| Stockholders' Equity Note Disclosure [Text Block] |
5. Capital Stock
a) Authorized share capital
500,000,000 shares of common stock with a par value of $0.001 per share and 500,000,000 shares of preferred stock with a par value of $0.001 per share.
b) Issued share capital
On January 2, 2013, a consultant of the Company exercised their option to acquire 1,000,000 shares of common stock of the Company at an exercise price of $0.03 per share. As consideration, the Company recorded a reduction of $30,000 in accrued interest due and payable to a Director and Officer of the Company.
On November 15, 2013, a consultant of the Company exercised their option to acquire 2,000,000 shares of common stock of the Company at an exercise price of $0.03 per share. As consideration, the Company recorded a reduction of $60,000 of accrued accounts payable to the consultant.
On May 21, 2014, four consultants of the Company exercised their option to acquire 1,550,000 shares of common stock of the Company at an exercise price of $0.03 per share. As consideration, the Company retired accounts payable of $135,000 and received a full release of any additional claim to debt.
c) Stock options
On January 1, 2013, the Company granted a consultant options to acquire 1,000,000 shares of its common stock at an exercise price of $0.03 per share for a term of five years. The stock based compensation expense recognized related to the grant of the options was $29,983. During the year ended December 31, 2013, these options were exercised in full.
On January 28, 2013, the Company granted the option to acquire 2,300,000 shares of common stock of the Company that vest as follow:
|
-
|
50,000 per month for ten consecutive months, commencing January 31, 2013 for a total of 500,000
|
|
-
|
200,000 on January 27, 2014
|
|
-
|
200,000 on January 27, 2015
|
|
-
|
200,000 in November 2014 subject to approval from the COO of the Company
|
|
-
|
200,000 in December 2015 subject to approval from the COO of the Company
|
|
-
|
300,000 subject to performance vesting criteria
|
The Company recognized compensation expense of $61,956 related to the options that vested during the year. The stock based compensation expense related to the unvested stock options to be recognized if the options vest is $29,979.
On March 26, 2013, the Company granted a consultant the options to acquire 500,000 shares of its common stock at an exercise price of $0.03 per share for a term of five years. The option does not vest until the consultant enters into a full-time employment or equivalent role with the Company. Therefore, no compensation expense related to these options has been recognized. The stock based compensation expense related to the unvested stock options to be recognized if the options vest is $17,489.
On April 1, 2013, the Company granted a consultant the option to acquire 1,250,000 shares of its common stock at an exercise price of $0.07 per share for a term of five years. The stock-based compensation expense related to the grant of this option was $43,706.
On April 9, 2013, the Company granted two consultants each the respective and individual option to acquire 1,000,000 shares (500,000 shares each) of its common stock at an exercise price of $0.03 per share for a term of five years. The option does not vest for either consultant until the individuals enter into a full-time employment or equivalent role with the Company. Therefore, no compensation expense related to these options has been recognized. The stock based compensation expense related to the unvested stock options to be recognized if the options vest is $19,987.
On May 1, 2013, the Company granted one consultant the option to acquire 2,000,000 shares of common stock of the Company at an exercise price of $0.03 per share for a period of five years. The stock based compensation expense recognized related to this option grant was $99,937. During the year ended December 31, 2013, these options were exercised in full.
On October 1, 2013, the Company granted the option to acquire 500,000 shares of common stock at an exercise price of $0.03 per share to a consultant of the Company. The option to acquire the shares of common stock vests as follows:
|
-
|
250,000 at the time of the grant
|
|
-
|
250,000 one year from the date of grant
|
The compensation expense recognized related to this option grant was $13,063. The compensation expense related to the unvested stock options to be recognized if the options vest is $1,866.
