Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2014 |
Convertible Notes Payable [Text Block] | ' |
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11. Convertible Notes Payable |
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| | Secured | | | Convertible | | | Convertible | | | | | | | |
| | Convertible | | | Redeemable | | | Promissory | | | Convertible | | | Total | |
| | Promissory | | | Notes (b) | | | Notes (c) | | | Notes (d) | | | | |
| | Note (a) | | | | | | | | | | | | | |
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Balance, December 31, 2013 | $ | 2,728,940 | | $ | 271,510 | | $ | 204,094 | | $ | 93,510 | | $ | 3,298,054 | |
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Conversion of notes for shares | | - | | | - | | | (28,125 | ) | | (108,460 | ) | | (136,585 | ) |
Interest and other charges | | 248,270 | | | 88,753 | | | 63,082 | | | 14,950 | | | 415,055 | |
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Balance, September 30, 2014 | $ | 2,977,210 | | $ | 360,263 | | $ | 239,051 | | $ | - | | $ | 3,576,524 | |
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(a) | On November 27, 2013, the Company and the lender entered into a fourth supplemental letter of agreement, pursuant to which the lender agreed that, if the Company pays $2,500,000 (the agreed “Payoff Amount”), by a fixed time on March 31, 2014, such payment would constitute payment in full of any and all obligations due and owing to the lender pursuant to certain secured convertible promissory note issued by the Company to the lender and certain other agreements between the two parties. All other terms and conditions of the original letter of agreement remained in full force and effect. | | | | | | | | | | | | | | |
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| On March 27, 2014, the Company and the lender agreed to replace reference to the Payoff Amount and accept an amount equal to $2,750,000, so long as such payment was made on or before June 30, 2014. All other terms and conditions of the payoff letter remained in full force and effect. | | | | | | | | | | | | | | |
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| In consideration of the foregoing, the lender agreed, from the date of the letter of agreement through the payoff date (the “Payoff Date”), to forbear from exercising any right or remedy in respect of the secured convertible promissory note and certain other agreements between the parties, including without limitation any right to conversion, right to delivery of shares, right to assignment, purchase right or remedy arising as a result of any default or event of default. The parties had also agreed to a mutual release of claims, subject to and effective upon the receipt and collection of the Payoff Amount as set forth in the letter of agreement. If the Payoff Amount was not paid by the Payoff Date, the lender’s agreement shall be deemed cancelled. | | | | | | | | | | | | | | |
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| The Company was not able to make payment on or before June 30, 2014. As of September 30, 2014, the Company continues to be in default of the payment required on this secured convertible promissory note. The lender continues to have the option to convert all or a portion of its secured convertible promissory note into common shares of the Company. | | | | | | | | | | | | | | |
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(b) | On November 8, 2013, the Company entered into a third letter supplemental letter of agreement with the lender pursuant to which the lender agreed to extend the Payoff Date for the convertible redeemable notes owed from September 30, 2013 to March 31, 2014. All other terms and conditions of the original Letter of Agreement remain in full force and effect. | | | | | | | | | | | | | | |
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| On March 25, 2014, the Company and the lender agreed to replace all references to March 31, 2014 in the payoff letter with June 30, 2014. The Company paid the lender $10 in consideration for this extension to the Payoff Date. All other terms and conditions of the payoff letter remained in full force and effect. | | | | | | | | | | | | | | |
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| In consideration of the foregoing, the lender agreed, from the date of the letter of agreement through the Payoff Date, to forbear from exercising any right or remedy in respect of the convertible redeemable notes and certain other agreements between the parties, including without limitation any right to conversion, right to delivery of shares, right to assignment, purchase right or remedy arising as the result of any default or event of default. The parties had also agreed to a mutual release of claims, subject to and effective upon receipt and collection of the Payoff Amount as set forth in the letter of agreement. If the Payoff Amount was not paid by the Payoff Date, the lender’s agreement shall be deemed cancelled. | | | | | | | | | | | | | | |
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| The Company was not able to make payment on or before June 30, 2014. As of September 30, 2014, the Company continues to be in default of the payment required on these convertible redeemable notes. The lender continues to have the option to convert all or a portion of its convertible redeemable note into common shares of the Company. | | | | | | | | | | | | | | |
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(c) | On November 8, 2013, the Company entered into a third supplemental letter of agreement with the lender, pursuant to which the lender agreed to extend the Payoff Date for the convertible promissory notes owed from September 30, 2013 to March 31, 2014. In consideration for the extension to the Payoff Date, the Company agreed to increase the outstanding balance of the convertible promissory notes and other obligations by $10. All other terms and conditions of the original letter agreements remained in full force and effect. | | | | | | | | | | | | | | |
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| On March 25, 2014, the Company and the lender agreed to replace all references to March 31, 2014 in the payoff letter with June 30, 2014. The Company paid the lender $10 in consideration for this extension to the Payoff Date. All other terms and conditions of the payoff letter remained in full force and effect. | | | | | | | | | | | | | | |
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| In consideration of the foregoing, the lender agreed, from the date of the letter of agreement through the Payoff Date, to forbear from exercising any right or remedy in respect of the convertible promissory notes and certain other agreements between the parties, including without limitation any right to conversion, right to delivery of shares, right to assignment, purchase right or remedy arising as the result of any default or event of default. The parties had also agreed to a mutual release of claims, subject to and effective upon receipt and collection of the Payoff Amount as set forth in the letter of agreement. If the Payoff Amount was not paid by the Payoff Date, the lender’s agreement shall be deemed cancelled. | | | | | | | | | | | | | | |
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| The Company was not able to make payment on or before June 30, 2014. As of September 30, 2014, the Company continues to be in default of the required payment on the convertible promissory notes. The lender may impose penalties for non-payment. The lender continues to have the option to convert all or a portion of its convertible promissory notes into common shares of the Company. | | | | | | | | | | | | | | |
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| On August 18, 2014, the lender converted a portion of one of their notes, totaling $28,125 for 2,500,000 common shares of the Company. | | | | | | | | | | | | | | |
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(d) | On November 8, 2013, the Company entered into a third supplemental letter of agreement with the lender, pursuant to which the lender agreed to extend the Payoff Date for the convertible notes owed from September 30, 2013 to March 31, 2014. | | | | | | | | | | | | | | |
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| On March 25, 2014, the Company and the lender agreed to replace all references to March 31, 2014 in the payoff letter with June 30, 2014. The Company paid the lender $10 in consideration for this extension to the Payoff Date. All other terms and conditions of the payoff letter remained in full force and effect. | | | | | | | | | | | | | | |
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| In consideration of the foregoing, the lender agreed, from the date of the letter of agreement through the Payoff Date, to forbear from exercising any right or remedy in respect of the convertible notes and certain other agreements between the parties, including without limitation any right to conversion, right to delivery of shares, right to assignment, purchase right or remedy arising as the result of any default or event of default. The parties have also agreed to a mutual release of claims, subject to and effective upon receipt and collection of the Payoff Amount as set forth in the letter of agreement. If the Payoff Amount is not paid by the Payoff Date, the lender’s agreement shall be deemed cancelled. | | | | | | | | | | | | | | |
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| The Company was not able to make payment on or before June 30, 2014. As of September 30, 2014, the Company continues to be in default of the required payment on these convertible notes. The lender continues to have the option to convert all or a portion of its convertible notes into common shares of the Company. | | | | | | | | | | | | | | |
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| From July 22, 2014 to August 20, 2014, the lender converted their notes in full, with accrued interest, a total of $108,460 for 9,884,147 common shares of the Company. | | | | | | | | | | | | | | |