[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Large Accelerated Filer
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[ ]
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Accelerated Filer
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[ ]
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Non-accelerated Filer
(Do not check if smaller reporting company)
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[ ]
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Smaller Reporting Company
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[X]
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Page
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3
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Consolidated Financial Statements.
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3
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Consolidated Financial Statements:
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|||
Consolidated Balance Sheets (unaudited)
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F-1
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Consolidated Statements of Operations (unaudited)
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F-2
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Consolidated Statements of Cash Flows (unaudited)
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F-3
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Consolidated Notes to the Financial Statements (unaudited)
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F-4
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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4 – 7
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Quantitative and Qualitative Disclosures About Market Risk.
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8
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Controls and Procedures.
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8
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8
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Legal Proceedings.
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8
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Risk Factors.
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8
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Unregistered Sales of Equity Securities and Use of Proceeds.
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8
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Item 3
.
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Defaults Upon Senior Securities.
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9
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Mine Safety Disclosures.
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9
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Other Information.
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9
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Exhibits.
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10
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11
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12
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Consolidated Balance Sheets (unaudited)
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F–1
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Consolidated Statements of Operations (unaudited)
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F–2
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Consolidated Statements of Cash Flows (unaudited)
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F–3
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Notes to the Consolidated Financial Statements (unaudited)
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F–4
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June 30,
2016
$
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December 31,
2015
$
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|||||||
(unaudited)
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||||||||
ASSETS
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||||||||
Cash
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138,411
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388,183
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||||||
Accounts receivable
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125,769
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407,231
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||||||
Accounts receivable – related party
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199,444
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5,000
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||||||
Prepaid expenses
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158,070
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2,309
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||||||
Inventory
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210,799
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93,584
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||||||
Prepaid inventory
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–
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297,305
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||||||
Total Current Assets
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832,493
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1,193,612
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||||||
Intangible assets, net
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176,522
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247,654
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||||||
Total Assets
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1,009,015
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1,441,266
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||||||
LIABILITIES
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||||||||
Current Liabilities
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||||||||
Accounts payable and accrued liabilities
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537,741
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557,589
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||||||
Accounts payable – related party
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15,201
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245,270
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||||||
Deferred revenue
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146,250
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–
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||||||
Derivative liabilities
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91,784
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491,249
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||||||
Loans payable
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120,000
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139,491
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||||||
Due to related parties
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114,258
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48,148
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||||||
Liability for shares issuable – related party
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845,259
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831,233
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||||||
Convertible debentures
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308,258
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488,258
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||||||
Total Current Liabilities
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2,178,751
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2,801,238
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||||||
Loan payable - related party
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75,000
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75,000
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||||||
Total Liabilities
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2,253,751
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2,876,238
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||||||
STOCKHOLDERS' DEFICIT
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||||||||
Preferred Stock
Authorized: 500,000,000 preferred shares with a par value of $0.001 per share
Issued and outstanding: 1,000,000 preferred shares
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1,000
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1,000
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||||||
Common Stock
Authorized: 750,000,000 common shares with a par value of $0.001 per share
Issued and outstanding: 91,943,278 and 59,311,165 common shares, respectively
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91,943
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59,311
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||||||
Additional paid-in capital
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2,348,841
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1,459,090
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||||||
Accumulated deficit
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(3,686,520
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)
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(2,954,373
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)
