.09
|
Number of Warrants
|
Exercise Price
|
Expiry Date
|
|||||
1,600,000
|
0.10
|
January 1 , 2016
|
|||||
300,000
|
0.05
|
January 1 , 2016
|
|||||
300,000
|
0.15
|
January 1 , 2016
|
|||||
500,000
|
0.25
|
November 8, 2018
|
|||||
6,000,000
|
0.10
|
April 22, 2020
|
|||||
3,562,500
|
0.04
|
December 28, 2015
|
|||||
12,262,500
|
a) | Issued 1,000,000 shares of common stock with a fair value of $40,000 ($0.04 per share) pursuant to a directorship agreement entered into on February 25, 2015 (Note 12). |
b) | Issued 3,840,000 shares of common stock with a fair value of $192,000 ($0.05 per share) pursuant to a settlement agreement completed on March 2, 2015 with a convertible note holder (Note 7). |
c) | Issued 15,000,000 shares of common stock at $0.025 per share pursuant to a stock subscription agreement with the Company's President and CEO. The proceeds of $375,000 were offset by certain amounts owing to the President and CEO as previously included in accounts payable and accrued liabilities and short-term loans (Note 6). The remaining proceeds of $205,000 were received in cash during the nine months ended September 30, 2015. |
d) | Issued 2,500,000 shares of common stock to two investors (one of which was the President and CEO of the Company) at $0.05 per share for gross proceeds of $125,000. |
e) | Cancelled 250,000 shares of common stock that were returned to treasury. The shares had been issued in error and the Company had accounted for the return as "Common stock to be returned to treasury" as at December 31, 2014. |
f) | Issued 250,000 shares of common stock pursuant to a stock subscription received during the year ended December 31, 2010. |
g) | Issued 1,250,000 shares of common stock at $0.08 per share for gross proceeds of $100,000 pursuant to private placement offering. |
h) | Issued 312,500 shares of common stock at $0.08 per share for gross proceeds of $25,000 pursuant to private placement offering. |
i) | Issued 375,000 shares of common stock at $0.08 per share for gross proceeds of $30,000 pursuant to private placement offering. |
j) | Issued 625,000 shares of common stock at $0.08 per share pursuant to a stock subscription agreement with the Company's President and CEO. The proceeds of $50,000 were offset in their entirety by certain amounts owing to the President and CEO as previously included in accounts payable and accrued liabilities. |
k) | Issued 200,000 shares of common stock with a fair value of $14,000 ($0.07 per share) pursuant to a consulting agreement entered into on March 1, 2015 (Note 13). |
l) | Issued 1,250,000 shares of the Company's common stock at an adjusted conversion price of $0.08 per share on conversion of a promissory note (Note 7). |
m) | Issued 625,000 shares of common stock at $0.04 per share for gross proceeds of $25,000 pursuant to a stock subscription agreement with the Company's President and CEO. |
n) | Issued 300,000 shares of common stock with a fair value of $15,000 ($0.05 per share) pursuant to a settlement agreement entered into on September 29, 2015 for services and other value received. |
o) | Issued 3,562,500 units at $0.04 per unit or gross proceeds of $142,500. Each unit is comprised of one share of common stock and one share purchase warrant exercisable at a price of $0.04 until December 28, 2015. At total of $42,038 was allocated to the warrant component of the unit under the relative fair value approach, using the Black-Scholes Option Pricing model with the following assumptions: Risk-free interest rate - 0.52%, Dividend yield - 0%, Expected stock price volatility – 125.00%, Expected forfeiture rate - 0%, and Expected life – 0.25 years. |
a) | Entered into a directorship agreement effective February 25, 2015 with a newly appointed director of the Company. Pursuant to the agreement, the director was issued 1,000,000 shares of common stock as an engagement fee (Note 11) and will be entitled to a compensatory service fee. The director is also entitled to 1,000,000 stock options on signing (Note 9) exercisable into common shares of the Company for a period of 3 years at a price of $0.05 per share. |
b) | Entered into a consulting agreement dated March 30, 2015 (effective January 1, 2015) with the Company's President and CEO whereby he will be compensated at a nominal amount of $1 for services through to December 31, 2015. The agreement also stipulates a termination fee that would pay the Company's President and CEO $100,000 if terminated without cause or in the case of termination upon a change of control event, the termination fee would be equal to $100,000 plus 2.5% of the aggregate transaction value of the change of control. |
c) | Entered into a consulting agreement dated March 30, 2015 (effective January 1, 2015) with the Company's CFO whereby she will be compensated at a monthly fee of $4,000 for services through to December 31, 2018 ($4,000 per month for fiscal 2015, then increased by not less than 5% each year thereafter). A total of $36,000 was paid or accrued to the Company's CFO during the nine month period ended September 30, 2015 (nine month ended September 30, 2014 - $nil). |
d) | Entered into a directorship agreement effective July 1, 2015 with a newly appointed director of the Company. Pursuant to the agreement, the director was issued 1,000,000 stock options on signing (Note 9) exercisable into common shares of the Company for a period of 2 years at a price of $0.10 per share. The options will vest in monthly installments of 166,666 options beginning July 31, 2015 with the final 166,670 options vesting on December 31, 2015. |
e) | Recognized $137,810 (nine month ended September 30, 2014 - $nil) in share-based compensation associated with stock options granted to key management personnel. |
September 30,
2015 |
December 31, 2014
|
||||||||
Clarence Smith (CEO)
|
Accounts payable and accrued liabilities
|
$
|
495
|
$
|
129,592
|
||||
Short-term loans
|
$
