Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 20-May-14 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Quest Water Global, Inc. | ' |
Entity Central Index Key | '0001487091 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 91,979,860 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current assets | ' | ' |
Cash | $2,482 | $1,605 |
Amounts receivable | ' | 1,293 |
Prepaid expenses and deposits | 7,237 | 7,835 |
Total current assets | 9,719 | 10,733 |
Equipment (Note 3) | 10,216 | 11,269 |
Total assets | 19,935 | 22,002 |
Current liabilities | ' | ' |
Accounts payable | 350,968 | 360,766 |
Accrued liabilities | 2,262 | 3,344 |
Convertible notes payable, net of unamortized discount of $7,917 (2013 - $22,292) (Note 4) | 167,083 | 152,708 |
Due to related parties (Note 5) | 1,111,340 | 980,248 |
Total liabilities | 1,631,653 | 1,497,066 |
Nature of operations and continuance of business (Note 1) | ' | ' |
Commitments (Note 9) | ' | ' |
Subsequent event (Note 10) | ' | ' |
Stockholders' deficit | ' | ' |
Preferred stock, 5,000,000 shares authorized, $0.000001 par value, 2 shares issued and outstanding | 1 | 1 |
Common stock, 95,000,000 shares authorized, $0.000001 par value, 86,479,860 and 85,749,860 shares issued and outstanding, respectively | 5,141 | 5,140 |
Additional paid-in capital | 5,455,692 | 4,749,609 |
Common stock issuable (Note 6) | 5,000 | 23,000 |
Deferred compensation (Note 6) | -87,096 | ' |
Deficit accumulated during the development stage | -6,990,456 | -6,252,814 |
Total stockholders' deficit | -1,611,718 | -1,475,064 |
Total liabilities and stockholders' deficit | $19,935 | $22,002 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Convertible notes payable, net of unamortized discount | $7,917 | $22,292 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares issued | 2 | 2 |
Preferred stock, shares outstanding | 2 | 2 |
Common stock, shares authorized | 95,000,000 | 95,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares issued | 86,479,860 | 85,749,860 |
Common stock, shares outstanding | 86,479,860 | 85,749,860 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 61 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Expenses | ' | ' | ' |
Advertising and promotion | $748 | $27,542 | $104,342 |
Amortization | 1,053 | 14,642 | 134,108 |
Automotive | 5,200 | 5,935 | 105,043 |
Consulting fees (Notes 6 and 8) | 280,256 | 11,209 | 1,468,103 |
Foreign exchange gain | -5,392 | -3,184 | -9,486 |
Management fees (Note 8) | 407,731 | 75,000 | 3,507,256 |
Office and miscellaneous | 7,646 | 6,752 | 133,927 |
Professional fees | 20,013 | 34,815 | 680,277 |
Rent | 5,160 | 7,553 | 144,220 |
Telephone | 2,606 | 4,373 | 67,749 |
Transfer agent and filing fees | 1,333 | 813 | 21,771 |
Travel | 257 | 14,781 | 194,791 |
Total expenses | 726,611 | 200,231 | 6,552,101 |
Loss before other income (expense) | -726,611 | -200,231 | -6,552,101 |
Other income (expense) | ' | ' | ' |
Accretion of discounts on convertible notes payable | -14,375 | -15,940 | -247,439 |
Gain on settlement of debt (Note 4) | 3,344 | ' | 22,887 |
Impairment of equipment | ' | ' | -205,508 |
Interest expense | ' | -908 | -9,370 |
Interest income | ' | ' | 1,075 |
Total other income (expense) | -11,031 | -16,848 | -438,355 |
Net loss | ($737,642) | ($217,079) | ($6,990,456) |
Net loss per share, basic and diluted | ($0.01) | ' | ' |
Weighted average number of shares outstanding , basic and diluted | 86,082,416 | 85,089,049 | ' |
Consolidated_Statement_of_Cash
Consolidated Statement of Cash Flows (Unaudited) (USD $) | 3 Months Ended | 61 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Operating Activities: | ' | ' | ' |
Net loss for the period | ($737,642) | ($217,079) | ($6,990,456) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Accretion of discount on convertible note payable | 14,375 | 15,940 | 247,439 |
Amortization | 1,053 | 14,642 | 134,108 |
Gain on settlement of debt | -3,165 | ' | -22,887 |
Impairment of equipment | ' | ' | 205,508 |
Stock-based compensation | 600,988 | ' | 3,469,643 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | 1,293 | ' | ' |
Prepaid expenses | 598 | ' | -7,237 |
Accounts payable | -9,798 | 34,360 | 366,620 |
Accrued liabilities | 2,083 | 21,264 | 6,674 |
Due to related parties | 93,818 | 104,382 | 1,073,866 |
Net cash provided by (used in) operating activities | -36,397 | -26,491 | -1,516,722 |
Investing Activities: | ' | ' | ' |
Purchase of equipment | ' | ' | -349,832 |
Net cash used in investing activities | 0 | 0 | -349,832 |
Financing Activities: | ' | ' | ' |
Proceeds from convertible notes payable | ' | ' | 601,320 |
Proceeds from loans payable | ' | ' | 208,000 |
Repayment of loans payable | ' | ' | -200,000 |
Advances from related parties | 37,274 | ' | 37,274 |
Proceeds from issuance of common stock | ' | 25,000 | 1,222,442 |
Net cash provided by financing activities | 37,274 | 25,000 | 1,869,036 |
Increase (decrease) in cash | 877 | -1,491 | 2,482 |
Cash, beginning of period | 1,605 | 1,732 | ' |
Cash, end of period | 2,482 | 241 | 2,482 |
Non-cash investing and financing activities: | ' | ' | ' |
Common stock issued to settle accounts payable | ' | ' | 11,750 |
Quest notes conversion to common stock prior to recapitalization transaction | ' | ' | 325,500 |
Common stock issued pursuant to the conversion of notes payable | ' | ' | 89,000 |
Common stock issued to settle loans payable | ' | ' | 4,000 |
Supplemental disclosures: | ' | ' | ' |
Interest paid | ' | ' | 1,586 |
Income tax paid | ' | ' | ' |
Nature_of_Operations_and_Conti
Nature of Operations and Continuance of Business | 3 Months Ended | ||
Mar. 31, 2014 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||
Nature of Operations and Continuance of Business | ' | ||
1 | Nature of Operations and Continuance of Business | ||
On January 6, 2012, Quest Water Global, Inc. (the “Company”) entered into a series of transactions pursuant to which the Company acquired Quest Water Solutions, Inc. (“Quest”), a Nevada corporation; spun-out its prior operations to the Company’s former principal stockholders, directors and officers; and completed a private offering of the Company’s securities for an aggregate purchase price of approximately $677,000. The following summarizes the foregoing transactions: | |||
