Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 14-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Kallo Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | -19 | |
Entity Common Stock, Shares Outstanding | 391,946,160 | |
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-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash | $74,077 | $250,339 |
Other receivables | 10,531 | 11,531 |
Deferred project costs | 24,990 | 24,990 |
Prepaid expenses | 143,326 | 122,022 |
Total Current Assets | 252,924 | 408,882 |
Deposit – long term | 45,081 | 49,220 |
Equipment, net | 159,809 | 98,241 |
TOTAL ASSETS | 457,814 | 556,343 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 965,530 | 924,494 |
Loans payable | 20,369 | 56,112 |
Derivative liabilities | 1,035,028 | 336,390 |
Convertible promissory notes, net of discount of $448,160 and $248,825 respectively | 176,007 | 16,175 |
Short term loans payable | 36,144 | 38,555 |
Deferred lease inducement | 28,444 | 35,181 |
Deferred revenue | 24,990 | 24,990 |
Total Current Liabilities | 2,286,512 | 1,431,897 |
Convertible promissory notes, net of discount of $78,789 and $Nil respectively | 10,100 | |
TOTAL LIABILITIES | 2,296,612 | 1,431,897 |
Stockholders' Deficiency | ||
Preferred stock, $0.00001 par value, 100,000,000 shares authorized, 95,000,000 (December 31, 2014 – 95,000,000) Series A preferred shares issued and outstanding | 950 | 950 |
Common stock, $0.00001 par value, 500,000,000 (December 31, 2014 – 500,000,000) shares authorized, 391,946,160 and 382,156,160 shares issued and outstanding, respectively. | 3,919 | 3,822 |
Additional paid-in capital | 22,865,832 | 22,297,758 |
Accumulated deficit | -24,709,499 | -23,178,084 |
Total Stockholders' Deficiency | -1,838,798 | -875,554 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | $457,814 | $556,343 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Convertible promissory notes, net of discount (in Dollars) | $448,160 | $248,825 |
Convertible promissory notes, net of discount (in Dollars) | $78,789 | |
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 | 391,946,160 | 382,156,160 |
Common Stock, outstanding | 391,946,160 | 382,156,160 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
General and administration | $1,043,412 | $532,750 |
Selling and marketing | 45,114 | 124,136 |
Foreign exchange gain | -31,384 | -31,900 |
Depreciation | 8,654 | 11,373 |
Interest and financing costs | 173,609 | 5,211 |
Change in fair value on derivative liabilities | 292,010 | |
Loss on extinguishment of short term loan payable | 3,424 | |
1,531,415 | 644,994 | |
Net Loss | ($1,531,415) | ($644,994) |
Basic and diluted net loss per share (in Dollars per share) | $0 | $0 |
Basic and diluted net loss per share (in Shares) | 387,141,604 | 332,315,088 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Deficiency (Unaudited) (USD $) | 3 Months Ended | 11 Months Ended | 30 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2015 | Nov. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Balance at period end | ($875,554) | ($875,554) | |||
Balance at period end (in Shares) | 382,156,160 | 382,156,160 | |||
Issuance of common shares – Kodiak put | 54,600 | 54,600 | |||
Issuance of common shares – Kodiak put (in Shares) | 1,250,000 | ||||
Shares issued for services | 36,571 | 211,571 | 75,000 | ||
Shares issued for services (in Shares) | 1,000,000 | ||||
Issuance of common shares for cash | 302,000 | ||||
Issuance of common shares for cash (in Shares) | 6,040,000 | ||||
Net Loss | -1,531,415 | ||||
Balance at period end | -1,838,798 | -1,838,798 | -1,838,798 | ||
Balance at period end (in Shares) | 391,946,160 | 391,946,160 | 391,946,160 | ||
Preferred Stock [Member] | |||||
Balance at period end | 950 | ||||
Balance at period end (in Shares) | 95,000,000 | ||||
Balance at period end | 950 | 950 | 950 | 950 | |
Balance at period end (in Shares) | 95,000,000 | 95,000,000 | 95,000,000 | 95,000,000 | |
Common Stock [Member] | |||||
Balance at period end | 3,822 | 3,822 | |||
Balance at period end (in Shares) | 382,156,160 | 382,156,160 | |||