|
nil
|
$
|
20,000
|
|||||
Convertible note payable
|
$
|
nil
|
$
|
100,000
|
|||||
Susan Woodward (CFO)
|
Accounts payable and accrued liabilities
|
$
|
nil
|
$
|
12,000
|
a) | Entered into a consulting agreement effective March 1, 2015, whereby the Company would pay the consultant $10,000 on signing (paid) and $5,000 per month for an initial term of 1 year for providing research and development services. The consultant is also entitled to 5,000,000 stock options within 30 days of the consulting agreement (Note 9), with each stock option exercisable into a common share at a price of $0.04 for a period of 5 years. The stock options vested 25% on grant and 25% every 3 months thereafter. |
b) | Entered into a consulting agreement effective March 1, 2015, whereby the Company would pay the consultant $2,700 per month for an initial term of 1 year for providing public relations services. The consultant is also entitled to 400,000 shares of common stock, which will be issued at a rate of 25% (100,000 shares) every 3 months over the term of the agreement. The consultant is also entitled to 1,000,000 stock options on signing (Note 9), with each stock option exercisable into a common share at a price of $0.10 for a period of 5 years. The stock options will vest at the rate of 25% every 3 months over the term of the agreement. |
c) | Entered into a royalty agreement with the Governors of the University of Alberta (the "University") whereby the University had developed certain intellectual property (the "Additional Patent Rights") in conjunction with and by permission of the Company employing patented intellectual property of the Company. The agreement assigns the Additional Patent Rights to the Company in return for 5% of any future gross revenues (the "Royalty") derived from products arising from the Patent Rights. The Company will have the right and option for two years from the earlier of the first date that the University publishes its research related to the Additional Patent Rights or September 1, 2015 to buy out all of the University's Royalty for consideration of the aggregate sum of CDN $5,000,000. |
d) | Entered into a consulting agreement effective May 1, 2015, whereby the Company would pay the consultant $4,000 per month for an initial term of 1 year for providing research and development services. |
e) | Entered into a consulting agreement for business development services effective July 1, 2015. The consultant was granted 600,000 stock options exercisable into common shares of the Company at a price of $0.10 per share for a period of 3 years. The options will vest in monthly installments of 100,000 options beginning July 31, 2015 with the final vesting on December 31, 2015. |
f) | The Company was delinquent in filing certain income tax returns with the U.S. Internal Revenue Service and reports disclosing its interest in foreign bank accounts on form TDF 90-22.1, "Report of Foreign Bank and Financial Accounts" ("FBARs"). In September 2015, the Company filed the delinquent income tax returns and has sought waivers of any penalties under the IRS Offshore Voluntary Disclosure Program for late filing of the returns and FBARs. Under the program, the IRS has indicated that it will not impose a penalty for the failure to file delinquent income tax returns if there are no underreported tax liabilities. The Company may be liable for civil penalties of up to $10,000 for each of its foreign bank accounts for not complying with the FBAR reporting and recordkeeping requirements. The Company is unable to determine the amount of any penalties that may be assessed at this time. Management is of the opinion that penalties, if any, that may be assessed would not be material to the consolidated financial statements as a whole. |
a) | Completed a private placement offering of 1,437,500 units at a price of $0.04 per unit for gross proceeds of $57,500. Each unit is comprised at one share of common stock and one share purchase warrant, exercisable at a price of $0.04 to December 28, 2015. |
• | Our capital requirements and the uncertainty of being able to obtain additional funding on terms acceptable to us; |
• | Our plans to develop and commercialize products from the AAGP™ molecule; |
• | Ongoing testing of the AAGP™ molecule; |
• | Our intellectual property position; |
• | Our commercialization, marketing and manufacturing capabilities and strategy; |
• | Our ability to retain key members of our senior management and key scientific consultants; |
• | The effects of competition; |
• | Our potential tax liabilities resulting from conducting business in the United States and Canada; |
• | The effect of further sales or issuances of our common stock and the price and volume volatility of our common stock; and |
• | Our common stock's limited trading history. |
For the Nine Months Ended
|
||||||||
September 30,
|
||||||||
2015
|
2014
|
|||||||
Revenues
|
$
|
-
|
$
|
-
|
||||
Cost of sales
|
-
|
-
|
||||||
Gross (loss) profit
|
-
|
-
|
||||||
Operating Expenses
|
||||||||
Consulting Fees
|
$
|
65,000
|
$
|
46,966
|
||||
General and Administrative
|
104,790
|
84,049
|
||||||
Interest Expense
|
3,969
|
27,835
|
||||||
Professional Fees
|
219,848
|
52,930
|
||||||
Research and Development
|
101,970
|
14,990
|
||||||
Share-Based Compensation
|
290,728
|
-
|
||||||
Total operating expenses
|
786,305
|
226,770
|
||||||
Loss from Operations
|
(786,305
|
)
|
(226,770
|
)
|
||||
Other Expense
|
||||||||
Foreign Exchange Loss
|
678
|
-
|
||||||
Total other expenses
|
(678
|
)
|
-
|
|||||
Other Income
|
||||||||
Gain on Settlement of Short-Term Loan
|
7,272
|
3,116
|
||||||
Write Off of Deposit on Sale
|
-
|
55,000
|
||||||
Total other income
|
7,272
|
58,116
|
||||||
Net Loss
|
$
|
(779,711
|
)
|
(168,654
|
)
|
·
|
Consulting fees increased by $18,034 from $46,966 to $65,000 primarily as a result of consulting contracts being entered into for the current year.