● | Acquisition of Quest. The Company acquired all of the outstanding capital stock of Quest in exchange for the issuance of 51,369,860 shares of the Company’s common stock pursuant to a Share Exchange Agreement between the Company, the Company’s former principal stockholder, Quest and the former stockholders of Quest. As a result of this transaction, Quest became the Company’s wholly owned subsidiary and the former shareholders of Quest became the Company’s controlling stockholders. The transaction was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein Quest is considered the acquirer for accounting and financial reporting purposes. Accordingly, the comparative financial statements to that date, including the disclosures from inception, are those of Quest. | ||
Two former shareholders of Quest each received one share of the Company’s newly designated Series A Voting Preferred Stock. Each share of Series A Voting Preferred Stock entitles the holder thereof to approximately 35% of the voting power of the Company’s capital stock. Accordingly, the two former principal shareholders of Quest, together, control more than 50% of the votes eligible to be cast by stockholders in the election of directors and generally . | |||
● | Spin-Out of RPM Dental Business. Immediately prior to the acquisition of Quest, the Company spun-out RPM Dental Systems, LLC, a limited liability company formed in Kentucky and a wholly owned subsidiary, to the Company’s former officer and director and principal stockholder. As consideration the former director returned 80,000,000 shares of the Company’s common stock held by that person. These shares were cancelled immediately following the acquisition. | ||
● | Financing Transaction. Immediately following the acquisition of Quest, the Company completed a private offering of units consisting of an aggregate of (i) 2,708,000 shares of common stock and (ii) warrants to purchase 2,708,000 shares of common stock. The warrants have a three-year term and a per share exercise price of $0.50. The aggregate purchase price of the units was $677,000. | ||
On the closing of the above transactions, the Company entered into lock-up agreements with each of the former Quest shareholders who received common stock of the Company in the share exchange, agreeing not to transfer any of the common stock of the Company for a one year period after the closing. In addition, the Company entered into lock-up/leak-out agreements with the two officers of the Company, agreeing not to transfer any of the common stock of the Company for a one year period after the closing and for the six months thereafter to limit any transfers to 0.5% up to a maximum of 100,000 shares of common stock on any single day. | |||
The Company is an innovative water technology company that provides solutions to water scarce regions. The Company’s operations to date have been limited primarily to capital formation, organization, and development of its business plan. As such, the Company is a development stage company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”. | |||
These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at March 31, 2014, the Company has a working capital deficiency of $1,621,934 of which $1,111,340 is owed to the two principal shareholders (Notes 5 and 10), and an accumulated deficit of $6,990,456. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue to develop its business and ultimately on the attainment of profitable operations. The Company is in the process of arranging additional capital financing that may assist in addressing these issues; however, these factors continue to raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | |||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Accounting Policies [Abstract] | ' | ||||||
Summary of Significant Accounting Policies | ' | ||||||
2 | Summary of Significant Accounting Policies | ||||||
(a) | Basic of Presentation and Consolidation | ||||||
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (“US GAAP”), and are expressed in US dollars. These consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary, Quest; Quest’s wholly owned subsidiary, Quest Water Solutions Inc., a company incorporated under the laws of the Province of British Columbia, Canada; and its 88% owned inactive subsidiaries Agua Cuilo Lda., Cuilo Embalnages, Lda., and Cuilo Comercial, Lda. All inter-company balances and transactions have been eliminated on consolidation. The Company’s fiscal year-end is December 31. | |||||||
(b) | Interim Financial Statements | ||||||
These interim consolidated financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. | |||||||
(c) | Use of Estimates | ||||||
The preparation of these consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of equipment, fair value of convertible notes payable, fair value of stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |||||||
(d) | Equipment | ||||||
Equipment is stated at cost. The Company amortizes the cost of equipment over its estimated useful life at the following annual rates: | |||||||
Computer equipment | 45% | declining balance basis | |||||
Demonstration equipment and furniture | 20% | declining balance basis | |||||
Furniture and equipment | 20% | declining balance basis | |||||
(e) | Long-lived Assets | ||||||
In accordance with ASC 360, “Property, Plant, and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount exceeds fair value. | |||||||
(f) | Financial Instruments and Fair Value Measures | ||||||
ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: | |||||||
Level 1 | |||||||
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |||||||
Level 2 | |||||||
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |||||||
Level 3 | |||||||
Level 3 applies to assets or liabilities for which there are no observable inputs to the valuation methodology that are relevant to the measurement of the fair value of the assets or liabilities. | |||||||
The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, convertible notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. | |||||||
(g) | Loss Per Share | ||||||
The Company computes net loss per share in accordance with ASC 260, “Earnings per Share”, which requires presentation of both basic and diluted loss per share (“LPS”) on the face of the income statement. Basic LPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted LPS gives effect to all dilutive potential common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted LPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted LPS excludes all dilutive potential shares if their effect is anti-dilutive. | |||||||
