Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Apr. 15, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Kallo Inc. | |
Document Type | 10-K | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 391,946,160 | |
Entity Public Float | $12,487,516 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1389034 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | 31-Dec-14 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | FY |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ||
Cash | $250,339 | $27,448 |
Other receivables | 11,531 | 12,276 |
Deferred project costs | 24,990 | |
Prepaid expenses | 122,022 | 25,396 |
Total Current Assets | 408,882 | 65,120 |
Deposit – long term | 49,220 | |
Copyrights | 865,000 | |
Equipment, net | 98,241 | 47,973 |
TOTAL ASSETS | 556,343 | 978,093 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 924,494 | 1,082,587 |
Accrued officers' salaries | 20,000 | |
Loans payable | 56,112 | 61,203 |
Derivative liabilities | 336,390 | |
Convertible promissory notes, net of discount of $248,825 | 16,175 | |
Short term loans payable | 38,555 | 74,791 |
Short term loans payable – related parties | 1,450 | |
Deferred lease inducement | 35,181 | |
Deposit for shares to be issued | 9,560 | |
Deferred revenue | 24,990 | 24,990 |
Total Current Liabilities | 1,431,897 | 1,274,581 |
TOTAL LIABILITIES | 1,431,897 | 1,274,581 |
Stockholders' Deficiency: | ||
Preferred stock, $0.00001 par value, 100,000,000 shares authorized, 95,000,000 Series A preferred shares issued or outstanding | 950 | |
Common stock, $0.00001 par value, 500,000,000 shares authorized, 382,156,160 and 319,106,020 shares issued and outstanding, respectively. | 3,822 | 3,191 |
Additional paid-in capital | 22,297,758 | 18,669,367 |
Accumulated deficit | -23,178,084 | -18,969,046 |
Total Stockholders' Deficiency | -875,554 | -296,488 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | $556,343 | $978,093 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Convertible promissory notes, net of discount (in Dollars) | $248,825 | |
Preferred stock, authorized | 100,000,000 | 100,000,000 |
Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock, issued | 95,000,000 | |
Preferred stock, outstanding | 95,000,000 | |
Common stock, authorized | 500,000,000 | 500,000,000 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, issued | 382,156,160 | 319,106,020 |
Common Stock, outstanding | 382,156,160 | 319,106,020 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
General and administration | $2,816,976 | $1,374,871 |
Selling and marketing | 246,127 | 359,659 |
Project costs | 136,354 | |
Foreign exchange gain | -53,827 | -28,188 |
Depreciation | 53,813 | 29,568 |
Interest and financing costs | 45,878 | 18,140 |
Change in fair value on derivative liabilities | 95,293 | |
Change in fair value on convertible promissory notes | -34,099 | |
Impairment of copyrights | 865,000 | |
Loss on extinguishment of short term loan payable | 3,424 | |
Gain on extinguishment of convertible promissory notes | -3,424 | -116,668 |
4,209,038 | 1,603,283 | |
Net Loss | ($4,209,038) | ($1,603,283) |
Loss per share - Basic and diluted net (in Dollars per share) | ($0.01) | ($0.01) |
Weighted average number of shares outstanding - Basic and diluted (in Shares) | 348,742,260 | 302,240,028 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Deficiency (USD $) | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Balance at year end | ($296,488) | ($76,155) | ||
Balance at year end (in Shares) | 319,106,020 | |||
Issuance of common shares | 1,320,124 | |||
Shares issued for consulting fees | 116,364 | 5,000 | ||
Shares issued for consulting fees (in Shares) | 700,000 | 200,000 | ||
Issuance of common shares – Kodiak put | 481,583 | |||
Shares issued to directors, employees and others for services | 434,150 | 722,930 | ||
Shares issued to directors, employees and others for services (in Shares) | 7,560,000 | |||
Settlement of short term loans payable by common shares | 27,200 | 46,261 | ||
Issuance of common shares for cash | 315,232 | 2,281,895 | 1,320,124 | |
Issuance of common shares for cash (in Shares) | 6,304,633 | 45,637,917 | 26,402,460 | |
Gain on extinguishment of loan payable to related party | 11,565 | |||
Net loss | -4,209,038 | -1,603,283 | ||
Balance at year end | -875,554 | -875,554 | -875,554 | -296,488 |
Balance at year end (in Shares) | 382,156,160 | 382,156,160 | 382,156,160 | 319,106,020 |
Preferred Stock [Member] | ||||
Shares issued to directors, employees and others for services | 950 | |||
Shares issued to directors, employees and others for services (in Shares) | 95,000,000 | |||
Balance at year end | 950 | 950 | 950 | |
Balance at year end (in Shares) | 95,000,000 | 95,000,000 | 95,000,000 | |
Common Stock [Member] | ||||
Balance at year end | 3,191 | 2,913 | ||
Balance at year end (in Shares) | 319,106,020 | 291,347,036 | ||
Issuance of common shares | 264 | |||
Issuance of common shares (in Shares) | 26,402,460 | |||
Shares issued for consulting fees | 7 | 2 | ||
Shares issued for consulting fees (in Shares) | 700,000 | 200,000 | ||
Issuance of common shares – Kodiak put | 85 | |||
Issuance of common shares – Kodiak put (in Shares) | 8,472,223 | |||
Shares issued to directors, employees and others for services | 76 | |||
Shares issued to directors, employees and others for services (in Shares) | 7,560,000 | |||
Settlement of short term loans payable by common shares | 7 | 12 | ||
Settlement of short term loans payable by common shares (in Shares) | 680,000 | 1,156,524 | ||
Issuance of common shares for cash | 456 | |||
Issuance of common shares for cash (in Shares) | 45,637,917 | |||
Balance at year end | 3,822 | 3,822 | 3,822 | 3,191 |
Balance at year end (in Shares) | 382,156,160 | 382,156,160 | 382,156,160 | 319,106,020 |
Additional Paid-in Capital [Member] | ||||
Balance at year end | 18,669,367 | 17,286,695 | ||
Issuance of common shares | 1,319,860 | |||
Shares issued for consulting fees | 116,357 | 4,998 | ||
Issuance of common shares – Kodiak put | 481,498 | |||
Shares issued to directors, employees and others for services | 721,904 | |||
Settlement of short term loans payable by common shares | 27,193 | 46,249 | ||
Issuance of common shares for cash | 2,281,439 | |||
Gain on extinguishment of loan payable to related party | 11,565 | |||
Balance at year end | 22,297,758 | 22,297,758 | 22,297,758 | 18,669,367 |
Retained Earnings [Member] | ||||
Balance at year end | -18,969,046 | -17,365,763 | ||
Net loss | -4,209,038 | -1,603,283 | ||
Balance at year end | ($23,178,084) | ($23,178,084) | ($23,178,084) | ($18,969,046) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | ($4,209,038) | ($1,603,283) | |
Depreciation | 53,813 | 29,568 | |
Stock-based compensation | 722,930 | 5,000 | |
Impairment of copyrights | 865,000 | ||
Debt forgiveness | -31,514 | ||
Loss on extinguishment of short term loan payable | 3,424 | 116,668 | |
Amortization of debt discount | 16,175 | ||
Deferred lease inducement | 35,181 | ||
Change in fair value on derivative liabilities | 95,293 | -34,099 | |
Change in fair value on convertible promissory notes | 16,175 | -34,099 | |
Gain on extinguishment of convertible promissory notes | -116,668 | ||
Unrealized foreign exchange gains | -41,927 | ||
Stock-based compensation - consultants | 116,364 | ||
Changes in operating assets and liabilities: | |||
Decrease (Increase) in other receivables | 745 | -8,300 | |
Increase in deferred project cost | -24,990 | ||
Decrease (Increase) in prepaid expenses and deposits | -145,846 | 112,421 | |
Increase (Decrease) in accounts payable and accrued liabilities | -182,045 | 24,403 | |
NET CASH USED IN OPERATING ACTIVITIES | -2,726,435 | -1,590,958 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of equipment | -39,591 | ||
CASH USED IN INVESTING ACTIVITIES | -39,591 | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Stockholder advances | 19,840 | ||
Proceeds from issuance of common stock | 2,753,918 | 1,290,124 | |
Proceeds for shares to be issued | 9,560 | ||
Repayment of obligations under capital leases | -47,841 | ||
(Repayment of) Proceeds from convertible promissory notes | 241,097 | -20,000 | -50,000 |
Proceeds from loans payable | 48,278 | ||
CASH PROVIDED BY FINANCING ACTIVITIES | 2,995,015 | 1,299,961 | |
Effect of exchange rate changes on cash | -6,098 | ||
NET (DECREASE) INCREASE IN CASH | 222,891 | -290,997 | |
CASH | |||
Beginning of period | 27,448 | 318,445 | 318,445 |
End of period | 250,339 | 27,448 | 250,339 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Interest paid | 27,477 | 18,090 | |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Conversion of loans payable into common shares | 27,200 | 57,826 | |
Purchase of equipment in accounts payable | 64,490 | ||
Initial debt discount on convertible promissory notes | 241,096 | ||
