Nevada | 5045 |
(State or Other Jurisdiction of Organization) | (Primary Standard Industrial Classification Code) |
Corporation Trust Company of Nevada | |
6100 Neil Road, Suite 500 | |
Reno, Nevada 89511 | |
(416) 246 9997 | (775) 688-3061 |
(Address and telephone number of | (Name, address and telephone number of agent for service) |
Large Accelerated Filer | [ ] | Accelerated Filer | [ ] | |
Non-accelerated Filer(Do not check if a smaller reporting company) | [ ] | Smaller Reporting Company | [X] | |
Securities to be | Amount To Be | Offering Price | Aggregate | Registration Fee | Amount To Be | Offering Price | Aggregate | Registration Fee | ||||||
Registered | Registered | Per Share | Offering Price | [1] | Registered | Per Share | Offering Price | [1] | ||||||
Common Stock: | 50,000,000 | $ | 0.04 | $ | 2,000,000 | $ | 229.20 | 50,000,000 | $ | 0.04 | $ | 2,000,000 | $ | 257.60 |
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· | a registration statement has been declared effective and remains effective for the resale of the common stock subject to the Equity Line of Credit; |
· | our common stock has not been suspended from trading for a period of five consecutive trading days and we have not been notified of any pending or threatened proceeding or other action to delist or suspend our common stock; |
· |
no injunction has been issued and remains in force, and no action has been commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of our common stock; and we have not filed a petition in bankruptcy, either voluntarily or involuntarily, and there shall not have been commenced any proceedings under any bankruptcy or insolvency laws. |
· | Kodiak has purchased an aggregate of $2,000,000 of our common stock or |
· | we file or otherwise enter an order for relief in bankruptcy; or |
· | our common stock ceases to be registered under the Securities Exchange Act of 1934, as amended (the |
Shares of common stock offered by Kodiak: | Up to 50,000,000 shares of common stock, which when issued, would represent approximately |
Common stock to be outstanding after the | Up to |
Use of proceeds: | We will not receive any proceeds from the sale of the shares by Kodiak. However, we will receive proceeds from the Equity Line of Credit. See |
Risk factors: | You should carefully read and consider the information set forth under the caption |
OTC Bulletin Board Symbol: | KALO |
52 week average price $0.11 (19 Dec 2011-18 Dec 2012) | ||||||||
52 week average price $0.07 (10-10-2013 to 10-10-2014) | 52 week average price $0.07 (10-10-2013 to 10-10-2014) | Projection: Share price change v/s capital drawn from equity line of credit | ||||||
Stock price drop | Share Price | Discounted Price to Kodiak | Shares Required | Capital drawn from equity line of credit | Share Price | Discounted Price to Kodiak | Shares Required | Capital drawn from equity line of credit |
-25% | 0.083 | 0.066 | 30,303,030 | $2,000,000.00 | 0.0525 | 0.042 | 41,666,667 | $1,750,000.00 |
-50% | 0.055 | 0.044 | 45,454,545 | $2,000,000.00 | 0.035 | 0.028 | 62,500,000 | $1,750,000.00 |
-75% | 0.028 | 0.022 | 50,000,000 | $1,100,000.00 | 0.0175 | 0.014 | 125,000,000 | $1,750,000.00 |
As of | As of | As of | As of | |||||||
June 30, 2014 | December 31, 2013 | December 31, 2012 | December 31, 2011 | |||||||
(Unaudited) | (Audited) | (Audited) | (Audited) | |||||||
Balance Sheet | ||||||||||
Total Assets | $ | 1,082,887 | $ | 978,093 | $ | 1,402,779 | $ | 1,163,270 | ||
Total Liabilities | $ | 1,076,912 | $ | 1,274,581 | $ | 1,478,934 | $ | 2,056,815 | ||
Stockholders' Equity (Deficiency) | $ | 5,975 | $ | (296,488) | $ | (76,155) | $ | (893,545) | ||
For the | For the Year | For the Year | For the Year | |||||||
Three Months | Ended | Ended | Ended | |||||||
Ended June 30, 2014 | December 31, 2013 | December 31, 2012 | December 31, 2011 | |||||||
(Unaudited) | (Audited) | (Audited) | (Audited) | |||||||
Statements of Operations | ||||||||||
Revenue | $ | -0- | $ | -0- | $ | -0- | $ | -0- | ||
Total Expenses | $ | 432,173 | 1,603,283 | $ | 7,003,791 | $ | 5,337,700 | |||
Net Loss | $ | (432,173) | (1,603,283) | $ | (7,003,791) | $ | (5,337,700) |
As of | As of | As of | |||||
June 30, 2013 | December 31, 2012 | December 31, 2011 | |||||
(Unaudited) | (Audited) | (Audited) | |||||
Balance Sheet | |||||||
Total Assets | $ | 1,222,119 | $ | 1,480,999 | $ | 1,163,270 | |
Total Liabilities | $ | 1,516,031 | $ | 1,557,154 | $ | 2,056,815 | |
Stockholders’ Deficit | $ | (293,912) | $ | (76,155) | $ | (893,545) | |
For the Six Months | For the Year Ended | For the Year Ended | |||||
Ended June 30, 2013 | December 31, 2012 | December 31, 2011 | |||||
(Unaudited) | (Audited) | (Audited) | |||||
Income Statement | |||||||
Revenue | $ | 0 | $ | 0 | $ | 0 | |
Total Expenses | $ | 1,027,757 | $ | 7,003,791 | $ | 5,337,700 | |
Net Loss | $ | (1,027,757) | $ | (7,003,791) | $ | (5,337,700) |
- | our ability to manufacture our products |
- | our ability to attract customers who will buy products |
- | our ability to generate revenues |
that a broker or dealer approve a |
the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased |
obtain financial information and investment experience objectives of the person; and |
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. |
sets forth the basis on which the broker or dealer made the suitability determination; and |
1% of the total number of securities of the same class then outstanding; or |
the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale; |
The issuer of the securities that was formerly a shell company has ceased to be a shell company; |
The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and |
At least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company. |
Name | Total number of shares owned prior to offering | Percentage of shares owned prior to offering | Number of shares being offered | Percentage of shares owned after the offering assuming all of the shares are sold in the offering | Total number of shares owned prior to offering | Percentage of shares owned prior to offering | Number of shares being offered | Percentage of shares owned after the offering assuming all of the shares are sold in the offering |
Kodiak Capital Group LLC (1) | 0 | 0% | 50,000,000 | 14.65% | 0 | 0% | 50,000,000 | 12.27% |
(1) | Pursuant to Put Right set forth in Investment Agreement. Ryan Hudson exercises dispositive and voting control for Kodiak Capital Group, LLC. |
· | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
· | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
· | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
· | an exchange distribution in accordance with the rules of the applicable exchange; |
· | privately negotiated transactions; |
· | settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; |
· | broker-dealers may agree with Kodiak to sell a specified number of such shares at a stipulated price per share; |
· | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
· | a combination of any such methods of sale; or |
· | any other method permitted pursuant to applicable law. |
Fiscal Year – 2013 | High Bid | Low Bid | ||
First Quarter 1-1-13 to 3-31-13 | $0.04 | $0.01 | ||
Fiscal Year – 2012 | High Bid | Low Bid | ||
Fourth Quarter 10-1-2012 to 12-31-12 | $0.06 | $0.01 | ||
Third Quarter 7-1-12 to 9-30-12 | $0.20 | $0.01 | ||
Second Quarter 4-1-12 to 6-30-12 | $1.00 | $0.25 | ||
First Quarter 1-1-12 to 3-31-12 | $0.24 | $0.05 | ||
Fiscal Year – 2011 | High Bid | Low Bid | ||
Fourth Quarter 10-1-11 to 12-31-11 | $0.11 | $0.02 | ||
Third Quarter 7-1-11 to 9-30-11 | $0.10 | $0.05 | ||
Second Quarter 4-1-11 to 6-30-11 | $0.22 | $0.10 | ||
First Quarter 1-1-11 to 3-31-11 | $0.22 | $0.05 |
Fiscal Year – 2014 | High Bid | Low Bid | |
Second Quarter 04-01-14 to 06-30-14 | $0.06 | $0.02 | |
First Quarter 01-01-14 to 03-31-14 | $0.06 | $0.02 | |
Fiscal Year – 2013 | High Bid | Low Bid | |
Fourth Quarter 10-01-2013 to 12-31-13 | $0.06 | $0.02 | |
Third Quarter 07-01-13 to 09-30-13 | $0.05 | $0.02 | |
Second Quarter 04-01-13 to 06-30-13 | $0.04 | $0.01 | |
First Quarter 01-01-13 to 03-31-13 | $0.04 | $0.01 | |
Fiscal Year – 2012 | High Bid | Low Bid | |
Fourth Quarter 10-01-2012 to 12-31-12 | $0.06 | $0.01 | |
Third Quarter 07-01-12 to 09-30-12 | $0.20 | $0.01 | |
Second Quarter 04-01-12 to 06-30-12 | $1.00 | $0.25 | |
First Quarter 01-01-12 to 03-31-12 | $0.24 | $0.05 |
Number of securities to | Weighted-average | Number of securities remaining | |
be issued upon exercise | exercise price of | available for future issuance | |
of outstanding options, | outstanding options, | under equity compensation plans | |
warrants and rights | warrants and rights | (excluding securities in column (a)) | |
Plan category | (a) | (b) | (c) |
Equity compensation plans | |||
approved by security holders | None | None | None |
Equity compensation plans | |||
not approved by securities holders | 0 | $0.0 | 52,766,666 |
Total | 0 | $0.0 | 52,766,666 |
1. |
5. |
1. | Establish geographical coverage for Mobile Clinics based on hospitals to population ratio in specific rural areas of Guinea and Ghana |
2. | Establish the |
3. | Establish |
4. | Establish |
Polyclinic Urban-Urban | Polyclinic Rural Rural | Total | CHIPS CPD | |
Greater Accra | 3 | 1 | 4 | 0 |
Ashanti Region | 2 | 1 | 3 | 0 |
Central Region | 2 | 1 | 3 | 2 |
Northern Region | 2 | 2 | 4 | 2 |
Upper East Region | 1 | 2 | 3 | 2 |
Upper West Region | 0 | 0 | 0 | 1 |
Western Region | 2 | 3 | 5 | 0 |
Volta Region | 1 | 1 | 2 | 2 |
Eastern Region | 1 | 1 | 2 | 0 |
Brong-Ahafo Region | 1 | 0 | 1 | 1 |
15 | 12 | 27 | 10 |
Polyclinic Urban-Urban | Polyclinic Rural Rural | Total | CHIPS CPD | |
Greater Accra | 3 | 1 | 4 | 0 |
Ashanti Region | 2 | 1 | 3 | 0 |
Central Region | 2 | 1 | 3 | 2 |
Northern Region | 2 | 2 | 4 | 2 |
Upper East Region | 1 | 2 | 3 | 2 |
Upper West Region | 0 | 0 | 0 | 1 |
Western Region | 2 | 3 | 5 | 0 |
Volta Region | 1 | 1 | 2 | 2 |
Eastern Region | 1 | 1 | 2 | 0 |
Brong-Ahafo Region | 1 | 0 | 1 | 1 |
15 | 12 | 27 | 10 |
1. | Developing our sales organization and marketing the third party products along with our software that brings the data from these products into an EMR system in the major metropolitan areas of Canada. We expect the cost to be $300,000 and 12 months to complete this milestone. |
2. | Simultaneously with the build-up of our sales organization, we will build a product support team that will provide installation, training and customer support. We expect the cost to be $500,000 and 12 months to complete this milestone. |
3. | Expanding our market from the larger metropolitan areas to the smaller rural and more distant medical facilities. We expect the cost to be $250,000 and 12 months to complete this Milestone. |
4. | Developing our Mobile Care business globally. We expect the cost to be $ 700,000 and 12 months to complete the Milestone. |
A. | M.C. Telehealth – Mobile Clinic Telehealth System – Developed and launched in November 2011. |