(h) | Comprehensive Loss | ||||||
ASC 220, “Comprehensive Income”, establishes standards for the reporting and presentation of comprehensive income (loss) and its components in the financial statements. As at March 31, 2014 and December 31, 2013, the Company had no items representing comprehensive income or loss. | |||||||
(i) | Foreign Currency Translation | ||||||
The Company’s functional currency is US dollars. Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into US dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income. | |||||||
The Company’s integrated foreign subsidiaries are financially or operationally dependent on the Company. The Company uses the temporal method to translate the accounts of its integrated operations into US dollars. Monetary assets and liabilities are translated at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. The resulting exchange gains or losses are recognized in income. | |||||||
(j) | Income Taxes | ||||||
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of March 31, 2014 and December 31, 2013, the Company did not have any amounts recorded pertaining to uncertain tax positions. | |||||||
The Company is required to file federal and provincial income tax returns in Canada and federal, state and local income tax returns in the US, as applicable. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. For Canadian and US income tax returns, the open taxation year is 2010. In certain circumstances, the US federal statute of limitations can reach beyond the standard three year period. US state statutes of limitations for income tax assessment vary from state to state. Tax authorities of Canada and US have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years noted above. | |||||||
The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. During the periods ended March 31, 2014 and 2013, there were no charges or provisions for interest or penalties. | |||||||
(k) | Recent Accounting Pronouncements | ||||||
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Equipment
Equipment | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||||||
Equipment | ' | ||||||||||||||||
3 | Equipment | ||||||||||||||||
Cost | Accumulated | Net Carrying | Net Carrying | ||||||||||||||
Amortization | Value | Value | |||||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||||||
$ | $ | $ | $ | ||||||||||||||
Computer equipment | 25,971 | 19,149 | 6,822 | 7,696 | |||||||||||||
Furniture and equipment | 7,426 | 4,032 | 3,394 | 3,573 | |||||||||||||
33,397 | 23,181 | 10,216 | 11,269 |
Convertible_Notes_Payable
Convertible Notes Payable | 3 Months Ended | ||
Mar. 31, 2014 | |||
Debt Disclosure [Abstract] | ' | ||
Convertible Notes Payable | ' | ||
4 | Convertible Notes Payable | ||
(a) | On May 9, 2012, the Company received proceeds of $150,000 and issued a convertible note which is non-interest bearing, unsecured, and due on May 9, 2014. The unpaid amount can be converted at any time at the holder’s option at $0.50 per share of common stock, which must not be less than $25,000 of unpaid principal. In accordance with ASC 470-20, “Debt with Conversion and Other Options” (“ASC 470-20”), the Company recognized the intrinsic value of the embedded beneficial conversion feature of $90,000 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note up to its face value of $150,000. For the three months ended March 31, 2014, $11,250 (2013 - $41,250) had been accreted, increasing the carrying value to $146,250 (December 31, 2013 - $135,000). | ||
(b) | On July 30, 2012, the Company received proceeds of $25,000 and issued a convertible note which is non-interest bearing, unsecured, and due on July 30, 2014. The unpaid amount can be converted at any time at the holder’s option at $0.50 per share of common stock. In accordance with ASC 470-20, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $25,000 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note up to its face value of $25,000. For the three months ended March 31, 2014, $3,125 (2013 - $17,708) had been accreted, increasing the carrying value to $20,833 (December 31, 2013 - $17,708). | ||
(c) | On December 11, 2012, the Company received proceeds of $25,000 and issued a convertible note which bears interest at 10% per annum, is unsecured, and due on December 11, 2013. The unpaid amount can be converted six months after the date of issuance at the holder’s option at $0.40 per share of common stock. In accordance with ASC 470-20, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $6,250 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note up to its face value of $25,000. On October 15, 2013, the Company issued 62,500 shares of common stock pursuant to the conversion of the note. During the three months ended March 31, 2014, the interest accrued was forgiven and the Company recorded a gain on settlement of $2,117. | ||
(d) | On December 18, 2012, the Company received proceeds of $11,820 and issued a convertible note which bears interest at 10% per annum, is unsecured, and due on December 11, 2013. The unpaid amount can be converted six months after the date of issuance at the holder’s option at $0.40 per share of common stock. In accordance with ASC 470-20, the Company determined there was no embedded beneficial conversion feature. During the year ended December 31, 2013, the Company settled the note in full for $nil payments and recorded a gain on settlement of $11,820. During the three months ended March 31, 2014, the Company recorded a gain on settlement of the interest accrued of $1,227. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | ||
Mar. 31, 2014 | |||
Related Party Transactions [Abstract] | ' | ||
Related Party Transactions | ' | ||
5 | Related Party Transactions | ||
(a) | As at March 31, 2014, a total of $450,043 (December 31, 2013 - $404,193) is owed to the President of the Company, which is non-interest bearing, unsecured, and due on demand. Refer to Note 10. | ||
(b) | As at March 31, 2014, a total of $661,297 (December 31, 2013 - $576,055) is owed to the Vice President of the Company, which is non-interest bearing, unsecured, and due on demand. Refer to Note 10. | ||