|
·
|
General and administrative expenses increased by $20,741 from $84,049 to $104,790 primarily as a result of an increase in travel expenses associated with the office relocation, the lifting of the Cease Trade Order in British Columbia (the "CTO") and the changing of the management of the Company.
|
·
|
Interest expense decreased by $23,866 from $27,835 to $3,969 primarily as a result of a decrease in short-term loans and notes payable.
|
·
|
Professional fees increased by $166,918 from $52,930 to $219,848 primarily as a result of an increase in activity with our independent accountants as well as an increase in legal fees associated with the CTO and company operations.
|
·
|
Research and development increased by $86,980 from $14,990 to $101,970 primarily as a result of management's intention to move the Company forward in the development of the AAGP™ molecule.
|
·
|
Share-based compensation increased by $290,728 from $nil to $290,728 primarily as a result of consulting contracts being entered into for the current year.
|
September 30,
2015 |
December 31,
2014
|
|||||
Cash
|
$
|
163,526
|
$
|
317
|
||
Working Capital (Deficiency)
|
$
|
92,968
|
$
|
(428,329
|
)
|
·
|
Entering into an Assignment of Patents and Patent Application (effective January 1, 2015) (the "Patent Assignment") with the Institut National des Sciences Appliquees de Rouen ("INSA") for the assignment of certain patents and all rights associated therewith (the "Patents"). The Company and INSA had previously entered into a licensing agreement for the Patents in August 2004. The Patent Assignment transfers all of the Patents and rights associated therewith to the Company upon payment to INSA in the sum of 25,000 Euros (paid).
|
·
|
Entering into a Technology Transfer Agreement with Grant Young for the assignment of his 50% ownership of certain patents and all rights associated therewith (the "Patent Rights"). In exchange for the Patent Rights, the Company agreed to pay $10,000 (paid) and to issue 6,000,000 warrants (issued) to purchase shares of the Company's common stock at an exercise price of $0.10 per share for a period of five years.
|
·
|
Acquiring the remaining 50% ownership of the Patent Rights from the Governors of the University of Alberta (the "University") in exchange for a future gross revenue royalty. The Company entered into a royalty agreement with the University whereby the University had developed certain intellectual property (the "Additional Patent Rights") in conjunction with and by permission of the Company employing patented intellectual property of the Company. The agreement assigns the Patent Rights to the Company in return for 5% of any future gross revenues (the "Royalty") derived from products arising from the Patent Rights. The Company will have the right and option for two years from the earlier of the first date that the University publishes its research related to the Patent Rights or September 1, 2015 to buy out all of the University's Royalty for consideration of the aggregate sum of CDN $5,000,000.
|
Exhibit
|
Description
|
|
3.1
|
Certificate of Incorporation1
|
|
3.2
|
Bylaws1
|
|
4.1
|
2015 Stock Option and Stock Bonus Plan2
|
|
10.1
|
Director Consulting Agreement between the Company and Edward P. McDonough, dated July 1, 20152
|
|
31.1
|
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
|
31.2
|
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
|
32.1
|
Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
|
|
32.2
|
Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Schema Document
|
|
101.CAL
|
XBRL Calculation Linkbase Document
|
|
101.DEF
|
XBRL Definition Linkbase Document
|
|
101.LAB
|
XBRL Label Linkbase Document
|
|
101.PRE
|
XBRL Presentation Linkbase Document
|
1.
|
Incorporated by reference from the Company's registration statement on Form 10-SB filed on June 22, 2001 with the SEC.
|
2.
|
Incorporated by reference from the Company's Quarterly Report on Form 10-Q filed on August 14, 2015 with the SEC.