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 |
NOTE_1_ORGANIZATION_AND_GOING_
NOTE 1 - ORGANIZATION AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2014 | |
Organizationand Going Concern [Abstract] | |
Organizationand Going Concern | NOTE 1 - BUSINESS AND GOING CONCERN |
Organization | |
Kallo Inc. ("Kallo" or the "Company") develops software designed to taking medical information from many sources, and then depositing it into a single source as an electronic medical record for each patient. | |
Going Concern | |
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The amounts of assets and liabilities in the consolidated financial statements do not purport to represent realizable or settlement values. The Company has incurred operating losses since inception and has an accumulated deficit of $23,178,084 at December 31, 2014. The Company is expected to incur additional losses as it develops its products and marketing channels. | |
The Company has met its historical working capital requirements from the sale of common shares and short term loans. In order to not burden the Company, the officer/stockholder has agreed to provide funding to the Company to pay its annual audit fees, filing costs and legal fees as long as the board of directors deems it necessary. However, there can be no assurance that such financial support shall be ongoing or available on terms or conditions acceptable to the Company. This raises substantial doubt about the Company's ability to continue as a going concern. If management is unsuccessful in these efforts, discontinuance of operations is possible. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
NOTE_2_ACCOUNTING_POLICIES_AND
NOTE 2 - ACCOUNTING POLICIES AND OPERATIONS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Significant Accounting Policies [Text Block] | NOTE 2 - ACCOUNTING POLICIES AND OPERATIONS | ||||||||||||||||
Basis of Presentation | |||||||||||||||||
The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and in accordance with the instructions to Form 10-K related to smaller reporting companies as promulgated by the Securities and Exchange Commission. | |||||||||||||||||
Basis of Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of Kallo and its wholly-owned subsidiary, Rophe Medical Technologies Inc. Significant inter-company transactions and balances have been eliminated on consolidation. | |||||||||||||||||
Cash | |||||||||||||||||
Cash includes cash on hand and highly liquid investments with a maturity of three months or less at acquisition. | |||||||||||||||||
Earnings Per Share | |||||||||||||||||
The Company computes basic net loss per share in accordance with ASC 260, Earnings Per Share, by dividing the net loss for the period by the weighted average number of common shares outstanding during the year. Diluted loss per share is computed by dividing the net loss for the year by the weighted average number of common and potentially dilutive common shares outstanding during the year, adjusted by any effects of warrants and options outstanding, if dilutive, that may add to the number of common shares during the year. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Key estimates include the fair value of common stock issued for services received by the Company, valuation of financial instruments, useful life of equipment, impairment of long lived assets, measurement of non-monetary transactions and provision for penalties and interest on estimated payroll tax liabilities. | |||||||||||||||||
Equipment | |||||||||||||||||
Equipment comprise computer equipment, software, office furniture and equipment and leasehold improvement and are stated at cost less accumulated depreciation. The cost of the equipment is depreciated using the straight-line method over the estimated useful life of the related assets of between 1 - 5 years. | |||||||||||||||||
Software Development Costs | |||||||||||||||||
Software development costs are accounted for in accordance with ASC 985-20, Costs of Software to be Sold, Leased or Marketed. Software development costs incurred internally in creating computer software products are expensed until technological feasibility has been established upon completion of a detailed program design. Based on the Company's product development process, technological feasibility is established upon completion of a working model. The determination of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors including anticipated future gross product revenues, estimated economic life and changes in hardware and software technology. | |||||||||||||||||
Thereafter, all software development costs incurred through the software's general release date are capitalized and subsequently reported at the lower of amortized cost or net realizable value. Capitalized costs are amortized based on current and expected future revenue for each software solution with minimum annual amortization equal to the straight-line amortization over the estimated economic life of the solution. No costs have been capitalized to date as the Company has not completed a working model as of yet. | |||||||||||||||||
Deposit – long term | |||||||||||||||||
Deposit – long term represents prepayments of rent due at the end of our new office lease. | |||||||||||||||||
Intangible Assets - Copyrights | |||||||||||||||||
Copyrights are stated at cost. According to the Canadian Intellectual Property laws in Canada, the life of a copyright is the author's life, the remainder of the calendar year in which the author dies, and a period of 50 years following the end of that calendar year. As a result, the useful life of the copyrights are determined to be indefinite are not amortized but subject to testing for impairment. The Company reviews the value of the copyrights on an annual basis to determine if the value has been impaired. Based on its evaluations, it was determined that the copyrights were impaired as at December 31, 2014. | |||||||||||||||||
Impairment of Long-lived Assets | |||||||||||||||||
Long-lived assets comprise of equipment and copyrights. The Company accounts for impairment of long-lived assets in accordance with the guidance established in ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets, which requires the Company to evaluate a long-lived asset for recoverability when there is an event or circumstance that indicates the carrying value of the asset may not be recoverable. The Company follows the guidance of ASU 2012-02 and first assesses qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test. An impairment loss is recognized when the carrying amount of a long-lived asset or asset group is not recoverable (when carrying amount exceeds the gross, undiscounted cash flows from use and disposition) and is measured as the excess of the carrying amount over the asset's (or asset group's) fair value. Management evaluated whether there are any adverse qualitative factors in respect to copyrights and equipment indicating that they might be impaired. Since there were indicators of impairment, Management reviewed its long-lived intangible assets and has determined that the copyrights were impaired as at December 31, 2014. | |||||||||||||||||
Research and Development | |||||||||||||||||
The Company accounts for research and development costs in accordance with ASC 730-10, Research and Development. Accordingly, all research and development costs are charged to expense as incurred as software development costs. | |||||||||||||||||
Foreign Currency Translation | |||||||||||||||||
The Company's functional and reporting currency is the United States dollar. Transactions may occur in Canadian dollars which are accounted for under ASC 830, Foreign Currency Matters. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the Statements of Operations. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. | |||||||||||||||||
Income Taxes | |||||||||||||||||
The Company accounts for income taxes under FASB ASC 740, Income Taxes. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. | |||||||||||||||||
The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgement occurs, as a result of information that arises or when a tax position is effectively settled. Interest and penalties related to income tax matters are recognized in general and administrative expense. As at December 31, 2014, the Company's tax returns for the tax years ended December 31, 2011, 2012 and 2013 were open for examination. | |||||||||||||||||
The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of FASB ASC 740. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The Company used a three-level hierarchy that prioritizes the inputs used in valuation techniques for determining fair value of investments and liabilities. The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets and liabilities recorded in the accompanying consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: | |||||||||||||||||