(c) | For the three months ended March 31, 2014, the Company incurred a total of $75,000 (2013 - $75,000) in management fees to the President and the Vice President of the Company. The Company also incurred stock-based compensation of $332,731 (2013 - $nil) for stock options granted to the President and the Vice President of the Company during the three months ended March 31, 2014, which is included in management fees. |
Common_Stock
Common Stock | 3 Months Ended | ||
Mar. 31, 2014 | |||
Equity [Abstract] | ' | ||
Common Stock | ' | ||
6 | Common Stock | ||
(a) | On February 18, 2014, the Company issued 30,000 shares of common stock with a fair value of $6,900 pursuant to a consulting agreement. | ||
(b) | On February 18, 2014, the Company issued 500,000 shares of common stock with a fair value of $110,000 pursuant to a consulting agreement, of which $22,904 (2012 - $nil) was expensed as consulting fees which reflects the pro-rata portion of the services provided to March 31, 2014. As of March 31, 2014, the remaining amount of $87,096 was recorded as deferred compensation and will be expensed as consulting fees pro-rata over the term of the agreement which ends on January 14, 2015. The fair value of the shares was determined based on the closing price of the Company’s common stock at $0.22 per share on February 18, 2014. | ||
(c) | On February 18, 2014, the Company issued 200,000 shares of common stock with a fair value of $38,280 pursuant to a consulting agreement, of which 100,000 shares of common stock with a fair value of $18,000 was included in common stock issuable as at December 31, 2013. Refer to Note 9(c). | ||
(d) | As at March 31, 2014, the Company had received share subscriptions of $5,000 for 83,334 shares of common stock at a price of $0.06 per share. |
Share_Purchase_Warrants
Share Purchase Warrants | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Warrants and Rights Note Disclosure [Abstract] | ' | ||||||||
Share Purchase Warrants | ' | ||||||||
7 | Share Purchase Warrants | ||||||||
The following table summarizes the continuity of share purchase warrants: | |||||||||
Number of | Weighted | ||||||||
warrants | average | ||||||||
exercise price | |||||||||
$ | |||||||||
Balance, December 31, 2013 and March 31, 2014 | 3,056,500 | 0.53 | |||||||
As at March 31, 2014, the following share purchase warrants were outstanding: | |||||||||
Number of warrants | Exercise price | Expiry date | |||||||
outstanding | $ | ||||||||
2,398,000 | 0.5 | 6-Jan-15 | |||||||
310,000 | 0.5 | 10-Feb-15 | |||||||
286,000 | 0.75 | 15-Jul-15 | |||||||
62,500 | 0.65 | 15-Oct-15 | |||||||
3,056,500 | |||||||||
Stock_Options
Stock Options | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Stock Options | ' | |||||||||||||
8 | Stock Options | |||||||||||||
Number | Weighted | |||||||||||||
of options | average | |||||||||||||
exercise price | ||||||||||||||
$ | ||||||||||||||
Outstanding, December 31, 2013 | 5,050,000 | 0.9 | ||||||||||||
Granted | 3,750,000 | 0.19 | ||||||||||||
Forfeited | (3,500,000 | ) | 0.9 | |||||||||||
Outstanding, March 31, 2014 | 5,300,000 | 0.19 | ||||||||||||
Additional information regarding stock options outstanding as at March 31, 2014 is as follows: | ||||||||||||||
Outstanding and exercisable | ||||||||||||||
Range of | Number of | Weighted | Weighted | |||||||||||
exercise prices | shares | average | average | |||||||||||
$ | remaining | exercise | ||||||||||||
contractual life | price | |||||||||||||
(years) | $ | |||||||||||||
0.19 | 5,300,000 | 1.2 | 0.19 | |||||||||||
On February 25, 2014, the Company amended the exercise price of 1,550,000 stock options granted on May 30, 2012 from $0.90 to $0.19 per share. Modifications to the terms of an award are treated as an exchange of the original award for a new award. Incremental compensation cost is measured as the excess, if any, of the fair value of the original award immediately before its terms are modified, measured on the share price and other pertinent factors at that date. The Company recognized an incremental compensation cost of $97,240 for these modified stock options, which is included in consulting fees. | ||||||||||||||
The fair values for stock options granted have been estimated using the Black-Scholes option pricing model assuming no expected dividends and the following weighted average assumptions: | ||||||||||||||
Three months ended | Three months ended | |||||||||||||
31-Mar-14 | 31-Mar-13 | |||||||||||||
Risk-free Interest rate | 0.11 | % | – | |||||||||||
Expected life (in years) | 1.3 | – | ||||||||||||
Expected volatility | 162 | % | – | |||||||||||
During the three months ended March 31, 2014, the Company recorded stock-based compensation of $453,664 (2013 - $nil) for stock options granted, of which $332,731 was included in management fees and $120,933 was included in consulting fees. | ||||||||||||||
The weighted average fair value of the stock options granted during the three months ended March 31, 2014 was $0.12 per option. | ||||||||||||||
As at March 31, 2014, the weighted average remaining contractual life is 1.2 years and the aggregate intrinsic value of stock options outstanding is $nil. |
Commitments
Commitments | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||
Commitments | ' | |||||
9 | Commitments | |||||
(a) | On November 1, 2011, the Company entered into a management agreement with the President of the Company whereby it is obligated to pay $12,500 per month starting on October 3, 2011 to November 1, 2016. | |||||
The agreement may be terminated by written notice. Upon termination, the President shall receive a termination fee equal to the sum of: | ||||||
(i) | Buy-out of any outstanding stock options for a price equal to the fair market value of the Company’s common stock multiplied by the number of shares under options and less the exercise price; plus | |||||
(ii) | The greater of: | |||||
● | The aggregate remaining fees for the unexpired remainder of the term; or | |||||
● | One annual fee plus one month fee for each year served after November 1, 2011. | |||||
(b) | On November 1, 2011, the Company entered into a management agreement with the Vice-President of the Company whereby it is obligated to pay $12,500 per month starting on October 3, 2011 to November 1, 2016. | |||||
The agreement may be terminated by written notice. Upon termination, the Vice-President shall receive a termination fee equal to the sum of: | ||||||