B. | EMR Integration Engine – Electronic Medical Record Integration Engine - Under development. |
C. | C&ID-IMS – Communicable and Infectious Disease Information Management System - Under Development |
D. | CCG Technology – Clinical-Care Globalization technology – Under Development |
A product group for Point-of-Care consisting of Electronic Medical Record System, Picture Archiving and Communication System and Medical Device Connectivity system. |
A. | Electronic Medical Record System (EMR) |
B. | Picture Archiving and Communication System (PACS) |
C. | Medical Device Connectivity System (MDC) |
2. |
A. | M.C. Telehealth |
B. | EMR Integration Engine |
C. | C&ID-IMS development. |
D. | CCG Technology development. |
Number | Date of Filing | Place of Filing | Duration |
1072203 | November 3, 2009 | Canada | Life of the Author, the remainder of the calendar year in which the author dies, and a period of 50 years following the end of that calendar year |
1072204 | November 3, 2009 | Canada | Life of the Author, the remainder of the calendar year in which the author dies, and a period of 50 years following the end of that calendar year |
1072205 | November 3, 2009 | Canada | Life of the Author, the remainder of the calendar year in which the author dies, and a period of 50 years following the end of that calendar year |
1072543 | November 17, 2009 | Canada | Life of the Author, the remainder of the calendar year in which the author dies, and a period of 50 years following the end of that calendar year |
1. | The company has proprietary Copyrighted Technology |
2. | C&ID-IMS is an Internet-based solution for monitoring and managing Communicable and Infectious Disease information. Our target markets are Health Organizations and Ministries of Health, hospitals and Center for Disease Control (CDC) & the World Health Organization (WHO) members around the globe. |
3. | CCG is our clinical-care globalization technology. This product is an effective way to capitalize on the growing |
4. | MC-Telehealth (Mobile Clinic with Telehealth system) is our mobile clinic long distance or Telehealth technology. Our product enables the remote transmission of standardized formats of data for laboratory information, diagnostic imaging, diagnosis and clinical notes. |
Name and Address | Age | Position(s) |
John Cecil | Chairman of the Board of Directors, Chief Executive | |
Markham, | Officer and Chief Financial Officer | |
Vince Leitao | President, Chief Operating Officer and a Director | |
Markham, | ||
Lloyd A. Chiotti | Director | |
31 Sisman Avenue Aurora, ON, L4G 6R9 | ||
Samuel R Baker | ||
89 Shawnee Circle Toronto, ON, M2H 2X9 |
1. |
2. | Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); |
3. | The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities; |
i) | Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; |
ii) | Engaging in any type of business practice; or |
iii) | Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; |
4. | The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity; |
5. | Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
6. | Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
7. | Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: |
i) | Any Federal or State securities or commodities law or regulation; or |
ii) | Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or |
iii) | Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
8. | Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) |
Change in | Change in | |||||||||||||||||
Pension | Pension Value & | |||||||||||||||||
Value & | Nonqualified | |||||||||||||||||
Nonqualified | Non-Equity | Deferred | ||||||||||||||||
Non-Equity | Deferred | Stock | Option | Incentive Plan | Compensation | All Other | ||||||||||||
Name and Principal | Salary | Bonus | Awards | Compensation | Earnings | Compensation | Totals | |||||||||||
Position (1) | Year | ($) | ($) | ($) | (S) | ($) | ($) | ($) | ||||||||||
Stock | Option | Incentive Plan | Compensation | All Other | ||||||||||||||
Name and Principal | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Totals | ||||||||||
Position [1] | Year | ($) | ($) | ($)[1] | ($) | (S) | ($) | ($) | ($) | |||||||||
John Cecil | 2012 | 183,248 | 0 | 1,891,773 | 0 | 0 | 0 | 0 | 2,075,021 | 2013 | 172,567 | 0 | 0 | 0 | 0 | 172,567 | ||
Chairman & CEO | 2011 | 147,414 | 0 | 1,772,210 | 0 | 0 | 0 | 0 | 1,919,624 | 2012 | 183,248 | 0 | 1,891,773 | 0 | 0 | 0 | 2,075,021 | |
Vince Leitao | 2012 | 183,248 | 0 | 1,707,210 | 0 | 0 | 0 | 0 | 1,890,458 | 2013 | 172,567 | 0 | 0 | 0 | 0 | 172,567 | ||
President | 2011 | 147,414 | 0 | 548,900 | 0 | 0 | 0 | 0 | 696,314 | 2012 | 183,248 | 0 | 1,707,210 | 0 | 0 | 0 | 1,890,458 | |
Samuel Baker | 2012 | 0 | 0 | 207,634 | 0 | 0 | 0 | 0 | 207,634 | 2013 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Secretary | 2011 | 6,000 | 0 | 299,400 | 0 | 0 | 0 | 0 | 305,400 | 2012 | 0 | 0 | 207,634 | 0 | 0 | 0 | 207,634 | |
Leonard Steinmetz | 2012 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
Treasurer | 2011 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
Employed (1/1/10 - 03/25/11) |
During the year ended December 31, 2012, 107,076,003 shares were issued to directors and officers and their family for a total amount of $4,313,040, of which $150,000 was contributed as cash by them and $4,163,040 was granted to them as stock-based compensation. |
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (b) | (c) | (d) | (e) | (f) | (g) | (h) |
Change in | Change in | |||||||||||||
Pension | Pension Value | |||||||||||||
Value and | Fees | & Nonqualified | ||||||||||||
Nonqualified | Earned or | Non-Equity | Deferred | |||||||||||
Fees Earned | Non-Equity | Deferred | All | Paid in | Stock | Option | Incentive Plan | Compensation | All Other | |||||
or Paid in | Stock | Option | Incentive Plan | Compensation | Other | Cash | Awards | Awards | Compensation | Earnings | Compensation | Total | ||
Name | ($) | ($) | ($) | ($) | ($) | ($) | ||||||||
Cash | Awards | Compensation | Earnings | Compensation | Total | |||||||||
Name | ($) | ($) | ($) | ($) | ||||||||||
John Cecil | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
Vince Leitao | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||
Lloyd Chiotti [1] | 0 | 356,423 | 0 | 0 | 356,423 | |||||||||
Lloyd Chiotti | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
Samuel Baker | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Name and Address Beneficial Owner [1] | Number of Shares Owned | Percentage of Ownership |
John Cecil [2] | 86,612,857 | 25.23% |
15 All State Parkway, Suite 600 Markham, ON L3R 5B4 | ||
Vince Leitao [3] | 59,667,845 | 17.38% |
15 All State Parkway, Suite 600 Markham, ON L3R 5B4 | ||
Lloyd Chiotti | 20,914,820 | 6.09% |
31 Sisman Avenue Aurora, ON, L4G 6R9 | ||
Samuel Baker [4] | 13,003,850 | 3.79% |
89 Shawnee Circle Toronto, ON, M2H 2X9 | ||
All Officers and Directors as a Group (4 people) | 195,507,206 | 52.49% |
Rajni Kassett | 21,244,075 | 9.01% |
67 Simms Drive Ajax, ON, L1T 3K1 |
Name and Address Beneficial Owner [1] | Number of Shares Owned | Percentage of Ownership |
John Cecil [2] | 86,612,857 | 24.19% |
Vince Leitao [3] | 59,667,845 | 16.67% |
Lloyd Chiotti | 22,071,344 | 6.17% |
Samuel Baker [4] | 13,013,850 | 3.64% |
All Officers and Directors as a Group (4 persons) | 181,365,896 | 50.67% |
Pearl Dome Inc. | 15,307,834 | 4.46% |
53 Division St. Oshawa, ON, L1G 5L8 | ||
Kodiak Capital Group LLC [5] | 52,000,000 | 15.23% |
260 Newport Center Dr., Suite 100 | ||
Newport Beach, CA 92660 |
[1] | The persons named above may be deemed to be a |
[2] | Includes |
[3] | Includes 15,000,000 shares of common stock owned by |
[4] | Includes 410,000 shares of common stock owned by |
have equal ratable rights to dividends from funds legally available if and when declared by our board of directors; |
are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; |
do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and |
- | are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. |
John Cecil | $ | 51,097 | ||
Vince Leitao | $ | 85,394 | ||
Sam Baker | $ | 56,254 | ||
Mary Kricfalusi | $ | 237,048 | ||
Herb Adams | $ | 174,981 |
1. | The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that |
2. | Any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-K and the related instruction to Item 304 of Regulation S-K, or a reportable event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-K. |
PAGE | |
49 | |
50 | |
June 30, | December 31, | |||||||
ASSETS | 2014 | 2013 | ||||||
Current Assets: | ||||||||
Cash | $ | 37,137 | $ | 27,448 | ||||
Other receivables | 8,776 | 12,276 | ||||||
Prepaid expenses | 93,234 | 25,396 | ||||||
Total Current Assets | 139,147 | 65,120 | ||||||
Deposit – long term | 53,514 | - | ||||||
Copyrights | 865,000 | 865,000 | ||||||
Equipment, net | 25,226 | 47,973 | ||||||
TOTAL ASSETS | $ | 1,082,887 | $ | 978,093 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) | ||||||||
Current Liabilities: | ||||||||
Accounts payable and accrued liabilities | $ | 920,780 | $ | 1,082,587 | ||||
Accrued officers' salaries | 20,000 | 20,000 | ||||||
Loans payable | 61,007 | 61,203 | ||||||
Short term loans payable | 48,685 | 74,791 | ||||||
Short term loans payable – related parties | 1,450 | 1,450 | ||||||
Deposit for shares to be issued | - | 9,560 | ||||||
Deferred revenue | 24,990 | 24,990 | ||||||
Total Current Liabilities | 1,076,912 | 1,274,581 | ||||||
TOTAL LIABILITIES | 1,076,912 | 1,274,581 | ||||||
Commitments and Contingencies | ||||||||
Stockholders' Equity (Deficiency) | ||||||||
Preferred stock, $0.00001 par value, 100,000,000 shares authorized, none issued and outstanding | - | - | ||||||
Common stock, $0.00001 par value, 500,000,000 (December 31, 2013 – 500,000,000) shares authorized, 346,459,183 and 319,106,020 shares issued and outstanding, respectively. | 3,465 | 3,191 | ||||||
Additional paid-in capital | 20,048,723 | 18,669,367 | ||||||
Accumulated deficit | (20,046,213 | ) | (18,969,046 | ) | ||||
Total Stockholders' Equity (Deficiency) | 5,975 | (296,488 | ) | |||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) | $ | 1,082,887 | $ | 978,093 |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Expenses | ||||||||||||||||
General and administration | $ | 372,407 | $ | 441,986 | $ | 905,157 | $ | 894,875 | ||||||||
Selling and marketing | 18,299 | 124,056 | 142,435 | 174,068 | ||||||||||||
Foreign exchange loss (gain) | 24,789 | (19,653 | ) | (7,111 | ) | (12,294 | ) | |||||||||
Depreciation | 11,374 | 22,142 | 22,747 | 44,284 | ||||||||||||
Interest and financing costs | 5,304 | 4,533 | 10,515 | 7,494 | ||||||||||||
Change in fair value on convertible promissory note | - | (333,612 | ) | - | (34,003 | ) | ||||||||||
Gain on extinguishment of convertible promissory note | - | (46,667 | ) | - | (46,667 | ) | ||||||||||
Loss on extinguishment of short term loan payable | - | - | 3,424 | - | ||||||||||||