Level 1 – Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date (examples include active exchange-traded equity securities, listed derivatives and most United States Government and agency securities). | |||||||||||||||||
Level 2 – Financial assets and liabilities whose values are based on quoted prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets. Level 2 inputs include the following: | |||||||||||||||||
• | 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). | ||||||||||||||||
Level 3 – Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management's own assumptions about the assumptions a market participant would use in pricing the asset or liability. | |||||||||||||||||
An asset or liability's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities. | |||||||||||||||||
The following is a summary of our financial instruments that are accounted for at fair value by level within the fair value hierarchy at December 31, 2014 and 2013: | |||||||||||||||||
31-Dec-14 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Liabilities: | |||||||||||||||||
Derivative liabilities | $ | - | $ | - | $ | 336,390 | $ | 336,390 | |||||||||
Stock-Based Compensation | |||||||||||||||||
The Company accounts for share-based compensation in accordance with ASC 718, Stock Compensation. Under the provisions of ASC 718, share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense for services rendered and over the employee's requisite service period (generally the vesting period of the equity grant). | |||||||||||||||||
Contingencies | |||||||||||||||||
The Company accrues estimates for resolution of any legal and other contingencies when losses are probable and estimable, in accordance with ASC 450, Contingencies. Legal defense costs are accrued as incurred. See Note 12. | |||||||||||||||||
Stock Issued in Exchange for Services | |||||||||||||||||
The valuation of the Company's common stock issued to non-employees in exchange for services is valued at an estimated fair market value as determined by Management of the Company based upon trading prices of the Company's common stock on the dates of the stock transactions. The corresponding expense of the services rendered is recognized over the employee's requisite service period (generally the vesting period of the equity grant). | |||||||||||||||||
Common Stock Purchase Warrants | |||||||||||||||||
The Company accounts for common stock purchase warrants at fair value in accordance with ASC 815-40 "DERIVATIVES AND HEDGING." The Black-Scholes option pricing valuation method is used to determine fair value of these warrants consistent with ASC 718, "COMPENSATION - STOCK COMPENSATION." Use of this method requires that the Company make assumptions regarding stock volatility, dividend yields, expected term of the warrants and risk-free interest rates. | |||||||||||||||||
Convertible promissory note | |||||||||||||||||
The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments if they do not meet the criteria for classification in stockholders' equity. | |||||||||||||||||
The Company has evaluated the terms and conditions of the convertible note under the guidance of ASC 815. The conversion feature did not meet the definition of "indexed to a company's own stock" provided for in ASC 815. Therefore, the conversion feature requires bifurcation and liability classification. The Company recorded the beneficial conversion feature as a derivative liability and debt discount and is amortized over the life of the convertible note. The debt discount is recorded against the related convertible note outstanding. The amortization is recorded as interest expense. The derivative liabilities are re-valued at the end of each reporting period using the Black-Scholes method, with changes in the fair value of the derivative liability recorded as charges or credits to income, in the period in which the changes occur. | |||||||||||||||||
Non-monetary transactions | |||||||||||||||||
The Company applies ASC 845, "Accounting for Non-Monetary Transactions", to account for services received through non-cash transactions based on the fair values of the services involved, where such values can be determined. If fair value of the services received cannot be determined, then the fair value of the shares given as consideration is used. | |||||||||||||||||
Revenue recognition | |||||||||||||||||
Revenue is recognized when all of the following criteria are met: persuasive evidence of an arrangement exists; delivery or performance has occurred; the sales price is fixed or determinable; and collection is reasonably assured. | |||||||||||||||||
Professional service revenue primarily consists of the fees the Company earns related to installation and consulting services. The Company recognizes revenue from professional services upon delivery or completion of performance. | |||||||||||||||||
Training services are recognized upon delivery of the training. | |||||||||||||||||
Deferred revenue | |||||||||||||||||
Deferred revenue represents amounts invoiced to customers for which the related revenue has not been recognized because one or more of the revenue recognition criteria have not been met. The current portion of the deferred revenue represents the amount that is expected to be recognized as revenue within one year of the consolidated balance sheet date. | |||||||||||||||||
Lease accounting | |||||||||||||||||
The Company evaluates each lease for classification as either a capital lease or an operating lease. If substantially all of the benefits and risks of ownership have been transferred to the Company as lessee, the Company records the lease as a capital lease at its inception. The Company performs this evaluation at the inception of the lease and when a modification is made to a lease. If the lease agreement calls for a scheduled rent increase during the lease term, the Company recognizes the lease expense on a straight-line basis over the lease term. | |||||||||||||||||
The Company determines the straight-line rent expense impact of an operating lease upon inception of the lease. | |||||||||||||||||
Advertising costs | |||||||||||||||||
The Company expenses advertising costs as incurred. The total costs the Company recognized related to advertising were approximately $27,868 and $65,484, during the years ended December 31, 2014 and 2013, respectively. | |||||||||||||||||
Recently Adopted Accounting Pronouncements | |||||||||||||||||
The Company has limited operations and is considered to be in the development stage. During the quarter ended March 31, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage. | |||||||||||||||||
Other than noted above, we do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow. | |||||||||||||||||
NOTE_3_CAPITAL_STOCK
NOTE 3 - CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 3 – CAPITAL STOCK |
Common Stock | |
On September 26, 2012, the Company entered into a investment agreement with Kodiak Capital Group, LLC ("Kodiak") whereby the company could issue shares in exchange for an option to sell up to $2,000,000 worth of shares of the Company at a price equal to eighty percent (80%) of the lowest daily preceding five days Volume Weighted Average Price at the time of exercise and expires six months from inception. In connection therewith, the Company filed a Form S-1 registration statement with the Securities and Exchange Commission registering for sale up to 50,000,000 common shares. The previous arrangement with Kodiak expired in April 2014, but on July 15, 2014, the Company and Kodiak amended the investment agreement to extend the agreement through December 31, 2015. During the year ended December 31, 2014, the Company put $481,583 and 8,472,223 shares were issued pursuant to the above Agreement. | |
On June 27, 2011, Kallo registered 10,000,000 shares under a 2011 Non-Qualified Stock Option Plan to be offered and sold to accounts of eligible persons of the Company under the Plan at a proposed maximum offering price per share of $0.15. This 2011 Plan is for persons employed or associated with the Company, including without limitation any employee, director, general partner, officer, attorney, accountant, consultant or advisor, is intended to advance the best interests of the Company by providing additional incentive to those persons who have a substantial responsibility for its management, affairs, and growth by increasing their proprietary interest in the success of the Company, thereby encouraging them to maintain their relationships with the Company. As at December 31, 2014, 7,233,334 shares have been issued under this 2011 Non-Qualified Stock Option Plan. | |