On February 7, 2014 the Company,
|
a)
|
granted the option to acquire 300,000 shares of common stock at an exercise price of $0.03 per share to a consultant of the Company. The option to acquire the shares of common stock vest as follows:
|
|
-
|
150,000 at the time of the grant
|
|
-
|
150,000 one year from the date of grant
|
The compensation expense recognized related to this option grant was $5,708. The compensation expense related to the unvested stock options to be recognized if the options vest is $3,262.
|
b)
|
granted the option to acquire 400,000 shares of common stock at an exercise price of $0.03 per share to a consultant of the Company. The option to acquire the shares of common stock vest as follows:
|
|
-
|
100,000 at the time of grant
|
|
-
|
Three respective performance conditions, each for the option to acquire 100,000 shares, with respect to sales and partnership arrangements for the Company's Health-e-Connect product.
|
|
|
-
|
The compensation expense recognized related to this option grant was $2,990. The compensation expense related to the unvested stock options to be recognized if the options vest is $8,970.
|
On April 1, 2014,
|
a)
|
the Company agreed to the following in exchange for amending the borrowing limit on its line of credit with the Chairman, increasing it from $4,000,000 to $5,500,000:
|
|
i.
|
granted the option to acquire 83,333,400 shares of common stock of the Company at a price of $0.03 per share for a term of five years,
|
|
ii.
|
modified the exercise price of the option to acquire 35,750,000 shares of common stock of the Company, granted June 2012, from $0.05 per share to $0.03 per share,
|
|
iii.
|
modified the exercise price of the option to acquire 14,250,000 shares of common stock of the Company, granted December 2012, from $0.05 per share to $0.03 per share,
|
|
iv.
|
modified the exercise price of the option granted January 2011 to the spouse of the Chairman, to acquire 20,000,000 shares of common stock of the Company from $0.05 per share to $0.03 per share, and
|
|
v.
|
granted the option to the spouse of the Chairman to acquire 26,666,700 shares of common stock of the Company at an exercise price of $0.03 per share for a term of five years.
|
The compensation expense recognized related to the option grants was $3,280,929. There was no additional compensation expense recognized as a result of the modification to the exercise price of the previously granted options.
|
b)
|
the Company reduced the exercise price of 3,200,000 stock options from $0.05 per share to $0.03 per share. There was no additional compensation expense recognized as a result of the modification to the exercise price of these previously granted options.
|
|
c)
|
the Company allowed 500,000 stock options, with an exercise price of $0.03 per share, to vest. The options were previously to vest if the optionee entered into a full-time employment or equivalent role with the Company. The compensation expense recognized related to this option grant was $19,987.
|
On April 18, 2014, the Company granted the following options:
|
a)
|
the option to acquire 1,500,000 shares of common stock at a price of $0.03 per share for a term of five years to a Director of the Company. The options vested on May 19, 2014 when the individual assumed the role as President of the Company. The compensation expense recognized related to the option grant was $37,263.
|
|
b)
|
the option to acquire 500,000 shares of common stock at a price of $0.03 per share for a term of five years to a consultant of the Company. Options vest as follow:
|
|
·
|
100,000 shares vest immediately
|
|
·
|
400,000 shares vest upon the completion of a partnership with a specified major multinational pharmaceutical company,
|
The compensation expense recognized related to this option grant was $2,484. The compensation expense related to the unvested stock options to be recognized if the options vest is $9,937.
On May 21, 2014, the Company:
|
a)
|
granted a consultant the option to acquire 500,000 shares of common stock at a price of $0.03 per share for a term of five years. Options vest as follow:
|
|
·
|
100,000 shares vest twelve months from the date of the grant
|
|
·
|
200,000 shares vest twenty four months from the date of the grant
|
|
·
|
200,000 shares vest thirty six months from the date of the grant
|
The compensation expense recognized related to this option grant was $1,989. The compensation expense related to the unvested stock options to be recognized if the options vest is $12,930.
|
b)
|
granted a consultant the option to acquire 100,000 shares of common stock at a price of $0.03 per share until June 27, 2017. This option to acquire 100,000 shares of common stock was exercised as part of a debt settlement agreement. The compensation expense recognized related to this option grant was $2,906.
