Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 13, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Friendable, Inc. | |
Entity Central Index Key | 1,414,043 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 293,358,162 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash | $ 19,264 | $ 15,880 |
Accounts receivable | 2,114 | 3,848 |
Prepaid expenses | 44,963 | 1,897 |
Debt issue costs (Note 10) | 233,747 | 200,855 |
Total current assets | 300,088 | 222,480 |
Intangible assets (Note 3) | 35,000 | 35,000 |
TOTAL ASSETS | 335,088 | 257,480 |
Current Liabilities | ||
Accounts payable (Note 8) | 1,376,564 | 1,183,169 |
Convertible debentures short-term (Note 10) | 1,100,310 | 493,742 |
Deferred revenue | 6,323 | 6,323 |
Total current liabilities | 2,483,197 | 1,683,234 |
Convertible debentures long-term (Note 10) | 194,387 | 74,263 |
Total Liabilities | 2,677,584 | 1,757,497 |
Going concern (Note 1) | $ 0 | $ 0 |
Commitments (Note 7) | ||
Subsequent events (Note 11) | $ 0 | $ 0 |
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock, 50,000,000 shares authorized at par value of $0.0001, 22,083 (December 31, 2015 - 22,165) shares issued and outstanding (Note 4) | 2 | 2 |
Common stock, 10,000,000,000 shares authorized at par value of $0.0001, 293,358,162 (December 31, 2015 - 218,977,542) shares issued and outstanding (Note 4) | 29,336 | 21,898 |
Additional paid-in capital | 6,345,609 | 5,947,584 |
Common stock subscriptions receivable (Note 8) | (4,500) | (4,500) |
Deficit | (8,712,943) | (7,465,001) |
Total Stockholders' Deficiency | (2,342,496) | (1,500,017) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | $ 335,088 | $ 257,480 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized shares | 50,000,000 | 50,000,000 |
Preferred stock, issued shares | 22,083 | 22,165 |
Preferred stock, outstanding shares | 22,083 | 22,165 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, Authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, Issued | 293,358,162 | 218,977,542 |
Common stock, outstanding | 293,358,162 | 218,977,542 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
REVENUES | $ 11,391 | $ 37,685 |
OPERATING EXPENSES | ||
Accretion and interest expense | 608,007 | 272,311 |
App hosting (Note 8) | 109,292 | 81,650 |
Commissions | 3,387 | 11,306 |
Financing costs | 37,690 | 16,589 |
General and administrative (Note 8) | 190,333 | 236,454 |
Product development | 95,121 | 20,548 |
Sales and marketing | 215,503 | 61,097 |
TOTAL OPERATING EXPENSES | 1,259,333 | 699,955 |
LOSS FROM OPERATIONS | (1,247,942) | (662,270) |
OTHER INCOME | ||
Gain on extinguishment of debt | 0 | 5,096 |
NET LOSS AND COMPREHENSIVE LOSS | $ (1,247,942) | $ (657,174) |
BASIC LOSS PER SHARE | $ 0 | $ (0.03) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 256,355,680 | 19,991,409 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY EQUITY (Unaudited) - USD ($) | Common Stock | Preferred Stock | Additional Paid-in Capital | Common Stock Subscriptions | Deficit | Total |
Begining balance, shares at Dec. 31, 2014 | 8,802,940 | 22,807 | ||||
Begining balance, amount at Dec. 31, 2014 | $ 881 | $ 2 | $ 3,340,495 | $ (4,500) | $ (4,310,032) | $ (973,154) |
Shares issued for services, shares | 1,150,000 | |||||
Shares issued for services, amount | $ 115 | 6,325 | 6,440 | |||
Conversion of convertible notes, shares | 190,385,736 | |||||
Conversion of convertible notes, amount | $ 19,038 | 269,629 | $ 288,667 | |||
Conversion of preferred shares, shares | 18,638,866 | (642) | ||||
Conversion of preferred shares, amount | $ 1,864 | (1,864) | ||||
Issuance of convertible notes (net), amount | $ 2,332,999 | $ 2,332,999 | ||||
Net loss for the year | $ (3,154,969) | (3,154,969) | ||||
Ending balance, shares at Dec. 31, 2015 | 218,977,542 | 22,165 | ||||
Ending balance, amount at Dec. 31, 2015 | $ 21,898 | $ 2 | $ 5,947,584 | $ (4,500) | $ (7,465,001) | (1,500,017) |
Shares issued for services, shares | 17,000,000 | |||||
Shares issued for services, amount | $ 1,700 | 62,900 | 64,600 | |||
Conversion of convertible notes, shares | 51,158,385 | |||||
Conversion of convertible notes, amount | $ 5,116 | 21,884 | $ 27,000 | |||
Conversion of preferred shares, shares | 6,222,235 | (82) | ||||
Conversion of preferred shares, amount | $ 622 | (622) | ||||
Issuance of convertible notes (net), amount | $ 313,863 | $ 313,863 | ||||
Net loss for the year | $ (1,247,942) | (1,247,942) | ||||
Ending balance, shares at Mar. 31, 2016 | 293,358,162 | 22,083 | ||||
Ending balance, amount at Mar. 31, 2016 | $ 29,336 | $ 2 | $ 6,345,609 | $ (4,500) | $ (8,712,943) | $ (2,342,496) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,247,942) | $ (657,174) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||
Interest on promissory note | 37,209 | 22,965 |
Accretion expense | 564,204 | 240,374 |
Gain on extinguishment of debt | 0 | (5,096) |
Shares issued for services | 21,534 | 41,452 |
Changes in Operating Assets and Liabilities | ||
Decrease (increase) in accounts receivable | 1,734 | (4,792) |
Increase in prepaid expenses | 0 | (180) |
Increase in accounts payable | 193,395 | 150,883 |
Net Cash Used in Operating Activities | (429,866) | (211,568) |
Cash Flows from Investing Activities: | ||
Acquisition of intangible assets | 0 | (10,000) |
Net Cash Used in Investing Activities | 0 | (10,000) |
Cash Flows from Financing Activities: | ||
Proceeds from convertible debentures (net) | 433,250 | 223,846 |
Net Cash Provided by Financing Activities | 433,250 | 223,846 |
Net Increase in Cash | 3,384 | 2,278 |
Cash (checks issued in excess of cash on hand) - Beginning | 15,880 | (945) |
Cash - Ending | 19,264 | 1,333 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash Investing and Financing Items: | ||