|
* | Filed herewith. |
** | Furnished, not filed herewith. |
Date: November 16, 2015
|
PROTOKINETIX, INCORPORATED
|
|
By: /s/ Clarence E. Smith
|
||
Clarence E. Smith
|
||
Chief Executive Officer
|
||
By: /s/ Susan M. Woodward
|
||
Susan M. Woodward
|
||
Chief Financial Officer
|
1. | I have reviewed this Quarterly Report on Form 10-Q of ProtoKinetix, Incorporated for the period ended September 30, 2015; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
November 16, 2015
|
/s/ Clarence E. Smith
|
||
Name:
|
Clarence E. Smith
|
||
Title:
|
Chief Executive Officer
(Principal Executive Officer)
|
1. | I have reviewed this Quarterly Report on Form 10-Q of ProtoKinetix, Incorporated for the period ended September 30, 2015; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
November 16, 2015
|
/s/ Susan M. Woodward
|
||
Name:
|
Susan M. Woodward
|
||
Title:
|
Chief Financial Officer
(Principal Financial Officer)
|
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. |
November 16, 2015
|
/s/ Clarence E. Smith
|
||
Name:
|
Clarence E. Smith
|
||
Title:
|
Chairman of the Board and
Chief Executive Officer (Principal Executive Officer)
|
November 16, 2015
|
/s/ Susan M. Woodward
|
||
Name:
|
Susan M. Woodward
|
||
Title:
|
Chief Financial Officer
(Principal Financial Officer)
|
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10. Warrants (Details 1) |
9 Months Ended |
---|---|
Sep. 30, 2015
$ / shares
shares
| |
Number of Warrants | 12,262,500 |
Warrant One [Member] | |
Number of Warrants | 1,600,000 |
Warrant Exercise Price | $ / shares | $ 0.10 |
Expiry Date | January 1, 2016 |
Warrant Two [Member] | |
Number of Warrants | 300,000 |
Warrant Exercise Price | $ / shares | $ 0.05 |
Expiry Date | January 1, 2016 |
Warrant Three [Member] | |
Number of Warrants | 300,000 |
Warrant Exercise Price | $ / shares | $ 0.15 |
Expiry Date | January 1, 2016 |
Warrant Four [Member] | |
Number of Warrants | 500,000 |
Warrant Exercise Price | $ / shares | $ 0.25 |
Expiry Date | November 8, 2018 |
Warrant Five [Member] | |
Number of Warrants | 6,000,000 |
Warrant Exercise Price | $ / shares | $ 0.10 |
Expiry Date | April 22, 2020 |
Warrant Six [Member] | |
Number of Warrants | 3,562,500 |
Warrant Exercise Price | $ / shares | $ 0.04 |
Expiry Date | December 28, 2015 |
12. Related Party Transactions and Balances (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions And Balances Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of related party transactions |
|
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3. Sales Agreement with Intrepid Innovations Corporation |
9 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2015 | |||||||||||||
Sales Agreement With Intrepid Innovations Corporation | |||||||||||||
Sales Agreement with Intrepid Innovations Corporation | During the year ended December 31, 2013, the Company entered into an agreement with Intrepid Innovations Corporation ("Intrepid") to sell the exclusive rights for the application of the AAGP molecule. The total purchase price for the exclusive rights to the application was $2,500,000 and was to be paid as follows:
Once the Company had received $2,500,000 in total through payment, sale of the shares and through the redemption of the shares, any surplus shares would have been returned to Intrepid. In the event that the total payment had not totaled $2,500,000, Intrepid would pay the difference to the Company no later than 13 months after the effective date of this agreement.
The agreement was terminated during the year ended December 31, 2014 due to non-payment of the agreed to amounts. The amounts advanced are non-refundable in accordance with the agreement and as at December 31, 2014, the Company recognized a gain on deposit on sale in the amount of $55,000 to the statement of operations. |
9. Stock Options (Details) |
9 Months Ended |
---|---|
Sep. 30, 2015
$ / shares
shares
| |
Outstanding, ending | shares | 14,600,000 |
Stock options | |
Outstanding, beginning | shares | |
Options granted | shares | 14,600,000 |
Outstanding, ending | shares | 14,600,000 |
Weighted average exercise price beginning balance | |
Weighted Average Exercise Price, granted | $ 0.03 |
Weighed average exercise price ending balance | $ 0.03 |
Weighted Average Fair Value, beginning | |
Weighted Average Fair Value, granted | $ 0.03 |
Weighted Average Fair Value, ending | $ 0.03 |
Weighted Average Remaining Life | 3 years 4 months 2 days |
8. Share-based Compensation (Details) |
9 Months Ended |
---|---|
Sep. 30, 2015
USD ($)
$ / shares
shares
| |
Number of Shares issued to non-employee consultants | shares | 1,500,000 |
Total | $ 69,000 |
February 2015 | |
Number of Shares issued to non-employee consultants | shares | 1,000,000 |
Value per Share | $ / shares | $ 0.04 |
Total | $ 40,000 |
June 2015 | |
Number of Shares issued to non-employee consultants | shares | 100,000 |
Value per Share | $ / shares | $ 0.07 |
Total | $ 7,000 |
September 2015 | |
Number of Shares issued to non-employee consultants | shares | 100,000 |
Value per Share | $ / shares | $ 0.07 |
Total | $ 7,000 |
September 2015 | |
Number of Shares issued to non-employee consultants | shares | 300,000 |
Value per Share | $ / shares | $ 0.05 |
Total | $ 15,000 |
9. Stock Options (Details 1) - Stock options |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
Risk-free interest rate | 0.73% |
Dividend yield | 0.00% |
Expected stock price volatility | 125.00% |
Expected forfeiture rate | 0.00% |
Expected life | 4 years 1 month 24 days |
2. Summary of Significant Accounting Policies |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
Notes to Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Basis of Presentation
The accompanying unaudited financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America ("US GAAP") applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited interim financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments are of a normal recurring nature, except as otherwise noted below. These financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2014, included in the Company's Annual Report on Form 10-K, filed April 14, 2015, with the Securities and Exchange Commission. The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year.