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||||
Total Stockholders' Deficit
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(1,244,736
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)
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(1,434,972
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)
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||||
Total Liabilities and Stockholders' Deficit
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1,009,015
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1,441,266
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Three months ended
June 30, 2016
$
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Three months ended
June 30, 2015
$
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Six months ended
June 30, 2016
$
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Six months ended
June 30, 2015
$
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|||||||||||||
Revenue of goods
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450,134
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33,304
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1,753,424
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50,990
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||||||||||||
Revenue of goods – related party
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–
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10,000
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–
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10,000
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||||||||||||
Revenue of services
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–
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–
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–
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23,862
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||||||||||||
Revenue of services – related party
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117,450
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139,600
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236,944
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424,600
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||||||||||||
Cost of goods sold
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(307,281
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)
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(6,161
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)
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(799,230
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)
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(10,894
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)
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||||||||
Cost of goods sold – related party
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–
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(2,700
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)
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–
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(2,700
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)
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||||||||||
Cost of services – related party
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–
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(21,500
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)
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–
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(121,500
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)
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||||||||||
Gross Margin
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260,303
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152,543
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1,191,138
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374,358
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||||||||||||
Operating Expenses
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||||||||||||||||
Amortization
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36,690
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36,689
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73,379
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72,975
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||||||||||||
Consulting
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94,735
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39,499
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1,044,576
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57,139
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||||||||||||
General and administrative
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246,855
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75,039
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771,924
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188,358
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||||||||||||
Payroll
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69,046
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66,147
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256,485
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133,499
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||||||||||||
Professional fees
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55,244
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21,394
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106,537
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63,541
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||||||||||||
Research and development
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2,600
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–
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2,600
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–
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||||||||||||
Total Operating Expenses
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505,170
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238,768
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2,255,501
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515,512
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||||||||||||
Loss Before Other Income (Expense)
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(244,867
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)
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(86,225
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)
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(1,064,363
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)
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(141,154
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)
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||||||||
Other Income (Expense)
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||||||||||||||||
Gain (loss) on change in fair value of derivative liabilities
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48,479
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(385,851
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)
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399,465
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(278,562
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)
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||||||||||
Gain on forgiveness of debt
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–
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–
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–
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3,061
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||||||||||||
Interest expense
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(25,027
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)
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(309,870
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)
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(53,223
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)
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(542,440
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)
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||||||||
Make whole income (expense)
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375,118
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188,601
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(14,026
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)
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239,683
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|||||||||||
Total Other Income (Expense)
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398,570
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(507,120
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)
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332,216
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(578,258
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)
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||||||||||
Net Income (Loss)
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153,703
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(593,345
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)
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(732,147
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)
