Quarterly report pursuant to Section 13 or 15(d)

Note 13 - Subsequent Events

Note 13 - Subsequent Events

3 Months Ended

Sep. 30, 2017

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE

SUBSEQUENT EVENTS

Subsequent to the

three

months ended

September 30, 2017,

the following occurred:

(a)

November 16, 2017,

the Company entered into a debt agreement with JMJ Financial. A total of

$200,000

was received. The convertible debenture is due within

180

days and becomes payable

days after the license agreement (

not

(b)) is entered into and cash is received.

The note becomes convertible if the Company defaults on repayment on day

180.

The conversion price is the lesser of

$0.05

50%

of the lowest trade price in the

trading days previous to the conversion. The lender is limited to holding

more than

4.99%

of the issued and outstanding common stock at the time of conversion. After the expiration of

120

days following the delivery date of any consideration, the Company will have

right of prepayment without written consent of the lender.

In addition to the debt, the Company issued

2,000,000

share purchase warrants with an expiry date of

November 16, 2022.

The exercise price of the warrants will be the lessor of

$0.05

per share, the lowest trade price in the

days previous to exercise or the adjusted price.

At any time while the warrants are outstanding, any subsequent sale of shares of common stock, or any agreement whereby the holder

may

acquire common stock at an effective exercise price per share less than the warrant exercise price in effect, the exercise price of these warrants will automatically adjust to this new lower exercise price. Further, these warrants are cashless, and the number of shares received will be equivalent to the gain between the market price of shares at the time of exercise and the exercise price of warrant.

For any reason at the lender’s sole discretion, the lender

may

at any time prior to selling those warrant shares, rescind such exercise.

(b)

February 20, 2018,

the Company entered into an exclusive technology license agreement with an arms-length vendor. In exchange for perpetual access to the Company’s technological assets, the Company will receive and/or be entitled to receive:

(i)

Upfront fee of

$1,000,0000

(received) within

business days of the agreement;

(ii)

Royalties as follows:

(a)

10%

of net sales effective years

one

to three;

(b)

7.5%

of net sales effective years

–

and

(c)

of net sales effective years

–

10.

(c)

Up to the date of this report, the Company issued a total of

23,223,274

common shares to settle convertible debt with a value of

$509,370

held by the Company.