Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 20, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Kallo Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 6,845,787,739 | |
Amendment Flag | false | |
Entity Central Index Key | 1,389,034 | |
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 | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash | $ 17,893 | $ 4,998 |
Prepaid expenses | 106,522 | 132,259 |
Total Current Assets | 124,415 | 137,257 |
Deposit – long term | 20,627 | |
Equipment, net | 119,785 | 135,551 |
TOTAL ASSETS | 244,200 | 293,435 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 1,642,015 | 1,204,942 |
Derivative liabilities | 212,283 | 210,834 |
Convertible promissory notes, net of discount of $43,178 and $69,568 respectively | 199,102 | 204,826 |
Convertible loans payable – third parties | 146,116 | 105,395 |
Short term loans payable | 16,765 | 15,730 |
Convertible loans payable – related parties | 447,393 | 272,712 |
Deferred lease inducement | 12,610 | 15,380 |
Total Current Liabilities | 2,676,284 | 2,029,819 |
Convertible promissory notes, net of discount of $21,679 and $59,939 respectively | 41,698 | 24,551 |
TOTAL LIABILITIES | 2,717,982 | 2,054,370 |
Stockholders' Deficiency | ||
Preferred stock, $0.00001 par value, 100,000,000 shares authorized, 95,000,000 Series A preferred shares issued and outstanding | 950 | 950 |
Common stock, $0.00001 par value, 15,000,000,000 shares authorized, 6,845,787,739 and 5,648,390,746 shares issued and outstanding, respectively | 68,459 | 56,485 |
Additional paid-in capital | 30,407,485 | 30,324,674 |
Accumulated deficit | (32,950,676) | (32,143,044) |
Total Stockholders' Deficiency | (2,473,782) | (1,760,935) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | $ 244,200 | $ 293,435 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Convertible promissory notes, net of discount (in Dollars) | $ 43,178 | $ 69,568 |
Convertible promissory notes, net of discount (in Dollars) | $ 21,679 | $ 59,939 |
Preferred stock, authorized | 100,000,000 | 100,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, issued | 95,000,000 | 95,000,000 |
Preferred stock, outstanding | 95,000,000 | 95,000,000 |
Common stock, authorized | 15,000,000,000 | 15,000,000,000 |
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, issued | 6,845,787,739 | 5,648,390,746 |
Common Stock, outstanding | 6,845,787,739 | 5,648,390,746 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Expenses | ||
General and administration | $ 612,061 | $ 1,043,412 |
Selling and marketing | 408 | 45,114 |
Foreign exchange gain | 71,554 | (31,384) |
Depreciation | 15,766 | 8,654 |
Interest and financing costs | 65,414 | 173,609 |
Change in fair value on derivative liabilities | 42,429 | 292,010 |
807,632 | 1,531,415 | |
Net Loss | $ (807,632) | $ (1,531,415) |
Basic and diluted net loss per share (in Dollars per share) | $ 0 | $ 0 |
Weighted average shares used in calculating Basic and diluted net loss per share (in Shares) | 6,322,786,890 | 387,141,604 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
May. 20, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net Loss | $ (807,632) | $ (1,531,415) | ||
Adjustment to reconcile net loss to cash used in operating activities: | ||||
Depreciation | 15,766 | 8,654 | ||
Stock based compensation | 211,571 | |||
Change in fair value on derivative liabilities | 42,429 | 292,010 | ||
Interest and penalties on promissory notes | 577 | |||
Deferred lease inducement | (2,771) | (6,737) | ||
Amortization of debt discount | 64,651 | 169,932 | ||
Unrealized foreign exchange gain | 50,319 | (29,689) | ||
Changes in operating assets and liabilities: | ||||
Decrease (increase) in other receivables | 1,000 | |||
(Increase) decrease in prepaid expenses | 46,364 | (17,165) | ||
Increase (decrease) in accounts payable and accrued liabilities | 419,702 | 53,956 | ||
NET CASH USED IN OPERATING ACTIVITIES | (170,595) | (847,883) | ||
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 | |||
Proceeds from convertible promissory notes | $ 48,125 | 406,628 | $ (607,510) | |
Proceeds from other convertible notes ($150,556 from related parties) | 180,556 | |||
Repayment of loans payable | (33,171) | |||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 180,556 | 730,057 | ||