(i) | Buy-out of any outstanding stock options for a price equal to the fair market value of the Company’s common stock multiplied by the number of shares under options and less the exercise price; plus | |||||
(ii) | The greater of: | |||||
● | The aggregate remaining fees for the unexpired remainder of the term; or | |||||
● | One annual fee plus one month fee for each year served after November 1, 2011. | |||||
(c) | On October 17, 2013, the Company entered into a six month agreement for consulting services whereby the Company agreed to pay $4,000 per month. The Company also agreed to issue 100,000 shares of common stock for each three month period that this agreement is in effect. Shares issued will be considered to have been earned at the beginning of each period that payment is due. Refer to Note 6(c). | |||||
(d) | On November 19, 2013, the Company entered into a one year agreement for consulting services whereby the Company agreed to pay an annual fee of $45,000 in shares of common stock based on a 40% monthly workload. In connection with this fee, the Company issued 225,000 shares of common stock with a fair value of $49,500. This fee will be reviewed on a monthly basis and will be increased proportionately if the consultant’s workload increases on behalf of the Company. The Company also agreed to pay finder’s fee at the following rates: | |||||
(i) | Based on equity investment: | |||||
● | 10% on funds received from finder investors up to $1,000,000; | |||||
● | 7.5% on funds received from finder investors between $1,000,001 to $2,000,000; | |||||
● | 5% on funds received from finder investors over $2,000,000. | |||||
(ii) | Based on debt investment: | |||||
● | 5% on funds received from finder investors up to $1,000,000; | |||||
● | 3.75% on funds received from finder investors between $1,000,001 to $2,000,000; | |||||
● | 2.5% on funds received from finder investors over $2,000,000. | |||||
The finder’s fee shall be paid in cash, or as elected by the finder, a combination of cash and common stock of the Company at the same price per share as the Company’s current financing round. | ||||||
(e) | On January 15, 2014, the Company entered into a six month agreement for consulting services whereby the Company agreed, for any contract pursuant to which the Company receives monies, directly or indirectly, to pay the consultant a fee of 8% of the first $1,000,000 in gross proceeds of such financing, 6.5% of the next $1,000,000, 5.5% of the next $2,000,000 and 4.5% of all sums received above that. The fee is payable when the monies are received from the funding sources. | |||||
(f) | On February 11, 2014, the Company signed a lease for office premises and agreed to pay annual basic rent of Cdn$16,248 plus operating costs up to February 11, 2017. Minimum lease payments over the remaining term of the lease is as follows: | |||||
Year | Cdn$ | |||||
2014 | 12,186 | |||||
2015 | 16,248 | |||||
2016 | 16,248 | |||||
2017 | 2,031 | |||||
46,713 |
Subsequent_Event
Subsequent Event | 3 Months Ended | |
Mar. 31, 2014 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Event | ' | |
10 | Subsequent Event | |
On April 8, 2014, the Company issued 5,500,000 shares of common stock with a fair value of $0.12 per share to settle accrued management fees of $660,000 owing to the President and the Vice President of the Company. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Accounting Policies [Abstract] | ' | ||||||
Basic of Presentation and Consolidation | ' | ||||||
(a) | Basic of Presentation and Consolidation | ||||||
These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (“US GAAP”), and are expressed in US dollars. These consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary, Quest; Quest’s wholly owned subsidiary, Quest Water Solutions Inc., a company incorporated under the laws of the Province of British Columbia, Canada; and its 88% owned inactive subsidiaries Agua Cuilo Lda., Cuilo Embalnages, Lda., and Cuilo Comercial, Lda. All inter-company balances and transactions have been eliminated on consolidation. The Company’s fiscal year-end is December 31. | |||||||
Interim Financial Statements | ' | ||||||
(b) | Interim Financial Statements | ||||||
These interim consolidated financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. | |||||||
Use of Estimates | ' | ||||||
(c) | Use of Estimates | ||||||
The preparation of these consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of equipment, fair value of convertible notes payable, fair value of stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |||||||
Equipment | ' | ||||||
(d) | Equipment | ||||||
Equipment is stated at cost. The Company amortizes the cost of equipment over its estimated useful life at the following annual rates: | |||||||
Computer equipment | 45% | declining balance basis | |||||
Demonstration equipment and furniture | 20% | declining balance basis | |||||
Furniture and equipment | 20% | declining balance basis | |||||
Long-lived Assets | ' | ||||||
(e) | Long-lived Assets | ||||||
In accordance with ASC 360, “Property, Plant, and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount exceeds fair value. | |||||||
Financial Instruments and Fair Value Measures | ' | ||||||
(f) | Financial Instruments and Fair Value Measures | ||||||
ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: | |||||||
Level 1 | |||||||
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. | |||||||
Level 2 | |||||||
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | |||||||
Level 3 | |||||||
Level 3 applies to assets or liabilities for which there are no observable inputs to the valuation methodology that are relevant to the measurement of the fair value of the assets or liabilities. | |||||||
The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, convertible notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. | |||||||
Loss Per Share | ' | ||||||
(g) | Loss Per Share | ||||||
The Company computes net loss per share in accordance with ASC 260, “Earnings per Share”, which requires presentation of both basic and diluted loss per share (“LPS”) on the face of the income statement. Basic LPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted LPS gives effect to all dilutive potential common stock outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted LPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted LPS excludes all dilutive potential shares if their effect is anti-dilutive. | |||||||