On September 6, 2012, Kallo registered 50,000,000 shares under a 2012 Non-Qualified Stock Option Plan to be offered and sold to accounts of eligible persons of the Company under the Plan at a proposed maximum offering price per share of $0.04. This 2012 Plan is for persons employed or associated with the Company, including without limitation any employee, director, general partner, officer, attorney, accountant, consultant or advisor, is intended to advance the best interests of the Company by providing additional incentive to those persons who have a substantial responsibility for its management, affairs, and growth by increasing their proprietary interest in the success of the Company, thereby encouraging them to maintain their relationships with the Company. As at December 31, 2014, no shares have been issued under this 2012 Non-Qualified Stock Option Plan. | |
During 2014, the holder of a promissory note converted the principal and interest outstanding of $23,776 into 680,000 shares. The fair value of the stock issued was $27,200 and therefore the Company experienced a loss on extinguishment of $3,424. The Company also issued 7,560,000 shares valued at $434,150 to various employees and directors as compensation for services rendered and 700,000 shares valued at $116,364 to consultants for services rendered. During the year ended December 31, 2014, the Company issued 45,637,917 shares for cash of $2,281,895 ($9,560 was collected prior to December 31, 2013). | |
During 2013, the Company issued 26,402,460 shares in consideration of $1,320,124 ($30,000 of proceeds were paid by investors directly to lenders of the Company), 200,000 shares valued at $5,000 to a consultant as compensation and 1,156,524 shares as repayment for short term loans to a related party valued at $57,826. The fair value of the stock issued is $46,261. Therefore the company experienced a gain on extinguishment. Since this involved a related party, the gain is treated a capital contribution. | |
During 2013, the Company received cash of $9,560 for shares to be issued. The related shares were not yet issued as at December 31, 2013. | |
Preferred Stock | |
During 2014, the Company has designated 95,000,000 of its preferred stock as Series A Preferred Stock, each of which has 100 votes. The Company, will not, without the affirmative vote or written consent of the holders of at least a majority of the outstanding Series A Preferred Stock (i) authorize or create any additional series of stock ranking prior to or on a parity with the Series A Preferred Stock as to dividends, voting rights, or the distribution of assets upon liquidation; or (ii) change any of the rights, privileges or preferences of the Series A Preferred Stock. | |
The Company issued 95,000,000 Series A Preferred shares to several directors as compensation for services rendered during 2014. The shares of Series A Preferred stock are not convertible, carry voting rights of 100 votes per Preferred share and the fair value of the Preferred shares were deemed to be $288,780 based on the voting rights of the Preferred shares relative to the fair value of the Company at the date of the issuance. | |
NOTE_4_WARRANTS
NOTE 4 - WARRANTS | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Warrant [Abstract] | |||||||||
Warrant | NOTE 4 – WARRANTS | ||||||||
Warrant activity during 2014 and 2013 is as follows: | |||||||||
Weighted Average | |||||||||
Number of Warrants | Exercise Price | ||||||||
Balance, December 31, 2012 | 1,580,000 | $ | 0.5 | ||||||
Granted | - | - | |||||||
Balance, December 31, 2013 | 1,580,000 | $ | 0.5 | ||||||
Granted | - | ||||||||
Expired | (1,580,000 | ) | |||||||
Balance, December 31, 2014 | - | $ | - | ||||||
Each warrant was exercisable for a period of one year from the effective date of a registration statement filed with the SEC. Such registration statement was declared effective on October 9, 2013 and the warrants expired unexercised in 2014. | |||||||||
The value of the stock purchase warrants granted in 2010 was valued at $117,620 using the following assumptions and estimates in the Black-Scholes model: Expected life of 1.2 years, volatility of 100%, dividend yield of 0% and risk-free interest rate of 1.40%. | |||||||||
NOTE_5_RELATED_PARTY_TRANSACTI
NOTE 5 - RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 5 – RELATED PARTY TRANSACTIONS |
During 2014, 6,000,000 common shares (2013 - NIL) were issued to directors of the Company as stock-based compensation and were valued, using the market closing price on the date of the grant, at $350,000. Also during 2014, 95,000,000 Series A Preferred Stock were issued to directors of the Company as stock-based compensation and were valued at $288,780 based on the voting rights of the Preferred shares relative to the fair value of the Company at the date of the issuance. In addition, 6,304,633 shares (2013 – NIL) were issued to a director of the Company for cash of $315,232. | |
During 2014, $20,000 previously accrued for officers' salaries were written off and included in general and administration expenses. | |
During 2013, 1,156,524 shares were issued to a director of the Company for an amount of $46,261 as repayment of short term loans payable. The debt outstanding was $57,826, therefore the Company experienced a gain on debt extinguishment of 11,565. Since the gain involved a related party, it was treated as capital contribution. | |
Included in short term loans payable is an amount due to a shareholder and director of the Company for the amount of $NIL (2013 - $1,450). | |
Included in accounts payable and accrued liabilities is an amount of $15,714 (2013 - $68,574) due to directors and officers of the Company as at December 31, 2014. | |
NOTE_6_EQUIPMENT
NOTE 6 - EQUIPMENT | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment Disclosure [Text Block] | NOTE 6 – EQUIPMENT | ||||||||
2014 | 2013 | ||||||||
Computer equipment under capital lease | $ | 223,683 | $ | 223,683 | |||||
Nexus computer equipment under capital lease | 42,023 | 42,023 | |||||||
Computer equipment | 39,338 | - | |||||||
Computer software | 9,577 | - | |||||||
Office furniture and equipment | 24,796 | - | |||||||
Leasehold improvement | 30,370 | - | |||||||
Total Equipment | 369,787 | 265,706 | |||||||
Less accumulated depreciation | (271,546 | ) | (217,733 | ) | |||||
Equipment – net | $ | 98,241 | $ | 47,973 | |||||
Depreciation expense during 2014 and 2013 were $53,813 and $29,568 respectively. | |||||||||
During 2013, the Company increased its estimate of the useful lives of certain computer equipment to better reflect the period it plans to use the equipment before replacing them. This change had the effect of decreasing the net loss for 2013 by $47,973. | |||||||||
NOTE_7_COPYRIGHTS
NOTE 7 - COPYRIGHTS | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure Text Block [Abstract] | |
Intangible Assets Disclosure [Text Block] | NOTE 7 – COPYRIGHTS |
On December 11, 2009, the Company acquired 100% of Rophe Medical Technologies Inc. ("Rophe") for cash consideration of $1,200,000 and 3,000,000 of the Company's common shares valued at $0.122 per share for total purchase price of $1,565,000. | |
Subsequently, the Rophe Acquisition payment terms were amended and 3,000,000 additional shares of restricted common stock were issued in 2009 as payment for $400,000 with the remaining cash consideration as follows: $35,000 by March 5, 2010, $65,000 by March 31, 2010, $233,333 on launch of Project 1; $233,333 on launch of Project 2; and, $233,334 on launch of Project 3. All three projects are included in the integrated solution in the MobileCare and RuralCare projects being proposed under the Ghana Project and Guinea Project mentioned in Note 12 and hence the total amount of $700,000 will be due and payable upon closing of either the Ghana Project or Guinea Project. As at December 31, 2014, there is a payable in the amount of $525 (2013 - $525) which is included in accounts payable and accrued liabilities. The 3,000,000 shares were considered issued as at the closing date of the acquisition and valued based on discounted market price per share at the date of acquisition and the total of 6,000,000 shares issued for the Rophe acquisition are restricted. | |
The total recorded acquisition price of $865,000 was allocated to the copyrights obtained in the acquisition as they were the only significant assets of Rophe, which did not have any operations. The copyrights relate to the following technologies: "EMR Integration Engine" to provide integrated solutions for interoperability within the continuum of care, "C&ID-IMS", an Internet-based solution for monitoring and managing Communicable and Infectious Disease information, "CCG", a clinical-care globalization technology and "MC-Telehealth", a mobile clinic long distance with Telehealth technology. The Company has not recorded the remaining contingent payment of $700,000 due to the uncertainty of the launch of Projects 1, 2 and 3. According to the Canadian Intellectual Property laws, the life of a copyright is the author's life plus fifty years. As a result, the useful life of the copyrights are determined to be indefinite are not amortized but subject to testing for impairment. The Company continues to develop these technologies for use in a diverse range of potential products and expect to make use of them in future Projects. The Company reviews the value of the copyrights on an annual basis to determine if the value has been impaired. Based on Management's estimation of future profits and as the Company has not generated any revenues from these copyrights yet, it was determined that the copyrights were impaired as at December 31, 2014. | |