|
|
c)
|
entered into agreements with three consultants to modify the exercise price of their collective options to acquire 1,450,000 shares of common stock from $0.07 to $0.03. The options to acquire 1,450,000 shares of common stock was exercised as part of a debt settlement agreement. There was no additional compensation expense recognized related to this option modification.
|
A summary of stock option activity is as follows:
|
|
|
Six Months Ended
|
|
|
Year Ended
|
|
|
|
|
June 30, 2014 (unaudited)
|
|
|
December 31, 2013
|
|
|
|
|
Number of
|
|
|
Weighted Average
|
|
|
Number of
|
|
|
Weighted Average
|
|
|
|
|
Options
|
|
|
Exercise Price
|
|
|
Options
|
|
|
Exercise Price
|
|
|
Outstanding, beginning of period
|
|
|
130,550,000
|
|
|
$
|
0.03
|
|
|
|
125,000,000
|
|
|
$
|
0.04
|
|
|
Granted
|
|
|
113,300,100
|
|
|
|
0.03
|
|
|
|
8,550,000
|
|
|
|
0.04
|
|
|
Exercised
|
|
|
(1,550,000
|
)
|
|
|
0.03
|
|
|
|
(3,000,000
|
)
|
|
|
(0.03
|
)
|
|
Cancelled
|
|
|
(100,000
|
)
|
|
|
0.07
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, end of period
|
|
|
242,200,100
|
|
|
$
|
0.03
|
|
|
|
130,550,000
|
|
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, end of period
|
|
|
237,300,100
|
|
|
$
|
0.03
|
|
|
|
127,800,000
|
|
|
$
|
0.04
|
|
The options outstanding at June 30, 2014 and December 31, 2013 were as follows:
|
|
|
June 30, 2014
|
|
|
December 31, 2013
|
|
|
|
|
|
Expiry Date
|
|
Options
|
|
|
Exercise
Price
|
|
|
Intrinsic
Value
|
|
|
Options
|
|
|
Exercise
Price
|
|
|
Intrinsic
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 7, 2015
|
|
|
20,000,000
|
|
|
$
|
0.03
|
|
|
|
-
|
|
|
|
20,000,000
|
|
|
$
|
0.05
|
|
|
|
-
|
|
|
June 30, 2015
|
|
|
1,200,000
|
|
|
$
|
0.25
|
|
|
|
-
|
|
|
|
1,200,000
|
|
|
$
|
0.25
|
|
|
|
-
|
|
|
March 6, 2016
|
|
|
35,750,000
|
|
|
$
|
0.03
|
|
|
|
-
|
|
|
|
35,750,000
|
|
|
$
|
0.05
|
|
|
|
-
|
|
|
May 4, 2016
|
|
|
1,000,000
|
|
|
$
|
0.05
|
|
|
|
-
|
|
|
|
1,000,000
|
|
|
$
|
0.05
|
|
|
|
-
|
|
|
May 23, 2016
|
|
|
100,000
|
|
|
$
|
0.03
|
|
|
|
-
|
|
|
|
100,000
|
|
|
$
|
0.05
|
|
|
|
-
|
|
|
May 27, 2017
|
|
|
400,000
|
|
|
$
|
0.03
|
|
|
|
-
|
|
|
|
700,000
|
|
|
$
|
0.05
|
|
|
|
-
|
|
|
May 31, 2017
|
|
|
500,000
|
|
|
$
|
0.25
|
|
|
|
-
|
|
|
|
500,000
|
|
|
$
|
0.05
|
|
|
|
-
|
|
|
August 16, 2017
|
|
|
500,000
|
|
|
$
|
0.03
|
|
|
|
-
|
|
|
|
500,000
|
|
|
$
|
0.05
|
|
|
|
-
|
|
|
December 28, 2017
|
|
|
14,250,000
|
|
|
$
|
0.03
|
|
|
|
-
|
|
|
|
14,250,000
|
|
|
$
|
0.05
|
|
|
|
-
|
|
|
December 28, 2017
|
|
|
51,000,000
|
|
|
$
|
0.03
|
|
|
|
-
|
|
|
|
51,000,000
|
|
|
$
|
0.03
|
|
|
|
-
|
|
|
January 28, 2018
|
|
|
2,300,000
|
|
|
$
|
0.03
|
|
|
|
-
|
|
|
|
2,300,000
|
|
|
$
|
0.05
|
|
|
|
-
|
|
|
March 26, 2018
|
|
|
500,000
|
|
|
$