Issuance of common shares – Kodiak put | 12 | ||||
Issuance of common shares – Kodiak put (in Shares) | 1,250,000 | ||||
Shares issued for services | 25 | ||||
Shares issued for services (in Shares) | 2,500,000 | ||||
Issuance of common shares for cash | 60 | ||||
Issuance of common shares for cash (in Shares) | 6,040,000 | ||||
Balance at period end | 3,919 | 3,919 | 3,919 | ||
Balance at period end (in Shares) | 391,946,160 | 391,946,160 | 391,946,160 | ||
Additional Paid-in Capital [Member] | |||||
Balance at period end | 22,297,758 | 22,297,758 | |||
Issuance of common shares – Kodiak put | 54,588 | ||||
Shares issued for services | 211,546 | ||||
Issuance of common shares for cash | 301,940 | ||||
Balance at period end | 22,865,832 | 22,865,832 | 22,865,832 | ||
Retained Earnings [Member] | |||||
Balance at period end | -23,178,084 | -23,178,084 | |||
Net Loss | -1,531,415 | ||||
Balance at period end | ($24,709,499) | ($24,709,499) | ($24,709,499) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | ||
Mar. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net Loss | ($1,531,415) | ($644,994) | |
Adjustment to reconcile net loss to cash used in operating activities: | |||
Depreciation | 8,654 | 11,373 | |
Stock based compensation | 211,571 | 230,400 | |
Loss on extinguishment of short term loan payable | -3,424 | ||
Change in fair value on derivative liabilities | 292,010 | ||
Deferred lease inducement | -6,737 | ||
Amortization of debt discount | 169,932 | ||
Unrealized foreign exchange gain | -29,689 | ||
Changes in operating assets and liabilities: | |||
Decrease (increase) in other receivables | 1,000 | -33,768 | |
(Increase) decrease in prepaid expenses | -17,165 | -4,295 | |
Increase (decrease) in accounts payable and accrued liabilities | 53,956 | -205,280 | |
NET CASH USED IN OPERATING ACTIVITIES | -847,883 | -643,140 | |
CASH FLOWS FROM INVESTING ACTIVITY | |||
Purchase of equipment | -64,490 | ||
NET CASH USED IN INVESTING ACTIVITY | -64,490 | ||
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from issuance of common stock | 356,600 | 653,210 | |
Proceeds for shares to be issued | 65,940 | ||
Proceeds from convertible promissory notes | 448,056 | 406,628 | |
Repayment of loans payable | -33,171 | ||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 730,057 | 719,150 | |
Effect of exchange rate changes on cash | 6,054 | ||
NET (DECREASE) INCREASE IN CASH | -176,262 | 76,010 | |
CASH - BEGINNING OF PERIOD | 250,339 | 250,339 | 27,448 |
CASH - END OF PERIOD | 74,077 | 103,458 | |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Conversion of loans payable into common shares | 23,776 | ||
Initial debt discount on convertible promissory notes | $406,628 |
NOTE_1_ORGANIZATION_AND_GOING_
NOTE 1 - ORGANIZATION AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2015 | |
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 unaudited 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 $24,709,499 at March 31, 2015. 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. These 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 | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2 – ACCOUNTING POLICIES AND OPERATIONS |
Basis of Presentation | |
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X related to smaller reporting companies. These unaudited consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and notes, which are included as part of the Company's Form 10-K filed with the SEC for the year ended December 31, 2014. | |
Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited consolidated financial statements for fiscal year ended December 31, 2014 as reported in the 10-K have been omitted. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation, have been included in the accompanying unaudited consolidated financial statements. | |
Recently Adopted Accounting Pronouncements | |
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_COMMON_STOCK
NOTE 3 - COMMON STOCK | 3 Months Ended |
Mar. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 3 – COMMON STOCK |