NOTE_8_LOAN_PAYABLE
NOTE 8 - LOAN PAYABLE | 12 Months Ended |
Dec. 31, 2014 | |
Payable Loans [Abstract] | |
Payable Loans | NOTE 8 – LOAN PAYABLE |
As at December 31, 2014, a loan payable of $56,112 (2013 - $61,203) to an unrelated party bears interest at 6% per annum, is unsecured and is payable in monthly installments of principal and interest in the amount of Canadian $7,232. Future scheduled repayments of principal are as follows: | |
NOTE_9_CONVERTIBLE_PROMISSORY_
NOTE 9 - CONVERTIBLE PROMISSORY NOTES | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Debt Disclosure [Abstract] | |||||
Debt Disclosure [Text Block] | NOTE 9 – CONVERTIBLE PROMISSORY NOTES | ||||
The convertible promissory notes are unsecured and bear interest at between 8% and 10% per annum with all principal and accrued interest due and payable one year from the dates of execution of the Notes. The Notes are due as follows: $125,000 on December 1, 2015, $40,000 on December 11, 2015 and $100,000 on December 21, 2015 and were issued at $118,732, $37,982 and $84,382 respectively with effective interest rates of 324%, 324% and 315% respectively. The Holders of the $125,000 and $40,000 Notes can, in lieu of payment of the principal and interest, elect to convert such amount into common shares of the Company at the conversion price per share equal to 25% discount to the average of the previous two lowest trading days over the last 15 trading days prior to the Conversion Date. The Holder of the $100,000 Note can, in lieu of payment of the principal and interest, elect to convert such amount into common shares of the Company at the conversion price per share equal to 35% discount to the lowest trading day over the last 15 trading days prior to the Conversion Date. | |||||
At the commitment dates, the initial fair values of the embedded conversion feature were estimated at $386,187 and recorded as derivative liabilities, resulting in a Day 1 loss of $145,090. On December 31, 2014 the derivative liabilities were valued at $336,390 which resulted in gain in a further gain in fair value of $49,797 for the year ended December 31, 2014. The original issue discount was $23,904 and $241,096 was allocated to the warrant derivative. The total debt discounts of $265,000 are amortized over the terms of the respective Notes and were $248,825 at December 31, 2014 resulting in net finance charge of $16,175 for the year ended December 31, 2014 included in the consolidated statement of operations. The fair value of the embedded conversion feature is estimated at the end of each quarterly reporting period using the Black Scholes model. | |||||
The following table illustrates the fair value adjustments that were recorded related to the derivative liabilities associated with the convertible promissory notes: | |||||
Conversion feature of new promissory notes | $ | 386,187 | |||
Change in fair value (gain) | (49,797 | ) | |||
Fair value as at December 31, 2014 | $ | 336,390 | |||
A summary of the promissory notes is as follows: | |||||
New convertible promissory notes | $ | 265,000 | |||
Original issue discount | (23,904 | ) | |||
Warrant derivative | (241,096 | ) | |||
Amortization of debt discount | 16,175 | ||||
Balance as at December 31, 2014 | $ | 16,175 | |||
In the previous year, the convertible promissory notes were unsecured and bore interest at 3.25% per annum with all principal and accrued interest due and payable one year from the dates of execution of the Notes. The Notes were due as follows: $20,000 on April 23, 2013, $10,000 on July 5, 2013, $20,000 on August 22, 2013. The Holders could, in lieu of payment of the principal and interest, elect to convert such amount into common shares of the Company at the conversion price per share equal to 30% discount to the average of the previous three lowest trading days over the last 10 trading days prior to the Conversion Date. All shares converted on or after six months from the dates of execution of the notes would have been issued as free-trading, unrestricted shares. The Company could prepay these Notes at anytime without penalty and without the prior consent of the Holders. | |||||
During the year ended December 31, 2013, the Company repaid $50,000 of the above promissory notes resulting in a gain on extinguishment of convertible promissory note of $116,668. As noted in Note 3, $30,000 was paid by an investor directly to the lender and is accordingly reflected in the Supplemental Schedule Of Non-Cash Investing And Financing Activities on the Consolidated Statement of Cash Flows. | |||||
Fair value as at December 31, 2012 | $ | 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 | $ | - | |||
NOTE_10_SHORT_TERM_LOANS_PAYAB
NOTE 10 - SHORT TERM LOANS PAYABLE | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Disclosure Text Block [Abstract] | |||||||||
Short-term Debt [Text Block] | NOTE 10 – SHORT TERM LOANS PAYABLE | ||||||||
2014 | 2013 | ||||||||
Promissory note bearing interest at 10% per annum, due January 10, 2014 | $ | - | $ | 25,664 | |||||
Promissory note bearing interest at 10% per annum, due April 15, 2015 | 25,020 | 25,528 | |||||||
Non-interest bearing advances from director | - | 1,450 | |||||||
Non-interest bearing short term funding from third parties | 13,535 | 23,599 | |||||||
$ | 38,555 | $ | 76,241 | ||||||
On October 10, 2013, the Company issued a promissory note agreeing to pay the principal amount of Canadian $25,000 plus interest at the rate of 10% per annum on January 10, 2014. Kallo did not pay on the due date and on January 16, 2014, the holder agreed to convert the principal and interest outstanding into 680,000 common stock of the Company. The amount outstanding as at December 31, 2013 was $25,664, including interest. | |||||||||
On October 15, 2013, the Company issued a promissory note agreeing to pay the principal amount of Canadian $25,000 plus interest at the rate of 10% per annum on January 15, 2014. Kallo did not pay on the due date and the holder agreed to extend the due date by five additional periods of three months up to April 15, 2015. The amount outstanding as at December 31, 2014 was $25,020 (2013 - $25,528), including interest. | |||||||||
As at December 31, 2013, the balance of $1,450 represented an advance from a director which was non-interest bearing, unsecured and had no fixed repayment date. This advance was written off during 2014. | |||||||||
As at December 31, 2014, the balance of $13,535 (2013 - $23,599) represented short term funding provided by third parties which are non-interest bearing, unsecured and have no fixed repayment date. The decrease in the balance is as a result of write off of loans of $10,064. | |||||||||
NOTE_11_INCOME_TAXES
NOTE 11 - INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Tax Disclosure [Text Block] | NOTE 11 – INCOME TAXES | ||||||||
The Company had no income taxes payable at December 31, 2014 and 2013. | |||||||||
The reconciliation of income tax provision computed at statutory rates to the reported income tax provision is as follows: | |||||||||
2014 | 2013 | ||||||||
Net loss for the year | $ | (4,209,038 | ) | $ | (1,603,283 | ) | |||
Effective statutory rate | 34 | % | 34 | % | |||||
Expected tax recovery | $ | (1,431,073 | ) | $ | (545,116 | ) | |||
Net effects of non deductible and allowable items | 29,697 | (51,197 | ) | ||||||
Change in valuation allowance | 1,401,376 | 596,313 | |||||||
$ | - | $ | - | ||||||
Deferred income taxes reflect the net income tax effect of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and amounts used for income taxes. The Company's deferred income tax assets and liabilities consist of the following: | |||||||||
2014 | 2013 | ||||||||
Net operating loss carry forward | $ | 3,710,244 | $ | 2,538,950 | |||||
Equipment | (9,335 | ) | (220,747 | ) | |||||
Valuation allowance | (3,719,579 | ) | (2,318,203 | ) | |||||
Deferred tax assets, net of valuation allowance | $ | - | $ | - | |||||