Comprehensive Loss | ' | ||||||
(h) | Comprehensive Loss | ||||||
ASC 220, “Comprehensive Income”, establishes standards for the reporting and presentation of comprehensive income (loss) and its components in the financial statements. As at March 31, 2014 and December 31, 2013, the Company had no items representing comprehensive income or loss. | |||||||
Foreign Currency Translation | ' | ||||||
(i) | Foreign Currency Translation | ||||||
The Company’s functional currency is US dollars. Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into US dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income. | |||||||
The Company’s integrated foreign subsidiaries are financially or operationally dependent on the Company. The Company uses the temporal method to translate the accounts of its integrated operations into US dollars. Monetary assets and liabilities are translated at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. The resulting exchange gains or losses are recognized in income. | |||||||
Income Taxes | ' | ||||||
(j) | Income Taxes | ||||||
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of March 31, 2014 and December 31, 2013, the Company did not have any amounts recorded pertaining to uncertain tax positions. | |||||||
The Company is required to file federal and provincial income tax returns in Canada and federal, state and local income tax returns in the US, as applicable. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. For Canadian and US income tax returns, the open taxation year is 2010. In certain circumstances, the US federal statute of limitations can reach beyond the standard three year period. US state statutes of limitations for income tax assessment vary from state to state. Tax authorities of Canada and US have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years noted above. | |||||||
The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. During the periods ended March 31, 2014 and 2013, there were no charges or provisions for interest or penalties. | |||||||
Recent Accounting Pronouncements | ' | ||||||
(k) | Recent Accounting Pronouncements | ||||||
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Accounting Policies [Abstract] | ' | ||||||
Schedule of Amortization of Property and Equipment | ' | ||||||
The Company amortizes the cost of equipment over its estimated useful life at the following annual rates: | |||||||
Computer equipment | 45% | declining balance basis | |||||
Demonstration equipment and furniture | 20% | declining balance basis | |||||
Furniture and equipment | 20% | declining balance basis |
Equipment_Tables
Equipment (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||||||||
Schedule of Property and Equipment | ' | ||||||||||||||||
Cost | Accumulated | Net Carrying | Net Carrying | ||||||||||||||
Amortization | Value | Value | |||||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||||||
$ | $ | $ | $ | ||||||||||||||
Computer equipment | 25,971 | 19,149 | 6,822 | 7,696 | |||||||||||||
Furniture and equipment | 7,426 | 4,032 | 3,394 | 3,573 | |||||||||||||
33,397 | 23,181 | 10,216 | 11,269 |
Share_Purchase_Warrants_Tables
Share Purchase Warrants (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Warrants and Rights Note Disclosure [Abstract] | ' | ||||||||
Schedule of Continuity of Share Purchase Warrants | ' | ||||||||
The following table summarizes the continuity of share purchase warrants: | |||||||||
Number of | Weighted | ||||||||
warrants | average | ||||||||
exercise price | |||||||||
$ | |||||||||
Balance, December 31, 2013 and March 31, 2014 | 3,056,500 | 0.53 | |||||||
Schedule of Share Purchase Warrants Outstanding | ' | ||||||||
As at March 31, 2014, the following share purchase warrants were outstanding: | |||||||||
Number of warrants | Exercise price | Expiry date | |||||||
outstanding | $ | ||||||||
2,398,000 | 0.5 | 6-Jan-15 | |||||||
310,000 | 0.5 | 10-Feb-15 | |||||||
286,000 | 0.75 | 15-Jul-15 | |||||||
62,500 | 0.65 | 15-Oct-15 | |||||||
3,056,500 |
Stock_Options_Tables
Stock Options (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Schedule of Stock Options Activity | ' | |||||||||||||
Number | Weighted | |||||||||||||
of options | average | |||||||||||||
exercise price | ||||||||||||||
$ | ||||||||||||||
Outstanding, December 31, 2013 | 5,050,000 | 0.9 | ||||||||||||
Granted | 3,750,000 | 0.19 | ||||||||||||
Forfeited | (3,500,000 | ) | 0.9 | |||||||||||
Outstanding, March 31, 2014 | 5,300,000 | 0.19 | ||||||||||||
Schedule of Additional Information Regarding Stock Options Outstanding | ' | |||||||||||||
Additional information regarding stock options outstanding as at March 31, 2014 is as follows: | ||||||||||||||
Outstanding and exercisable | ||||||||||||||
Range of | Number of | Weighted | Weighted | |||||||||||
exercise prices | shares | average | average | |||||||||||
$ | remaining | exercise | ||||||||||||
contractual life | price | |||||||||||||
(years) | $ | |||||||||||||
0.19 | 5,300,000 | 1.2 | 0.19 | |||||||||||
Schedule of Fair value of Stock Options | ' | |||||||||||||
The fair values for stock options granted have been estimated using the Black-Scholes option pricing model assuming no expected dividends and the following weighted average assumptions: | ||||||||||||||
Three months ended | Three months ended | |||||||||||||
31-Mar-14 | 31-Mar-13 | |||||||||||||
Risk-free Interest rate | 0.11 | % | – | |||||||||||
Expected life (in years) | 1.3 | – | ||||||||||||
Expected volatility | 162 | % | – |
Commitment_Tables
Commitment (Tables) | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Commitment Tables | ' | |||||
Schedule of Minimum Lease Payments Over Remaining Term of Lease | ' | |||||
Minimum lease payments over the remaining term of the lease is as follows: | ||||||
Year | Cdn$ | |||||
2014 | 12,186 | |||||
2015 | 16,248 | |||||
2016 | 16,248 | |||||
2017 | 2,031 | |||||
46,713 | ||||||
Nature_of_Operations_and_Conti1
Nature of Operations and Continuance of Business (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | |
Jan. 06, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' |
Private offering of securities for aggregate purchase price | $677,000 | ' | ' |
Issuance of common stock to acquire outstanding capital stock in exchange | 51,369,860 | ' | ' |
