Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Oct. 14, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Kallo Inc. | |
Document Type | 10-Q/A | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 9,907,548,954 | |
Amendment Flag | true | |
Amendment Description | The sole purpose of this Amendment to the Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2017 is to furnish the Interactive Data File exhibits pursuant to Rule 405 of Regulation S-T. No other changes have been made to this Form 10-Q and this Amendment has not been updated to reflect events occurring subsequent to the filing of this Form 10-Q. | |
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, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - CAD | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Prepaid expenses | CAD 35,748 | CAD 57,011 |
Total Current Assets | 35,748 | 57,011 |
TOTAL ASSETS | 35,748 | 57,011 |
Current Liabilities: | ||
Bank overdraft | 244 | 211 |
Accounts payable and accrued liabilities | 2,939,881 | 2,731,879 |
Derivative liabilities | 245,936 | 270,581 |
Convertible promissory notes, net of discount of $2,678 and $8,872 respectively | 314,498 | 324,586 |
Convertible loans payable – third parties | 199,564 | 191,510 |
Short term loans payable | 16,560 | 16,215 |
Convertible loans payable – related parties | 664,290 | 615,163 |
Deferred lease inducement | 0 | 1,260 |
Total Current Liabilities | 4,380,973 | 4,151,405 |
TOTAL LIABILITIES | 4,380,973 | 4,151,405 |
Commitments and Contingencies | ||
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, $0.00001 par value, 15,000,000,000 shares authorized, 8,819,548,954 and 8,098,742,772 shares issued and outstanding, respectively | 88,196 | 80,988 |
Additional paid-in capital | 31,019,568 | 30,965,822 |
Accumulated deficit | (35,453,939) | (35,142,154) |
Total Stockholders' Deficiency | (4,345,225) | (4,094,394) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | CAD 35,748 | CAD 57,011 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) | Mar. 31, 2017$ / shares | Mar. 31, 2017CADshares | Dec. 31, 2016$ / shares | Dec. 31, 2016CADshares |
Statement of Financial Position [Abstract] | ||||
Convertible promissory notes, net of discount (in Dollars) | CAD | CAD 2,678 | CAD 8,872 | ||
Convertible promissory notes, net of discount (in Dollars) | CAD | CAD 21,679 | CAD 59,939 | ||
Preferred stock, authorized | 100,000,000 | 100,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 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) | $ / shares | $ 0.00001 | $ 0.00001 | ||
Common stock, issued | 8,819,548,954 | 8,098,742,772 | ||
Common Stock, outstanding | 8,819,548,954 | 8,098,742,772 |
Consolidated Statements of Oper
Consolidated Statements of Operations | 3 Months Ended | |||
Mar. 31, 2017$ / shares | Mar. 31, 2017CADshares | Mar. 31, 2016$ / shares | Mar. 31, 2016CADshares | |
Operating Expenses | ||||
General and administration | CAD 226,773 | CAD 612,061 | ||
Selling and marketing | 503 | 408 | ||
Depreciation | 0 | 15,766 | ||
Operating loss | (227,276) | (628,235) | ||
Interest and financing costs | (58,393) | (65,414) | ||
Foreign exchange gain | (29,451) | (71,554) | ||
Change in fair value on derivative liabilities | 3,335 | (42,429) | ||
Net Loss | CAD (311,785) | CAD (807,632) | ||
Basic and diluted net loss per share | $ / shares | $ 0 | $ 0 | ||
Weighted average shares used in calculating Basic and diluted net loss per share | shares | 8,527,758,784 | 6,322,786,890 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - CAD | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | CAD (311,785) | CAD (807,632) |
Adjustment to reconcile net loss to cash used in operating activities: | ||
Depreciation | 0 | 15,766 |
Change in fair value on derivative liabilities | (3,335) | 42,429 |
Interest and penalties | 50,219 | 577 |
Deferred lease inducement | (1,260) | (2,771) |
Amortization of debt discount | 6,194 | 64,651 |
Unrealized foreign exchange loss | 8,134 | 50,319 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses | 21,263 | 46,364 |
Increase (decrease) in accounts payable and accrued liabilities | 230,348 | 419,702 |
NET CASH USED IN OPERATING ACTIVITIES | (222) | (170,595) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from short term loans payable | 189 | 0 |
Increase in bank indebtedness | 33 | 0 |
Proceeds from other convertible notes ($150,556 from related parties in 2016) | 0 | 180,556 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 222 | 180,556 |