Net operating loss carry forwards totaled approximately $10,912,000 at December 31, 2014. The net operating loss carry forwards will begin to expire in the year 2021 if not utilized. After consideration of all the evidence, management has recorded a valuation allowance at December 31, 2014 due to uncertainty of realizing the deferred tax assets. Utilization of the Company's net operating loss carry forwards may be limited based on changes in ownership as defined in Internal Revenue Code Section 382. | |||||||||
NOTE_12_COMMITMENTS_AND_CONTIN
NOTE 12 - COMMITMENTS AND CONTINGENCIES | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||
Commitments and Contingencies Disclosure [Text Block] | NOTE 12 – COMMITMENTS AND CONTINGENCIES | |||||
Commitments | ||||||
Operating lease | ||||||
The Company has a sublease agreement to lease office facilities under an operating lease for a term of two and a half years. The Company's future base and additional rental payment obligations under the lease commitments are as follows: | ||||||
2014 | $ | 122,432 | ||||
Software development | ||||||
On December 10, 2010, the Company entered into a North American Authorized Agency Agreement (the "Agreement") with Advanced Software Technologies, Inc., located in the Grand Cayman Islands ("AST"). Under the Agreement, the Company was appointed sales agent for AST and will be paid fees by AST for selling AST products. The Company has agreed to pay AST a total of $213,000 for modification of the AST products to comply with the requirements of the Canadian Electronic Health Record market, of which $NIL (2013 - $NIL) was paid in 2014. The remaining balance of $63,543, included in accounts payable and accrued liabilities, is still unpaid due to dispute between Kallo and AST. | ||||||
Sales commission agreement | ||||||
On November 20, 2012, Kallo signed a memorandum of understanding with the Ministry of Health of the Republic of Ghana for the supply and implementation of a National Mobile Care program with Mobile Clinics and Clinical Command Centers integrated with the existing healthcare system and improve the healthcare delivery services to the rural and remote population of Ghana at large for a total project cost for National implementation and Maintenance support for five years of US$158,500,000 (the "Ghana Project"). The Ministry of Health of the Republic of Ghana and Kallo Inc. have agreed that a contract for the implementation of the Mobile Care projects will be signed when a number of financing and other conditions have been satisfied. | ||||||
In respect of the Ghana Project, the Company has agreed with two third parties to pay sales commissions equal to $8,717,625 and 4.5% (subject to a maximum of $7,162,375) of the contract price respectively for facilitating and securing the Contract with the Ministry of Health of the Republic of Ghana, payable within 7 to 14 business days of receipt of payment for the Project by Kallo in proportion to the payments received by Kallo. | ||||||
On January 23, 2014, Kallo Inc. announced the signing of a US$200,000,925 Supply Contract with the Ministry of Health and Public Hygiene of the Republic Of Guinea (the "Guinea Project"). | ||||||
Under the Supply Contract, Kallo will implement customized healthcare delivery solutions for the Republic of Guinea. The components of the solutions include, MobileCare, RuralCare, Hospital Information Systems, Telehealth Systems, Pharmacy Information, disaster management, air and surface patient transportation systems and clinical training. | ||||||
In respect of the Guinea Project, the Company has agreed with two third parties in Guinea to pay sales commissions for facilitating and securing the Contract with the Ministry of Health of the Republic of Guinea as follows: | ||||||
- | 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. | |||||
On March 8, 2014, the Company has agreed with a third party to pay sales commissions equal to $25,000,000 for facilitating and securing the Contract with the Government of the Republic of Sierra Leone, payable within 7 to 14 business days of receipt of payment for the Project by Kallo in proportion to the payments received by Kallo. | ||||||
Executive Infrastructure Architect Services | ||||||
The Company entered into a Statement of Work for Services Agreement (the "Agreement") with IBM Canada Limited ("IBM"). Under the Agreement, IBM will provide access to resources to perform services selected by the Company. The Company has agreed to pay IBM on a time and material basis with a total estimated charges of $876,233, of which $127,643 was invoiced in 2014. | ||||||
Consulting | ||||||
The Company entered into a consulting agreement with a third party for the introduction to sources of financing and capital and conduct of a market management campaign. Under the Agreement, the Company has agreed to pay monthly fees from January 2015 to November 2015 totaling $75,000 and issue one million common shares in 2015. | ||||||
Contingencies | ||||||
On July 29, 2011, Watt International Inc. ("Watt") commenced a third party claim against Kallo concerning monies that Kallo allegedly owed to Watt for branding and internet services provided by Watt to Kallo. Watt is seeking damages in the amount of Canadian $161,674 plus unspecified "special" damage. On November 18, 2014, Kallo signed a settlement agreement with Watt and agreed to pay Canadian $101,250, of which $70,000 was paid and $31,250 (US$26,938) was accrued as at December 31, 2014. | ||||||
Contingent liability | ||||||
The Company has calculated the estimated amount of withholding taxes on stock-based compensation based on valuation obtained from a third party. Should the amount payable be different from the estimated amount, the difference will be recorded in the period of payment. At this point, the Company cannot make an estimate of the potential loss that may arise from any liability for withholding taxes. | ||||||
NOTE_13_SUBSEQUENT_EVENTS
NOTE 13 - SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 13 – SUBSEQUENT EVENTS |
Share issuance | |
In the first quarter of 2015, the Company has signed subscription agreements for the issuance of 6,040,000 shares in consideration of $302,000 cash and the Company put $54,600 and 1,250,000 shares were issued pursuant to the Kodiak agreement discussed in Note 3. In addition, the Company issued 2,500,000 shares as compensation for consulting services. As of April 15, 2015, the Company had received an additional $110,000 as a deposit for a future share purchase. | |
Convertible promissory notes | |
After December 31, 2014, the Company issued several convertible promissory notes for a total amount of up to $1,157,500, of which $406,628 has been received as at April 15, 2015. | |
NOTE_2_ACCOUNTING_POLICIES_AND1
NOTE 2 - ACCOUNTING POLICIES AND OPERATIONS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | 31-Dec-14 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Liabilities: | |||||||||||||||||
Derivative liabilities | $ | - | $ | - | $ | 336,390 | $ | 336,390 |
NOTE_4_WARRANTS_Tables
NOTE 4 - WARRANTS (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Warrant [Abstract] | |||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted Average | ||||||||
Number of Warrants | Exercise Price | ||||||||
Balance, December 31, 2012 | 1,580,000 | $ | 0.5 | ||||||
Granted | - | - | |||||||
Balance, December 31, 2013 | 1,580,000 | $ | 0.5 | ||||||
Granted | - | ||||||||
Expired | (1,580,000 | ) | |||||||
Balance, December 31, 2014 | - | $ | - |
NOTE_6_EQUIPMENT_Tables
NOTE 6 - EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment [Table Text Block] | 2014 | 2013 | |||||||
Computer equipment under capital lease | $ | 223,683 | $ | 223,683 | |||||
Nexus computer equipment under capital lease | 42,023 | 42,023 | |||||||
Computer equipment | 39,338 | - | |||||||
Computer software | 9,577 | - | |||||||
Office furniture and equipment | 24,796 | - | |||||||
Leasehold improvement | 30,370 | - | |||||||
Total Equipment | 369,787 | 265,706 | |||||||
Less accumulated depreciation | (271,546 | ) | (217,733 | ) | |||||
Equipment – net | $ | 98,241 | $ | 47,973 |
NOTE_9_CONVERTIBLE_PROMISSORY_1
NOTE 9 - CONVERTIBLE PROMISSORY NOTES (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Debt Disclosure [Abstract] | |||||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Conversion feature of new promissory notes | $ | 386,187 | ||
Change in fair value (gain) | (49,797 | ) | |||
Fair value as at December 31, 2014 | $ | 336,390 | |||
Schedule of Summary of Derivative Liability | New convertible promissory notes | $ | 265,000 | ||
Original issue discount | (23,904 | ) | |||
Warrant derivative | (241,096 | ) | |||
Amortization of debt discount | 16,175 | ||||
Balance as at December 31, 2014 | $ | 16,175 | |||
Derivative Instruments, Gain (Loss) [Table Text Block] | Fair value as at December 31, 2012 | $ | 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 | $ | - |
NOTE_10_SHORT_TERM_LOANS_PAYAB1
NOTE 10 - SHORT TERM LOANS PAYABLE (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Disclosure Text Block [Abstract] | |||||||||