During the three months period ended March 31, 2015, the Company issued 6,040,000 shares for cash of $302,000 and 2,500,000 shares valued at $175,000 to a consultant for services rendered. | |
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 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 three months period ended March 31, 2015, the Company put $54,600 and 1,250,000 shares were issued pursuant to the above Agreement. | |
On November 6, 2014, 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. The estimated fair value of the common shares to be issued, based upon its trading prices, is recognized over the vesting period and an amount of $36,571 was recognized during the three months ended March 31, 2015. | |
NOTE_4_RELATED_PARTY_TRANSACTI
NOTE 4 - RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 4 – RELATED PARTY TRANSACTIONS |
During the three months period ended March 31, 2015, 1,200,000 shares were issued to a director of the Company for cash of $60,000 and were included in the 6,040,000 shares issued for cash during the period (See Note 3). | |
Included in accounts payable and accrued liabilities is an amount of $15,975 due to a directors and officers of the Company as at March 31, 2015. | |
NOTE_5_LOAN_PAYABLE
NOTE 5 - LOAN PAYABLE | 3 Months Ended |
Mar. 31, 2015 | |
Payable Loans [Abstract] | |
Payable Loans | NOTE 5 – LOAN PAYABLE |
As at March 31, 2015, a loan payable of $20,369 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 $7,235, all due within the next 12 months. | |
NOTE_6_CONVERTIBLE_PROMISSORY_
NOTE 6 - CONVERTIBLE PROMISSORY NOTES | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||
Debt Disclosure [Text Block] | NOTE 6 – CONVERTIBLE PROMISSORY NOTES | ||||||||||||||||
The convertible promissory notes are unsecured and bear interest at between 8% and 12% 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 and were issued as disclosed in the following table. The Holders of the 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 prices per share disclosed in the following table. | |||||||||||||||||
Face amount | Interest rate | Due date | Conversion price per share | ||||||||||||||
Promissory note of $125,000 | 8% | 1-Dec-15 | 75% of average of the previous two lowest trading | ||||||||||||||
days over the last 15 trading days | |||||||||||||||||
Promissory note of $40,000 | 8% | 11-Dec-15 | 75% of average of the previous two lowest trading | ||||||||||||||
days over the last 15 trading days | |||||||||||||||||
Promissory note of $100,000 | 10% | 21-Dec-15 | 65% of lowest trading day over the last 15 | ||||||||||||||
trading days | |||||||||||||||||
Promissory note of $100,000 | 12% | 8-Jul-15 | 55% of the lowest trading price over the last 20 | ||||||||||||||
trading days | |||||||||||||||||
Promissory note of $50,000 | 8% | 5-Oct-15 | 60% of the lowest trading price over the last 15 | ||||||||||||||
trading days | |||||||||||||||||
Promissory note of $87,500 | 8% | 15-Jan-16 | 70% of average of two lowest closing bid price | ||||||||||||||
over the last 15 trading days | |||||||||||||||||
Promissory note of $66,667 | 12% | 3-Feb-16 | 60% of the lowest trading price over the last 25 | ||||||||||||||
trading days | |||||||||||||||||
Promissory note of $55,000 | 10% | 12-Feb-16 | 63% of the lowest trading price over the last 25 | ||||||||||||||
trading days | |||||||||||||||||
Promissory note of $38,889 | 8% | 18-Dec-16 | 65% of the lowest trading price over the last 20 | ||||||||||||||
trading days | |||||||||||||||||
Promissory note of $50,000 | 12% | 3-Feb-17 | 65% of the lowest trading price over the last 25 | ||||||||||||||
trading days | |||||||||||||||||
During the quarter ended March 31, 2015, at the commitment dates, the initial fair values of the embedded conversion feature for the new convertible promissory notes were estimated at $782,310 and recorded as derivative liabilities, resulting in a Day 1 loss of $375,682. On March 31, 2015, all the derivative liabilities were valued at $1,035,028 which resulted in gain in a further gain in fair value of $83,672 for the period ended March 31, 2015. The original issue discount for the new convertible promissory notes was $41,428 and $406,628 was allocated to the embedded derivative liabilities. The debt discounts are amortized over the terms of the respective Notes and were $526,949 at March 31, 2015 resulting in net finance charge of $169,932 for the period ended March 31, 2015 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: | |||||||||||||||||