Effect of exchange rate changes on cash | 0 | 2,934 |
NET (DECREASE) INCREASE IN CASH | 0 | 12,895 |
CASH - BEGINNING OF PERIOD | 0 | 4,998 |
CASH - END OF PERIOD | 0 | 17,893 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Income tax paid | 0 | 0 |
Interest paid | 0 | 0 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Conversion of promissory notes into common shares | 60,954 | 94,785 |
Convertible loan payable for expenses paid directly by lender | CAD 22,346 | CAD 0 |
NOTE 1 - BUSINESS AND GOING CON
NOTE 1 - BUSINESS AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2017 | |
Organizationand Going Concern [Abstract] | |
Organization 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 and a working capital deficit at March 31, 2017. The Company is expected to incur additional losses as it executes its go to market strategy. This raises substantial doubt about the Company's ability to continue as a going concern. 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. 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, 2017 | |
Accounting Policies [Abstract] | |
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, 2016. 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, 2016 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, 2017 | |
Stockholders' Equity Note [Abstract] | |
COMMON STOCK | During the three months period ended March 31, 2017, the holders of promissory notes converted the principal and the related interest outstanding of $39,644 into 720,806,182 shares. The fair value of the derivative liability associated with the notes that were converted, $21,310 was reclassified to equity upon conversion. Therefore the Company recorded $60,954 in conjunction with the conversions. 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, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | During the three months period ended March 31, 2017, $22,346 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 $390,151 due to directors of the Company as at March 31, 2017. |
NOTE 5 - CONVERTIBLE PROMISSORY
NOTE 5 - CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES | 3 Months Ended |
Mar. 31, 2017 | |
Table Text Block Supplement [Abstract] | |
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 at March 31, 2017: Face amount Interest rate Due date Conversion price per share Promissory note of $100,000 10% December 21, 2015 65% of lowest trading day 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 $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 over the last 20 trading days During the period ended March 31, 2017, there were no new promissory notes. On March 31, 2017, all the derivative liabilities were valued at $245,936 which resulted in a gain in fair value of $3,335 for the period ended March 31, 2017. The debt discounts are amortized over the terms of the respective Notes and were $6,194 at March 31, 2017 and, together with interest and penalties of $23,362 on the promissory notes, are included in net finance charge of $58,393 for the period ended March 31, 2017 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, 2017 Fair value as at Beginning of Period $ 270,581 Elimination associated with conversion of promissory notes (21,310 ) Change in fair value loss (gain) (3,335 ) Fair value as at End of Period $ 245,936 A summary of the promissory notes is as follows: March 31, March 31, 2017 2016 Balance as at Beginning of Period $ 324,586 $ 229,377 Interest and Penalties 23,362 577 Converted into shares (39,644 ) (53,805 ) Amortization of debt discount 6,194 64,651 Balance as at End of Period $ 314,498 $ 240,800 Convertible notes – short term (314,498 ) (199,102 ) Convertible notes – long term $ - $ 41,698 Convertible promissory notes are accounted for at fair value by level within the fair value hierarchy at March 31, 2017 and December 31, 2016 as follows: March 31, 2017 Level 1 Level 2 Level 3 Total Liabilities: Derivative liabilities $ - $ - $ 245,936 $ 245,936 December 31, 2016 Level 1 Level 2 Level 3 Total Liabilities: Derivative liabilities $ - $ - $ 270,581 $ 270,581 |
NOTE 6 - CONVERTIBLE LOANS PAYA