Schedule of Short-term Debt [Table Text Block] | 2014 | 2013 | |||||||
Promissory note bearing interest at 10% per annum, due January 10, 2014 | $ | - | $ | 25,664 | |||||
Promissory note bearing interest at 10% per annum, due April 15, 2015 | 25,020 | 25,528 | |||||||
Non-interest bearing advances from director | - | 1,450 | |||||||
Non-interest bearing short term funding from third parties | 13,535 | 23,599 | |||||||
$ | 38,555 | $ | 76,241 |
NOTE_11_INCOME_TAXES_Tables
NOTE 11 - INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 2014 | 2013 | |||||||
Net loss for the year | $ | (4,209,038 | ) | $ | (1,603,283 | ) | |||
Effective statutory rate | 34 | % | 34 | % | |||||
Expected tax recovery | $ | (1,431,073 | ) | $ | (545,116 | ) | |||
Net effects of non deductible and allowable items | 29,697 | (51,197 | ) | ||||||
Change in valuation allowance | 1,401,376 | 596,313 | |||||||
$ | - | $ | - | ||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2014 | 2013 | |||||||
Net operating loss carry forward | $ | 3,710,244 | $ | 2,538,950 | |||||
Equipment | (9,335 | ) | (220,747 | ) | |||||
Valuation allowance | (3,719,579 | ) | (2,318,203 | ) | |||||
Deferred tax assets, net of valuation allowance | $ | - | $ | - |
NOTE_12_COMMITMENTS_AND_CONTIN1
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 2014 | $ | 122,432 |
NOTE_1_ORGANIZATION_AND_GOING_1
NOTE 1 - ORGANIZATION AND GOING CONCERN (Details) (USD $) | Dec. 31, 2014 |
Organizationand Going Concern [Abstract] | |
Cumulative Earnings (Deficit) | $23,178,084 |
NOTE_2_ACCOUNTING_POLICIES_AND2
NOTE 2 - ACCOUNTING POLICIES AND OPERATIONS (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ||
Advertising Expense | $27,868 | $65,484 |
NOTE_2_ACCOUNTING_POLICIES_AND3
NOTE 2 - ACCOUNTING POLICIES AND OPERATIONS (Details) - Financial Instruments at Fair Value (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Financial Instruments at Fair Value [Abstract] | |
Derivative liabilities | $336,390 |
NOTE_3_CAPITAL_STOCK_Details
NOTE 3 - CAPITAL STOCK (Details) | 3 Months Ended | 7 Months Ended | 12 Months Ended | 21 Months Ended | 28 Months Ended | 39 Months Ended | 42 Months Ended | |||||||||||
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 10, 2014 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 21, 2015 | Dec. 11, 2015 | Dec. 01, 2015 | Dec. 30, 2014 | Oct. 15, 2013 | Oct. 10, 2013 | Aug. 22, 2013 | Jul. 05, 2013 | Apr. 23, 2013 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | CAD | CAD | USD ($) | USD ($) | USD ($) | ||
Stockholders' Equity Note [Abstract] | ||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $2,000,000 | |||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction (in Shares) | 50,000,000 | |||||||||||||||||
Issuance of Common Shares Kodiak Put | 481,583 | |||||||||||||||||
Commitment Shares Held In Trust By Kodiak | 8,472,223 | |||||||||||||||||
Share-based Compensation, Shares Authorized Under Stock Option Plan | 50,000,000 | 10,000,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Dollars per share) | $0.15 | $0.15 | $0.15 | $0.15 | $0.15 | $0.04 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in Shares) | 7,233,334 | 7,233,334 | 7,233,334 | 7,233,334 | 7,233,334 | |||||||||||||
Debt Conversion, Converted Instrument, Amount | 23,776 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 680,000 | 680,000 | ||||||||||||||||
Convertible Debt, Fair Value Disclosures | 27,200 | 27,200 | 27,200 | 27,200 | 27,200 | |||||||||||||
Gains (Losses) on Extinguishment of Debt | 3,424 | 116,668 | ||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 2,500,000 | 7,560,000 | ||||||||||||||||
Stock Issued During Period, Value, Issued for Services | 434,150 | 722,930 | ||||||||||||||||
Stock Issued During Period, Shares, Issued for Consulting Services (in Shares) | 700,000 | 200,000 | ||||||||||||||||
Stock Issued During Period, Value, Issued for Consulting Services | 116,364 | 5,000 | ||||||||||||||||
Development Stage Entities, Stock Issued, Shares, Issued for Cash (in Shares) | 1,250,000 | 6,304,633 | 45,637,917 | 26,402,460 | ||||||||||||||
Development Stage Entities, Stock Issued, Value, Issued for Cash | 54,600 | 315,232 | 2,281,895 | 1,320,124 | ||||||||||||||
Proceeds from Contributed Capital | 30,000 | |||||||||||||||||
Settlement of Short Term Loans Payable by Common Shares (in Shares) | 1,156,524 | |||||||||||||||||
Debt Instrument, Face Amount | 56,112 | 56,112 | 56,112 | 57,826 | 56,112 | 56,112 | 100,000 | 40,000 | 125,000 | 25,000 | 25,000 | 20,000 | 10,000 | 20,000 | ||||
Gains Losses on Extinguishment of Short Term Debt | 27,200 | 46,261 | ||||||||||||||||
Common Stock, Shares Subscribed but Unissued (in Shares) | 6,040,000 | 9,560 | ||||||||||||||||
Preferred Series A Stock, Shares Authorized (in Shares) | 95,000,000 | 95,000,000 | 95,000,000 | 95,000,000 | 95,000,000 | |||||||||||||
Preferred Stock, Voting Rights | 100 | |||||||||||||||||
Preferred Stock, Shares Issued (in Shares) | 95,000,000 | 95,000,000 | 95,000,000 | 95,000,000 | 95,000,000 | |||||||||||||
Preferred Stock Issued During Period, Value, Share-Based Compensation | $288,780 |
NOTE_4_WARRANTS_Details
NOTE 4 - WARRANTS (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Warrant [Abstract] | |
Warrants and Rights Outstanding (in Dollars) | $117,620 |
Fair Value Assumptions, Expected Term, Simplified Method | 1.2 years |
Fair Value Assumptions, Expected Volatility Rate | 100.00% |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Fair Value Assumptions, Risk Free Interest Rate | 1.40% |
NOTE_4_WARRANTS_Details_Warran
NOTE 4 - WARRANTS (Details) - Warrant Activity (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Warrant Activity [Abstract] | ||||
Balance at year end | 1,580,000 | 1,580,000 | ||
Balance at year end (in Dollars per share) | $0.50 | $0.50 | ||
Expired | -1,580,000 | |||
Balance at year end | 1,580,000 | 1,580,000 |
NOTE_5_RELATED_PARTY_TRANSACTI1
NOTE 5 - RELATED PARTY TRANSACTIONS (Details) (USD $) | 3 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $6,000,000 | |||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures (in Shares) | 350,000 | |||
Preferred Stock Issued During Period, Shares, Share-Based Compensation | 95,000,000 | |||
Preferred Stock Issued During Period, Value, Share-Based Compensation | 288,780 | |||
Development Stage Entities, Stock Issued, Shares, Issued for Cash (in Shares) | 1,250,000 | 6,304,633 | 45,637,917 | 26,402,460 |
Development Stage Entities, Stock Issued, Value, Issued for Cash | 54,600 | 315,232 | 2,281,895 | 1,320,124 |
Accrued Salaries | 20,000 | 20,000 | ||
Conversion of Stock, Amount Issued, Related Party | 1,156,524 | |||
Conversion of Stock, Amount Converted, Related Party | 46,261 | |||
Proceeds from Related Party Debt | 57,826 | |||
Gains (Losses) on Extinguishment of Debt | 3,424 | 116,668 | ||
Due to Related Parties | 1,450 | 1,450 | 1,450 | |
Due to Officers or Stockholders | $15,714 | $15,714 | $68,574 |
NOTE_6_EQUIPMENT_Details
NOTE 6 - EQUIPMENT (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $53,813 | $29,568 |
Property, Plant and Equipment, Other, Accumulated Depreciation | $47,973 |
NOTE_6_EQUIPMENT_Details_Equip
NOTE 6 - EQUIPMENT (Details) - Equipment (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Equipment [Abstract] | ||
Computer equipment under capital lease | $223,683 | $223,683 |
Nexus computer equipment under capital lease | 42,023 | 42,023 |
Computer equipment | 39,338 | |
Computer software | 9,577 | |
Office furniture and equipment | 24,796 | |
Leasehold improvement | 30,370 | |
Total Equipment | 369,787 | 265,706 |
Less accumulated depreciation | -271,546 | -217,733 |
Equipment b net | $98,241 | $47,973 |
NOTE_7_COPYRIGHTS_Details
NOTE 7 - COPYRIGHTS (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||||||
Dec. 11, 2009 | Dec. 31, 2009 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 15, 2015 | Dec. 31, 2010 | Dec. 30, 2010 | Dec. 29, 2010 | Mar. 31, 2010 | Mar. 05, 2010 | |
Disclosure Text Block [Abstract] | ||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | 110000.00% | ||||||||
Payments to Acquire Intangible Assets | $1,200,000 | |||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 3,000,000 | |||||||||
Share Price (in Dollars per share) | $0.12 | |||||||||
Indefinite-lived Intangible Assets Acquired | 1,565,000 | |||||||||
Contractual Obligation Amended | 3,000,000 | 700,000 | ||||||||
Contractual Obligation, Due in Twelve Month, Amended | 400,000 | 35,000 | ||||||||
Contractual Obligation, Due on Launch of Project, Amended | 233,334 | 233,333 | 233,333 | 65,000 | ||||||
Contractual Obligation, Payable | 525 | 525 | ||||||||
Finite-lived Intangible Assets Acquired | $865,000 |
NOTE_8_LOAN_PAYABLE_Details