|
0.03
|
|
|
|
-
|
|
|
|
500,000
|
|
|
$
|
0.03
|
|
|
|
-
|
|
|
April 1, 2018
|
|
|
-
|
|
|
$
|
0.07
|
|
|
|
-
|
|
|
|
1,250,000
|
|
|
$
|
0.07
|
|
|
|
-
|
|
|
April 9, 2018
|
|
|
1,000,000
|
|
|
$
|
0.03
|
|
|
|
-
|
|
|
|
1,000,000
|
|
|
$
|
0.03
|
|
|
|
-
|
|
|
October 1, 2018
|
|
|
500,000
|
|
|
$
|
0.03
|
|
|
|
-
|
|
|
|
500,000
|
|
|
$
|
0.03
|
|
|
|
-
|
|
|
February 7, 2019
|
|
|
700,000
|
|
|
$
|
0.03
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
April 1, 2019
|
|
|
110,000,100
|
|
|
$
|
0.03
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
April 18, 2019
|
|
|
2,000,000
|
|
|
$
|
0.03
|
|
|
|
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
May 21, 2021
|
|
|
500,000
|
|
|
$
|
0.03
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
Total
|
|
|
240,200,100
|
|
|
$
|
0.03
|
|
|
|
-
|
|
|
|
130,550,000
|
|
|
$
|
0.04
|
|
|
|
-
|
|
|
Weighted Average Remaining
Contractual Life
|
|
|
3.57
|
|
|
|
|
|
|
|
|
|
|
|
3.03
|
|
|
|
|
|
|
|
|
|
The Company uses the fair value method for determining stock-based compensation for all options granted during the fiscal periods. The fair value was determined using the Black-Scholes Option Pricing Model based on the following weighted average assumptions:
|
|
|
June 30, 2014
(unaudited)
|
|
|
December 31,
2013
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
|
2.52
|
%
|
|
|
2.52
|
%
|
|
Expected life
|
|
5 years
|
|
|
5 Years
|
|
|
Expected dividends
|
|
|
0
|
%
|
|
|
0
|
%
|
|
Expected volatility
|
|
|
245
|
%
|
|
|
299
|
%
|
|
Forfeiture rate
|
|
|
0
|
%
|
|
|
0
|
%
|
The weighted average fair value for the options granted during the six months ended June 30, 2014 was $0.02 (2013: $0.03).
The compensation cost of the stock options granted was allocated as follows:
|
|
|
Three months
ended
June 30,
2014
(unaudited)
|
|
|
Three months
ended
June 30,
2013
(unaudited)
|
|
|
Six months
ended
June 30,
2014
(unaudited)
|
|
|
Six months
ended
June 30,
2013
(unaudited)
|
|
|
Market development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrelated parties
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related parties
|
|
$
|
3,280,929
|
|
|
$
|
-
|
|
|
$
|
3,280,929
|
|
|
$
|
-
|
|
|
Product development fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrelated parties
|
|
$
|
15,315
|
|
|
$
|
1,499
|
|
|
$
|
16,148
|
|
|
$
|
2,998
|
|
|
Professional fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrelated parties
|
|
$
|
33,458
|
|
|
$
|
99,937
|
|
|
$
|
33,458
|
|
|
$
|
111,928
|
|
|
General and administrative:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrelated parties
|
|
$
|
41,073
|
|
|
$
|
5,996
|
|
|
$
|
41,073
|
|
|
$
|
57,963
|
|
|
|
|
$
|
3,370,775
|
|
|
$
|
107,431
|
|
|
$
|
3,371,608
|
|
|
$
|
172,889
|
|
|