NOTE 6 - CONVERTIBLE LOANS PAYABLE | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE LOANS PAYABLE | March 31, 2017 December 31, 2017 Convertible promissory notes bearing interest at 15% per annum – third party $ 199,564 $ 191,510 Convertible promissory notes bearing interest at 15% per annum – related parties 664,290 615,163 $ 863,854 $ 806,673 During the three month period ended March 31, 2017, $22,346 was received in cash for Convertible loans payable which bear 15% interest per annum and are 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 immaterial. The total outstanding notes from this debt offering is $863,854, including accrued interest, of which $664,290 is to from related parties. Interest of $26,857 on the convertible loans payable are included in net finance charge of $58,393 for the period ended March 31, 2017 included in the consolidated statement of operations. |
NOTE 7 - SHORT TERM LOANS PAYAB
NOTE 7 - SHORT TERM LOANS PAYABLE | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Text Block [Abstract] | |
SHORT TERM LOANS PAYABLE | March 31, 2017 December 31, 2016 Non-interest bearing short term funding from third parties $ 16,560 $ 16,215 $ 16,560 $ 16,215 As at March 31, 2017, the balance of $16,560 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 $22,016 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, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Sales commission agreement 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"). The Guinea Project is contingent on adequate financing to be obtained by the Government of the Republic of Guinea and this is still ongoing. 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 mentionned, 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 October 13, 2017, Kallo notices of termination of the agreements with the above two third parties to be effective 30 days later. 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 $2,926,527. Contingencies On April 21, 2017, an ex-employee of Kallo obtained a judgement ordering Kallo to pay Canadian $ 135,959 for unpaid wages and expenses relating to services performed in 2016. The full amount has been accrued for in the financial statements of Kallo. On October 24, 2016, a consultant obtained a judgement ordering Kallo to pay Canadian $25,000 for unpaid fees. The full amount has been accrued for in the financial statements of Kallo. |
NOTE 9 - SUBSEQUENT EVENTS
NOTE 9 - SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Convertible promissory notes After March 31, 2017, promissory notes for a total of $320,000 were settled in cash by FE Pharmacy Inc. under the agreement mentioned below. Convertible loans payable After March 31, 2017, a total of $4,805 was received as advances against loans which will have the same terms as described in note 6. Reverse stock split On April 18, 2017, the Board of Directors approved a reverse stock split of the authorized and outstanding shares of common stock on a 1 for 600 basis, after which, the authorized number of common stock will decrease from 15,000,000,000 to 25,000,000. After the completion of the reverse stock split, the Board of Directors approved the increase of the authorized number of common stock from 25,000,000 to 1,150,000,000. As FINRA has not yet approved the reverse stock split yet, it is not effective yet. Therefore, the common share and per common share data in these financial statements and related notes hereto have not been retroactively adjusted to account for the effect of the reverse stock split for all periods presented prior to April 18, 2017. After the approval of the reverse stock split by FINRA, the 9,907,548,954 common shares outstanding as at October 11, 2017 will be adjusted to 16,512,582 post reverse stock split common shares. Also, 1,086,186,667 post reverse stock split common shares will be issued to make whole for the shares issued after April 18, 2017, as detailed below. Agreement with FE Pharmacy Inc. On April 8, 2017, the Company entered into an agreement with FE Pharmacy Inc., a company controlled by a shareholder of Kallo and a related party, whereby in consideration for the issuance of 475,000,000 post reverse stock split common stock of Kallo, FE Pharmacy Inc. assumed and will pay all of the Company's outstanding indebtedness as at April 7, 2017. Because FINRA has not approved the reverse stock split yet, the 475,000,000 shares issued during the quarter ended June 30, 2017 will be reduced to 791,667 when the reverse stock split becomes effective and 474,208,333 additional post reverse stock split shares will be issued to make them whole again. Subsequently, FE Pharmacy, Inc. settled Kallo's convertible promissory