Effect of exchange rate changes on cash | 2,934 | 6,054 | ||
NET (DECREASE) INCREASE IN CASH | 12,895 | (176,262) | ||
CASH - BEGINNING OF PERIOD | $ 17,893 | 4,998 | 250,339 | 250,339 |
CASH - END OF PERIOD | 17,893 | 74,077 | $ 4,998 | |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||
Conversion of promissory notes into common shares | $ 94,785 | |||
Initial debt discount on convertible promissory notes | $ 406,628 |
NOTE 1 - BUSINESS AND GOING CON
NOTE 1 - BUSINESS AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2016 | |
Organizationand Going Concern [Abstract] | |
Organizationand Going Concern | NOTE 1 – BUSINESS AND GOING CONCERN Organization Kallo Inc. ("Kallo" or the "Company") develops customized health care solutions designed to improve or enhance the delivery of care in the countries and regions we serve. 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 $32,950,676 at March 31, 2016. The Company is expected to incur additional losses as it executes its go to market strategy. 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. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
NOTE 2 - ACCOUNTING POLICIES AN
NOTE 2 - ACCOUNTING POLICIES AND OPERATIONS | 3 Months Ended |
Mar. 31, 2016 | |
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 conformity 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, 2015. 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, 2015 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 Management does 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, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 3 – COMMON STOCK During the three months period ended March 31, 2016, the holders of promissory notes converted the principal and the related interest outstanding of $53,805 into 1,197,396,933 shares. The fair value of the derivative liability associated with the notes that were converted, $40,980 was reclassified to equity upon conversion. Therefore the Company recorded $94,785 in conjunction with the conversions. |
NOTE 4 - RELATED PARTY TRANSACT
NOTE 4 - RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 4 – RELATED PARTY TRANSACTIONS During the three months period ended March 31, 2016, $150,566 was received from a director and an affiliate of the Company and is included in the convertible loans payable to related parties. Included in accounts payable and accrued liabilities is an amount of $7,873 and $20,312 respectively, due to a director and officer of the Company as at March 31, 2016. |
NOTE 5 - CONVERTIBLE PROMISSORY
NOTE 5 - CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES | 3 Months Ended |
Mar. 31, 2016 | |
Table Text Block Supplement [Abstract] | |
Convertible Debt [Table Text Block] | NOTE 5 – CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES 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 between one and two years 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 price per share disclosed. The following table represents the remaining notes outstanding as of March 31, 2016. Face amount Interest rate Due date Conversion price per share Promissory note of $125,000 8 % December 1, 2015 75% of average of the previous two lowest trading days over the last 15 trading days Promissory note of $100,000 10 % December 21, 2015 65% of lowest trading day over the last 15 trading days Promissory note of $87,500 8 % January 15, 2016 70% of average of two lowest closing bid price over the last 15 trading days Promissory note of $55,000 8 % February 5, 2016 60% of the lowest trading price over the last 15 trading days Promissory note of $55,000 8 % July 9, 2016 65% of the lowest trading price over the last 15 trading days Promissory note of $40,000 8 % July 13, 2016 60% of the lowest trading price over the last 15 trading days Promissory note of $50,000 12 % February 3, 2017 65% of the lowest trading price over the last 25 trading days Promissory note of $50,000 8 % June 8, 2017 65% of the lowest trading price of the last 20 trading days During the quarter ended March 31, 2016, at the commitment dates, there were no new promissory notes. On March 31, 2016, all the derivative liabilities were valued at $212,283 which resulted in a loss in fair value of $42,429 for