Use of Estimates
Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The more significant accounting estimates inherent in the preparation of the Company's financial statements include estimates as to valuation of equity related instruments issued and deferred income taxes.
Fair Value of Financial Instruments
Financial instruments, including cash, accounts payable and accrued liabilities, short-term loans and convertible note payable are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments.
The Company measures the fair value of financial assets and liabilities pursuant to ASC 820 "Fair Value Measurements and Disclosures" which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 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 policy describes three levels of inputs that may be used to measure fair value:
Level 1 quoted prices in active markets for identical assets or liabilities Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
Level 1 inputs are used to measure cash. At September 30, 2015 there were no other assets or liabilities subject to additional disclosure.
Loss per Share and Potentially Dilutive Securities
Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. The effect of 14,600,000 stock options (September 30, 2014 nil), 12,262,500 outstanding warrants (September 30, 2014 11,000,000) and debt convertible into common shares nil (September 30, 2014 12,000,000) were not included in the computation of diluted earnings per share for all periods presented because it was anti-dilutive due to the Company's losses.
Share-Based Compensation
The Company has granted warrants and options to purchase shares of the Company's common stock to various parties for consulting services. The fair values of the warrants and options issued have been estimated using the Black-Scholes Option Pricing Model.
The Company accounts for share-based compensation under "Share-Based Payment," which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes Option Pricing Model.
The Company accounts for stock compensation arrangements with non-employees in accordance with FASB Codification 505 50 "Equity-Based Payments to Non-Employees", which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of share-based compensation is subject to periodic adjustment as the underlying instruments vest. The fair value of stock options is estimated using the Black-Scholes Option Pricing Model and the compensation charges are amortized over the vesting period.
Common stock
Common stock issued for non-monetary consideration are recorded at their fair value on the measurement date and classified as equity. The measurement date is defined as the earliest of the date at which the commitment for performance by the counterparty to earn the common shares is reached or the date at which the counterparty's performance is complete.
Transaction costs directly attributable to the issuance of common stock and stock options are recognized as a deduction from equity, net of any tax effects.
Pursuant to ASC 470-20 "Debt with Conversion and Other Options", the proceeds from the issue of units is allocated between common stock and share purchase warrants on a pro-rata basis based on the relative fair values as follows: the fair value of the common stock is based on the market closing price on the date the units are issued and fair value of the share purchase warrants is determined using the Black-Scholes Option Pricing Model.
Related Party Transactions
A related party is generally defined as (i) any person that holds 10% or more of the Company's securities and their immediate families, (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Recent Accounting Pronouncements
In August 2014, the FASB issued Accounting Standards Update 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessment of an entity's ability to continue as a going concern within one year of the date of issuance of the entity's financial statements (or within one year after the date on which the financial statements are available to be issued, when applicable). Further, an entity must provide certain disclosures if there is substantial doubt about the entity's ability to continue as a going concern. The requirement is effective for annual periods ending after December 15, 2016, and interim periods thereafter, early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements. |
10. Warrants (Details) |
9 Months Ended |
---|---|
Sep. 30, 2015
$ / shares
shares
| |
Outstanding, ending | 14,600,000 |
Warrant | |
Outstanding, beginning | 5,200,000 |
Issued | 9,562,500 |
Warrants expired | (2,500,000) |
Outstanding, ending | 12,262,500 |
Weighted average exercise price beginning balance | $ / shares | $ 0.09 |
Weighted average exercise price warrants issued | $ / shares | 0.08 |
Weighted average exercise price warrants expired | $ / shares | 0.05 |
Weighed average exercise price ending balance | $ / shares | $ 0.09 |
8. Share-Based Compensation (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Stock Incentive Plan, Issuances |
|
10. Warrants (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Warrant Activity |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights |
|
1. Basis of Presentation - Going Concern Uncertainties |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
Notes to Financial Statements [Abstract] | |
Basis of Presentation - Going Concern Uncertainties | ProtoKinetix, Inc. (the "Company"), a development stage company, was incorporated under the laws of the State of Nevada on December 23, 1999. The Company is a medical research company whose mission is the advancement of human health care.
The Company is currently researching the benefits and feasibility of synthesized Antifreeze Glycoproteins ("AFGP") or anti-aging glycoproteins, trademarked AAGP. During the nine month period ended September 30, 2015, the Company acquired certain patents and rights for cash consideration of 25,000 Euros, as well as other patent rights for cash consideration of $10,000 and 6,000,000 share purchase warrants with a fair value of $25,000 (Note 5).
A Cease Trade Order ("CTO") was issued in respect of the Company's securities by the British Columbia Securities Commission ("BCSC") on May 9, 2013 based on the Company's failure to file annual financial statements for the year ended December 31, 2012 by the deadline of April 1, 2013. The Company has since completed all of the required filings for annual and interim periods and received a full Revocation Order from the BCSC during the nine month period ended September 30, 2015.
The Company's financial statements are prepared consistent with accounting principles generally accepted in the United States applicable to a going concern.
The Company has not developed a commercially viable product, has not generated any significant revenue to date, and has incurred losses since inception, resulting in a net accumulated deficit at September 30, 2015. These factors raise substantial doubt about the Company's ability to continue as a going concern.