Preferred stock voting rights description | ' | ' | ' |
Each share of Series A Voting Preferred Stock entitles the holder thereof to approximately 35% of the voting power of the Company’s capital stock. Accordingly, the two former principal shareholders of Quest, together, control more than 50% of the votes eligible to be cast by stockholders in the election of directors and generally . | |||
Common stock issued for consideration of acquire ownership interest | 80,000,000 | ' | ' |
Additional common stock issued under private offerings | 2,708,000 | ' | ' |
Warrants issued to purchase common stock under private offerings | 2,708,000 | ' | ' |
Warrants expiration term period | '3 years | ' | ' |
Warrants, exercise price | 0.5 | ' | ' |
Purchase price of the units under private offerings | 677,000 | ' | ' |
Maximum percentage of common stock shares transfers in single day under Lock-up or Leak-out agreement | ' | 0.50% | ' |
Maximum number of common stock shares transfers in single day under Lock-up or Leak-out agreement | ' | 100,000 | ' |
Working capital deficiency | ' | 1,621,934 | ' |
Liability of principal stockholders | ' | 1,111,340 | ' |
Accumulated stockholders' deficit | ' | $6,990,456 | $6,252,814 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' |
Percentage of ownership in inactive subsidiaries | 88.00% | ' | ' |
Comprehensive income loss | $0 | $0 | ' |
Uncertain tax positions | 0 | 0 | ' |
Charges or provisions for uncertain tax positions interest or penalties | $0 | ' | $0 |
Schedule_of_Amortization_of_Pr
Schedule of Amortization of Property and Equipment (Details) | 3 Months Ended | |
Mar. 31, 2014 | ||
Computer Equipment [Member] | ' | |
Percentage of property and equipment amortization cost basis | ' | |
45% | declining balance basis | |
Demonstration Equipment And Furniture [Member] | ' | |
Percentage of property and equipment amortization cost basis | ' | |
20% | declining balance basis | |
Furniture And Equipment [Member] | ' | |
Percentage of property and equipment amortization cost basis | ' | |
20% | declining balance basis |
Equipment_Schedule_Property_an
Equipment - Schedule Property and Equipment (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Equipment, Cost | $33,397 | ' |
Equipment, Accumulated Amortization | 23,181 | ' |
Equipment, Net Carrying Value | 10,216 | 11,269 |
Computer Equipment [Member] | ' | ' |
Equipment, Cost | 25,971 | ' |
Equipment, Accumulated Amortization | 19,149 | ' |
Equipment, Net Carrying Value | 6,822 | 7,696 |
Furniture And Equipment [Member] | ' | ' |
Equipment, Cost | 7,426 | ' |
Equipment, Accumulated Amortization | 4,032 | ' |
Equipment, Net Carrying Value | $3,394 | $3,573 |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details Narrative) (USD $) | 3 Months Ended | 61 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | 9-May-12 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Oct. 15, 2013 | Jul. 30, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 11, 2012 | Mar. 31, 2014 | Dec. 18, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | |
Convertible Notes 1 [Member] | Convertible Notes 1 [Member] | Convertible Notes 1 [Member] | Convertible Notes 1 [Member] | Convertible Notes 2 [Member] | Convertible Notes 2 [Member] | Convertible Notes 2 [Member] | Convertible Notes 2 [Member] | Convertible Notes 3 [Member] | Convertible Notes 3 [Member] | Convertible Notes 4 [Member] | Convertible Notes 4 [Member] | Convertible Notes 4 [Member] | ||||
Proceeds from loans | ' | ' | ' | $150,000 | ' | ' | ' | ' | $25,000 | ' | ' | $25,000 | ' | $11,820 | ' | ' |
Convertible promissory note | ' | ' | ' | 150,000 | 11,250 | ' | 41,250 | ' | ' | 3,125 | 17,708 | ' | ' | ' | ' | ' |
Convertible notes payable, interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | 10.00% | ' | ' |
Debt instrument, maturity date | ' | ' | ' | 9-May-14 | ' | ' | ' | ' | 30-Jul-14 | ' | ' | 11-Dec-13 | ' | 11-Dec-13 | ' | ' |
Common stock per share | $0.06 | ' | ' | $0.50 | ' | ' | ' | ' | $0.50 | ' | ' | $0.40 | ' | $0.40 | ' | ' |
Principal unpaid on convertible note | ' | ' | ' | $25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Embedded beneficial conversion feature | ' | ' | ' | 90,000 | ' | ' | ' | ' | 25,000 | ' | ' | 6,250 | ' | ' | ' | ' |
Convertible notes face value | ' | ' | ' | 150,000 | ' | ' | ' | ' | 25,000 | ' | ' | 25,000 | ' | ' | ' | ' |
Carrying value of convertible note | ' | ' | ' | ' | 146,250 | 135,000 | ' | ' | ' | 20,833 | 17,708 | ' | ' | ' | ' | ' |
Number of common stock issued on conversion of convetible notes payable | ' | ' | ' | ' | ' | ' | ' | 62,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, converted, convertible notes payable amount | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of convetible notes payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 |
Gain on settlement of debt | $3,344 | ' | $22,887 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,117 | ' | $1,227 | $11,820 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
President [Member] | President [Member] | Vice President [Member] | Vice President [Member] | President And Vice President [Member] | President And Vice President [Member] | |
Unsecured loan obligations to related parties | $450,043 | $404,193 | $661,297 | $576,055 | ' | ' |
Management fees paid to President and Vice President | ' | ' | ' | ' | 75,000 | 75,000 |
Stock based compensation and management fees | ' | ' | ' | ' | $332,731 | $0 |
Common_Stock_Details_Narrative
Common Stock (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2012 | Feb. 18, 2014 | Feb. 18, 2014 | Feb. 18, 2014 | |
Issuance Of Common Stock With Fair Value One [Member] | Issuance Of Common Stock With Fair Value Two [Member] | Issuance Of Common Stock With Fair Value Three [Member] | ||||
Common stock shares issued for consulting agreement | 100,000 | ' | ' | 30,000 | 500,000 | 200,000 |
Common stock shares issued value for consulting agreement | $18,000 | ' | ' | $6,900 | $110,000 | $38,280 |
Consulting fees for services | ' | 22,904 | 0 | ' | ' | ' |
Deferred compensation (Note 6) | ' | 87,096 | ' | ' | ' | ' |
Stock issued, price of share | ' | $0.06 | ' | ' | $0.22 | ' |
Share subscriptions received | ' | $5,000 | ' | ' | ' | ' |
Common stock subscription shares | ' | 83,334 | ' | ' | ' | ' |
Share_Purchase_Warrants_Schedu