notes for a total of $320,000 in cash and Kallo's accounts payable for a total of $57,325 in cash. Issuance of shares On May 25, 2017, the Company approved the issuance of 595,000,000 post reverse stock split common stock to various directors and employees as compensation for services rendered and 16,000,000 post reverse stock split common stock to the controlling shareholder of FE Pharmacy Inc. and a related party as compensation for services rendered and for nominal cash. Because FINRA has not approved the reverse stock split yet, the 611,000,000 shares issued during the quarter ended June 30, 2017 will be reduced to 1,018,333 when the reverse stock split becomes effective and 609,981,667 additional post reverse stock split shares will be issued to make them whole again. On July 5, 2017, the Company approved the issuance of 2,000,000 post reverse stock split common stock to a consultant for assistance in helping settle the outstanding convertible promissory notes of Kallo. Because FINRA has not approved the reverse stock split yet, the 2,000,000 shares issued during the quarter ended June 30, 2017 will be reduced to 3,333 when the reverse stock split becomes effective and 1,996,667 additional post reverse stock split shares will be issued to make them whole again. |
NOTE 5 - CONVERTIBLE PROMISSO15
NOTE 5 - CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Table Text Block Supplement [Abstract] | |
Summary of convertible promissory notes outstanding | 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 at March 31, 2017: Face amount Interest rate Due date Conversion price per share Promissory note of $100,000 10% December 21, 2015 65% of lowest trading day 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 $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 over the last 20 trading days During the period ended March 31, 2017, there were no new promissory notes. On March 31, 2017, all the derivative liabilities were valued at $245,936 which resulted in a gain in fair value of $3,335 for the period ended March 31, 2017. The debt discounts are amortized over the terms of the respective Notes and were $6,194 at March 31, 2017 and, together with interest and penalties of $23,362 on the promissory notes, are included in net finance charge of $58,393 for the period ended March 31, 2017 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, 2017 Fair value as at Beginning of Period $ 270,581 Elimination associated with conversion of promissory notes (21,310 ) Change in fair value loss (gain) (3,335 ) Fair value as at End of Period $ 245,936 A summary of the promissory notes is as follows: March 31, March 31, 2017 2016 Balance as at Beginning of Period $ 324,586 $ 229,377 Interest and Penalties 23,362 577 Converted into shares (39,644 ) (53,805 ) Amortization of debt discount 6,194 64,651 Balance as at End of Period $ 314,498 $ 240,800 Convertible notes – short term (314,498 ) (199,102 ) Convertible notes – long term $ - $ 41,698 Convertible promissory notes are accounted for at fair value by level within the fair value hierarchy at March 31, 2017 and December 31, 2016 as follows: March 31, 2017 Level 1 Level 2 Level 3 Total Liabilities: Derivative liabilities $ - $ - $ 245,936 $ 245,936 December 31, 2016 Level 1 Level 2 Level 3 Total Liabilities: Derivative liabilities $ - $ - $ 270,581 $ 270,581 |
Schedule of derivative liabilities at fair value | March 31, 2017 Fair value as at Beginning of Period $ 270,581 Elimination associated with conversion of promissory notes (21,310 ) Change in fair value loss (gain) (3,335 ) Fair value as at End of Period $ 245,936 |
Summary of promissory notes | March 31, March 31, 2017 2016 Balance as at Beginning of Period $ 324,586 $ 229,377 Interest and Penalties 23,362 577 Converted into shares (39,644 ) (53,805 ) Amortization of debt discount 6,194 64,651 Balance as at End of Period $ 314,498 $ 240,800 Convertible notes – short term (314,498 ) (199,102 ) Convertible notes – long term $ - $ 41,698 |
Fair value hierarchy | March 31, 2017 Level 1 Level 2 Level 3 Total Liabilities: Derivative liabilities $ - $ - $ 245,936 $ 245,936 December 31, 2016 Level 1 Level 2 Level 3 Total Liabilities: Derivative liabilities $ - $ - $ 270,581 $ 270,581 |
NOTE 6 - CONVERTIBLE LOANS PA16