Fair value as at January 1, 2015 | $ | 336,390 | |||||||||||||||
Conversion feature of new promissory notes | 782,310 | ||||||||||||||||
Change in fair value (gain) | (83,672 | ) | |||||||||||||||
Fair value as at March 31, 2015 | $ | 1,035,028 | |||||||||||||||
A summary of the promissory notes is as follows: | |||||||||||||||||
Balance as at January 1, 2015 | $ | 16,175 | |||||||||||||||
New convertible promissory notes | 448,056 | ||||||||||||||||
Original issue discount | (41,428 | ) | |||||||||||||||
Derivative liabilities | (406,628 | ) | |||||||||||||||
Amortization of debt discount | 169,932 | ||||||||||||||||
Balance as at March 31, 2015 | $ | 186,107 | |||||||||||||||
Derivative liabilities are accounted for at fair value by level within the fair value hierarchy at March 31, 2015 and December 31, 2014 as follows: | |||||||||||||||||
31-Mar-15 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Liabilities: | |||||||||||||||||
Derivative liabilities | $ | - | $ | - | $ | 1,035,028 | $ | 1,035,028 | |||||||||
31-Dec-14 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Liabilities: | |||||||||||||||||
Derivative liabilities | $ | - | $ | - | $ | 336,390 | $ | 336,390 | |||||||||
NOTE_7_SHORT_TERM_LOANS_PAYABL
NOTE 7 - SHORT TERM LOANS PAYABLE | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Disclosure Text Block [Abstract] | |||||||||
Short-term Debt [Text Block] | NOTE 7 – SHORT TERM LOANS PAYABLE | ||||||||
March 31, | 31-Dec-14 | ||||||||
2015 | |||||||||
Promissory note bearing interest at 10% per annum, due April 15, 2015 | $ | 22,609 | $ | 25,020 | |||||
Non-interest bearing short term funding from third parties | 13,535 | 13,535 | |||||||
$ | 36,144 | $ | 38,555 | ||||||
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 Company is in the process of finalizing an extension of the due date. The amount outstanding as at March 31, 2015 was $22,609, including interest. | |||||||||
As at March 31, 2015, the balance of $13,535 represented short term funding provided by third parties which are non-interest bearing, unsecured and have no fixed repayment date. | |||||||||
NOTE_8_COMMITMENTS_AND_CONTING
NOTE 8 - COMMITMENTS AND CONTINGENCIES | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies Disclosure [Text Block] | NOTE 8 – COMMITMENTS AND CONTINGENCIES | ||||
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: | |||||
Year ending December 31, 2015 | $ | 180,360 | |||
Year ending December 31, 2016 | 220,440 | ||||
$ | 400,800 | ||||
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: | |||||
- | $20,000,000, payable as to an advance of $300,000 immediately after the loan agreement for the Kallo MobileCare and RuralCare program is signed by the Minister of Finance of the Republic of Guinea and the remainder within 7 to 14 business days of receipt of payment for the Project by Kallo in proportion to the payments received by Kallo. | ||||
- | $4,000,000, payable within 7 to 14 business days of receipt of payment for the Project by Kallo in proportion to the payments received by Kallo. In addition, a performance incentive payment of $1,000,000 will be payable to three persons related to the third party in accordance to the same terms of payment described herein. | ||||
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. | |||||
NOTE_9_SUBSEQUENT_EVENTS
NOTE 9 - SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 9 – SUBSEQUENT EVENTS |
Share issuance | |
From April 1, 2015 through May 14, 2015, the Company has signed subscription agreements for the issuance of 25,739,900 shares for a total cash consideration of $995,322 and an agreement to issue 1,557,840 shares for services to be rendered in the amount of $171,362. | |