The Company needs additional working capital to continue its medical research or to be successful in any future business activities and continue to pay its liabilities. Therefore, continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to accomplish its objective. Management is presently engaged in seeking additional working capital through equity financing or related party loans.
The accompanying financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company fail in any of the above objectives and is unable to operate for the coming year. |
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares |
Sep. 30, 2015 |
Dec. 31, 2014 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Common Stock, Par Value Per Share | $ .0000053 | $ .0000053 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares, Issued | 206,502,433 | 175,662,433 |
Common Stock, Shares, Outstanding | 206,502,433 | 175,662,433 |
Common stock issuable shares | 0 | 3,840,000 |
11. Stockholders' Equity (Deficiency) |
9 Months Ended | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2015 | |||||||||||||||||||||||||||||||
Notes to Financial Statements [Abstract] | |||||||||||||||||||||||||||||||
Stockholders' Equity (Deficiency) | The Company is authorized to issue 400,000,000 (December 31, 2014 400,000,000) shares of $0.0000053 par value common stock. Each holder of common stock has the right to one vote but does not have cumulative voting rights. Shares of common stock are not subject to any redemption or sinking fund provisions, nor do they have any preemptive, subscription or conversion rights. Holders of common stock are entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared or paid as of September 30, 2015 (December 31, 2014 - $nil).
During the nine month period ended September 30, 2015, the Company:
|
Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2015 |
Nov. 13, 2015 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ProtoKinetix, Inc. | |
Entity Central Index Key | 0001128189 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Trading Symbol | pktx | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Voluntary Filers | No | |
Entity Well Known Seasoned Issuer | No | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 207,939,933 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2015 |
12. Related Party Transactions and Balances |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions And Balances | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions and Balances | During the nine month period ended September 30, 2015, the Company:
During the nine month period ended September 30, 2015, the director provided $8,780 in contributed services, which were recorded as professional fees against additional paid-in capital.
During the nine month period ended September 30, 2015, this director resigned from the board but has been appointed to the Company's Business and Scientific Advisory Board as a consultant.
She is also entitled (as of February 26, 2015) to 4,000,000 stock options (Note 9) exercisable into common shares of the Company for a period of 5 years at a price of $0.04 per share. The options will vest monthly in tranches of 400,000 over 10 months. She will also be entitled to an additional 2,000,000 stock options exercisable for a period of 2 years at a price of $0.04 per share that will vest only upon a change in control. If terminated without cause, the agreement also stipulates a termination fee that would pay the Company's CFO three times her monthly consulting fee in effect as of the date of termination or if terminated without cause after January 1, 2016, six times her monthly consulting fee in effect as of the date of termination. In the case of termination upon a change of control event, the termination fee would be equal to two times the amount that she would receive as if terminated without cause.
As at September 30, 2015 and December 31, 2014, the following amounts are due to related parties:
Amounts included in accounts payable and accrued liabilities are non-interest bearing, unsecured and repayable on demand. Amounts included in short-term loans and convertible note payable have terms disclosed in Notes 6 and 7 respectively. |
STATEMENT OF OPERATIONS (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2015 |
Sep. 30, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
|
Expenses | ||||
Consulting fees (Note 12) | $ 15,000 | $ (2,312) | $ 65,000 | $ 46,966 |
General and administrative | $ 23,240 | 20,977 | 104,790 | 84,049 |
Interest | 8,635 | 3,969 | 27,835 | |
Professional fees (Note 12) | $ 49,325 | $ 42,661 | 219,848 | $ 52,930 |
Share-based compensation | 117,485 | 290,728 | ||
Gain on settlement of short-term loan | $ (7,272) | $ (3,116) | $ (7,272) | $ (3,116) |
Write off of deposit on sale (Note 3) | (55,000) | (55,000) | ||
Research and development | $ 29,850 | 2,115 | $ 101,970 | 14,990 |
Total | (227,628) | $ (13,960) | (779,033) | $ (168,654) |
OTHER EXPENSE | ||||
Foreign exchange gain (loss) | 121 | (678) | ||
Net loss for the period | $ (227,507) | $ (13,960) | $ (779,711) | $ (168,654) |
Net loss per common share (basic and diluted) | $ (0.00) | $ (0.00) | $ (0.00) | $ (0.00) |
Weighted average number of common shares outstanding (basic and diluted) | 202,076,618 | 175,662,433 | 194,626,737 | 171,302,543 |
6. Short-Term Loans |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
Notes to Financial Statements [Abstract] | |
Short-Term Loans | During the year ended December 31, 2013, the Company received a loan of $20,000. The loan was to be repaid by November 8, 2014, along with $10,000 in interest. In addition, the Company issued 500,000 warrants to the lender, exercisable at $0.25 for a period of 5 years. The proceeds of the loan were allocated between the debt and warrants based on a relative fair value approach, which bifurcates between the values of the two securities at the time of issuance. Using this approach, the fair value of the warrants was estimated at $4,400, with the remaining $15,600 being allocated to the debt portion; to be accreted to its settlement value over the term of the loan.
The loan was settled in August 2014 for $23,500 (Note 7), and total accretion for the year ended December 31, 2014 was $2,630, while accrued interest on the loan principal totaled $7,653 as at the settlement date. A gain on settlement of $3,116 was recognized based on a settlement payment made totaling $23,500 (Note 7).