NOTE 8 - LOAN PAYABLE (Details) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | Dec. 21, 2015 | Dec. 11, 2015 | Dec. 01, 2015 | Dec. 31, 2014 | Dec. 21, 2014 | Dec. 01, 2014 | Dec. 31, 2013 | Oct. 15, 2013 | Oct. 10, 2013 | Aug. 22, 2013 | Jul. 05, 2013 | Apr. 23, 2013 | |
CAD | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | CAD | CAD | USD ($) | USD ($) | USD ($) | |||
Payable Loans [Abstract] | |||||||||||||
Debt Instrument, Face Amount | $100,000 | $40,000 | $125,000 | $56,112 | $57,826 | 25,000 | 25,000 | $20,000 | $10,000 | $20,000 | |||
Debt Instrument, Interest Rate, Effective Percentage | 315.00% | 324.00% | 324.00% | 6.00% | 10.00% | 8.00% | 3.25% | ||||||
Debt Instrument, Periodic Payment (in Dollars) | 7,232 |
NOTE_9_CONVERTIBLE_PROMISSORY_2
NOTE 9 - CONVERTIBLE PROMISSORY NOTES (Details) | 1 Months Ended | 12 Months Ended | 24 Months Ended | |||||||||||||
Dec. 31, 2014 | Dec. 21, 2015 | Dec. 01, 2015 | Dec. 31, 2014 | Aug. 22, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 11, 2015 | Dec. 21, 2014 | Dec. 11, 2014 | Dec. 01, 2014 | Oct. 15, 2013 | Oct. 10, 2013 | Aug. 22, 2013 | Jul. 05, 2013 | Apr. 23, 2013 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | CAD | CAD | USD ($) | USD ($) | USD ($) | ||
Debt Disclosure [Abstract] | ||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.00% | 315.00% | 324.00% | 6.00% | 3.25% | 6.00% | 324.00% | 10.00% | 8.00% | |||||||
Debt Instrument, Face Amount | $56,112 | $100,000 | $125,000 | $56,112 | $57,826 | $56,112 | $40,000 | 25,000 | 25,000 | $20,000 | $10,000 | $20,000 | ||||
Convertible Notes Payable | 84,382 | 118,732 | 37,982 | |||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 0.35 | 0.25 | 0.3 | |||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 386,187 | 386,187 | ||||||||||||||
Derivative, Loss on Derivative | 145,090 | |||||||||||||||
Derivative Liability | 336,390 | 336,390 | 336,390 | |||||||||||||
Derivative, Gain on Derivative | 49,797 | |||||||||||||||
Debt Instrument, Unamortized Discount | 248,825 | 248,825 | 248,825 | 241,096 | 23,904 | |||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | 265,000 | |||||||||||||||
Amortization of Debt Discount (Premium) | 248,825 | |||||||||||||||
Amortization of Financing Costs and Discounts | 16,175 | 16,175 | -34,099 | |||||||||||||
Repayments of Convertible Debt | -241,097 | 20,000 | 50,000 | |||||||||||||
Extinguishment of Debt, Amount | 3,424 | 116,668 | ||||||||||||||
Stock Issued During Period, Value, Issued for Consideration of Payment of Claims or Debt | $30,000 | $30,000 |
NOTE_9_CONVERTIBLE_PROMISSORY_3
NOTE 9 - CONVERTIBLE PROMISSORY NOTES (Details) - Fair Value Adjustments to the Derivative Liabilities (USD $) | 12 Months Ended | ||
Dec. 21, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Adjustments to the Derivative Liabilities [Abstract] | |||
Conversion feature of new promissory notes | $386,187 | $386,187 | |
Change in fair value (gain) | 95,293 | -34,099 | |
Fair value as at December 31, 2014 | $336,390 | $200,767 |
NOTE_9_CONVERTIBLE_PROMISSORY_4
NOTE 9 - CONVERTIBLE PROMISSORY NOTES (Details) - Summary of Promissory Notes (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 11, 2014 | Dec. 01, 2014 | |
Summary of Promissory Notes [Abstract] | ||||||
New convertible promissory notes | $406,628 | $265,000 | ||||
Original issue discount | 248,825 | 248,825 | 241,096 | 23,904 | ||
Warrant derivative | -241,096 | |||||
Amortization of debt discount | 16,175 | 16,175 | -34,099 | |||
Balance as at December 31, 2014 | $16,175 | $16,175 |
NOTE_9_CONVERTIBLE_PROMISSORY_5
NOTE 9 - CONVERTIBLE PROMISSORY NOTES (Details) - Derivative Activity (USD $) | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Derivative Activity [Abstract] | |||
$336,390 | $200,767 | ||
Repayment of convertible promissory note | -241,097 | 20,000 | 50,000 |
Gain on extinguishment of convertible promissory note | 3,424 | 116,668 | |
Change in fair value (gain) | $95,293 | ($34,099) |
NOTE_10_SHORT_TERM_LOANS_PAYAB2
NOTE 10 - SHORT TERM LOANS PAYABLE (Details) | 9 Months Ended | 12 Months Ended | 21 Months Ended | |||||||||
Oct. 15, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 10, 2014 | Dec. 21, 2015 | Dec. 11, 2015 | Dec. 01, 2015 | Dec. 30, 2013 | Oct. 10, 2013 | Aug. 22, 2013 | Jul. 05, 2013 | Apr. 23, 2013 | |
CAD | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | CAD | USD ($) | USD ($) | USD ($) | ||
Disclosure Text Block [Abstract] | ||||||||||||
Debt Instrument, Face Amount (in Dollars) | 25,000 | $56,112 | $57,826 | $100,000 | $40,000 | $125,000 | 25,000 | $20,000 | $10,000 | $20,000 | ||
Debt Instrument, Interest Rate During Period | 10.00% | 10.00% | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 680,000 | 680,000 | ||||||||||
Short-term Debt | 38,555 | 74,791 | 25,528 | |||||||||
Due to Related Parties | 1,450 | 1,450 | ||||||||||
Short-term Non-bank Loans and Notes Payable | 13,535 | 23,599 | ||||||||||
Gains (Losses) on Extinguishment of Debt | $3,424 | $116,668 |
NOTE_10_SHORT_TERM_LOANS_PAYAB3
NOTE 10 - SHORT TERM LOANS PAYABLE (Details) - Short Term Loans Payable (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 30, 2013 |
Short Term Loans Payable [Abstract] | |||
Promissory note bearing interest at 10% per annum | $25,020 | $25,664 | |
Non-interest bearing advances from director | 1,450 | 1,450 | |
Non-interest bearing short term funding from third parties | 13,535 | 23,599 | |
$38,555 | $74,791 | $25,528 |
NOTE_11_INCOME_TAXES_Details
NOTE 11 - INCOME TAXES (Details) (USD $) | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | $10,912,000 |
NOTE_11_INCOME_TAXES_Details_R
NOTE 11 - INCOME TAXES (Details) - Reconciliation of Income Tax Provision (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of Income Tax Provision [Abstract] | ||
Net loss for the year | ($4,209,038) | ($1,603,283) |
Effective statutory rate | 34.00% | 34.00% |
Expected tax recovery | -1,431,073 | -545,116 |
Net effects of non deductible and allowable items | 29,697 | -51,197 |
Change in valuation allowance | $1,401,376 | $596,313 |
NOTE_11_INCOME_TAXES_Details_D
NOTE 11 - INCOME TAXES (Details) - Deferred Income Tax Assets and Liabilities (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred Income Tax Assets and Liabilities [Abstract] | ||
Net operating loss carry forward | $3,710,244 | $2,538,950 |
Equipment | -9,335 | -220,747 |
Valuation allowance | ($3,719,579) | ($2,318,203) |
NOTE_12_COMMITMENTS_AND_CONTIN2
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) | 0 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||
Nov. 20, 2013 | Nov. 18, 2014 | Dec. 10, 2010 | Dec. 31, 2014 | Dec. 31, 2014 | Nov. 30, 2014 | Mar. 08, 2014 | Jan. 24, 2014 | Jan. 23, 2014 | Dec. 31, 2013 | Dec. 20, 2013 | Nov. 20, 2013 | |
CAD | USD ($) | CAD | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||
Payments to Acquire Software | $213,000 | |||||||||||
Accounts Payable and Other Accrued Liabilities | 63,543 | |||||||||||
Contractual Obligation, Sales Commission | 4,000,000 | 20,000,000 | 8,717,625 | |||||||||
Contractual Obligation, Sales Commission, Potential Payment | 4.50% | |||||||||||
Contractual Obligation, Sales Commission, Potential Payment, Value | 7,162,375 | |||||||||||
Contractual Obligation | 876,233 | 75,000 | 25,000,000 | 200,000,925 | ||||||||
Contractual Obligation, Sales Commission, Advance | 300,000 | |||||||||||
Contractual Obligation, Performance Incentive | 1,000,000 | |||||||||||
Contractual Obligation, Due in Next Twelve Months | 127,643 | |||||||||||
Loss Contingency, Damages Sought, Value (in Dollars) | 161,674 | |||||||||||
Litigation Settlement, Amount (in Dollars) | 101,250 | |||||||||||
Litigation Settlement, Amount, Paid (in Dollars) | 70,000 | |||||||||||
Litigation Settlement, Amount, Accrued (in Dollars) | 31,250 |
NOTE_12_COMMITMENTS_AND_CONTIN3
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) - Sublease Agreement to Office Facilities (USD $) | Dec. 31, 2014 |
Sublease Agreement to Office Facilities [Abstract] | |
2014 | $122,432 |
NOTE_13_SUBSEQUENT_EVENTS_Deta
NOTE 13 - SUBSEQUENT EVENTS (Details) (USD $) | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 15, 2015 | Dec. 11, 2009 | |
Subsequent Events [Abstract] | |||||||
Common Stock, Shares Subscribed but Unissued (in Shares) | 6,040,000 | 9,560 | |||||
Common Stock, Value, Subscriptions | $302,000 | ||||||
Development Stage Entities, Stock Issued, Value, Issued for Cash | 54,600 | 315,232 | 2,281,895 | 1,320,124 | |||
Development Stage Entities, Stock Issued, Shares, Issued for Cash (in Shares) | 1,250,000 | 6,304,633 | 45,637,917 | 26,402,460 | |||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 2,500,000 | 7,560,000 | |||||
Equity Method Investment, Ownership Percentage | 110000.00% | 100.00% | |||||
Convertible Notes Payable, Current | 1,157,500 | 16,175 | 16,175 | 16,175 | |||
Proceeds from Convertible Debt | $406,628 | $265,000 |