NOTE_6_CONVERTIBLE_PROMISSORY_1
NOTE 6 - CONVERTIBLE PROMISSORY NOTES (Tables) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, 2015 | Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||
Schedule of Debt [Table Text Block] | Face amount | Interest rate | Due date | Conversion price per share | ||||||||||||||||||||||||||||||
Promissory note of $125,000 | 8% | 1-Dec-15 | 75% of average of the previous two lowest trading | |||||||||||||||||||||||||||||||
days over the last 15 trading days | ||||||||||||||||||||||||||||||||||
Promissory note of $40,000 | 8% | 11-Dec-15 | 75% of average of the previous two lowest trading | |||||||||||||||||||||||||||||||
days over the last 15 trading days | ||||||||||||||||||||||||||||||||||
Promissory note of $100,000 | 10% | 21-Dec-15 | 65% of lowest trading day over the last 15 | |||||||||||||||||||||||||||||||
trading days | ||||||||||||||||||||||||||||||||||
Promissory note of $100,000 | 12% | 8-Jul-15 | 55% of the lowest trading price over the last 20 | |||||||||||||||||||||||||||||||
trading days | ||||||||||||||||||||||||||||||||||
Promissory note of $50,000 | 8% | 5-Oct-15 | 60% of the lowest trading price over the last 15 | |||||||||||||||||||||||||||||||
trading days | ||||||||||||||||||||||||||||||||||
Promissory note of $87,500 | 8% | 15-Jan-16 | 70% of average of two lowest closing bid price | |||||||||||||||||||||||||||||||
over the last 15 trading days | ||||||||||||||||||||||||||||||||||
Promissory note of $66,667 | 12% | 3-Feb-16 | 60% of the lowest trading price over the last 25 | |||||||||||||||||||||||||||||||
trading days | ||||||||||||||||||||||||||||||||||
Promissory note of $55,000 | 10% | 12-Feb-16 | 63% of the lowest trading price over the last 25 | |||||||||||||||||||||||||||||||
trading days | ||||||||||||||||||||||||||||||||||
Promissory note of $38,889 | 8% | 18-Dec-16 | 65% of the lowest trading price over the last 20 | |||||||||||||||||||||||||||||||
trading days | ||||||||||||||||||||||||||||||||||
Promissory note of $50,000 | 12% | 3-Feb-17 | 65% of the lowest trading price over the last 25 | |||||||||||||||||||||||||||||||
trading days | ||||||||||||||||||||||||||||||||||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Fair value as at January 1, 2015 | $ | 336,390 | |||||||||||||||||||||||||||||||
Conversion feature of new promissory notes | 782,310 | |||||||||||||||||||||||||||||||||
Change in fair value (gain) | (83,672 | ) | ||||||||||||||||||||||||||||||||
Fair value as at March 31, 2015 | $ | 1,035,028 | ||||||||||||||||||||||||||||||||
Schedule of Summary of Derivative Liability | Balance as at January 1, 2015 | $ | 16,175 | |||||||||||||||||||||||||||||||
New convertible promissory notes | 448,056 | |||||||||||||||||||||||||||||||||
Original issue discount | (41,428 | ) | ||||||||||||||||||||||||||||||||
Derivative liabilities | (406,628 | ) | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 169,932 | |||||||||||||||||||||||||||||||||
Balance as at March 31, 2015 | $ | 186,107 | ||||||||||||||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | 31-Mar-15 | 31-Dec-14 | ||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||
Liabilities: | Liabilities: | |||||||||||||||||||||||||||||||||
Derivative liabilities | $ | - | $ | - | $ | 1,035,028 | $ | 1,035,028 | Derivative liabilities | $ | - | $ | - | $ | 336,390 | $ | 336,390 |
NOTE_7_SHORT_TERM_LOANS_PAYABL1
NOTE 7 - SHORT TERM LOANS PAYABLE (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Disclosure Text Block [Abstract] | |||||||||
Schedule of Short-term Debt [Table Text Block] | March 31, | 31-Dec-14 | |||||||
2015 | |||||||||
Promissory note bearing interest at 10% per annum, due April 15, 2015 | $ | 22,609 | $ | 25,020 | |||||
Non-interest bearing short term funding from third parties | 13,535 | 13,535 | |||||||
$ | 36,144 | $ | 38,555 |
NOTE_8_COMMITMENTS_AND_CONTING1
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Year ending December 31, 2015 | $ | 180,360 | ||
Year ending December 31, 2016 | 220,440 | ||||
$ | 400,800 |
NOTE_1_ORGANIZATION_AND_GOING_1