the period ended March 31, 2016. There were no new convertible promissory notes in the period. The debt discounts are amortized over the terms of the respective Notes and were $64,651 at March 31, 2016 resulting in net finance charge of $65,414 for the period ended March 31, 2016 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 Multinomial lattice model. The following table illustrates the fair value adjustments that were recorded related to the level 3 derivative liabilities, associated with the convertible promissory notes: March 31, December 31, 2016 2015 Fair value as at Beginning of Period $ 210,834 $ 336,390 New promissory notes - 607,510 Elimination associated with conversion of promissory notes (40,980 ) (635,176 ) Change in fair value loss (gain) 42,429 (97,890 ) Fair value as at End of Period $ 212,283 $ 210,834 |
NOTE 6 - SHORT TERM LOANS PAYAB
NOTE 6 - SHORT TERM LOANS PAYABLE AND CONVERTIBLE LOANS PAYABLE | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 6 – SHORT TERM LOANS PAYABLE AND CONVERTIBLE LOANS PAYABLE March 31, 2016 December 31, 2015 Convertible promissory note bearing interest at 15% per annum –third party 146,116 105,395 Convertible promissory note bearing interest at 15% per annum – Related Party 447,393 272,712 $ 593,509 $ 378,107 During the three month period ended March 31, 2016, $181,260 was received in cash for Convertible loans payable which included 15% interest per annum and is convertible at a fixed price at any time during the 1 year term. The company has the option to pay the note at any time. The company analyzed the conversion option for derivative accounting consideration under ASC Topic 815-40, Derivatives and Hedging – Contract in Entity's Own Stock and concluded that the embedded conversion was a derivative but the fair value of the feature was zero. The total outstanding notes from this debt offering is $593,509 of which $447,393 is to from related parties. As most of the loans are offered in Canadian dollars, they are revalued at the closing exchange rate. |
NOTE 7 - SHORT TERM LOANS PAYAB
NOTE 7 - SHORT TERM LOANS PAYABLE | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Text Block [Abstract] | |
Short-term Debt [Text Block] | NOTE 7 – SHORT TERM LOANS PAYABLE March 31, 2016 December 31, 2015 Non-interest bearing short term funding from third parties $ 16,765 $ 15,730 $ 16,765 $ 15,730 As at March 31, 2016, the balance of $16,765 represented short term funding provided by third parties which are non-interest bearing, unsecured and have no fixed repayment date. The amount in Canadian dollars is $21,772 which is subject to revaluation at the end of each quarter. |
NOTE 8 - COMMITMENTS AND CONTIN
NOTE 8 - COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2016 | |
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: 2016 $ 201,215 $ 201,215 Total rent expense for the above lease was as follows: 2014 $ 122,432 2015 209,965 $ 332,397 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 had 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. As of June 19, 2015, both contracts have been cancelled. 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 mentioned, 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. Agreements with suppliers The Company has entered into agreements with a number of service providers for licensing of software and other professional services to be rendered. The total remaining amount committed is $2,773,737 |
NOTE 9 - SUBSEQUENT EVENTS
NOTE 9 - SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 9 – SUBSEQUENT EVENTS Convertible promissory notes After March 31, 2016, promissory notes for a total of $55,195 were converted into 1,014,746,500 common shares. Convertible loans payable After March 31, 2016, a total of $48,125 was received as advances against loans which will have the same terms as described in note 6. |
NOTE 5 - CONVERTIBLE PROMISSO15