432,173 | 192,785 | 1,077,167 | 1,027,757 | |||||||||||||
Net Loss | $ | (432,173 | ) | $ | (192,785 | ) | $ | (1,077,167 | ) | $ | (1,027,757 | ) | ||||
Basic and diluted net loss per share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
Weighted average shares used in calculating | ||||||||||||||||
Basic and diluted net loss per share | 340,737,150 | 296,720,662 | 336,549,384 | 294,063,703 |
June 30, | December 31, | ||||
ASSETS | 2013 | 2012 | |||
Current Assets: | (unaudited) | ||||
Cash | $ | 75,526 | $ | 318,445 | |
Other receivables | 177,755 | 87,196 | |||
Prepaid expenses | 70,581 | 132,817 | |||
Total Current Assets | 323,862 | 538,458 | |||
Copyrights (Note 6) | 865,000 | 865,000 | |||
Equipment, net | 33,257 | 77,541 | |||
TOTAL ASSETS | $ | 1,222,119 | $ | 1,480,999 | |
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | |||||
Current Liabilities: | |||||
Accrued liabilities | $ | 1,176,517 | $ | 993,277 | |
Accrued officers’ salaries (Note 7) | 20,000 | 55,000 | |||
Acquisition cost payable (Note 6) | 525 | 525 | |||
Current portion of obligations under capital leases (Note 7) | 46,887 | 108,268 | |||
Loan payable (Note 8) | 61,893 | 109,044 | |||
Convertible promissory note (Note 9) | 100,096 | 200,767 | |||
Short term loans payable (Note 10) | 85,123 | 65,283 | |||
Deferred revenue | 24,990 | 24,990 | |||
Total Current Liabilities | 1,516,031 | 1,557,154 | |||
TOTAL LIABILITIES | 1,516,031 | 1,557,154 | |||
Commitments and Contingencies (Note 7) | |||||
Going Concern (Note 1) | |||||
Stockholders’ Deficiency (Note 3) | |||||
Preferred stock, $0.00001 par value, 100,000,000 shares authorized, none issued and outstanding | |||||
Common stock, $0.00001 par value, 500,000,000 (December 31, 2012 – 500,000,000) shares authorized, 307,647,036 and 291,347,036 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively. | 3,076 | 2,913 | |||
Additional paid-in capital | 18,096,532 | 17,286,695 | |||
Deficit accumulated during the development stage | (18,393,520) | (17,365,763) | |||
Total Stockholders’ Deficiency | (293,912) | (76,155) | |||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | $ | 1,222,119 | $ | 1,480,999 |
Three Months Ended | Six Months Ended | December 12, 2006 | ||||||||||||
June 30, | June 30, | (inception) to | ||||||||||||
2013 | 2012 | 2013 | 2012 | June 30, 2013 | ||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | $ | 15,887 | ||||
Cost of Revenue | - | - | - | - | 12,840 | |||||||||
Gross Profit | - | - | - | - | 3,047 | |||||||||
Expenses | ||||||||||||||
General and administration | 441,086 | 341,646 | 893,975 | 774,840 | 15,947,764 | |||||||||
Selling and marketing | 124,056 | 69,077 | 174,068 | 122,338 | 1,112,627 | |||||||||
Software development costs | 900 | - | 900 | - | 825,192 | |||||||||
Foreign exchange loss (gain) | (19,653) | 17,824 | (12,294) | 21,406 | (22,602) | |||||||||
Depreciation | 22,142 | 22,142 | 44,284 | 44,284 | 240,164 | |||||||||
Interest and financing costs | 4,533 | 12,699 | 7,494 | 38,696 | 216,795 | |||||||||
Change in fair value on convertible promissory note | (333,612) | 53,234 | (34,003) | 53,234 | 116,764 | |||||||||
Gain on extinguishment of convertible promissory note | (46,667) | - | (46,667) | - | (46,667) | |||||||||
Loss on disposal of equipment | - | - | - | - | 6,530 | |||||||||
192,785 | 516,622 | 1,027,757 | 1,054,798 | 18,396,567 | ||||||||||
Net Loss and Comprehensive Loss | $ | (192,785) | $ | (516,622) | $ | (1,027,757) | $ | (1,054,798) | $ | (18,393,520) | ||||
Basic and diluted net loss per share | $ | (0.001) | $ | (0.004) | $ | (0.003) | $ | (0.008) | ||||||
Weighted average shares used in calculating | ||||||||||||||
Basic and diluted net loss per share | 296,720,662 | 142,942,317 | 294,063,703 | 133,265,424 |
Deficit | ||||||||||||||||||
Accumulated | Total | |||||||||||||||||
Preferred Stock | Common Stock | Additional | During the | Stockholders’ | ||||||||||||||
$.00001 par value | $.00001 par value | Paid-In | Development | Equity | ||||||||||||||
Shares | Amount | Shares | Amount | Capital | Stage | (Deficiency) | ||||||||||||
Balance December 12, 2006 (Inception) | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||
Issuance of common shares | - | - | 15,000,000 | 150 | (100) | - | 50 | |||||||||||
Net loss | - | - | - | - | - | (18,500) | (18,500) | |||||||||||
Balance December 31, 2006 | - | - | 15,000,000 | 150 | (100) | (18,500) | (18,450) | |||||||||||
Issuance of common shares | - | - | 1,721,502 | 17 | 172,608 | - | 172,625 | |||||||||||
Net loss | - | - | - | - | - | (232,602) | (232,602) | |||||||||||
Balance December 31, 2007 | - | - | 16,721,502 | 167 | 172,508 | (251,102) | (78,427) | |||||||||||
Net loss | - | - | - | - | - | (65,770) | (65,770) | |||||||||||
Balance December 31, 2008 | - | - | 16,721,502 | 167 | 172,508 | (316,872) | (144,197) | |||||||||||
Shares issued for Rophe Acquisition | - | - | 6,000,000 | 60 | 765,240 | - | 765,300 | |||||||||||
Issuance of common shares | - | - | 150,000 | 2 | 14,998 | - | 15,000 | |||||||||||
Stock based compensation | - | - | - | - | 7,500 | - | 7,500 | |||||||||||
Net Loss | - | - | - | - | - | (440,374) | (440,374) | |||||||||||
Balance December 31, 2009 | - | - | 22,871,502 | 229 | 960,246 | (757,246) | 203,229 | |||||||||||
Issuance of common shares | - | - | 1,133,664 | 12 | 170,038 | - | 170,050 | |||||||||||
Issuance of units, consisting of common shares and common share warrants | - | - | 1,580,000 | 16 | 394,984 | - | 395,000 | |||||||||||
Shares issued to officers and directors | - | - | 13,500,000 | 135 | 3,374,865 | - | 3,375,000 | |||||||||||
Net Loss | - | - | - | - | - | (3,662,252) | (3,662,252) | |||||||||||
Balance December 31, 2010 (As previously stated) | - | $ | - | 39,085,166 | $ | 392 | $ | 4,900,133 | $ | (4,419,498) | $ | 481,027 | ||||||
Correction of error (Note 15) | - | - | - | - | 604,774 | (604,774) | - | |||||||||||
Balance December 31, 2010 (As restated) | - | $ | - | 39,085,166 | $ | 392 | $ | 5,504,907 | $ | (5,024,272) | $ | 481,027 | ||||||
Issuance of common shares | - | - | 13,604,132 | 136 | 718,558 | - | 718,694 | |||||||||||
Shares issued to officers, directors, employees and others | - | - | 58,500,000 | 585 | 3,124,415 | - | 3,125,000 | |||||||||||
Shares issued for repayment of consulting fees | - | - | 1,000,000 | 10 | 69,990 | - | 70,000 | |||||||||||
Settlement of accounts payable by common shares | - | - | 883,334 | 8 | 49,426 | - | 49,434 | |||||||||||
Net Loss | - | - | - | - | - | (5,337,700) | (5,337,700) | |||||||||||
Balance December 31, 2011 | - | $ | - | 113,072,632 | $ | 1,131 | $ | 9,467,296 | $ | (10,361,972) | $ | (893,545) | ||||||
Issuance of common shares | - | - | 52,589,910 | 526 | 2,628,971 | - | 2,629,497 | |||||||||||
Shares issued to employees and others for services | - | - | 117,834,494 | 1,178 | 4,745,238 | - | 4,746,416 | |||||||||||
Shares issued for repayment of consulting fees | - | - | 5,000,000 | 50 | 349,950 | - | 350,000 | |||||||||||
Settlement of accounts payable by common shares | - | - | 350,000 | 3 | 35,424 | - | 35,427 | |||||||||||
Settlement of compensation to past officer | - | - | 500,000 | 5 | 59,995 | - | 60,000 | |||||||||||
Commitment shares held in trust by Kodiak (Note 3) | - | - | 2,000,000 | 20 | 99,980 | - | 100,000 | |||||||||||
Receivable on stock subscription | - | - | - | - | (100,159) | - | (100,159) | |||||||||||
Net Loss | - | - | - | - | - | (7,003,791) | (7,003,791) | |||||||||||
Balance December 31, 2012 | - | $ | - | 291,347,036 | $ | 2,913 | $ | 17,286,695 | $ | (17,365,763) | $ | (76,155) | ||||||
Issuance of common shares | - | - | 16,300,000 | 163 | 809,837 | - | 810,000 | |||||||||||
Net Loss | - | - | - | - | - | (1,027,757) | (1,027,757) | |||||||||||
Balance June 30, 2013 | $ | 307,647,036 | $ | 3,076 | $ | 18,096,532 | $ | (18,393,520) | $ | (293,912) |
Preferred Stock | Common Stock | Additional | Stockholders' | |||||||||||||||||||||||||
$0.00001 par value | $0.00001 par value | Paid-In | Accumulated | Equity | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | (Deficiency) | ||||||||||||||||||||||
Balance December 31, 2013 | - | $ | - | 319,106,020 | $ | 3,191 | $ | 18,669,367 | $ | (18,969,046 | ) | $ | (296,488 | ) | ||||||||||||||
Issuance of common shares – Kodiak put | - | - | 3,472,223 | 35 | 249,948 | - | 249,983 | |||||||||||||||||||||
Shares issued to director, employees and others for services | - | - | 5,760,000 | 58 | 230,342 | - | 230,400 | |||||||||||||||||||||
Settlement of short term loans payable by common shares | - | - | 680,000 | 7 | 27,193 | - | 27,200 | |||||||||||||||||||||
Issuance of common shares for cash | - | - | 17,440,940 | 174 | 871,873 | - | 872,047 | |||||||||||||||||||||
Net Loss | - | - | - | - | - | (1,077,167 | ) | (1,077,167 | ) | |||||||||||||||||||
Balance June 30, 2014 | $ | 346,459,183 | $ | 3,465 | $ | 20,048,723 | $ | (20,046,213 | ) | $ | 5,975 |
Six Months Ended | December 12, 2006 | |||||||
June 30, | (inception) to | |||||||
2013 | 2012 | June 30, 2013 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net Loss | $ | (1,027,757) | $ | (1,054,798) | $ | (18,393,520) | ||
Adjustment to reconcile net loss to cash used in operating activities: | ||||||||
Depreciation | 44,284 | 44,284 | 240,164 | |||||
Stock based compensation | - | 47,988 | 11,229,832 | |||||
Write-off of deferred financing costs | - | - | 66,064 | |||||
Extinguishment loss on revision of terms of loan conversion into shares | - | - | 37,404 | |||||
Loss on disposal of equipment | - | - | 6,530 | |||||
Non-cash interest accrued | 343 | - | 9,069 | |||||
Fair value loss on inception date of convertible promissory note | - | 57,804 | 203,868 | |||||
Change in fair value on convertible promissory note | (34,003) | (4,570) | (87,104) | |||||
Gain on extinguishment of convertible promissory note | (46,667) | - | (46,667) | |||||
Non-cash settlement of expenses | 5,000 | 415,181 | 433,414 | |||||
Changes in operating assets and liabilities: | ||||||||
Increase in other receivables | (90,559) | (5,004) | (177,755) | |||||
Increase in prepaid expenses | 62,236 | (199,286) | (13,814) | |||||
Increase/(Decrease) in accrued liabilities and officers’ salaries | 148,240 | (83,384) | 1,773,380 | |||||
Increase in deferred revenue | - | - | 24,990 | |||||
NET CASH USED IN OPERATING ACTIVITIES | (938,883) | (781,785) | (4,694,145) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Cash acquired in Rophe acquisition | - | - | 300 | |||||
Purchase of equipment | - | - | (14,418) | |||||
NET CASH USED IN INVESTING ACTIVITIES | - | - | (14,118) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Stockholder advances/(repayments) | - | - | 41,957 | |||||
Proceeds from sale of common stock, net | 805,000 | 756,374 | 4,556,744 | |||||
Proceeds for shares to be issued | - | 70,000 | 394,474 | |||||
Deferred financing costs | - | - | (26,064) | |||||
Repayment of obligations under capital leases | (61,724) | (38,713) | (240,175) | |||||