NOTE 6 - CONVERTIBLE LOANS PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | March 31, March 31, 2017 2016 Balance as at Beginning of Period $ 324,586 $ 229,377 Interest and Penalties 23,362 577 Converted into shares (39,644 ) (53,805 ) Amortization of debt discount 6,194 64,651 Balance as at End of Period $ 314,498 $ 240,800 Convertible notes – short term (314,498 ) (199,102 ) Convertible notes – long term $ - $ 41,698 |
NOTE 7 - SHORT TERM LOANS PAY17
NOTE 7 - SHORT TERM LOANS PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 3 - COMMON STOCK (Details)
NOTE 3 - COMMON STOCK (Details) - CAD | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | ||
Debt Conversion, Converted Instrument, Amount | CAD 39,644 | CAD 53,805 |
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt, Subsequent Adjustments | 21,310 | 40,980 |
Gains (Losses) on Extinguishment of Debt | CAD 60,954 | CAD 94,785 |
NOTE 4 - RELATED PARTY TRANSA19
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) | 3 Months Ended |
Mar. 31, 2017CAD | |
Related Party Transactions [Abstract] | |
Preferred Stock Issued During Period, Value, Share-Based Compensation | CAD 22,346 |
Accounts Payable, Related Parties | 390,151 |
Accrued Liabilities, Related Parties | CAD 390,151 |
NOTE 5 - CONVERTIBLE PROMISSO20
NOTE 5 - CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES (Details) | 3 Months Ended |
Mar. 31, 2017CAD | |
Promissory note 1 | |
Face amount | CAD 100,000 |
Interest rate | 10.00% |
Due date | Dec. 21, 2015 |
Conversion price per share | 65% of lowest trading day over the last 15 trading days |
Promissory note 2 | |
Face amount | CAD 55,000 |
Interest rate | 8.00% |
Due date | Feb. 5, 2016 |
Conversion price per share | 60% of the lowest trading price over the last 15 trading days |
Promissory note 3 | |
Face amount | CAD 55,000 |
Interest rate | 8.00% |
Due date | Jul. 9, 2016 |
Conversion price per share | 65% of the lowest trading price over the last 15 trading days |
Promissory note 4 | |
Face amount | CAD 50,000 |
Interest rate | 12.00% |
Due date | Feb. 3, 2017 |
Conversion price per share | 65% of the lowest trading price over the last 25 trading days |
Promissory note 5 | |
Face amount | CAD 50,000 |
Interest rate | 8.00% |
Due date | Jun. 8, 2017 |
Conversion price per share | 65% of the lowest trading price over the last 20 trading days |
NOTE 5 - CONVERTIBLE PROMISSO21
NOTE 5 - CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES (Details 1) | 3 Months Ended |
Mar. 31, 2017CAD | |
Debt Disclosure [Abstract] | |
Derivative liabilities, beginning | CAD 270,581 |
Elimination associated with conversion of promissory notes | (21,310) |
Change in fair value loss (gain) | (3,335) |
Derivative liabilities, ending | CAD 245,936 |
NOTE 5 - CONVERTIBLE PROMISSO22
NOTE 5 - CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES (Details 2) - CAD | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |||
Convertible notes, beginning | CAD 191,510 | CAD 229,377 | |
Interest and Penalties | 23,362 | 577 | |
Converted into shares | (39,644) | (53,805) | |
Amortization of debt discount | 6,194 | 64,651 | |
Convertible notes, ending | 199,564 | CAD 240,800 | |
Convertible notes, short term | (199,564) | CAD (191,510) | |
Convertible notes, long term | CAD 0 | CAD 41,698 |
NOTE 5 - CONVERTIBLE PROMISSO23
NOTE 5 - CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES (Details 3) - CAD | Mar. 31, 2017 | Dec. 31, 2016 |
Derivative liabilities | CAD 245,936 | CAD 270,581 |
Level 1 | ||
Derivative liabilities | 0 | 0 |
Level 2 | ||
Derivative liabilities | 0 | 0 |
Level 3 | ||
Derivative liabilities | CAD 245,936 | CAD 270,581 |
NOTE 6 - CONVERTIBLE LOANS PA24
NOTE 6 - CONVERTIBLE LOANS PAYABLE (Details) - CAD | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Convertible Promissory Notes [Abstract] | ||||
Convertible promissory note bearing interest at 15% per annum –third party | CAD 199,564 | CAD 191,510 | CAD 240,800 | CAD 229,377 |
Convertible promissory note bearing interest at 15% per annum – Related Party | 664,290 | 615,163 | ||
[us-gaap:ConvertibleDebtCurrent] | CAD 863,854 | CAD 806,673 |
NOTE 7 - SHORT TERM LOANS PAY25
NOTE 7 - SHORT TERM LOANS PAYABLE (Details) - CAD | Mar. 31, 2017 | Dec. 31, 2016 |
Short-term Debt | CAD 16,560 | CAD 16,215 |
Non-interest bearing short term funding from third parties | ||
Short-term Debt | CAD 16,560 | CAD 16,215 |
NOTE 7 - SHORT TERM LOANS PAY26
NOTE 7 - SHORT TERM LOANS PAYABLE (Details Narrative) | Mar. 31, 2017CAD |
Short Term, Non-interest Bearing Loans [Abstract] | |
Short term loans payable | CAD 16,560 |