NOTE 5 - CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Table Text Block Supplement [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] | Face amount Interest rate Due date Conversion price per share Promissory note of $125,000 8 % December 1, 2015 75% of average of the previous two lowest trading days over the last 15 trading days Promissory note of $100,000 10 % December 21, 2015 65% of lowest trading day over the last 15 trading days Promissory note of $87,500 8 % January 15, 2016 70% of average of two lowest closing bid price over the last 15 trading days Promissory note of $55,000 8 % February 5, 2016 60% of the lowest trading price over the last 15 trading days Promissory note of $55,000 8 % July 9, 2016 65% of the lowest trading price over the last 15 trading days Promissory note of $40,000 8 % July 13, 2016 60% of the lowest trading price over the last 15 trading days Promissory note of $50,000 12 % February 3, 2017 65% of the lowest trading price over the last 25 trading days Promissory note of $50,000 8 % June 8, 2017 65% of the lowest trading price of the last 20 trading days |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | March 31, December 31, 2016 2015 Fair value as at Beginning of Period $ 210,834 $ 336,390 New promissory notes - 607,510 Elimination associated with conversion of promissory notes (40,980 ) (635,176 ) Change in fair value loss (gain) 42,429 (97,890 ) Fair value as at End of Period $ 212,283 $ 210,834 |
NOTE 6 - SHORT TERM LOANS PAY16
NOTE 6 - SHORT TERM LOANS PAYABLE AND CONVERTIBLE LOANS PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | March 31, 2016 December 31, 2015 Convertible promissory note bearing interest at 15% per annum –third party 146,116 105,395 Convertible promissory note bearing interest at 15% per annum – Related Party 447,393 272,712 $ 593,509 $ 378,107 |
NOTE 7 - SHORT TERM LOANS PAY17
NOTE 7 - SHORT TERM LOANS PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Text Block [Abstract] | |
Schedule of Short-term Debt [Table Text Block] | March 31, 2016 December 31, 2015 Non-interest bearing short term funding from third parties $ 16,765 $ 15,730 $ 16,765 $ 15,730 |
NOTE 8 - COMMITMENTS AND CONT18
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 2016 $ 201,215 $ 201,215 |
Schedule of Rent Expense [Table Text Block] | 2014 $ 122,432 2015 209,965 $ 332,397 |
NOTE 1 - BUSINESS AND GOING C19
NOTE 1 - BUSINESS AND GOING CONCERN (Details) | Mar. 31, 2016USD ($) |
Organizationand Going Concern [Abstract] | |
Cumulative Earnings (Deficit) | $ 32,950,676 |
NOTE 3 - COMMON STOCK (Details)
NOTE 3 - COMMON STOCK (Details) - USD ($) | 2 Months Ended | 3 Months Ended |
May. 20, 2016 | Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | ||
Debt Conversion, Converted Instrument, Amount | $ 53,805 | |
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,014,746,500 | 1,197,396,933 |
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt, Subsequent Adjustments | $ 40,980 | |
Gains (Losses) on Extinguishment of Debt | $ 94,785 |
NOTE 4 - RELATED PARTY TRANSA21
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) | 27 Months Ended |
Mar. 31, 2016USD ($) | |
Related Party Transactions [Abstract] | |
Preferred Stock Issued During Period, Value, Share-Based Compensation | $ 150,566 |
Accounts Payable, Related Parties | 7,873 |
Accrued Liabilities, Related Parties | $ 20,312 |
NOTE 5 - CONVERTIBLE PROMISSO22
NOTE 5 - CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Table Text Block Supplement [Abstract] | ||
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum | 8.00% | |
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Maximum | 12.00% | |
Derivative Liability | $ 212,283 | |
Embedded Derivative, Loss on Embedded Derivative | 42,429 | |
Amortization of Debt Discount (Premium) | $ 64,651 | $ 169,932 |
NOTE 5 - CONVERTIBLE PROMISSO23
NOTE 5 - CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES (Details) - Convertible Promissory Notes Outstanding | 9 Months Ended | 11 Months Ended | 12 Months Ended | 13 Months Ended | 18 Months Ended | 25 Months Ended | 30 Months Ended | ||
Oct. 05, 2015 | Dec. 01, 2015 | Jan. 15, 2016 | Dec. 21, 2015 | Feb. 05, 2016 | Jul. 13, 2016 | Feb. 03, 2017 | Jul. 09, 2017 | Mar. 31, 2016 | |
Convertible Promissory Notes Outstanding [Abstract] | |||||||||
Interest rate | 8.00% | 8.00% | 8.00% | 10.00% | 8.00% | 8.00% | 12.00% | 8.00% | 15.00% |
Due date | Jun. 8, 2017 | Dec. 1, 2015 | Jan. 15, 2016 | Dec. 21, 2015 | Feb. 5, 2016 | Jul. 13, 2016 | Feb. 3, 2017 | Jul. 9, 2016 | |