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(719,412
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)
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|||||||||
Net Income (Loss) per Share – Basic and Diluted
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0.00
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(0.02
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)
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(0.01
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)
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(0.02
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)
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|||||||||
Weighted Average Shares Outstanding – Basic
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89,433,959
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34,429,794
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76,706,808
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31,410,029
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||||||||||||
Weighted Average Shares Outstanding –Diluted
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106,270,875
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34,429,794
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76,706,808
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31,410,029
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Six months ended
June 30,
2016
$
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Six months ended
June 30,
2015
$
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|||||||
Operating Activities
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||||||||
Net loss for the period
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(732,147
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)
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(719,412
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)
|
||||
Adjustments to reconcile net loss to net cash used in operating activities:
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||||||||
Amortization of discount on convertible debenture
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–
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271,460
|
||||||
Amortization of customer list
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73,379
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72,975
|
||||||
Amortization of deferred financing costs
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–
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1,703
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||||||
Change in fair value of make whole expense
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14,026
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–
|
||||||
Default penalty on convertible debenture
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–
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228,505
|
||||||
Gain on forgiveness of debt
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–
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(3,061
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)
|
|||||
Imputed interest
|
2,991
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2,976
|
||||||
Issuance of shares for consulting services
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59,311
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–
|
||||||
Issuance of shares for employee bonuses
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671,831
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–
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||||||
Issuance of shares for services
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188,250
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–
|
||||||
Liability for shares issuable – related party
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–
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(239,683
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)
|
|||||
Loss (gain) on change in fair value of derivative liabilities
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(399,465
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)
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278,562
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|||||
Changes in operating assets and liabilities:
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||||||||
Accounts receivable
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281,462
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(50,701
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)
|
|||||
Accounts receivable – related party
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(194,444
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)
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63,000
|
|||||
Prepaid expenses
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(155,761
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)
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–
|
|||||
Inventory
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(117,215
|
)
|
(2,605
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)
|
||||
Prepaid inventory
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297,305
|
–
|
||||||
Accounts payable and accrued liabilities
|
(19,848
|
)
|
22,534
|
|||||
Accounts payable – related party
|
(230,069
|
)
|
(7,490
|
)
|
||||
Deferred revenue
|
146,250
|
–
|
||||||
Due to related parties
|
66,110
|
(54,291
|
)
|
|||||
Net cash used in operating activities
|
(48,034
|
)
|
(135,528
|
)
|
||||
Investing Activities
|
||||||||
Acquisition of intangible assets
|
(2,247
|
)
|
–
|
|||||
Net cash used in investing activities
|
(2,247
|
)
|
–
|
|||||
Financing Activities
|
||||||||
Repayments of loans payable
|
(19,491
|
)
|
–
|
|||||
Repayments of convertible debentures
|
(180,000
|
)
|
–
|
|||||
Net cash used in financing activities
|
(199,491
|
)
|
–
|
|||||
Decrease in cash
|
(249,772
|
)
|
(135,528
|
)
|
||||
Cash, beginning of period
|
388,183
|
189,104
|
||||||
Cash, end of period
|
138,411
|
53,576
|
||||||
Non-cash transactions
|
||||||||
Common shares issued for convertible notes and accrued interest
|
–
|
123,230
|
||||||
Reclassification of derivative liability to APIC
|
–
|
117,520
|
||||||
Supplemental Disclosures
|
||||||||
Interest paid
|
–
|
–
|
||||||
Income tax paid
|
–
|
–
|
2. | Summary of Significant Accounting Policies |
a) | Basis of Presentation and Principles of Consolidation |
Level 1
$
|
Level 2
$
|
Level 3
$
|
Total gains
and (losses)
|
|||||||||||||
Cash
|
138,411
|
–
|
–
|
–
|
||||||||||||
Liability for shares issuable – related party
|
(845,259
|
)
|
–
|
–
|
(14,026
|
)
|
||||||||||
Derivative liabilities
|
–
|
–
|
(91,784
|
)
|
399,465
|
|||||||||||
Total
|
(706,848
|
)
|
–
|
(91,784
|
)
|
385,439
|
Level 1
$
|
Level 2
$
|
Level 3
$
|
Total gains
and (losses)
|
|||||||||||||
Cash
|
388,183
|
–
|
–
|
–
|
||||||||||||
Liabilities for shares issuable – related party
|
(831,233
|
)
|
–
|
–
|
(318,132
|
)
|
||||||||||
Derivative liabilities
|
–
|
–
|
(491,249
|
)
|
(341,192
|
)
|
||||||||||
Total
|
(443,050
|
)
|
–
|
(491,249
|
)
|
(659,324
|
)
|
3.
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Convertible Debenture
|
a)
|
On June 20, 2014, the Company entered into a consulting agreement for consulting services. Pursuant to the agreement, the Company is to pay the consultant a commencement fee of $250,000. On June 23, 2014, the Company issued a $250,000 convertible note which is unsecured, non-bearing interest and due on June 22, 2015. The note is convertible into shares of common stock 180 days after the date of issuance (December 17, 2014) at a conversion rate of 90% of the lowest closing bid prices of the Company's common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at June 30, 2016, accrued interest of $70,159 (December 31, 2015 - $36,416) has been recorded in accounts payable and accrued liabilities.
|
b)
|
On June 23, 2014, the Company issued a $50,000 convertible note which is unsecured, bears interest at 8% per annum and due on June 22, 2015. The Company received $49,400, net of issuance fee of $600. The note is convertible into shares of common stock 180 days after the date of issuance (December 20, 2014) at a conversion rate of 60% of the lowest closing bid prices of the Company's common stock for the five trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at June 30, 2016, accrued interest of $13,661 (December 31, 2015 - $10,267) has been recorded in accounts payable and accrued liabilities.
|
c)
|
On June 25, 2014, the Company issued a $50,000 convertible note which is unsecured, bears interest at 8% per annum and due on June 24, 2015. The Company received $49,400, net of issuance fee of $600. The note is convertible into shares of common stock 180 days after the date of issuance (December 22, 2014) at a conversion rate of 60% of the lowest closing bid prices of the Company's common stock for the five trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at June 30, 2016, accrued interest of $20,985 (December 31, 2015 - $13,854) has been recorded in accounts payable and accrued liabilities.
|
4.
|
Derivative Liabilities
|
·
|
The range of stock prices for the valuation of the derivative instruments at June 30, 2016 ranged from $0.0221 to $0.0285 per share of common stock.
|
·
|
The debtholder would redeem (with penalties of 0% to 50% depending on the date and full-partial redemption) based on availability of alternative financing of 70%, 80%, and 90%.