(Repayment of) Proceeds from convertible promissory note | (20,001) | 20,000 | 29,999 | |||||
(Repayment of) Proceeds from loans payable | (27,311) | (9,290) | 26,854 | |||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 695,964 | 798,371 | 4,783,789 | |||||
NET (DECREASE) INCREASE IN CASH | (242,919) | 16,586 | 75,526 | |||||
CASH - BEGINNING OF PERIOD | 318,445 | 15,821 | - | |||||
CASH - END OF PERIOD | $ | 75,526 | $ | 32,407 | $ | 75,526 | ||
SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
Interest paid | $ | - | $ | - | ||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
Accounts payable as partial consideration for Rophe acquisition | $ | - | $ | - | $ | 100,000 | ||
Common stock issued as partial consideration for Rophe acquisition | $ | - | $ | - | $ | 765,300 | ||
Acquisition of equipment under capital lease obligations | $ | - | $ | - | $ | 265,706 | ||
Conversion of loans payable into common shares | $ | - | $ | - | $ | 680,207 | ||
Settlement of accounts payable by common shares | $ | - | $ | - | $ | 84,861 | ||
Commitment shares held in trust by Kodiak | $ | - | $ | - | $ | 100,000 |
Six Months Ended | ||||||||
June 30, | ||||||||
2014 | 2013 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net Loss | $ | (1,077,167 | ) | $ | (1,027,757 | ) | ||
Adjustment to reconcile net loss to cash used in operating activities: | ||||||||
Depreciation | 22,747 | 44,284 | ||||||
Stock based compensation | 230,400 | - | ||||||
Loss on extinguishment of short term loan payable | 3,424 | - | ||||||
Change in fair value on convertible promissory note | - | (34,003 | ) | |||||
Gain on extinguishment of convertible promissory note | - | (46,667 | ) | |||||
Non-cash settlement of expenses | - | 5,000 | ||||||
Changes in operating assets and liabilities: | ||||||||
Increase in other receivables | 3,500 | (90,559 | ) | |||||
(Increase) decrease in prepaid expenses | (121,352 | ) | 62,236 | |||||
Increase (decrease) in accounts payable and accrued liabilities | (164,333 | ) | 148,583 | |||||
NET CASH USED IN OPERATING ACTIVITIES | (1,102,781 | ) | (938,883 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Proceeds from sale of common stock, net | 1,112,470 | 805,000 | ||||||
Repayment of obligations under capital leases | - | (61,724 | ) | |||||
Repayment of convertible promissory note | - | (20,001 | ) | |||||
Proceeds from loans payable | - | 19,840 | ||||||
Repayment of loans payable | - | (47,151 | ) | |||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,112,470 | 695,964 | ||||||
NET (DECREASE) INCREASE IN CASH | 9,689 | (242,919 | ) | |||||
CASH - BEGINNING OF PERIOD | 27,448 | 318,445 | ||||||
CASH - END OF PERIOD | $ | 37,137 | $ | 75,526 | ||||
SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
Income tax paid | $ | - | $ | - | ||||
Interest paid | $ | - | $ | - | ||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
Conversion of loans payable into common shares | $ | 23,776 | $ | - |
Weighted Average | Weighted Average | |||||||||||
Number of Warrants | Exercise Price | Number of Warrants | Exercise Price | |||||||||
Balance, December 31, 2011 (audited) | 1,580,000 | $ | 0.50 | |||||||||
Balance, December 31, 2013 | 1,580,000 | $ | 0.50 | |||||||||
Granted | - | - | - | - | ||||||||
Cancelled | - | - | - | - | ||||||||
Exercised | - | - | - | - | ||||||||
Balance, December 31, 2012 (audited) and June 30, 2013 (unaudited) | 1,580,000 | $ | 0.50 | |||||||||
Balance, June 30, 2014 (unaudited) | 1,580,000 | $ | 0.50 |
Year ending December 31, 2013 | $ | 34,236 | |
Total | $ | 34,236 |
Within one year | $ | 46,887 | |
$ | 46,887 |
Within one year | $ | 61,893 | |
$ | 61,893 |
June 30, 2014 | December 31, 2013 | |||||||
Promissory note bearing interest at 10% per annum, due January 10, 2014 | $ | - | $ | 25,664 | ||||
Promissory note bearing interest at 10% per annum, due January 15, 2014 | 25,086 | 25,528 | ||||||
Non-interest bearing advances from director | 1,450 | 1,450 | ||||||
Non-interest bearing short term funding from third parties | 23,599 | 23,599 | ||||||
$ | 50,135 | $ | 76,241 |
Cash received from convertible promissory notes | $ | 50,000 | |
Derivative loss on inception date | 203,868 | ||
Fair value of convertible promissory notes on inception date | 253,868 | ||
Change in fair value (gain) | (53,101) | ||
Fair value as at December 31, 2012 | 200,767 | ||
Repayment of convertible promissory note | (20,001) | ||
Gain on extinguishment of convertible promissory note | (46,667) | ||
Change in fair value loss (gain) | (34,003) | ||
Fair value as at June 30, 2013 | $ | 100,096 |
December 31, | ||||
ASSETS | 2012 | 2011 (Restated-Note 15) | ||
Current Assets: | ||||
Cash | $ | 318,445 | $ | 15,821 |
Other receivables | 87,196 | 37,571 | ||
Prepaid expenses | 132,817 | 78,768 | ||
Total Current Assets | 538,458 | 132,160 | ||
Copyrights (Note 8) | 865,000 | 865,000 | ||
Equipment, net (Note 6) | 77,541 | 166,110 | ||
TOTAL ASSETS | $ | 1,480,999 | $ | 1,163,270 |
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | ||||
Current Liabilities: | ||||
Accrued liabilities | $ | 993,277 | $ | 1,253,283 |
Accrued officers’ salaries | 55,000 | 175,000 | ||
Acquisition cost payable (Note 8) | 525 | 56,502 | ||
Current portion of obligations under capital leases (Note 7) | 108,268 | 94,377 | ||
Loans payable (Note 9) | 109,044 | - | ||
Convertible promissory notes (Note 10) | 200,767 | - | ||
Short term loans payable (Note 11) | 65,283 | - | ||
Deferred revenue | 24,990 | - | ||
Total Current Liabilities | 1,557,154 | 1,579,162 | ||
Obligations Under Capital Leases (Note 7) | - | 83,179 | ||
Deposit for shares to be issued (Note 3) | - | 394,474 | ||
TOTAL LIABILITIES | 1,557,154 | 2,056,815 | ||
Commitments and Contingencies (Notes 8 and 13) | ||||
Going Concern (Note 1) | ||||
Subsequent Events (Note 14) | ||||
Stockholders’ Deficiency (Note 3) | ||||
Preferred stock, $0.00001 par value, 100,000,000 shares authorized, none issued and outstanding | - | - | ||
Common stock, $0.00001 par value, 500,000,000 (2011 – 500,000,000) shares authorized, 291,347,036 and 113,072,632 shares issued and outstanding at December 31, 2012 and 2011, respectively. | 2,913 | 1,131 | ||
Additional paid-in capital | 17,286,695 | 9,467,296 | ||
Deficit accumulated during the development stage | (17,365,763) | (10,361,972) | ||
Total Stockholders’ Deficiency | (76,155) | (893,545) | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | $ | 1,480,999 | $ | 1,163,270 |
For the Period | ||||||
For the Year | For the Year | December 12, | ||||
Ended | Ended | 2006 (inception) | ||||
December 31, | to December 31, | to December 31, | ||||
2012 | 2011 | 2012 (Unaudited) (Restated – Note 15) | ||||
Revenue | $ | - | $ | - | $ | 15,887 |
Cost of Revenue | - | - | 12,840 | |||
Gross Profit | - | - | 3,047 | |||
Expenses | ||||||
General and administration | 6,265,546 | 4,555,257 | 15,053,789 | |||
Selling and marketing | 419,702 | 426,017 | 938,559 | |||
Software development costs | - | 162,815 | 824,292 | |||
Foreign exchange loss | 14,376 | (32,446) | (10,308) | |||
Depreciation | 88,569 | 85,296 | 195,880 | |||
Interest and financing costs | 64,831 | 140,761 | 209,301 | |||
Change in fair value on convertible promissory notes | 150,767 | - | 150,767 | |||
Loss on disposal of equipment | - | - | 6,530 | |||
7,003,791 | 5,337,700 | 17,368,810 | ||||
Net Loss and comprehensive loss | $ | (7,003,791) | $ | (5,337,700) | $ | (17,365,763) |
Loss per share - Basic and diluted net | $ | (0.040) | $ | (0.087) | ||
Weighted average number of shares outstanding - Basic and diluted | 176,907,227 | 61,446,207 |
Deficit | ||||||||||||||||||
Accumulated | ||||||||||||||||||
Preferred Stock | Common Stock | Additional | During the | Total | ||||||||||||||
$.00001 par value | $.00001 par value | Paid-In | Development | Stockholders’ | ||||||||||||||
Shares | Amount | Shares | Amount | Capital | Stage | Equity (Deficit) | ||||||||||||
Balance December 12, 2006 (Inception) | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||
Issuance of common shares | - | - | 5,000,000 | 150 | (100) | - | 50 | |||||||||||
Net loss | - | - | - | - | - | (18,500) | (18,500) | |||||||||||
Balance December 31, 2006 (Unaudited) | - | - | 5,000,000 | 150 | (100) | (18,500) | (18,450) | |||||||||||
Issuance of common shares | - | - | 573,834 | 17 | 172,608 | - | 172,625 | |||||||||||
Net loss | - | - | - | - | - | (232,602) | (232,602) | |||||||||||
Balance December 31, 2007 (Unaudited) | - | - | 5,573,834 | 167 | 172,508 | (251,102) | (78,427) | |||||||||||
Three-for-one stock split | - | - | 11,147,668 | - | - | - | - | |||||||||||
Net loss | - | - | - | - | - | (65,770) | (65,770) | |||||||||||
Balance December 31, 2008 (Unaudited) | - | - | 16,721,502 | 167 | 172,508 | (316,872) | (144,197) | |||||||||||
Shares issued for Rophe Acquisition | - | - | 6,000,000 | 60 | 765,240 | - | 765,300 | |||||||||||
Issuance of common shares | - | - | 150,000 | 2 | 14,998 | - | 15,000 | |||||||||||
Stock based compensation | - | - | - | - | 7,500 | - | 7,500 | |||||||||||
Net Loss | - | - | - | - | - | (440,374) | (440,374) | |||||||||||
Balance December 31, 2009 (Unaudited) | - | - | 22,871,502 | 229 | 960,246 | (757,246) | 203,229 | |||||||||||
Issuance of common shares | - | - | 1,133,664 | 12 | 170,038 | - | 170,050 | |||||||||||
Issuance of common shares | - | - | 1,580,000 | 16 | 277,364 | - | 277,380 | |||||||||||
Issuance of common share warrants | - | - | - | - | 117,620 | - | 117,620 | |||||||||||
Shares issued to officers and directors | - | - | 13,500,000 | 135 | 3,374,865 | - | 3,375,000 | |||||||||||
Net Loss | - | - | - | - | - | (3,662,252) | (3,662,252) | |||||||||||
Balance December 31, 2010 (Unaudited) (As previously stated) | - | $ | - | 39,085,166 | $ | 392 | $ | 4,900,133 | $ | (4,419,498) | $ | 481,027 | ||||||
Correction of error (Note 15) | - | - | - | - | 604,774 | (604,774) | - | |||||||||||
Balance December 31, 2010 (Unaudited) (As restated) | - | $ | - | 39,085,166 | $ | 392 | $ | 5,504,907 | $ | (5,024,272) | $ | 481,027 | ||||||
Issuance of common shares | - | - | 13,604,132 | 136 | 718,558 | - | 718,694 | |||||||||||
Shares issued to officers, directors, employees and others | - | - | 58,500,000 | 585 | 3,124,415 | - | 3,125,000 | |||||||||||
Shares issued for repayment of consulting fees | - | - | 1,000,000 | 10 | 69,990 | - | 70,000 | |||||||||||
Settlement of accounts payable by common shares | - | - | 883,334 | 8 | 49,426 | - | 49,434 | |||||||||||
Net Loss | - | - | - | - | - | (5,337,700) | (5,337,700) | |||||||||||
Balance December 31, 2011 (Audited) (As restated) | - | $ | - | 113,072,632 | $ | 1,131 | $ | 9,467,296 | $ | (10,361,972) | $ | (893,545) | ||||||
Issuance of common shares | - | - | 52,589,910 | 526 | 2,628,971 | - | 2,629,497 | |||||||||||
Shares issued to employees and others for services | - | - | 117,834,494 | 1,178 | 4,745,238 | - | 4,746,416 | |||||||||||