Conversion price per share | 65% of the lowest trading price of the last 20 trading days | 75% of average of the previous two lowest trading days over the last 15 trading days | 70% of average of two lowest closing bid price over the last 15 trading days | 65% of lowest trading day over the last 15 trading days | 60% of the lowest trading price over the last 15 trading days | 60% of the lowest trading price over the last 15 trading days | 65% of the lowest trading price over the last 25 trading days | 65% of the lowest trading price over the last 15 trading days |
NOTE 5 - CONVERTIBLE PROMISSO24
NOTE 5 - CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES (Details) - Derivative Liabilities at Fair Value - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
May. 20, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Derivative Liabilities at Fair Value [Abstract] | ||||
Fair value as at Beginning of Period | $ 210,834 | $ 336,390 | ||
New promissory notes | $ (48,125) | $ (406,628) | 607,510 | |
Elimination associated with conversion of promissory notes | (40,980) | (635,176) | ||
Change in fair value loss (gain) | 42,429 | (97,890) | ||
Fair value as at End of Period | $ 212,283 | $ 210,834 |
NOTE 6 - SHORT TERM LOANS PAY25
NOTE 6 - SHORT TERM LOANS PAYABLE AND CONVERTIBLE LOANS PAYABLE (Details) - USD ($) | 3 Months Ended | 15 Months Ended | ||||||||
Dec. 31, 2015 | Mar. 31, 2016 | Jul. 09, 2017 | Feb. 03, 2017 | Jul. 13, 2016 | Feb. 05, 2016 | Jan. 15, 2016 | Dec. 21, 2015 | Dec. 01, 2015 | Oct. 05, 2015 | |
Debt Disclosure [Abstract] | ||||||||||
Debt Instrument, Face Amount | $ 181,260 | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 15.00% | 8.00% | 12.00% | 8.00% | 8.00% | 8.00% | 10.00% | 8.00% | 8.00% | |
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 0 | |||||||||
Proceeds from Issuance of Debt | $ 593,509 | |||||||||
Proceeds from Related Party Debt | $ 447,393 |
NOTE 6 - SHORT TERM LOANS PAY26
NOTE 6 - SHORT TERM LOANS PAYABLE AND CONVERTIBLE LOANS PAYABLE (Details) - Convertible Promissory Notes - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Convertible Promissory Notes [Abstract] | ||
Convertible promissory note bearing interest at 15% per annum –third party | $ 146,116 | $ 105,395 |
Convertible promissory note bearing interest at 15% per annum – Related Party | 447,393 | 272,712 |
$ 593,509 | $ 378,107 |
NOTE 7 - SHORT TERM LOANS PAY27
NOTE 7 - SHORT TERM LOANS PAYABLE (Details) - Mar. 31, 2016 | USD ($) | CAD |
Disclosure Text Block [Abstract] | ||
Short-term Debt | $ 16,765 | CAD 21,772 |
NOTE 7 - SHORT TERM LOANS PAY28
NOTE 7 - SHORT TERM LOANS PAYABLE (Details) - Short Term, Non-interest Bearing Loans - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Short Term, Non-interest Bearing Loans [Abstract] | ||
Non-interest bearing short term funding from third parties | $ 16,765 | $ 15,730 |
$ 16,765 | $ 15,730 |
NOTE 8 - COMMITMENTS AND CONT29
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Dec. 31, 2015 | Mar. 08, 2014 | Jan. 24, 2014 | Jan. 23, 2014 | Nov. 20, 2012 |
Commitments and Contingencies Disclosure [Abstract] | |||||
Contractual Obligation | $ 2,773,737 | $ 25,000,000 | $ 200,000,925 | $ 158,500,000 | |
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, Sales Commission, Advance | $ 300,000 | ||||
Contractual Obligation, Performance Incentive | $ 1,000,000 |
NOTE 8 - COMMITMENTS AND CONT30
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Details) - Rental Payment Obligations - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Rental Payment Obligations [Abstract] | |||
2,016 | $ 201,215 | $ 209,965 | $ 122,432 |
$ 201,215 | $ 332,397 |
NOTE 8 - COMMITMENTS AND CONT31
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Details) - Total Rent Expense - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Total Rent Expense [Abstract] | |||
$ 201,215 | $ 209,965 | $ 122,432 | |
$ 201,215 | $ 332,397 |
NOTE 9 - SUBSEQUENT EVENTS (Det
NOTE 9 - SUBSEQUENT EVENTS (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
May. 20, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Subsequent Events [Abstract] | ||||
Debt Conversion, Original Debt, Amount | $ 55,195 | |||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,014,746,500 | 1,197,396,933 | ||
Proceeds from Convertible Debt | $ 48,125 | $ 406,628 | $ (607,510) |