NOTE 1 - ORGANIZATION AND GOING CONCERN (Details) (USD $) | Mar. 31, 2015 |
Organizationand Going Concern [Abstract] | |
Cumulative Earnings (Deficit) | $24,709,499 |
NOTE_3_COMMON_STOCK_Details
NOTE 3 - COMMON STOCK (Details) (USD $) | 3 Months Ended | 11 Months Ended | 30 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2015 | Nov. 30, 2015 | Mar. 31, 2015 | |
Stockholders' Equity Note [Abstract] | ||||
Development Stage Entities, Stock Issued, Shares, Issued for Cash (in Shares) | 6,040,000 | |||
Development Stage Entities, Stock Issued, Value, Issued for Cash | $302,000 | |||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 2,500,000 | |||
Stock Issued During Period, Value, Issued for Services | 175,000 | |||
Commitment Shares Held In Trust By Kodiak | 2,000,000 | |||
Sale of Stock, Number of Shares Issued in Transaction (in Shares) | 50,000,000 | |||
Stock Issued During Period, Value, Issued to Kodiak Capital Group LLC | 54,600 | 54,600 | ||
Stock Issued During Period, Shares, Issued to Kodiak Capital LLC (in Shares) | 1,250,000 | |||
Stock Issued During Period, Value, Issued for Consulting Services | $36,571 | $211,571 | $75,000 | |
Stock Issued During Period, Shares, Issued for Consulting Services (in Shares) | 1,000,000 |
NOTE_4_RELATED_PARTY_TRANSACTI1
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Stock Issued During Period, Shares, Issued for Cash from Related Party | 1,200,000 |
Stock Issued During Period, Value, Issued for Cash from Related Party | $60,000 |
Development Stage Entities, Stock Issued, Shares, Issued for Cash | 6,040,000 |
Due to Officers or Stockholders | $15,975 |
NOTE_5_LOAN_PAYABLE_Details
NOTE 5 - LOAN PAYABLE (Details) (CAD) | 1 Months Ended | ||||||||||
Mar. 31, 2015 | Feb. 03, 2017 | Dec. 18, 2016 | Feb. 12, 2016 | Feb. 03, 2016 | Jan. 15, 2016 | Dec. 21, 2015 | Dec. 11, 2015 | Dec. 01, 2015 | Oct. 05, 2015 | Jul. 08, 2015 | |
Payable Loans [Abstract] | |||||||||||
Loans Payable | 20,369 | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.00% | 12.00% | 8.00% | 10.00% | 12.00% | 8.00% | 10.00% | 8.00% | 8.00% | 8.00% | 12.00% |
Debt Instrument, Periodic Payment | 7,235 |
NOTE_6_CONVERTIBLE_PROMISSORY_2
NOTE 6 - CONVERTIBLE PROMISSORY NOTES (Details) (USD $) | 3 Months Ended | ||
Mar. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |||
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum | 8.00% | ||
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Maximum | 12.00% | ||
Debt Instrument, Convertible, Beneficial Conversion Feature | $782,310 | ||
Derivative, Loss on Derivative | 375,682 | ||
Derivative Liability | 1,035,028 | ||
Derivative, Gain on Derivative | 83,672 | ||
Debt Instrument, Unamortized Discount | -41,428 | 448,160 | 248,825 |
Embedded Derivative, Fair Value of Embedded Derivative Liability | 406,628 | ||
Debt Instrument, Unamortized Discount (Premium), Net | 78,789 | ||
Amortization of Financing Costs and Discounts | $169,932 | $169,932 |
NOTE_6_CONVERTIBLE_PROMISSORY_3
NOTE 6 - CONVERTIBLE PROMISSORY NOTES (Details) - Convertible Promissory Notes Summary | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | 13 Months Ended | 24 Months Ended | 25 Months Ended | ||||
Jul. 08, 2015 | Oct. 05, 2015 | Dec. 01, 2015 | Dec. 11, 2015 | Dec. 21, 2015 | Jan. 15, 2016 | Feb. 03, 2016 | Feb. 12, 2016 | Dec. 18, 2016 | Feb. 03, 2017 | Mar. 31, 2015 | |
Convertible Promissory Notes Summary [Abstract] | |||||||||||
12.00% | 8.00% | 8.00% | 8.00% | 10.00% | 8.00% | 12.00% | 10.00% | 8.00% | 12.00% | 6.00% | |
8-Jul-15 | 5-Oct-15 | 1-Dec-15 | 11-Dec-15 | 21-Dec-15 | 15-Jan-16 | 3-Feb-16 | 12-Feb-16 | 18-Dec-16 | 3-Feb-17 | ||
55% of the lowest trading price over the last 20 trading days | 60% of the lowest trading price over the last 15 trading days | 75% of average of the previous two lowest trading days over the last 15 trading days | 75% of average of the previous two lowest trading days over the last 15 trading days | 65% of lowest trading day over the last 15 trading days | 70% of average of two lowest closing bid price over the last 15 trading days | 60% of the lowest trading price over the last 25 trading days | 63% of the lowest trading price over the last 25 trading days | 65% of the lowest trading price over the last 20 trading days | 65% of the lowest trading price over the last 25 trading days |