A total of $60,250 in short-term loans were paid directly by the Company's CEO. The amount was owing to the CEO and had been included in accounts payable and accrued liabilities as at December 31, 2014 as no formal loan agreements had been completed. These amounts were settled in part of the financing detailed in Note 11(c).
The remainder of the short-term loans in the amount of $nil (December 31, 2014 - $63,250) were unsecured, non-interest bearing and were repayable on demand. |
5. Intangible Assets |
9 Months Ended |
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Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | During the nine month period ended September 30, 2015, the Company entered into an Assignment of Patents and Patent Application (effective January 1, 2015) (the "Patent Assignment") with the Institut National des Sciences Appliquees de Rouen ("INSA") for the assignment of certain patents and all rights associated therewith (the "Patents"). The Company and INSA had previously entered into a licensing agreement for the Patents in August 2004. The Patent Assignment transfers all of the Patents and rights associated therewith to the Company upon payment to INSA in the sum of 25,000 Euros (paid).
During the nine month period ended September 30, 2015, the Company entered into a Technology Transfer Agreement with Grant Young for the assignment of his 50% ownership of certain patents and all rights associated therewith (the "Patent Rights"). In exchange for the Patent Rights, the Company agreed to pay $10,000 (paid) and to issue 6,000,000 warrants (issued) to purchase shares of the Company's common stock at an exercise price of $0.10 per share for a period of five years. The Patent Rights had a total fair value of $35,000, which was allocated as $10,000 to the cash consideration paid, with the remaining $25,000 being allocated to the warrant component of the overall consideration.
The remaining 50% ownership of the Patent Rights was acquired from the Governors of the University of Alberta in exchange for a future gross revenue royalty further discussed in Note 13(c). |
9. Stock Options (Tables) |
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Notes to Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity |
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Schedule of valuation assumptions for options |
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Schedule of options by exercise price |
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13. Commitments and Contingency |
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Sep. 30, 2015 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||
Commitments and Contingency | During the nine month period ended September 30, 2015, the Company:
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9. Stock Options |
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Notes to Financial Statements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Options | Stock option transactions are summarized as follows:
The fair values of the stock options granted during the nine month period ended September 30, 2015 were estimated using the Black-Scholes Option Pricing Model. The weighted average assumptions used in the pricing model for these options are as follows:
The following non-qualified stock options were outstanding and exercisable at September 30, 2015:
As at September 30, 2015, the aggregate intrinsic value of the Company's stock options is $nil (December 31, 2014 $nil). |
7. Convertible Note Payable |
9 Months Ended |
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Sep. 30, 2015 | |
Notes to Financial Statements [Abstract] | |
Convertible Note Payable | On July 1, 2011, the Company executed a loan agreement under which the Company issued to a corporation an 8% convertible promissory note in exchange for $300,000. The note holder had the right to demand payment of outstanding principal and interest at any time with a 30-day grace period. The note was due and payable no later than June 30, 2016, and was convertible into shares of the Company's common stock at $0.025 per share. No beneficial conversion feature was applicable to this convertible note.
During the year ended December 31, 2014, the Company and the corporation commenced discussions in regards to the settlement of the convertible note. A settlement agreement was finalized during the nine month period ended September 30, 2015, but the Company has accounted for the transaction as at December 31, 2014. The settlement agreement stipulated that the convertible note plus accrued interest of $84,000 (included in accounts payable and accrued liabilities as at December 31, 2014) was to be settled through the issuance of 3,840,000 shares of the Company's common stock. The fair value of the shares was determined to be $192,000 ($0.05 per share) and the Company recognized a gain on settlement in the amount of $192,000 as at December 31, 2014. The settlement agreement also stipulated the payment of $161,750 to the corporation to settle other amounts included in accounts payable and accrued liabilities and short-term loans, all of which has been paid as at September 30, 2015.