Shares issued for repayment of consulting fees | - | - | 5,000,000 | 50 | 349,950 | - | 350,000 | |||||||||||
Settlement of accounts payable by common shares | - | - | 350,000 | 3 | 35,424 | - | 35,427 | |||||||||||
Settlement of compensation to past officer | - | - | 500,000 | 5 | 59,995 | - | 60,000 | |||||||||||
Commitment shares held in trust by Kodiak(Note 3) | - | - | 2,000,000 | 20 | 99,980 | - | 100,000 | |||||||||||
Receivable on stock subscription | - | - | - | - | (100,159) | - | (100,159) | |||||||||||
Net Loss | - | - | - | - | - | (7,003,791) | (7,003,791) | |||||||||||
Balance December 31, 2012 (Audited) | - | $ | - | 291,347,036 | $ | 2,913 | $ | (17,286,695) | $ | (17,365,763) | $ | (76,155) |
For the Year Ended December 31, 2012 | For the Year Ended December 31, 2011 | For the Period December 12, 2006 (inception) to December 31, 2012 (Unaudited) (Restated – Note 15) | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | (7,003,791) | $ | (5,337,700) | $ | (17,401,262) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
Depreciation | 88,569 | 85,296 | 195,880 | |||||
Stock-based compensation | 4,729,531 | 3,119,150 | 11,265,331 | |||||
Write-off of deferred financing costs | - | 66,064 | 66,064 | |||||
Extinguishment loss on revision of terms of loan conversion into shares | - | 37,404 | 37,404 | |||||
Loss on disposal of equipment | - | - | 6,530 | |||||
Non-cash interest accrued | 5,390 | 3,336 | 8,726 | |||||
Non-cash derivative loss | 203,868 | - | 203,868 | |||||
Change in fair value on convertible promissory notes | (53,101) | - | (53,101) | |||||
Non-cash expenses | 415,181 | 13,233 | 428,414 | |||||
Changes in operating assets and liabilities: | ||||||||
Increase in other receivables | (49,625) | (37,571) | (87,196) | |||||
Increase in prepaid expenses | (54,049) | (13,101) | (76,050) | |||||
Increase in accrued liabilities | (232,220) | 1,080,656 | 1,625,140 | |||||
Increase in deferred revenue | 24,990 | - | 24,990 | |||||
NET CASH USED IN OPERATING ACTIVITIES | (1,925,257) | (983,233) | (3,755,262) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Cash acquired in Rophe acquisition | - | - | 300 | |||||
Purchase of equipment | - | - | (14,418) | |||||
CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | - | - | (14,118) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Stockholder advances (repayments) | - | - | 41,957 | |||||
Proceeds from issuance of common stock | 2,235,004 | 654,574 | 3,751,744 | |||||
Proceeds for shares to be issued | - | 394,474 | 394,474 | |||||
Deferred financing costs | - | - | (26,064) | |||||
Repayment of obligations under capital leases | (69,288) | (109,163) | (178,451) | |||||
Proceeds from convertible promissory notes | 50,000 | - | 50,000 | |||||
Proceeds from loans payable | 12,165 | - | 54,165 | |||||
CASH PROVIDED BY FINANCING ACTIVITIES | 2,227,881 | 939,885 | 4,087,825 | |||||
NET (DECREASE) INCREASE IN CASH | 302,624 | (43,348) | 318,445 | |||||
CASH | ||||||||
Beginning of period | 15,821 | 59,169 | - | |||||
End of period | $ | 318,445 | $ | 15,821 | $ | 318,445 | ||
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
Income tax paid | $ | - | $ | - | ||||
Interest paid | $ | 45,150 | $ | 51,957 | ||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
Accounts payable as partial consideration for Rophe acquisition | $ | - | $ | - | $ | 100,000 | ||
Common stock issued as partial consideration for Rophe acquisition | $ | - | $ | - | $ | 765,300 | ||
Acquisition of equipment under capital lease obligations | $ | - | $ | 40,747 | $ | 265,706 | ||
Conversion of loans payable into common shares | $ | - | $ | 42,000 | $ | 680,207 | ||
Settlement of accounts payable by common shares | $ | 35,427 | $ | 49,434 | $ | 84,861 | ||
Commitment shares held in trust by Kodiak | $ | 100,000 | $ | - | $ | 100,000 |
- | $20,000,000, payable as to an advance of $300,000 immediately after the loan agreement for the Kallo MobileCare and RuralCare program is signed by the Minister of Finance of the Republic of Guinea and the remainder within 7 to 14 business days of receipt of payment for the Project by Kallo in proportion to the payments received by Kallo. |
- | $4,000,000, payable within 7 to 14 business days of receipt of payment for the Project by Kallo in proportion to the payments received by Kallo. In addition, a performance incentive payment of $1,000,000 will be payable to three persons related to the third party in accordance to the same terms of payment described herein. |
Year ending December 31, 2014 | $ | 124,372 | ||
Year ending December 31, 2015 | 285,469 | |||
Year ending December 31, 2016 | 261,680 | |||
671,521 |
MALONEBAILEY, LLP | |
Houston, Texas | |
July 21, 2014 |
SCHWARTZ LEVITSKY FELDMAN LLP | |
Toronto, Ontario, Canada | Chartered Accountants |
March 26, 2013 | Licensed Public Accountants |
ASSETS | 2013 | 2012 | ||||||
Current Assets: | ||||||||
Cash | $ | 27,448 | $ | 318,445 | ||||
Other receivables | 12,276 | 3,976 | ||||||
Prepaid expenses | 25,396 | 137,817 | ||||||
Total Current Assets | 65,120 | 460,238 | ||||||
Copyrights | 865,000 | 865,000 | ||||||
Equipment, net | 47,973 | 77,541 | ||||||
TOTAL ASSETS | $ | 978,093 | $ | 1,402,779 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIENCY | ||||||||
Current Liabilities: | ||||||||
Accounts payable and accrued liabilities | $ | 1,082,587 | $ | 915,582 | ||||
Accrued officers' salaries | 20,000 | 55,000 | ||||||
Current portion of obligations under capital leases | - | 108,268 | ||||||
Loans payable | 61,203 | 109,044 | ||||||
Convertible promissory notes | - | 200,767 | ||||||
Short term loans payable | 74,791 | 18,977 | ||||||
Short term loans payable – related parties | 1,450 | 46,306 | ||||||
Deposit for shares to be issued | 9,560 | - | ||||||
Deferred revenue | 24,990 | 24,990 | ||||||
Total Current Liabilities | 1,274,581 | 1,478,934 | ||||||
TOTAL LIABILITIES | 1,274,581 | 1,478,934 | ||||||
Commitments and Contingencies | ||||||||
Stockholders' Deficiency: | ||||||||
Preferred stock, $0.00001 par value, 100,000,000 shares authorized, none issued or outstanding | - | - | ||||||
Common stock, $0.00001 par value, 500,000,000 shares authorized, 319,106,020 and 291,347,036 shares issued and outstanding, respectively. | 3,191 | 2,913 | ||||||
Additional paid-in capital | 18,669,367 | 17,286,695 | ||||||
Deficit accumulated during the development stage | (18,969,046 | ) | (17,365,763 | ) | ||||
Total Stockholders' Deficiency | (296,488 | ) | (76,155 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | $ | 978,093 | $ | 1,402,779 |
For the Period | ||||||||||||
For the Year | For the Year | December 12, | ||||||||||
Ended | Ended | 2006 (inception) | ||||||||||
December 31, | to December 31, | to December 31, | ||||||||||
2013 | 2012 | 2013 | ||||||||||
(Unaudited) | ||||||||||||
Revenue | $ | - | $ | - | $ | 15,887 | ||||||
Cost of Sales | - | - | 12,840 | |||||||||
Gross Profit | - | - | 3,047 | |||||||||
Expenses | ||||||||||||
General and administration | 1,374,871 | 6,265,546 | 16,428,660 | |||||||||
Selling and marketing | 359,659 | 419,702 | 1,298,218 | |||||||||
Software development costs | - | - | 824,292 | |||||||||
Foreign exchange (gain) loss | (28,188 | ) | 14,376 | (38,496 | ) | |||||||
Depreciation | 29,568 | 88,569 | 225,448 | |||||||||
Interest and financing costs | 18,140 | 64,831 | 227,441 | |||||||||
Change in fair value on convertible promissory notes | (34,099 | ) | 150,767 | 116,668 | ||||||||
Gain on extinguishment of convertible promissory notes | (116,668 | ) | - | (116,668 | ) | |||||||
Loss on disposal of equipment | - | - | 6,530 | |||||||||
1,603,283 | 7,003,791 | 18,972,093 | ||||||||||
Net Loss and comprehensive loss | $ | (1,603,283 | ) | $ | (7,003,791 | ) | $ | (18,969,046 | ) | |||
Loss per share - Basic and diluted net | $ | (0.01 | ) | $ | (0.04 | ) | ||||||
Weighted average number of shares outstanding - Basic and diluted | 302,240,028 | 176,907,227 |
Deficit | ||||||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||||||
Preferred Stock | Common Stock | Additional | During the | Total | ||||||||||||||||||||||||
$.00001 par value | $.00001 par value | Paid-In | Development | Stockholders' | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Stage | Equity (Deficit) | ||||||||||||||||||||||
Balance December 12, 2006 (Inception) | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
Issuance of common shares | - | - | 15,000,000 | 150 | (100 | ) | - | 50 | ||||||||||||||||||||
Net loss | - | - | - | - | - | (18,500 | ) | (18,500 | ) | |||||||||||||||||||
Balance December 31, 2006 (Unaudited) | - | - | 15,000,000 | 150 | (100 | ) | (18,500 | ) | (18,450 | ) | ||||||||||||||||||
Issuance of common shares | - | - | 1,721,502 | 17 | 172,608 | - | 172,625 | |||||||||||||||||||||
Net loss | - | - | - | - | - | (232,602 | ) | (232,602 | ) | |||||||||||||||||||
Balance December 31, 2007 (Unaudited) | - | - | 16,721,502 | 167 | 172,508 | (251,102 | ) | (78,427 | ) | |||||||||||||||||||
Net loss | - | - | - | - | - | (65,770 | ) | (65,770 | ) | |||||||||||||||||||
Balance December 31, 2008 (Unaudited) | - | - | 16,721,502 | 167 | 172,508 | (316,872 | ) | (144,197 | ) | |||||||||||||||||||
Shares issued for Rophe Acquisition | - | - | 6,000,000 | 60 | 765,240 | - | 765,300 | |||||||||||||||||||||
Issuance of common shares | - | - | 150,000 | 2 | 14,998 | - | 15,000 | |||||||||||||||||||||
Stock based compensation | - | - | - | - | 7,500 | - | 7,500 | |||||||||||||||||||||
Net Loss | - | - | - | - | - | (440,374 | ) | (440,374 | ) | |||||||||||||||||||
Balance December 31, 2009 (Unaudited) | - | - | 22,871,502 | 229 | 960,246 | (757,246 | ) | 203,229 | ||||||||||||||||||||
Issuance of common shares | - | - | 1,133,664 | 12 | 170,038 | - | 170,050 | |||||||||||||||||||||
Issuance of common shares | - | - | 1,580,000 | 16 | 277,364 | - | 277,380 | |||||||||||||||||||||
Issuance of common share warrants | - | - | - | - | 117,620 | - | 117,620 | |||||||||||||||||||||
Shares issued to officers and directors | - | - | 13,500,000 | 135 | 3,374,865 | - | 3,375,000 | |||||||||||||||||||||
Net Loss | - | - | - | - | - | (3,662,252 | ) | (3,662,252 | ) | |||||||||||||||||||
Balance December 31, 2010 (Unaudited) (As previously stated) | - | $ | - | 39,085,166 | $ | 392 | $ | 4,900,133 | $ | (4,419,498 | ) | $ | 481,027 | |||||||||||||||
Correction of error (Note 15) | - | - | - | - | 604,774 | (604,774 | ) | - | ||||||||||||||||||||
Balance December 31, 2010 (Unaudited) | - | $ | - | 39,085,166 | $ | 392 | $ | 5,504,907 | $ | (5,024,272 | ) | $ | 481,027 | |||||||||||||||
Issuance of common shares | - | - | 13,604,132 | 136 | 718,558 | - | 718,694 | |||||||||||||||||||||
Shares issued to officers, directors, employees and others | - | - | 58,500,000 | 585 | 3,124,415 | - | 3,125,000 | |||||||||||||||||||||
Shares issued for repayment of consulting fees | - | - | 1,000,000 | 10 | 69,990 | - | 70,000 | |||||||||||||||||||||