NOTE_6_CONVERTIBLE_PROMISSORY_4
NOTE 6 - CONVERTIBLE PROMISSORY NOTES (Details) - Fair Value Adjustments to the Derivative Liabilities (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Fair Value Adjustments to the Derivative Liabilities [Abstract] | |
Fair value | $336,390 |
Conversion feature of new promissory notes | 782,310 |
Change in fair value (gain) | -83,672 |
Fair value | $1,035,028 |
NOTE_6_CONVERTIBLE_PROMISSORY_5
NOTE 6 - CONVERTIBLE PROMISSORY NOTES (Details) - Summary of Convertible Promissory Note Activity (USD $) | 3 Months Ended | ||
Mar. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Summary of Convertible Promissory Note Activity [Abstract] | |||
Balance | $16,175 | $16,175 | |
New convertible promissory notes | 448,056 | 406,628 | |
Original issue discount | -41,428 | 448,160 | 248,825 |
Derivative liabilities | -406,628 | 1,035,028 | 336,390 |
Amortization of debt discount | 169,932 | 169,932 | |
Balance | $186,107 |
NOTE_6_CONVERTIBLE_PROMISSORY_6
NOTE 6 - CONVERTIBLE PROMISSORY NOTES (Details) - Fair Value of Derivative Liabilities (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Fair Value of Derivative Liabilities [Abstract] | ||
Derivative liabilities | $1,035,028 | $336,390 |
Derivative liabilities | $1,035,028 | $336,390 |
NOTE_6_CONVERTIBLE_PROMISSORY_7
NOTE 6 - CONVERTIBLE PROMISSORY NOTES (Details) - Fair Value of Derivative Liabilities (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Mar. 30, 2015 | |
Fair Value of Derivative Liabilities [Abstract] | |||
Derivative liabilities | $1,035,028 | $336,390 | |
Derivative liabilities | $1,035,028 | $336,390 | ($406,628) |
NOTE_7_SHORT_TERM_LOANS_PAYABL2
NOTE 7 - SHORT TERM LOANS PAYABLE (Details) | 9 Months Ended | |
Oct. 15, 2013 | Mar. 31, 2015 | |
CAD | USD ($) | |
Disclosure Text Block [Abstract] | ||
Debt Instrument, Face Amount (in Dollars) | 25,000 | |
Debt Instrument, Interest Rate During Period | 10.00% | |
Short-term Bank Loans and Notes Payable | 22,609 | |
Short-term Non-bank Loans and Notes Payable | $13,535 |
NOTE_7_SHORT_TERM_LOANS_PAYABL3
NOTE 7 - SHORT TERM LOANS PAYABLE (Details) - Short Term Loans Payable (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Short Term Loans Payable [Abstract] | ||
Promissory note bearing interest at 10% per annum, due April 15, 2015 | $22,609 | $25,020 |
Non-interest bearing short term funding from third parties | 13,535 | 13,535 |
$36,144 | $38,555 |
NOTE_8_COMMITMENTS_AND_CONTING2
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 1 Months Ended | |||||
Nov. 20, 2012 | 14-May-15 | 13-May-15 | Mar. 08, 2014 | Jan. 24, 2014 | Jan. 23, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Contractual Obligation | $158,500,000 | $171,362 | $1,557,840 | $25,000,000 | $200,000,925 | |
Contractual Obligation, Sales Commission | 8,717,625 | 4,000,000 | 20,000,000 | |||
Contractual Obligation, Sales Commsion Potential Payment | 4.50% | |||||
Contractual Obligation, Sales Commission, Potential Payment, Value | 7,162,375 | |||||
Contractual Obligation, Sales Commission, Advance | 300,000 | |||||
Contractual Obligation, Performance Incentive | $1,000,000 |
NOTE_8_COMMITMENTS_AND_CONTING3
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Details) - Sublease Agreement to Office Facilities (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Sublease Agreement to Office Facilities [Abstract] | |||
Year ending | $220,440 | $180,360 | |
$400,800 |
NOTE_9_SUBSEQUENT_EVENTS_Detai
NOTE 9 - SUBSEQUENT EVENTS (Details) (USD $) | 14-May-15 | 13-May-15 | Mar. 08, 2014 | Jan. 23, 2014 | Nov. 20, 2012 |
Subsequent Events [Abstract] | |||||
Common Stock, Shares Subscribed but Unissued (in Shares) | 25,739,900 | ||||
Common Stock, Value, Subscriptions | $995,322 | ||||
Contractual Obligation | $171,362 | $1,557,840 | $25,000,000 | $200,000,925 | $158,500,000 |