|
·
|
The debtholder would automatically convert note at maturity if the registration was effective and the Company is not in default.
|
·
|
The projected annual volatility for each valuation period based on the historic volatility of the Company 410% - 469%
|
·
|
Capital raising events of $100,000 would occur in each quarter at 75% of market generating dilutive reset events at prices below $0.014 (rounded) for the convertible debentures.
|
|
$ | |||
Balance, December 31, 2015
|
491,249
|
|||
Gain in change in fair value of the derivative
|
(399,465
|
)
|
||
Balance, June 30, 2016
|
91,784
|
a)
|
As at June 30, 2016, the Company was owed $199,444 (December 31, 2015 - $5,000) from sales revenue from a significant shareholder which is non-interest bearing, unsecured, and due on demand. This amount has been included in accounts receivable – related party.
|
b)
|
As at June 30, 2016, the Company owed $58,237 (December 31, 2015 - $25,150) to the President of the Company, which is non-interest bearing, unsecured, and due on demand.
|
c)
|
As at June 30, 2016, the Company owed $56,021 (December 31, 2015 - $22,998) to the Chief Financial Officer of the Company, which is non-interest bearing, unsecured, and due on demand.
|
d)
|
As at June 30, 2016, the Company recorded a liability for shares issuable of $845,259 (December 31, 2015 - $831,233) relating to 38,247,015 common shares to be issued to a significant shareholder pursuant to the acquisition agreement for the intangible assets. During the period ended June 30, 2016, the Company recorded $14,026 (December 31, 2015 – loss of $318,132) as a gain in the fair value of the shares issuable to the significant shareholder.
|
e)
|
As at June 30, 2016, the Company owed $75,000 (December 31, 2015 - $75,000) to a significant shareholder for a loan payable. The loan is unsecured, non-interest bearing, and due on July 25, 2017.
|
f)
|
During the period ended June 30, 2016, the Company generated revenues of $236,944 (December 31, 2015 - $837,100) from a significant shareholder.
|
g)
|
During the period ended June 30, 2016, the Company incurred payroll expense of $256,485 (December 31, 2015 - $267,495) to management and officers of the Company.
|
h)
|
During the period ended June 30, 2016, the Company incurred bonuses on sales of stealth cards of $144,513 (December 31, 2015 - $nil) to management and officers of the Company which has been included in cost of sales. Bonuses accrue on total gross sales at a rate of 5% each to the Chief Executive Officer and the Chief Financial Officer of the Company.
|
i)
|
During the period ended June 30, 2016, the Company issued 23,166,555 (December 31, 2015 - nil) common shares with a fair value of $671,830 (December 31, 2015 - $nil) to management and officers of the Company which has been included in consulting expenses.
|
j)
|
During the period ended June 30, 2016, the Company incurred engineering expense of $nil (December 31, 2015 - $132,550) to company owned by the mother of the President of the Company, which was included in cost of goods sold. As at June 30, 2016, the Company owed $15,201 (December 31, 2015 - $245,270) to the company owned by the mother of the President of the Company, which is non-interest bearing, unsecured, and due on demand. The amount owing has been recorded as accounts payable – related party.
|
a)
|
On July 25, 2014, the Company entered into a loan agreement with a related party for a loan of $175,000. Under the terms of the note, the amount is unsecured, non-interest bearing, and due on July 25, 2017. The unpaid principal is to be repaid in installments defined as the collected sum of 10% of the unadjusted gross sales revenue (net of returns and chargebacks) with the installments to begin once the Company has received the gross proceeds of $175,000. As at June 30, 2016, the Company had received loan proceeds of $75,000 (December 31, 2015 - $75,000). During the period ended June 30, 2016, the Company recorded imputed interest of $2,991 (December 31, 2015 - $6,000).
|
b)
|
At June 30, 2016, the Company owes $nil (December 31, 2015 - $19,491) pursuant to a future receivable sales agreement with a non-related party. Under the terms of the agreement, the amount is secured by $73,639 of the Company's accounts receivable, bears interest at 30%, and due in installments of $792 payable on each business day.
|
c)
|
At June 30, 2016, the Company owes $120,000 (December 31, 2015 - $120,000) in a note payable to a non-related party. Under the terms of the note, the amount is unsecured, bears interest at 10% per annum, and due on demand.