Settlement of accounts payable by common shares | - | - | 883,334 | 8 | 49,426 | - | 49,434 | |||||||||||||||||||||
Net Loss | - | - | - | - | - | (5,337,700 | ) | (5,337,700 | ) | |||||||||||||||||||
Balance December 31, 2011 (Audited) | - | $ | - | 113,072,632 | $ | 1,131 | $ | 9,467,296 | $ | (10,361,972 | ) | $ | (893,545 | ) | ||||||||||||||
Issuance of common shares | - | - | 52,589,910 | 526 | 2,628,971 | - | 2,629,497 | |||||||||||||||||||||
Shares issued to employees and others for Services | - | - | 117,834,494 | 1,178 | 4,745,238 | - | 4,746,416 | |||||||||||||||||||||
Shares issued for repayment of consulting Fees | - | - | 5,000,000 | 50 | 349,950 | - | 350,000 | |||||||||||||||||||||
Settlement of accounts payable by common shares | - | - | 350,000 | 3 | 35,424 | - | 35,427 | |||||||||||||||||||||
Settlement of compensation to past officer | - | - | 500,000 | 5 | 59,995 | - | 60,000 | |||||||||||||||||||||
Commitment shares held in trust by Kodiak (Note 3) | - | - | 2,000,000 | 20 | 99,980 | - | 100,000 | |||||||||||||||||||||
Receivable on stock subscription | - | - | - | - | (100,159 | ) | - | (100,159 | ) | |||||||||||||||||||
Net Loss | - | - | - | - | - | (7,003,791 | ) | (7,003,791 | ) | |||||||||||||||||||
Balance December 31, 2012 (Audited) | - | $ | - | 291,347,036 | $ | 2,913 | $ | 17,286,695 | $ | (17,365,763 | ) | $ | (76,155 | ) | ||||||||||||||
Issuance of common shares | - | - | 26,402,460 | 264 | 1,319,860 | - | 1,320,124 | |||||||||||||||||||||
Shares issued for consulting fees | - | - | 200,000 | 2 | 4,998 | - | 5,000 | |||||||||||||||||||||
Settlement of short term loans payable by common shares | - | - | 1,156,524 | 12 | 46,249 | - | 46,261 | |||||||||||||||||||||
Gain on extinguishment of loan payable to related party | - | - | - | - | 11,565 | - | 11,565 | |||||||||||||||||||||
Net Loss | - | - | - | - | - | (1,603,283 | ) | (1,603,283 | ) | |||||||||||||||||||
Balance December 31, 2013 (Audited) | - | $ | - | 319,106,020 | $ | 3,191 | $ | 18,669,367 | $ | (18,969,046 | ) | $ | (296,488 | ) |
For the Year Ended December 31, 2013 | For the Year Ended December 31, 2012 | For the Period December 12, 2006 (inception) to December 31, 2013 (Unaudited) | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
Net loss | $ | (1,603,283 | ) | $ | (7,003,791 | ) | $ | (18,969,046 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||||||
Depreciation | 29,568 | 88,569 | 225,448 | |||||||||
Stock-based compensation | 5,000 | 4,729,531 | 11,234,832 | |||||||||
Write-off of deferred financing costs | - | - | 66,064 | |||||||||
Extinguishment loss on revision of terms of loan conversion into shares | - | - | 37,404 | |||||||||
Loss on disposal of equipment | - | - | 6,530 | |||||||||
Non-cash interest accrued | 1,121 | 5,390 | 9,847 | |||||||||
Fair value loss on inception date of convertible promissory note | - | 203,868 | 203,868 | |||||||||
Change in fair value on convertible promissory notes | (34,099 | ) | (53,101 | ) | (87,200 | ) | ||||||
Gain on extinguishment of convertible promissory notes | (116,668 | ) | - | (116,668 | ) | |||||||
Non-cash expenses | - | 415,181 | 428,414 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
Decrease (Increase) in other receivables | (8,300 | ) | (49,625 | ) | (12,275 | ) | ||||||
Decrease (Increase) in prepaid expenses | 112,421 | (54,049 | ) | 36,371 | ||||||||
Increase (Decrease) in accounts payable and accrued liabilities | 23,282 | (232,220 | ) | 1,565,201 | ||||||||
Increase in deferred revenue | - | 24,990 | 24,990 | |||||||||
NET CASH USED IN OPERATING ACTIVITIES | (1,590,958 | ) | (1,925,257 | ) | (5,346,220 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
Cash acquired in Rophe acquisition | - | - | 300 | |||||||||
Purchase of equipment | - | - | (14,418 | ) | ||||||||
CASH USED IN BY INVESTING ACTIVITIES | - | - | (14,118 | ) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
Stockholder advances | 19,840 | - | 61,797 | |||||||||
Proceeds from issuance of common stock | 1,290,124 | 2,235,004 | 5,436,342 | |||||||||
Proceeds for shares to be issued | 9,560 | - | 9,560 | |||||||||
Deferred financing costs | - | - | (26,064 | ) | ||||||||
Repayment of obligations under capital leases | (47,841 | ) | (69,288 | ) | (226,292 | ) | ||||||
(Repayment of) Proceeds from convertible promissory notes | (20,000 | ) | 50,000 | 30,000 | ||||||||
Proceeds from loans payable | 48,278 | 12,165 | 102,443 | |||||||||
CASH PROVIDED BY FINANCING ACTIVITIES | 1,299,961 | 2,227,881 | 5,387,786 | |||||||||
NET (DECREASE) INCREASE IN CASH | (290,997 | ) | 302,624 | 27,448 | ||||||||
CASH | ||||||||||||
Beginning of period | 318,445 | 15,821 | - | |||||||||
End of period | $ | 27,448 | $ | 318,445 | $ | 27,448 | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||||||
Income tax paid | $ | - | $ | - | ||||||||
Interest paid | $ | 18,090 | $ | 45,150 | ||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||||||
Accounts payable as partial consideration for Rophe acquisition | $ | - | $ | - | $ | 100,000 | ||||||
Common stock issued as partial consideration for Rophe acquisition | $ | - | $ | - | $ | 765,300 | ||||||
Acquisition of equipment under capital lease obligations | $ | - | $ | - | $ | 265,706 | ||||||
Conversion of loans payable into common shares | $ | 57,826 | $ | - | $ | 738,033 | ||||||
Common stock issued to third party for payment of debt | $ | 30,000 | $ | - | $ | 30,000 | ||||||
Maturity of capital lease obligations, included in accounts payable | $ | 108,268 | $ | - | $ | 108,268 | ||||||
Settlement of accounts payable by common shares | $ | - | $ | 35,427 | $ | 84,861 | ||||||
Commitment shares held in trust by Kodiak | $ | - | $ | 100,000 | $ | 100,000 |
• | Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds which trade infrequently); | |
• | Inputs other than quoted prices that are observable for substantially the full term of the asset or liability (examples include interest rate and currency swaps); and | |
• | Inputs that are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability (examples include certain securities and derivatives). |
December 31, 2013 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Cash | $ | 27,448 | $ | - | $ | - | $ | 27,448 |
December 31, 2012 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Cash | $ | 318,445 | $ | - | $ | - | $ | 318,445 | ||||||||
Liabilities: | ||||||||||||||||
Convertible promissory notes | $ | 200,767 | $ | - | $ | - | $ | 200,767 |
· | Kodiak has purchased an aggregate of $2,000,000 of Kallo common stock or six (6) months after the effective date; |
· | Kallo files or otherwise enters an order for relief in bankruptcy; or |
· | Kallo common stock ceases to be registered under the Securities Exchange Act of 1934 (the |
Weighted Average | Weighted Average | ||||||||||
Number of Warrants | Exercise Price | Number of Warrants | Exercise Price | ||||||||
Balance, December 31, 2010 (Unaudited) | 1,580,000 | $ | 0.50 | ||||||||
Balance, December 31, 2011 | 1,580,000 | $ | 0.50 | ||||||||
Granted | - | - | - | - | |||||||
Cancelled | - | - | - | - | |||||||
Exercised | - | - | - | - | |||||||
Balance, December 31, 2011 | 1,580,000 | $ | 0.50 | ||||||||
Balance, December 31, 2012 | 1,580,000 | $ | 0.50 | ||||||||
Granted | - | - | |||||||||
Balance, December 31, 2012 | 1,580,000 | $ | 0.50 | ||||||||
Balance, December 31, 2013 | 1,580,000 | $ | 0.50 |
December 31, 2012 | December 31, 2011 | 2013 | 2012 | |||||||||
Computer equipment under capital lease | $ | 223,683 | $ | 223,683 | $ | 223,683 | $ | 223,683 | ||||
Nexus computer equipment under capital lease | 42,023 | 42,023 | 42,023 | 42,023 | ||||||||
Total Equipment | 265,706 | 265,706 | 265,706 | 265,706 | ||||||||
Less accumulated depreciation | (188,165) | (99,596) | (217,733 | ) | (188,165 | ) | ||||||
Equipment – net | $ | 77,541 | $ | 166,110 | $ | 47,973 | $ | 77,541 |
2013 | 2012 | |||||||
Obligation under capital lease to acquire specific equipment in monthly payments of $1,326 including interest at 10% per annum, expiring in November 2013 | $ | - | $ | 21,688 | ||||
Obligation under capital lease to acquire specific equipment in monthly payments of $7,212 including interest at 10% per annum, expiring in October 2013 | - | 86,580 | ||||||
- | 108,268 | |||||||
Less: current portion | - | (108,268 | ) | |||||
$ | - | $ | - |
December 31, 2012 | December 31, 2011 | |||
Obligation under capital lease to acquire specific equipment in monthly payments of $1,326 including interest at 10% per annum, expiring in November 2013 | $ | 21,688 | $ | 21,197 |
Obligation under capital lease to acquire specific equipment in monthly payments of $7,212 including interest at 10% per annum, expiring in October 2013 | 86,580 | 156,359 | ||
108,268 | 177,556 | |||
Less: current portion | (108,268) | (94,377) | ||
$ | - | $ | 83,179 |
2013 | $ | 108,540 |
108,540 | ||
Less: imputed interest | (272) | |
$ | 108,268 |
Within one year | $ | 109,044 |
$ | 109,044 |
Within one year | $ | 61,203 | ||
$ | 61,203 |
Cash received from convertible promissory notes | $ | 50,000 | $ | 50,000 | ||
Fair value loss on inception date | 203,868 | 203,868 | ||||
Fair value of convertible promissory notes on inception date | 253,868 | 253,868 | ||||
Change in fair value | (53,101) | |||||
Change in fair value (gain) | (53,101 | ) | ||||
Fair value as at December 31, 2012 | $ | 200,767 | 200,767 | |||
Repayment of convertible promissory note | (50,000 | ) | ||||
Gain on extinguishment of convertible promissory note | (116,668 | ) | ||||
Change in fair value (gain) | (34,099 | ) | ||||
Fair value as at December 31, 2013 | $ | - |
2013 | 2012 | |||||||
Promissory note bearing interest at 10% per annum, due January 10, 2014 | $ | 25,664 | $ | - | ||||
Promissory note bearing interest at 10% per annum, due January 15, 2014 | 25,528 | - | ||||||
Promissory note to director bearing interest at 6% per annum, due July 31, 2012 | - | 31,450 | ||||||
Non-interest bearing advances from director | 1,450 | 5,000 | ||||||
Non-interest bearing advances from officer | - | 9,856 | ||||||
Non-interest bearing short term funding from third parties | 23,599 | 18,977 | ||||||
$ | 76,241 | $ | 65,283 |
Year ended December 31, | ||||||||||||
2012 | 2011 | 2013 | 2012 | |||||||||
Net loss for the year | $ | (7,003,791) | $ | (5,337,700) | $ | (1,603,283 | ) | $ | (7,003,791 | ) | ||
Effective statutory rate | 34% | 34% | 34 | % | 34 | % | ||||||
Expected tax recovery | $ | (2,381,289) | $ | (1,814,818) | $ | (545,116 | ) | $ | (2,381,289 | ) | ||
Net effects of non deductible items | 1,608,041 | 1,060,511 | ||||||||||
Valuation allowance | 773,248 | 754,307 | ||||||||||
Net effects of non deductible and allowable items | (51,197 | ) | 1,608,041 | |||||||||
Change in valuation allowance | 596,313 | 773,248 | ||||||||||
$ | - | $ | - | $ | - | $ | - |
December 31, | ||||||||||||
2012 | 2011 | 2013 | 2012 | |||||||||