On June 17, 2014, the Company executed a loan agreement under which the Company issued an 8% convertible promissory note in exchange for an initial amount of $10,000, with the ability to be increased to $100,000, to the Company`s President and CEO. During the year ended December 31, 2014, additional amounts totaling $90,000 were advanced, $23,500 of which was paid directly to settle certain short-term loans outstanding (Note 6). The note holder has the right to demand payment of outstanding principal and interest at any time with a 30-day grace period. The note is due and payable no later than December 31, 2015, and is convertible into shares of the Company's common stock at $0.25 per share. No beneficial conversion feature was applicable to this convertible note. On July 1, 2015, the Company`s board of directors approved an adjustment to the conversion price from $0.25 to $0.08. During the nine month period ended September 30, 2015, the Company issued 1,250,000 shares of the Company's common stock at the adjusted price of $0.08 per share to settle the promissory note. A gain of $7,272 was recognized associated with interest forgiven on the note. |
8. Share-Based Compensation |
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Notes to Financial Statements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation | During the nine month period ended September 30, 2015, the Company issued shares of common stock to non-employee consultants for services and other value rendered as follows:
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10. Warrants |
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Notes to Financial Statements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants | Warrant transactions are summarized as follows:
The following warrants were outstanding and exercisable as at September 30, 2015:
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12. Related Party Transactions and Balances (Details) - USD ($) |
Sep. 30, 2015 |
Dec. 31, 2014 |
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Accounts payable and accrued liabilities | $ 79,178 | $ 270,893 |
Short-term loans | 0 | 63,250 |
Clarence Smith (CEO) | ||
Accounts payable and accrued liabilities | 495 | 129,592 |
Short-term loans | 0 | 20,000 |
Convertible note payable | 0 | 100,000 |
Susan Woodard (CFO) | ||
Accounts payable and accrued liabilities | $ 0 | $ 12,000 |
2. Summary of Significant Accounting Policies (Policies) |
9 Months Ended |
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Sep. 30, 2015 | |
Notes to Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America ("US GAAP") applicable to interim financial information and with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed, or omitted, pursuant to such rules and regulations. In the opinion of management, the unaudited interim financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. All adjustments are of a normal recurring nature, except as otherwise noted below. These financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto for the year ended December 31, 2014, included in the Company's Annual Report on Form 10-K, filed April 14, 2015, with the Securities and Exchange Commission. The results of operations for the interim periods are not necessarily indicative of the results of operations for any other interim period or for a full fiscal year. |
Use of Estimates | Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The more significant accounting estimates inherent in the preparation of the Company's financial statements include estimates as to valuation of equity related instruments issued and deferred income taxes. |
Fair Value of Financial Instruments | Financial instruments, including cash, accounts payable and accrued liabilities, short-term loans and convertible note payable are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments.
The Company measures the fair value of financial assets and liabilities pursuant to ASC 820 "Fair Value Measurements and Disclosures" which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 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 policy describes three levels of inputs that may be used to measure fair value:
Level 1 quoted prices in active markets for identical assets or liabilities Level 2 quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
Level 1 inputs are used to measure cash. At September 30, 2015 there were no other assets or liabilities subject to additional disclosure. |
Loss per Share and Potentially Dilutive Securities | Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. The effect of 14,600,000 stock options (September 30, 2014 nil), 12,262,500 outstanding warrants (September 30, 2014 11,000,000) and debt convertible into common shares nil (September 30, 2014 12,000,000) were not included in the computation of diluted earnings per share for all periods presented because it was anti-dilutive due to the Company's losses. |
Share-Based Compensation | The Company has granted warrants and options to purchase shares of the Company's common stock to various parties for consulting services. The fair values of the warrants and options issued have been estimated using the Black-Scholes Option Pricing Model.
The Company accounts for share-based compensation under "Share-Based Payment," which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes Option Pricing Model.
The Company accounts for stock compensation arrangements with non-employees in accordance with FASB Codification 505 50 "Equity-Based Payments to Non-Employees", which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of share-based compensation is subject to periodic adjustment as the underlying instruments vest. The fair value of stock options is estimated using the Black-Scholes Option Pricing Model and the compensation charges are amortized over the vesting period. |
Common stock | Common stock issued for non-monetary consideration are recorded at their fair value on the measurement date and classified as equity. The measurement date is defined as the earliest of the date at which the commitment for performance by the counterparty to earn the common shares is reached or the date at which the counterparty's performance is complete.
Transaction costs directly attributable to the issuance of common stock and stock options are recognized as a deduction from equity, net of any tax effects.
Pursuant to ASC 470-20 "Debt with Conversion and Other Options", the proceeds from the issue of units is allocated between common stock and share purchase warrants on a pro-rata basis based on the relative fair values as follows: the fair value of the common stock is based on the market closing price on the date the units are issued and fair value of the share purchase warrants is determined using the Black-Scholes Option Pricing Model. |
Related Party Transactions | A related party is generally defined as (i) any person that holds 10% or more of the Company's securities and their immediate families, (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. |
Recent Accounting Pronouncements | In August 2014, the FASB issued Accounting Standards Update 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessment of an entity's ability to continue as a going concern within one year of the date of issuance of the entity's financial statements (or within one year after the date on which the financial statements are available to be issued, when applicable). Further, an entity must provide certain disclosures if there is substantial doubt about the entity's ability to continue as a going concern. The requirement is effective for annual periods ending after December 15, 2016, and interim periods thereafter, early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company's financial statements. |
2. Summary of Significant Accounting Policies (Details Narrative) - shares |
9 Months Ended | |
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Sep. 30, 2015 |
Sep. 30, 2014 |
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Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 14,600,000 | 0 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 0 | 12,000,000 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 12,262,500 | 11,000,000 |
4. Accounts Receivable |
9 Months Ended |
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Sep. 30, 2015 | |
Notes to Financial Statements [Abstract] | |
Accounts Receivable | Accounts receivable consists of refundable sales tax paid on purchases made in Canada. |
6. Short-Term Loans (Details Narrative) - USD ($) |
Sep. 30, 2015 |
Dec. 31, 2014 |
---|---|---|
Notes to Financial Statements [Abstract] | ||
Short-term loans | $ 0 | $ 63,250 |
14. Subsequent Events |
9 Months Ended | ||
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Sep. 30, 2015 | |||
Notes to Financial Statements [Abstract] | |||
Subsequent Events | Subsequent to the nine month period ended September 30, 2015, the Company:
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