|
a)
|
On January 1, 2016, the Company issued 500,000 common shares with a fair value of $14,250 to unrelated parties for consulting services.
|
b)
|
On January 8, 2016, the Company issued 3,000,000 common shares with a fair value of $87,000 to unrelated parties for consulting services.
|
c)
|
On March 26, 2016, the Company issued 13,166,555 common shares with a fair value of $381,830 to the President of the Company for employee bonuses.
|
d)
|
On March 26, 2016, the Company issued 10,000,000 common shares with a fair value of $290,000 to the Chief Financial Officer of the Company for employee bonuses.
|
e)
|
On March 26, 2016, the Company issued 3,000,000 common shares with a fair value of $87,000 to a non-related party for consulting services.
|
f)
|
On at June 16, 2016, the Company issued 2,965,558 common shares with a fair value of $59,311 to unrelated parties for consulting services.
|
a)
|
On February 16, 2015, the Company entered into a lease agreement for a six month term commencing on March 1, 2015. The Company will have three consecutive options to renew the lease for an additional six months each. Pursuant to the agreement the Company has agreed to pay monthly amounts of $1,092 plus applicable sales taxes and pay a deposit of $2,668 consisting of the first month's rent and a $1,500 security deposit.
|
b)
|
On December 22, 2015, the Company was served notice by an individual claiming that he had received electronic emails recommending the purchase of the Company's common stock. The plantiff claims that during the period of December 3, 2012 to December 7, 2012, he had received eighteen unsolicited electronic mails in regards to the purchase of the Company's common stock and is seeking damages of $1,000 for each electronic mail he has received, plus $1,700 in attorney fees for a total claim of $19,700. Per the plaintiff's claim, he has served notice to the Company since 2013. However, the Company asserts that they have not received any notices in regards to these claims until December of 2015. The plaintiff presented his case in court on February 19, 2016 and the court ruled in favor of the plaintiff for the full amount of $19,700. As at June 30, 2016, the Company accrued the expense as other loss and has included the liability in accounts payables and accrued liabilities.
|
c)
|
On February 2, 2016, the Company and three debt holders entered into a settlement agreement, where the Company agrees to pay $30,000 to the debt holders on or before the third day of each subsequent month until the entire balance is repaid by the Company. Refer to Note 3(a), (b), and (c).
|
d)
|
On February 1, 2016, the Company received notice that a third party was seeking compensation for damages as a result of false advertisements made by the Company in regards to the Company's stealth cards. The plaintiff is a manufacturer and distributor of radio frequency identification (RFID) chip protection cards which are in competition with the Company's stealth cards. The Company has filed an answer to the plaintiff's complaint, with denials and affirmative defenses, and is unable to estimate the likelihood of any outcome as at June 30, 2016.
|
e)
|
On February 22, 2016, the Company received notice that a consultant was seeking compensation for breach of agreement. Pursuant to the agreement, the parties agreed to equally split any net profits generated from the sale of Stealth cards made by the consultant. The Company asserts that historical sales generated from the sale of the Stealth Cards were not as a result of the consultant's services, and therefore the Company should not be liable for any compensation due to the consultant. The Company has filed a motion to dismiss, and is awaiting the hearing.
|
|
June 30, 2016
$
|
December 31, 2015
$
|
Current Assets
|
832,493
|
1,193,612
|
Current Liabilities
|
2,178,751
|
2,801,238
|
Working Capital (Deficit)
|
(1,346,258)
|
(1,607,626)
|
|
June 30, 2016
$
|
June 30, 2015
$
|
Cash Flows used in Operating Activities
|
(48,034)
|
(135,528)
|
Cash Flows used in Investing Activities
|
(2,247)
|
Nil
|
Cash Flows provided from Financing Activities
|
(199,491)
|
Nil
|
Net Decrease in Cash During Period
|
(249,772)
|
(135,528)
|
ITEM 4. | CONTROLS AND PROCEDURES. |
-
|
Insufficient number of qualified accounting personnel governing the financial close and reporting process
|
-
|
Lack of proper segregation of duties
|
a)
|
Effective June 16, 2016, the Company issued 2,965,558 common shares with a fair value of $59,311 to unrelated parties for consulting services.
|
a)
|
Effective June 16, 2016, the Company issued 2,965,558 common shares with a fair value of $59,311 to unrelated parties for consulting services.
|
STEALTH TECHNOLOGIES, INC.