Net operating loss carry forward | $ | 1,875,506 | $ | 984,718 | $ | 2,538.950 | $ | 1,875,506 | ||||
Equipment | (153,616) | (31,190) | (220,747 | ) | (153,616 | ) | ||||||
Valuation allowance | (1,721,889) | (953,528) | (2,318.203 | ) | (1,721,889 | ) | ||||||
Net deferred tax assets | $ | - | $ | - | ||||||||
Deferred tax assets, net of valuation allowance | $ | - | $ | - |
2014 | $ | 14,787 |
2013 | $ | 31,796 |
Total | $ | 31,796 |
2013 | $ | 108,540 |
108,540 | ||
Less: imputed interest | (272) | |
$ | 108,268 |
- | equal to $20,000,000, payable as to an advance of $300,000 immediately after the loan agreement for the Kallo MobileCare and RuralCare program is signed by the Minister of Finance of the Republic of Guinea and the remainder within 7 to 14 business days of receipt of payment for the Project by Kallo in proportion to the payments received by Kallo. |
- | equal to $4,000,000, payable within 7 to 14 business days of receipt of payment for the Project by Kallo in proportion to the payments received by Kallo. In addition, a performance incentive payment of $1,000,000 will be payable to three persons related to the third party in accordance to the same terms of payment described herein. |
· | Additional Paid-In Capital was increased by $604,774 to record the forgiveness of obligations due to directors and officers which should have been treated as a capital transaction |
· | Deficit accumulated during the development stage was increased by $604,774 to reverse the wrong entry made to stock-based compensation expense during 2010. |
· | Additional Paid-In Capital was increased by $604,774 |
· | Deficit accumulated during the development stage was increased by $604,774 |
Financial statement line item (Balances affected) | Actual 2010 | Correction of Error | Restated Actual 2010 | Actual 2010 | Correction of Error | Restated Actual 2010 |
Balance sheet (extract) | ||||||
Shareholders’ Deficiency | ||||||
Shareholders' Deficiency | ||||||
Common stock | 392 | 392 | 392 | 392 | ||
Additional paid-in capital | 4,900,133 | 604,774 | 5,504,907 | 4,900,133 | 604,774 | 5,504,907 |
Deficit accumulated during the development stage | (4,419,498) | (604,774) | (5,024,272) | (4,419,498) | (604,774) | (5,024,272) |
Total Stockholders’ Equity (Deficiency) | 481,027 | - | 481,027 | |||
Total Stockholders' Equity (Deficiency) | 481,027 | - | 481,027 |
Financial statement line item (Balances affected) | Actual 2011 | Correction of Error | Restated Actual 2011 |
Balance sheet (extract) | |||
Shareholders’ Deficiency | |||
Common stock | 1,131 | 1,131 | |
Additional paid-in capital | 8,862,522 | 604,774 | 9,467,296 |
Deficit accumulated during the development stage | (9,757,198) | (604,774) | (10,361,972) |
Total Stockholders’ Deficiency | (893,545) | - | (893,545) |
Financial statement line item (Balances affected) | Actual 2011 | Correction of Error | Restated Actual 2011 |
Balance sheet (extract) | |||
Shareholders' Deficiency | |||
Common stock | 1,131 | 1,131 | |
Additional paid-in capital | 8,862,522 | 604,774 | 9,467,296 |
Deficit accumulated during the development stage | (9,757,198) | (604,774) | (10,361,972) |
Total Stockholders' Deficiency | (893,545) | - | (893,545) |
- | equal to $20,000,000, payable as to an advance of $300,000 immediately after the loan agreement for the Kallo MobileCare and RuralCare program is signed by the Minister of Finance of the Republic of Guinea and the remained within 7 to 14 business days of receipt of payment for the Project by Kallo in proportion to the payments received by Kallo per agreement signed on December 6, 2013. |
- | equal to $4,000,000, payable within 7 to 14 business days of receipt of payment for the Project by Kallo in proportion to the payments received by Kallo. In addition, a performance incentive payment of $1,000,000 will be payable to three persons related to the third party in accordance to the same terms of payment described herein per agreement signed on February 18, 2014. |
SEC registration fee | $ | 5,000 |
Accounting/administrative fees and expenses | 20,000 | |
Blue Sky fees/expenses | 0 | |
Legal fees/expenses | 25,000 | |
Transfer Agent fees | 0 | |
TOTAL | $ | 50,000 |
SEC registration fee | $ | 5,000 |
Printing expenses | 0 | |
Accounting/administrative fees and expenses | 20,000 | |
Blue Sky fees/expenses | 0 | |
Legal fees/expenses | 25,000 | |
Escrow fees/expenses | 0 | |
Transfer Agent fees | 0 | |
TOTAL | $ | 50,000 |
Name | Number of Shares | Consideration |
Vince Leitao | 5,000,000 | $500.00 |
John Cecil | 2,500,000 | $250.00 |
Samuel Baker | 1,000,000 | $100.00 |
Leonard Steinmetz | 3,000,000 | $300.00 |
John Cecil | 27,500,000 | |||||
Vince Leitao | 11,000,000 | |||||
Samuel Baker | 6,000,000 | |||||
Mario | D'Souza | 5,000,000 | ||||
Lloyd Chiotti | 3,000,000 | |||||
Rajni Kassett | 2,000,000 |
Incorporated by reference | Filed | Incorporated by reference | Filed | |||||||
Exhibit | Document Description | Form | Date | Number | herewith | Document Description | Form | Date | Number | herewith |
2.1 | Articles of Merger. | 8-K | 1/21/11 | 2.1 | Articles of Merger. | 8-K | 1/21/11 | 2.1 | ||
3.1 | Articles of Incorporation. | SB-2 | 3/05/07 | 3.1 | Articles of Incorporation. | SB-2 | 3/05/07 | 3.1 | ||
3.2 | Bylaws. | SB-2 | 3/05/07 | 3.2 | Bylaws. | SB-2 | 3/05/07 | 3.2 | ||
4.1 | Specimen Stock Certificate. | SB-2 | 3/05/07 | 4.1 | Specimen Stock Certificate. | SB-2 | 3/05/07 | 4.1 | ||
5.1 | Opinion of The Law Office of Conrad C. Lysiak, P.S. | S-1/A-2 | 4/01/13 | 5.1 | Opinion of The Law Office of Conrad C. Lysiak, P.S. | X | ||||
10.1 | Option Agreement. | SB-2 | 3/05/07 | 10.1 | ||||||
10.2 | Lease Agreement. | SB-2 | 3/05/07 | 10.1 | ||||||
10.3 | Agreement with Rophe Medical Technologies Inc. dated December 11, 2009. | 10-K | 3/31/10 | 10.2 | Agreement with Rophe Medical Technologies Inc. dated December 11, 2009. | 10-K | 3/31/10 | 10.2 | ||
10.4 | Amended Agreement with Rophe Medical Technologies Inc. dated December 18, 2009. | 10-K | 3/31/10 | 10.3 | Amended Agreement with Rophe Medical Technologies Inc. dated December 18, 2009. | 10-K | 3/31/10 | 10.3 | ||
10.5 | Amended Agreement with Rophe Medical Technologies Inc. dated March 16, 2010. | 10-K | 3/31/10 | 10.4 | ||||||
10.6 | Investment Agreement with Kodiak Capital Group, LLC dated October 20, 2014. | X | ||||||||
10.5 | Amended Agreement with Rophe Medical Technologies Inc. dated March 16, 2010. | 10-K | 3/31/10 | 10.4 | |
10.6 | Investment Agreement with Kodiak Capital Group, LLC. | S-1 | 10/24/12 | 10.6 | |
10.7 | Consulting Agreement with Ten Associate LLC. | S-1 | 5/24/10 | 10.7 | |
10.8 | Employment Agreement with Leonard Steinmetz. | S-1 | 5/24/10 | 10.8 | |
10.9 | Employment Agreement with Samuel Baker. | S-1 | 5/24/10 | 10.9 | |
10.10 | Employment Agreement with John Cecil. | S-1 | 5/24/10 | 10.10 | |
10.11 | Employment Agreement with Mary Kricfalusi. | S-1 | 5/24/10 | 10.11 | |
10.12 | Employment Agreement with Vince Leitao. | S-1 | 5/24/10 | 10.12 | |
10.13 | Amended Consulting Agreement with Ten Associate LLC dated October 5, 2010. | 8-K | 10/14/10 | 10.13 | |
10.14 | Agreement with Jarr Capital Corp. | 8-K | 11/17/10 | 10.1 | |
10.15 | Agreement with Mary Kricfalusi. | 8-K | 11/19/10 | 10.1 | |
10.16 | Agreement with Herb Adams. | 8-K | 11/19/10 | 10.2 | |
10.17 | North American Authorized Agency Agreement with Advanced Software Technologies, Inc. | 8-K | 12/16/10 | 10.1 | |
10.18 | Amended Agreement with Jarr Capital Corp. | 8-K | 2/22/11 | 10.1 | |
10.19 | Termination of Employment Agreement with John Cecil. | 8-K | 2/22/11 | 10.2 | |
10.20 | Termination of Employment Agreement with Vince Leitao. | 8-K | 2/22/11 | 10.3 | |
10.21 | Termination of Employment Agreement with Samuel Baker. | 8-K | 2/22/11 | 10.4 | |
10.22 | Services Agreement with Buchanan Associates Computer Consulting Ltd. | 10-K | 5/18/11 | 10.1 | |
10.23 | Equipment Lease Agreement with Buchanan Associates Computer Consulting Ltd. | 10-K | 5/18/11 | 10.2 | |
10.24 | Agreement with Mansfield Communications Inc. | 10-K | 5/18/11 | 10.3 | |
10.25 | Agreement with Watt International Inc. | 10-K | 5/18/11 | 10.4 | |
10.26 | Pilot EMR Agreement with Nexus Health Management Inc. | 10-K | 5/18/11 | 10.5 |
10.7 | Amended Agreement with Jarr Capital Corp. | 8-K | 2/22/11 | 10.1 | |
10.8 | Termination of Employment Agreement with John Cecil. | 8-K | 2/22/11 | 10.2 | |
10.8 | Termination of Employment Agreement with Vince Leitao. | 8-K | 2/22/11 | 10.3 | |
10.9 | Termination of Employment Agreement with Samuel Baker. | 8-K | 2/22/11 | 10.4 | |
10.10 | Services Agreement with Buchanan Associates Computer Consulting Ltd. | 10-K | 5/18/11 | 10.1 | |
10.11 | Equipment Lease Agreement with Buchanan Associates Computer Consulting Ltd. | 10-K | 5/18/11 | 10.2 | |
10.12 | Agreement with Mansfield Communications Inc. | 10-K | 5/18/11 | 10.3 | |
10.13 | Agreement with Watt International Inc. | 10-K | 5/18/11 | 10.4 | |
10.14 | Pilot EMR Agreement with Nexus Health Management Inc. | 10-K | 5/18/11 | 10.5 | |
10.15 | 2011 Non-Qualified Stock Option Plan. | S-8 | 6/27/11 | 10.1 | |
10.16 | Multimedia Contractual Agreement with David Miller. | 8-K | 10/28/11 | 10.1 | |
10.17 | Strategic Alliance Agreement with Petro Data Management Services Limited and Gateway Global Fabrication Ltd. | 8-K | 11/02/11 | 10.1 | |
10.18 | Independent Contractor Agreement with Savers Drug Mart. | 8-K | 1/26/12 | 10.1 | |
10.19 | 2012 Non-Qualified Stock Option Plan. | S-8 | 9/06/12 | 10.1 | |
10.20 | Memorandum of Offering with Ministry of Health of Republic of Ghana. | S-1/A-3 | 6/26/13 | 10.32 | |
10.21 | Addendum to Investment Agreement with Kodiak. | S-1/A-4 | 7/31/13 | 10.33 | |
10.22 | Second Addendum to Investment Agreement with Kodiak. | S-1 | 8/25/14 | 10.34 | |
10.23 | Email from Kodiak. | S-1/A-1 | 9/24/14 | 10.35 | |
10.24 | Email from Kodiak. | S-1/A-1 | 9/24/14 | 10.36 | |
14.1 | Code of Ethics. | S-1 | 8/25/14 | 14.2 | |
16.1 | Letter from Collins Barrow Toronto LLP. | 8-K/A-1 | 2/15/12 | 16.3 | |
16.2 | Letter from Schwartz Levitsky Feldman LLP. | 8-K/A-3 | 8/13/14 | 16.1 | |
21.1 | List of Subsidiary Companies. | 10-K | 3/31/10 | 21.1 | |
23.1 | Consent of Schwartz Levitsky Feldman LLP. | X | |||
23.2 | Consent of MaloneBailey LLP. | X |
10.27 | 2011 Non-Qualified Stock Option Plan. | S-8 | 6/27/11 | 10.1 | |
10.28 | Multimedia Contractual Agreement with David Miller. | 8-K | 10/28/11 | 10.1 | |
10.29 | Strategic Alliance Agreement with Petro Data Management Services Limited and Gateway Global Fabrication Ltd. | 8-K | 11/02/11 | 10.1 | |
10.30 | Independent Contractor Agreement with Savers Drug Mart. | 8-K | 1/26/12 | 10.1 | |
10.31 | 2012 Non-Qualified Stock Option Plan. | S-8 | 9/06/12 | 10.1 | |
10.32 | Memorandum of Offering with Ministry of Health of Republic of Ghana. | S-1/A-3 | 6/26/13 | 10.32 | |
10.33 | Addendum to Investment Agreement with Kodiak. | S-1/A-4 | 7/31/13 | 10.33 | |
14.1 | Code of Ethics. | 10-K | 4/15/08 | 14.1 | |
