Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2014 |
Convertible Notes Payable [Text Block] | 12. 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, 2012 | $ | 2,130,048 | | $ | 271,500 | | $ | 194,084 | | $ | 93,500 | | $ | 2,689,132 | |
Interest and other charges | | 476,392 | | | 10 | | | 10,010 | | | 10 | | | 486,422 | |
Issued | | 122,500 | | | - | | | - | | | - | | | 122,500 | |
Balance, December 31, 2013 | | 2,728,940 | | | 271,510 | | | 204,094 | | | 93,510 | | | 3,298,054 | |
Conversion of notes for shares | | - | | | - | | | (28,125 | ) | | (108,460 | ) | | (136,585 | ) |
Interest, penalties and other charges | | 846,573 | | | 105,613 | | | 63,082 | | | 14,950 | | | 1,030,218 | |
Issued | | 200,000 | | | - | | | - | | | - | | | 200,000 | |
Balance, December 31, 2014 | $ | 3,775,513 | | $ | 377,123 | | $ | 239,051 | | $ | - | | $ | 4,391,687 | |
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(a) | On April 12, 2013, the Company entered into a supplemental letter of agreement with the holder of the convertible note providing, amount other things, that if the Company agrees to pay $2,130,048 by June 30, 2013, such payment would constitute payment in full of any and all obligations due and owing under the secured convertible promissory note. | | | | | | | | | | | | | | |
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| On June 3, 2013, the Company entered into an Amendment to the original agreements which consist of the note and warrant purchase agreement dated February 15, 2011 with the lender, secured convertible promissory note of the Company in the principal amount of $2,766,500, 10 secured notes in favor of the Company (each, a “Buyer Note”) and a warrant to purchase common stock of the Company. Under the Amendment, the lender agreed to accelerate payment of a portion of the amounts payable to the Company under the tenth Buyer Note. The aggregate amount the lender agreed to accelerate was $120,000 (the “Payoff Amount”), which the parties agreed was satisfaction in full of the aggregate principal amount owing under the tenth Buyer Note of $200,000. The Company and the buyer agreed that the amount, $120,000, once paid to the Company, will become a Conversion Eligible Tranche under the Note in the amount of $220,000 plus interest and other amounts accrued under the Note. | | | | | | | | | | | | | | |
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| The Payoff Amount was payable in two installments. The first payment of $60,000 was paid upon execution of the Amendment of June 3, 2013. If the Company met all of the Second Payment Conditions at any time during the period beginning July 3, 2013 and continuing until November 30, 2013, the lender would pay the second payment of $60,000. Although the Company had not yet met all of the Second Payment Conditions, the lender agreed to advance the second payment of $60,000 on August 2, 2013 and the Company received such payment. | | | | | | | | | | | | | | |
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| On August 7, 2013, the Company and the lender entered into a second supplemental letter of agreement, pursuant to which the lender agreed to extend the Payoff Date to September 30, 2013. In consideration for the extension to the payoff date, the Company agreed to increase the outstanding balance of certain notes and other obligations to the lender by $30,000. All other terms and conditions of the original Letter Agreement remains in full force and effect. | | | | | | | | | | | | | | |
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| On November 13, 2013, the Company and the lender entered into a third supplemental letter agreement, pursuant to which the lender agreed to extend the Payoff Date for the secured convertible promissory note from September 30, 2013 to December 31, 2013. All other terms and conditions of the original Letter Agreement remains in full force and effect. | | | | | | | | | | | | | | |
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| On November 27, 2013, the Company and the lender entered into a fourth supplemental letter agreement, pursuant to which the lender agreed that, if the Company pays $2,500,000 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 parties. All other terms and conditions of the original Letter remains 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 each case, in consideration of the foregoing supplemental letter agreements, 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 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 any 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 and 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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| On November 7, 2014, the lender requested the conversion of a portion of their secured convertible promissory note, in the amount of $371,700. The Company was not able to complete the conversion and as a result, has incurred penalties, as stipulated by the agreement between the lender and the Company. During the fourth quarter of 2014, the Company was charged penalties of $505,512, by increasing the amount outstanding on the secured convertible promissory note. The lender continues to charge penalties which accrue at approximately $76,000 per week. In addition, interest on the secured convertible promissory note continues to accrue at an annual rate of 12%, compounded daily. | | | | | | | | | | | | | | |
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| On November 10, 2014, the Company received $200,000 on a private placement for 4,000,000 shares of the Company. On receipt, the funds were recorded as additional debt from the lender. The private placement was completed subsequent to the year-end, on January 16, 2015, with the issuance of the 4,000,000 shares of the Company (as noted under Subsequent Events, note 19(c)). | | | | | | | | | | | | | | |
(b) | On April 10, 2013, the Company entered into a supplemental letter of agreement with the holder of the convertible redeemable note providing, among other things, that if the Company agrees to pay $271,500 by June 30, 2013, such payment would constitute payment in full of any and all obligations due and owing under the convertible redeemable note. | | | | | | | | | | | | | | |
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| On July 30, 2013, the Company and the lender entered into a second supplemental letter of agreement, pursuant to which the lender agreed to extend the Payoff Date to September 30, 2013. In consideration for the extension to the payoff date, the Company agreed to increase the outstanding balance of the convertible redeemable notes and other obligations to the lender by $10. All other terms and conditions of the original Letter Agreements remain in full force and effect. | | | | | | | | | | | | | | |
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| 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 redeemable note 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 each case, in consideration of the foregoing supplemental lender agreements, 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 any 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 and 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 notes into common shares of the Company. In addition, interest on the convertible redeemable notes continue to accrue at the rate of 24% per annum. | | | | | | | | | | | | | | |
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| As noted under Subsequent Events (note 19(b)), on January 13, 2015, the lender converted one of their notes, including accrued interest, an amount totaling $170,111, for 5,400,352 common shares of the Company. Further, on March 18, 2015, the lender converted a portion of their remaining note, in the amount of $36,000, for 2,057,143 common shares of the Company. | | | | | | | | | | | | | | |
(c) | On April 9, 2013, the Company entered into a supplemental letter of agreement with the holder of the convertible promissory notes providing, amount other things, that if the Company agrees to pay $194,084 by June 30, 2013, such payment would constitute payment in full of any and all obligations due and owing under the convertible promissory notes. | | | | | | | | | | | | | | |
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| On August 7, 2013, the Company and the lender entered into a second supplemental letter of agreement, pursuant to which the lender agreed to extend the Payoff Date to September 30, 2013. 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 to the lender by $10,000. All other terms and conditions of the original Letter Agreements remain in full force and effect. | | | | | | | | | | | | | | |
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| 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 to the lender by $10. All other terms and conditions of the original Letter Agreements 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 each case, 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 any 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 and 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. In addition, no interest is accruing on the remaining convertible promissory notes. | | | | | | | | | | | | | | |
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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. | | | | | | | | | | | | | | |
(d) | On April 12, 2013, the Company entered into a supplemental letter of agreement with the holder of the convertible notes providing amount other things, that if the Company agrees to pay $93,500 by June 30, 2013, such payment would constitute payment in full of any and all obligations due and owing under the convertible notes. | | | | | | | | | | | | | | |
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| On June 27, 2013, the Company and the lender entered into a second supplemental letter of agreement, pursuant to which the lender agreed to extend the Payoff Date to September 30, 2013. In consideration for the extension to the payoff date, the Company agreed to increase the outstanding balance of the convertible notes and other obligations to the lender by $10. All other terms and conditions of the original Letter Agreements remain in full force and effect. | | | | | | | | | | | | | | |
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| 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 each case, 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 any 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 and 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. |