(formerly, Excelsis Investments, Inc.)
|
||
BY:
|
BRIAN McFADDEN
|
|
Brian McFadden
|
||
President, Principal Executive Officer and Director
|
||
BY:
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MICHELLE PANNONI
|
|
Michelle Pannoni
|
||
Principal Financial Officer, Principal Accounting Officer and Treasurer
|
(a) | For the 24-month period commencing on the date of this Agreement (the "Effective Date"), the Consultant shall provide the Company with such regular and customary advice regarding financial, management, political and regulatory matters and potential strategic relationships and alliances as is reasonably requested by the Company, provided that the Consultant shall not be required to undertake duties not reasonably within the scope of the advisory services contemplated by this Agreement. It is understood and acknowledged by the Parties that the value of the Consultant's advice is not readily quantifiable, and that the Consultant shall be obligated to render advice upon the request of the Company, in good faith, but shall not be obligated to spend any specific amount of time in so doing. The Consultant's duties may include, but will not necessarily be limited to, providing recommendations concerning the following matters: |
March 17, 2016
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Initial
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BPM
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Page 1
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(v) | Capital raise, introductions to investment bankers and funds; |
(vi) | Investor Relations including marketing materials and conferences; |
(vii) | Services may include assisting and advising the Company with Due Diligence and Document preparation requirements; |
(viii) | Capital and Shareholder structure; |
(ix) | And any other related materials to ensure regulatory compliancy as may be required from time to time. |
a. | 2.5 percent upon execution of this Agreement; |
b. | 2.5 percent upon the effective of the registration statement to be filed by the Company to issue the shares; |
c. | 2.5 percent ninety days after the effectiveness of the registration statement. |
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Initial
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Page 2
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March 17, 2016
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Initial
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a. | Consultant has all requisite power and authority to enter into this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Consultant and constitutes a legal, valid and binding agreement of Consultant, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws). |
b. | The Consultant acknowledges and represents that it is experienced in evaluating and investing in speculative, high risk and start-up companies and companies similar to the Company. The Consultant acknowledges and represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of financial transactions. |
March 17, 2016
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Initial
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Page 4
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March 17, 2016
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(a) | The benefits of this Agreement shall inure to the parties hereto, their respective successors and assigns and to the indemnified parties hereunder and their respective successors and assigns and representatives, and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns. |
(b) | Each of the Company and Consultant (and, to the extent permitted by law, on behalf of their respective equity holders and creditors) hereby knowingly, voluntarily and irrevocably waives any right it may have to a trial by jury in respect of any claim based upon, arising out of or in connection with this Agreement and the transactions contemplated hereby. Each of the Company and Consultant hereby certify that no representative or agent of the other party has represented expressly or otherwise that such party would not seek to enforce the provisions of this waiver. Further, each of the Company and Consultant acknowledges that each party has been induced to enter this Agreement by, inter alia, the provisions of this Section. |
(c) | If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provisions hereof shall be unimpaired and shall remain in full force and effect and (ii) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision. |
(d) | This Agreement embodies the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements and understanding relating to the matters provided for herein. No alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless the same is set forth in writing signed by a duly authorized representative of each party. |
(e) | This Agreement does not create, and shall not be construed as creating, rights enforceable by any person or entity not a party hereto, except those entitled thereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that with respect to the services to be rendered by Consultant, Consultant is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or creditors of the Company or any other person by |
March 17, 2016
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Initial
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BPM
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Page 6
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March 17, 2016
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Page 7
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By:
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JEFF CHARTIER
|
||
Name:
|
Jeff Chartier
|
||
Title:
|
President
|
By:
|
BRIAN McFADDEN
|
||
Name:
|
Brian McFadden
|
||
Title:
|
CEO/President
|
March 17, 2016
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Initial
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BPM
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Page 8