16.1 | Letter from Collins Barrow Toronto LLP. | 8-K/A-1 | 2/15/12 | 16.3 | |
21.1 | List of Subsidiary Companies. | 10-K | 3/31/10 | 21.1 | |
23.1 | Consent of Schwartz Levitsky Feldman LLP. | X | |||
23.2 | Consent of The Law Office of Conrad C. Lysiak, P.S. | X | |||
99.1 | Audit Committee Charter. | 10-K | 4/15/08 | 99.1 | |
99.2 | Disclosure Committee Charter. | 10-K | 4/15/08 | 99.2 | |
101.INS | XBRL Instance Document. | X | |||
101.SCH | XBRL Taxonomy Extension – Schema. | X | |||
101.CAL | XBRL Taxonomy Extension – Calculations. | X | |||
101.DEF | XBRL Taxonomy Extension – Definitions. | X | |||
101.LAB | XBRL Taxonomy Extension – Labels. | X | |||
101.PRE | XBRL Taxonomy Extension – Presentation. | X |
23.3 | Consent of The Law Office of Conrad C. Lysiak, P.S. | X | |||
99.1 | Audit Committee Charter. | 10-K | 4/15/08 | 99.1 | |
99.2 | Disclosure Committee Charter. | 10-K | 4/15/08 | 99.2 | |
99.3 | FCPA Code. | S-1 | 8/25/14 | 99.3 | |
101.INS | XBRL Instance Document. | X | |||
101.SCH | XBRL Taxonomy Extension – Schema. | X | |||
101.CAL | XBRL Taxonomy Extension – Calculations. | X | |||
101.DEF | XBRL Taxonomy Extension – Definitions. | X | |||
101.LAB | XBRL Taxonomy Extension – Labels. | X | |||
101.PRE | XBRL Taxonomy Extension – Presentation. | X |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to: |
(a) | include any prospectus required by Section 10(a)(3) of the Securities Act; |
(b) | reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in maximum aggregate offering price set forth in the |
(c) | include any additional or changed material information with respect to the plan of distribution. |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | To provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. |
(5) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective. |
(6) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(7) | For the purpose of determining liability under the Securities Act to any purchaser: |
Each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(8) | For the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of securities: |
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(a) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 of this chapter; |
(b) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(c) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(d) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
B. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
C. | To provide to the underwriter at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. |
D. | The undersigned Registrant hereby undertakes that: |
(1) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(2) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
KALLO INC. | ||
(the | ||
BY: | JOHN CECIL | |
John Cecil | ||
Principal Executive Officer, Principal Financial | ||
Officer, Principal Accounting Officer, and a Chairman of the Board of Directors | ||
BY: | VINCE LEITAO | |
Vince Leitao | ||
President, Chief Operating Officer and a member of the Board of Directors |
Signature | Title | Date |
JOHN CECIL | Principal Executive Officer, Principal | |
John Cecil | Financial Officer, Principal Accounting Officer, | |
and Chairman of the Board of Directors | ||
VINCE LEITAO | President, Chief Operating Officer and a member | |
Vince Leitao | of the Board of Directors | |
SAMUEL BAKER | Corporate Secretary and a member of the Board | |
Samuel Baker | of Directors | |
LLOYD A. CHIOTTI | Director | |
Lloyd A. Chiotti |
Incorporated by reference | Filed | ||||
Exhibit | Document Description | Form | Date | Number | herewith |
2.1 | Articles of Merger. | 8-K | 1/21/11 | 2.1 | |
3.1 | Articles of Incorporation. | SB-2 | 3/05/07 | 3.1 | |
3.2 | Bylaws. | SB-2 | 3/05/07 | 3.2 | |
4.1 | Specimen Stock Certificate. | SB-2 | 3/05/07 | 4.1 | |
5.1 | Opinion of The Law Office of Conrad C. Lysiak, P.S. | S-1/A-2 | 4/01/13 | 5.1 | |
10.1 | Option Agreement. | SB-2 | 3/05/07 | 10.1 | |
10.2 | Lease Agreement. | SB-2 | 3/05/07 | 10.1 | |
10.3 | Agreement with Rophe Medical Technologies Inc. dated December 11, 2009. | 10-K | 3/31/10 | 10.2 | |
10.4 | Amended Agreement with Rophe Medical Technologies Inc. dated December 18, 2009. | 10-K | 3/31/10 | 10.3 | |
10.5 | Amended Agreement with Rophe Medical Technologies Inc. dated March 16, 2010. | 10-K | 3/31/10 | 10.4 | |
10.6 | Investment Agreement with Kodiak Capital Group, LLC. | S-1 | 10/24/12 | 10.6 | |
10.7 | Consulting Agreement with Ten Associate LLC. | S-1 | 5/24/10 | 10.7 | |
10.8 | Employment Agreement with Leonard Steinmetz. | S-1 | 5/24/10 | 10.8 | |
10.9 | Employment Agreement with Samuel Baker. | S-1 | 5/24/10 | 10.9 | |
10.10 | Employment Agreement with John Cecil. | S-1 | 5/24/10 | 10.10 | |
10.11 | Employment Agreement with Mary Kricfalusi. | S-1 | 5/24/10 | 10.11 | |
10.12 | Employment Agreement with Vince Leitao. | S-1 | 5/24/10 | 10.12 | |
10.13 | Amended Consulting Agreement with Ten Associate LLC dated October 5, 2010. | 8-K | 10/14/10 | 10.13 | |
10.14 | Agreement with Jarr Capital Corp. | 8-K | 11/17/10 | 10.1 | |
10.15 | Agreement with Mary Kricfalusi. | 8-K | 11/19/10 | 10.1 | |
10.16 | Agreement with Herb Adams. | 8-K | 11/19/10 | 10.2 |
10.17 | North American Authorized Agency Agreement with Advanced Software Technologies, Inc. | 8-K | 12/16/10 | 10.1 | |
10.18 | Amended Agreement with Jarr Capital Corp. | 8-K | 2/22/11 | 10.1 | |
10.19 | Termination of Employment Agreement with John Cecil. | 8-K | 2/22/11 | 10.2 | |
10.20 | Termination of Employment Agreement with Vince Leitao. | 8-K | 2/22/11 | 10.3 | |
10.21 | Termination of Employment Agreement with Samuel Baker. | 8-K | 2/22/11 | 10.4 | |
10.22 | Services Agreement with Buchanan Associates Computer Consulting Ltd. | 10-K | 5/18/11 | 10.1 | |
10.23 | Equipment Lease Agreement with Buchanan Associates Computer Consulting Ltd. | 10-K | 5/18/11 | 10.2 | |
10.24 | Agreement with Mansfield Communications Inc. | 10-K | 5/18/11 | 10.3 | |
10.25 | Agreement with Watt International Inc. | 10-K | 5/18/11 | 10.4 | |
10.26 | Pilot EMR Agreement with Nexus Health Management Inc. | 10-K | 5/18/11 | 10.5 | |
10.27 | 2011 Non-Qualified Stock Option Plan. | S-8 | 6/27/11 | 10.1 | |
10.28 | Multimedia Contractual Agreement with David Miller. | 8-K | 10/28/11 | 10.1 | |
10.29 | Strategic Alliance Agreement with Petro Data Management Services Limited and Gateway Global Fabrication Ltd. | 8-K | 11/02/11 | 10.1 | |
10.30 | Independent Contractor Agreement with Savers Drug Mart. | 8-K | 1/26/12 | 10.1 | |
10.31 | 2012 Non-Qualified Stock Option Plan. | S-8 | 9/06/12 | 10.1 | |
10.32 | Memorandum of Offering with Ministry of Health of Republic of Ghana. | S-1/A-3 | 6/26/13 | 10.32 | |
10.33 | Addendum to Investment Agreement with Kodiak. | S-1/A-4 | 7/31/13 | 10.33 | |
14.1 | Code of Ethics. | 10-K | 4/15/08 | 14.1 | |
16.1 | Letter from Collins Barrow Toronto LLP. | 8-K/A-1 | 2/15/12 | 16.3 | |
21.1 | List of Subsidiary Companies. | 10-K | 3/31/10 | 21.1 |
23.1 | Consent of Schwartz Levitsky Feldman LLP. | X | |||
23.2 | Consent of The Law Office of Conrad C. Lysiak, P.S. | X | |||
99.1 | Audit Committee Charter. | 10-K | 4/15/08 | 99.1 | |
99.2 | Disclosure Committee Charter. | 10-K | 4/15/08 | 99.2 | |
101.INS | XBRL Instance Document. | X | |||
101.SCH | XBRL Taxonomy Extension – Schema. | X | |||
101.CAL | XBRL Taxonomy Extension – Calculations. | X | |||
101.DEF | XBRL Taxonomy Extension – Definitions. | X | |||
101.LAB | XBRL Taxonomy Extension – Labels. | X | |||
101.PRE | XBRL Taxonomy Extension – Presentation. | X |
Incorporated by reference | Filed | ||||
Exhibit | Document Description | Form | Date | Number | herewith |
2.1 | Articles of Merger. | 8-K | 1/21/11 | 2.1 | |
3.1 | Articles of Incorporation. | SB-2 | 3/05/07 | 3.1 | |
3.2 | Bylaws. | SB-2 | 3/05/07 | 3.2 | |
4.1 | Specimen Stock Certificate. | SB-2 | 3/05/07 | 4.1 | |
5.1 | Opinion of The Law Office of Conrad C. Lysiak, P.S. | X | |||
10.3 | Agreement with Rophe Medical Technologies Inc. dated December 11, 2009. | 10-K | 3/31/10 | 10.2 | |
10.4 | Amended Agreement with Rophe Medical Technologies Inc. dated December 18, 2009. | 10-K | 3/31/10 | 10.3 | |
10.5 | Amended Agreement with Rophe Medical Technologies Inc. dated March 16, 2010. | 10-K | 3/31/10 | 10.4 | |
10.6 | Investment Agreement with Kodiak Capital Group, LLC dated October 20, 2014. | X | |||
10.7 | Amended Agreement with Jarr Capital Corp. | 8-K | 2/22/11 | 10.1 | |
10.8 | Termination of Employment Agreement with John Cecil. | 8-K | 2/22/11 | 10.2 | |
10.9 | Termination of Employment Agreement with Vince Leitao. | 8-K | 2/22/11 | 10.3 | |
10.10 | Termination of Employment Agreement with Samuel Baker. | 8-K | 2/22/11 | 10.4 | |
10.11 | Services Agreement with Buchanan Associates Computer Consulting Ltd. | 10-K | 5/18/11 | 10.1 | |
10.12 | Equipment Lease Agreement with Buchanan Associates Computer Consulting Ltd. | 10-K | 5/18/11 | 10.2 | |
10.13 | Agreement with Mansfield Communications Inc. | 10-K | 5/18/11 | 10.3 | |
10.14 | Agreement with Watt International Inc. | 10-K | 5/18/11 | 10.4 | |
10.15 | Pilot EMR Agreement with Nexus Health Management Inc. | 10-K | 5/18/11 | 10.5 | |
10.16 | 2011 Non-Qualified Stock Option Plan. | S-8 | 6/27/11 | 10.1 | |
10.17 | Multimedia Contractual Agreement with David Miller. | 8-K | 10/28/11 | 10.1 | |
10.18 | Strategic Alliance Agreement with Petro Data Management Services Limited and Gateway Global Fabrication Ltd. | 8-K | 11/02/11 | 10.1 |
10.19 | Independent Contractor Agreement with Savers Drug Mart. | 8-K | 1/26/12 | 10.1 | |
10.20 | 2012 Non-Qualified Stock Option Plan. | S-8 | 9/06/12 | 10.1 | |
10.21 | Memorandum of Offering with Ministry of Health of Republic of Ghana. | S-1/A-3 | 6/26/13 | 10.32 | |
10.22 | Addendum to Investment Agreement with Kodiak. | S-1/A-4 | 7/31/13 | 10.33 | |
10.23 | Second Addendum to Investment Agreement with Kodiak. | S-1 | 8/25/14 | 10.34 | |
10.24 | Email from Kodiak. | S-1/A-1 | 9/24/14 | 10.35 | |
10.25 | Email from Kodiak. | S-1/A-1 | 9/24/14 | 10.36 | |
14.1 | Code of Ethics. | S-1 | 8/25/14 | 14.2 | |
16.1 | Letter from Collins Barrow Toronto LLP. | 8-K/A-1 | 2/15/12 | 16.3 | |
16.2 | Letter from Schwartz Levitsky Feldman LLP. | 8-K/A-3 | 8/13/14 | 16.1 | |
21.1 | List of Subsidiary Companies. | 10-K | 3/31/10 | 21.1 | |
23.1 | Consent of Schwartz Levitsky Feldman LLP. | X | |||
23.2 | Consent of MaloneBailey LLP. | X | |||
23.3 | Consent of The Law Office of Conrad C. Lysiak, P.S. | X | |||
99.1 | Audit Committee Charter. | 10-K | 4/15/08 | 99.1 | |
99.2 | Disclosure Committee Charter. | 10-K | 4/15/08 | 99.2 | |
99.3 | FCPA Code. | S-1 | 8/25/14 | 99.3 | |
101.INS | XBRL Instance Document. | X | |||
101.SCH | XBRL Taxonomy Extension – Schema. | X | |||
101.CAL | XBRL Taxonomy Extension – Calculations. | X | |||
101.DEF | XBRL Taxonomy Extension – Definitions. | X | |||
101.LAB | XBRL Taxonomy Extension – Labels. | X | |||
101.PRE | XBRL Taxonomy Extension – Presentation. | X |