Share Purchase Warrants - Schedule of Continuity of Share Purchase Warrants (Details) (Warrant [Member], USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Warrant [Member] | ' | ' |
Number of warrants, Beginning balance | 3,056,500 | 3,056,500 |
Number of warrants, Ending balance | 3,056,500 | 3,056,500 |
Weighted average exercise price of warrants, Beginning balance | $0.53 | $0.53 |
Weighted average exercise price of warrants, Ending balance | $0.53 | $0.53 |
Share_Purchase_Warrants_Schedu1
Share Purchase Warrants - Schedule of Share Purchase Warrants Outstanding (Details) | Mar. 31, 2014 | Jan. 06, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
Expiry Date January 6, 2015 [Member] | Expiry Date February 10, 2015 [Member] | Expiry Date July 15, 2015 [Member] | Expiry Date October 15, 2015 [Member] | |||
Number of warrants outstanding | 3,056,500 | ' | 2,398,000 | 310,000 | 286,000 | 62,500 |
Warrants, Exercise price | ' | 0.5 | 0.5 | 0.5 | 0.75 | 0.65 |
Warrants, Expiration date | ' | ' | 6-Jan-15 | 10-Feb-15 | 15-Jul-15 | 15-Oct-15 |
Stock_Options_Details_Narrativ
Stock Options (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||
Feb. 25, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | 30-May-12 | 30-May-12 | |
Management Fees [Member] | Consulting Fees [Member] | Minimum [Member] | Maximum [Member] | ||||
Number of stock options granted | 1,550,000 | 3,750,000 | ' | ' | ' | ' | ' |
Exercise price of stock option | ' | $0.19 | $0.90 | ' | ' | $0.19 | $0.90 |
Incremental compensation cost | ' | $97,240 | ' | ' | ' | ' | ' |
Stock based compensation granted | ' | $453,664 | $0 | $332,731 | $120,933 | ' | ' |
Weighted average fair value stock options granted | ' | $0.12 | ' | ' | ' | ' | ' |
Weighted average remaining contractual life (years) | ' | '1 year 2 months 12 days | ' | ' | ' | ' | ' |
Stock_Options_Schedule_of_Stoc
Stock Options - Schedule of Stock Options Activity (Details) (USD $) | 0 Months Ended | 3 Months Ended | |
Feb. 25, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ' |
Number of options, Outstanding, Beginning balance | ' | 5,050,000 | ' |
Number of options granted | 1,550,000 | 3,750,000 | ' |
Number of options forfeited | ' | -3,500,000 | ' |
Number of options, Outstanding, Ending balance | ' | 5,300,000 | ' |
Weighted average exercise price, Outstanding, Beginning balance | ' | $0.90 | ' |
Weighted average exercise price granted | ' | $0.19 | $0.90 |
Weighted average exercise price forfeited | ' | $0.90 | ' |
Weighted average exercise price, Outstanding, Ending balance | ' | $0.19 | ' |
Stock_Options_Schedule_of_Addi
Stock Options - Schedule of Additional Information Regarding Stock Options Outstanding (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Range of exercise prices | $0.19 |
Outstanding, Number of shares | 5,300,000 |
Outstanding, Weighted average remaining contractual life (years) | '1 year 2 months 12 days |
Outstanding, Weighted average exercise price | $0.19 |
Options_Pricing_Model_Details
Options Pricing Model (Details) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' |
Risk-free Interest rate | 11.00% | ' |
Expected life (in years) | '1 year 3 months 18 days | ' |
Expected volatility | 162.00% | ' |
Commitments_Details_Narrative
Commitments (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 61 Months Ended | 0 Months Ended | |||||||||||||
Nov. 19, 2013 | Oct. 17, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Feb. 11, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Nov. 19, 2013 | Nov. 19, 2013 | Nov. 19, 2013 | Nov. 19, 2013 | Nov. 19, 2013 | Nov. 01, 2011 | Nov. 01, 2011 | |
Cdn$ [Member] | First $1,000,000 in Gross Proceeds of Financing [Member] | Next $1,000,000 in Gross Proceeds of Financing [Member] | Next $2,000,000 in Gross Proceeds of Financing [Member] | Gross Proceeds of Financing All Sum Received Above That [Member] | Finder Investor One [Member] | Finder Investor Two [Member] | Finder Investor Two [Member] | Finder Investor Two [Member] | Finder Investor Three [Member] | President [Member] | Vice President [Member] | ||||||
Minimum [Member] | Maximum [Member] | ||||||||||||||||
Obligations for payment for rent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12,500 | $12,500 |
Consulting services agreement period | '1 year | '6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting service amount | 45,000 | 4,000 | 20,013 | 34,815 | 680,277 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for agreement | 225,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of consulting fee by common stock based on workload | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of stock issued | 49,500 | ' | ' | ' | 4,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of equity investment fund pay to finder investor | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 7.50% | ' | ' | 5.00% | ' | ' |
Proceeds from finder investor | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | 1,000,001 | 2,000,000 | 2,000,000 | ' | ' |
Percentage of debt investment fund pay to finder investor | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 3.75% | ' | ' | 2.50% | ' | ' |
Proceeds from debt investments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | 1,000,001 | 2,000,000 | 2,000,000 | ' | ' |
Consultant fee, percentage of gross proceeds of financing | ' | ' | ' | ' | ' | ' | 8.00% | 6.50% | 5.50% | 4.50% | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds from financing of consulting services | ' | ' | ' | ' | ' | ' | 1,000,000 | 1,000,000 | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Operating costs, annual basic rent payment | ' | ' | ' | ' | ' | $16,248 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_Schedule_of_Minimu
Commitments - Schedule of Minimum Lease Payments Over Remaining Term of Lease (Details) (Cdn$ [Member], USD $) | Mar. 31, 2014 |
Cdn$ [Member] | ' |
2014 | $12,186 |
2015 | 16,248 |
2016 | 16,248 |
2017 | 2,031 |
Total | $46,713 |
Subsequent_Event_Details_Narra
Subsequent Event (Details Narrative) (USD $) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Apr. 08, 2014 | |
Subsequent Event [Member] | |||
President And Vice President [Member] | |||
Stock issued for settlement of outstanding management fees, shares | ' | ' | 5,500,000 |
Decrease in stock options exercise price, per share | $0.19 | $0.90 | $0.12 |
Stock issued for settlement of outstanding management fees | ' | ' | $660,000 |