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(a) | For the 24-month period commencing on the date of this Agreement (the "Effective Date")., the Consultant shall provide the Company with such regular and customary advice regarding financial, management, political and regulatory matters and potential strategic relationships and alliances as is reasonably requested by the Company, provided that the Consultant shall not be required to undertake duties not reasonably within the scope of the advisory services contemplated by this Agreement. It is understood and acknowledged by the Parties that the value of the Consultant's advice is not readily quantifiable, and that the Consultant shall be obligated to render advice upon the request of the Company, in good faith. but shall not be obligated to spend any specific amount of time in so doing. The Consultant's duties may include, but will not necessarily be limited to, providing recommendations concerning the following matters: |
March 17, 2016
|
Initial
|
BPM
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Page 1
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(v) | Capital raise, introductions to investment bankers and funds; |
(vi) | Investor Relations including marketing materials and conferences; |
(vii) | Services may include assisting and advising the Company with Due Diligence and Document preparation requirements; |
(viii) | Capital and Shareholder structure; |
(ix) | And any other related materials to ensure regulatory compliancy as may be required from time to time. |
a. | 2.5 percent upon execution of this Agreement; |
b. | 2.5 percent upon the effective of the registration statement to be filed by the Company to issue the shares; |
c. | 2.5 percent ninety days after the effectiveness of the registration statement. |
March 17, 2016
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Initial
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BPM
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Page 2
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a. | This Agreement can be terminated by either party on thirty (30) days written notice without cause |
March 17, 2016
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Initial
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BPM
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Page 3
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a. | Consultant has all requisite power and authority to enter into this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Consultant and constitutes a legal, valid and binding agreement of Consultant, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws). |
b. | The Consultant acknowledges and represents that it is experienced in evaluating and investing in speculative, high risk and start-up companies and companies similar to the Company. The Consultant acknowledges and represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of financial transactions. |
March 17, 2016
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Initial
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BPM
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Page 4
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March 17, 2016
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Initial
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BPM
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(a) | The benefits of this Agreement shall inure to the parties hereto, their respective successors and assigns and to the indemnified parties hereunder and their respective successors and assigns and representatives, and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns. |
(b) | Each of the Company and Consultant (and, to the extent permitted by law, on behalf of their respective equity holders and creditors) hereby knowingly, voluntarily and irrevocably waives any right it may have to a trial by jury in respect of any claim based upon, arising out of or in connection with this Agreement and the transactions contemplated hereby. Each of the Company and Consultant hereby certify that no representative or agent of the other party has represented expressly or otherwise that such party would not seek to enforce the provisions of this waiver. Further, each of the Company and Consultant acknowledges that each party has been induced to enter this Agreement by, inter alia, the provisions of this Section. |
(c) | If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provisions hereof shall he unimpaired and shall remain in full force and effect and (ii) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision. |
(d) | This Agreement embodies the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements and understanding relating to the matters provided for herein. No alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless the same is set forth in writing signed by a duly authorized representative of each party. |
(e) | This Agreement does not create, and shall not be construed as creating, rights enforceable by any person or entity not a party hereto, except those entitled thereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that with respect to the services to be rendered by Consultant, Consultant is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or creditors of the Company or any other person by |
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Initial
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Page 6
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March 17, 2016
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Initial
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BPM
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Page 7
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By:
|
STEPHANIE LEE
|
||
Name:
|
Stephanie Lee
|
||
Title:
|
President
|
By:
|
BRIAN McFADDEN
|
||
Name:
|
Brian McFadden
|
||
Title:
|
CEO/President
|
March 17, 2016
|
Initial
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BPM
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Page 8
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1. | I have reviewed this Form 10-Q for the period ending June 30, 2016 of Stealth Technologies, Inc. (formerly, Excelsis Investments Inc.) |
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. |
Date:
|
August 22, 2016
|
BRIAN McFADDEN
|
Brian McFadden
|
||
Principal Executive Officer
|
1. | I have reviewed this Form 10-Q for the period ending June 30, 2016 of Stealth Technologies, Inc. (formerly, Excelsis Investments Inc.) |
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. |
Date:
|
August 22, 2016
|
MICHELLE PANNONI
|
Michelle Pannoni
|
||
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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
BRIAN McFADDEN
|
|
Brian McFadden
|
|
Chief Executive 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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
MICHELLE PANNONI
|
|
Michelle Pannoni
|
|
Chief Financial Officer
|