Shares issued for conversion of debt (net) | 23,250 | 118,277 |
Convertible debentures issued to extinguish promissory notes | $ 0 | $ 261,425 |
1. NATURE OF BUSINESS AND GOING
1. NATURE OF BUSINESS AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND GOING CONCERN | Friendable, Inc., a Nevada corporation (the Company), was incorporated in the State of Nevada with a plan to produce user-friendly software that creates interactive digital yearbook software for schools. Effective June 15, 2011, the Company completed a merger with its subsidiary, Titan Iron Ore Corp., a Nevada corporation, which was incorporated solely to effect a change in the Companys name from Digital Yearbook Inc. to Titan Iron Ore Corp. The Company then began to pursue business in the area of mining exploration. On February 3, 2014, the Company entered into an Agreement and Plan of Merger and Reorganization (the Merger) The Merger was regarded as a reverse recapitalization whereby iHookup-DE was considered to be the accounting acquirer as its stockholders retained control of the Company after the Merger. During the year ended December 31, 2014, the Merger was completed and as a result, iHookup-DE acquired the net liabilities of the Company. As a result of the Merger, the Company ceased its prior operations and its business became the development and dissemination of a proximity based mobile-social media application that facilitates connections between people, utilizing the intelligence of global positioning system and localized recommendations. On September 28, 2015 the Company filed a Certificate of Amendment to its Articles of Incorporation changing the name of the Company from iHookup Social, Inc. to Friendable, Inc.. On October 27, 2015 the Companys trading symbol on the OTC Pink marketplace was changed from HKUP to FDBL. This change was made in conjunction with the re-branding of the Companys app from "iHookup Social" to "Friendable". The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which implies that the Company would continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. As of March 31, 2016 the Company has a working capital deficiency of $2,183,109 and has an accumulated deficit of $8,712,943 since inception and its operations continue to be funded primarily from sales of its stock and issuance of convertible debentures. These factors raise substantial doubt about the Companys ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Companys ability to obtain the necessary financing from sales of its stock financings. The consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management plans to raise financing through the issuance of convertible notes. No assurance can be given that any such additional financing will be available, or that it can be obtained on terms acceptable to the Company and its stockholders. |
2. SUMMARY OF SIGNIFICANT ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation These consolidated financial statements include the accounts of Friendable, Inc., from the date of acquisition, and its wholly owned subsidiary, iHookup-DE from inception. These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Companys fiscal year end is December 31. Interim financial statements The unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim consolidated financial information and with the instructions for Securities and Exchange Commission (SEC) Form 10-Q and they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the Companys audited annual consolidated financial statements and notes thereto for the year ended December 31, 2015, included in the Companys Annual Report on Form 10-K filed on April 15, 2016, with the SEC. In the opinion of management, all adjustments (consisting of normal and recurring accruals) considered necessary for fair presentation of the Companys financial position, results of operations and cash flows have been included. Operating results for the three months ended March 31, 2016, are not necessarily indicative of the results that may be expected for future quarters or the year ending December 31, 2016. Use of Estimates The preparation of these statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, valuation of convertible debenture conversion options, deferred income tax asset valuations, financial instrument valuations, share-based payments, other equity-based payments, and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Revenue Recognition Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. The Company derives revenues from the sale of application software, unlimited messaging subscriptions for periods varying from one to twelve months, and arrangements for virtual gifts and access to special features referred to as coin packs. Revenue from the sale of application software is recognized upon download. Revenue from messaging subscriptions is recognized as revenue ratably over the subscription period beginning on the date the service is made available to customers. Revenue from coin packs is recognized on a consumption basis commensurate with the customer utilization of such resources. Advertising Costs The Companys policy regarding advertising is to expense advertising when incurred. During the three months ended March 31, 2016, the Company incurred $215,503 (March 31, 2015: $61,097) in advertising costs. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. Intangible Assets The Company accounts for intangible assets in accordance with ASC 350, Intangibles Goodwill and Other. The Company assesses potential impairments to intangible assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. Intangible assets with estimated lives and other long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of intangible assets with estimated lives and other long-lived assets is measured by comparing the carrying amount of the asset to its fair value. If the future value of the asset is lower than its carrying value, the Company recognizes an impairment loss for the amount by which the carrying value of the asset exceeds the related estimated fair value. Intangible assets with indefinite lives are tested for impairment annually or more frequently are tested for impairment annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the intangible asset is impaired. Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options. ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option pricing model as its method in determining fair value. This model is affected by the Companys stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Companys expected stock price volatility over the terms of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of comprehensive loss over the requisite service period. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Allowance for Doubtful Accounts The Company receives revenues from sales of its software application. The Company monitors its outstanding receivables for timely payments and potential collection issues. During the three months ended March 31, 2016, the Company did not have any allowance for doubtful accounts. Financial Instruments Financial assets and financial liabilities are recognized in the balance sheet when the Company has become party to the contractual provisions of the instruments. The Companys financial instruments consist of accounts receivable, accounts payable, promissory notes, and convertible debentures. The fair values of these financial instruments approximate their carrying value, due to their short term nature, and current market rates for similar financial instruments. Fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Companys financial instruments recorded at fair value in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Basic and Diluted Loss Per Share The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of comprehensive loss. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of March 31, 2016, there were approximately 5,570,982,081 potentially dilutive shares outstanding. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Recent Accounting Pronouncements In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40). Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 is intended to define managements responsibility to evaluate whether there is substantial doubt about an organizations ability to continue as a going concern and to provide related footnote disclosure. This ASU provides guidance to an organizations management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company is evaluating the impact the revised guidance will have on its consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition and some cost guidance included in ASC Subtopic 605-35, Revenue Recognition -Construction-Type and Production-Type Contracts. 2014-09 requires the disclosure of sufficient information to enable users of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The Company will also be required to disclose information regarding significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. Early adoption is not allowed. ASU 2014-09 provides two methods of retrospective application. The first method would require the Company to apply ASU 2014-09 to each prior reporting period presented. The second method would require the Company to retrospectively apply with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. The Company is currently evaluating the impact that the adoption of ASU 2014-09 may have on its consolidated financial statements. |
3. INTANGIBLE ASSETS
3. INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2016 | |
Intangible Assets | |
INTANGIBLE ASSETS | On June 24, 2015, the Company completed the acquisition of the Friendable Properties which includes domain names, logos, icons, and registered trademarks for cash consideration of $35,000. |
4. COMMON AND PREFERRED STOCK
4. COMMON AND PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
COMMON AND PREFERRED STOCK | Issued during 2016: During the three months ended March 31, 2016, the Company issued 51,158,385 shares of common stock to various convertible note holders for full and partial conversion of the notes (Note 10). During the three months ended March 31, 2016, the Company issued 17,000,000 shares of common stock to consultants in exchange for investor relations and advertising services. During the three months ended March 31, 2016, the Company issued 6,222,235 shares of common stock to various Series A preferred stockholders on conversion of 82 preferred shares. Preferred Stock: The Series A Preferred Stock is convertible into nine (9) times the number of common stock outstanding until the closing of a Qualified Financing (i.e. the sale and issuance of the Companys equity securities that results in gross proceeds in excess of $2,500,000). The number of shares of common stock issued on conversion of preferred stock is based on the ratio of the number of shares of preferred stock converted to the total number of shares of preferred stock outstanding at the date of conversion multiplied by nine (9) times the number of common stock outstanding at the date of conversion. |
5. SHARE PURCHASE WARRANTS
5. SHARE PURCHASE WARRANTS | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
SHARE PURCHASE WARRANTS | Weighted Average Exercise Number of Warrants Price $ Balance, December 31, 2015 119,471,154 0.014 Warrants exercised - - Warrants issued 132,974,359 0.004 Balance, March 31, 2016 252,445,513 0.009 |
6. STOCK-BASED COMPENSATION
6. STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | On November 22, 2011, the Board of Directors of Titan Iron Ore Corp. (see Note 1) approved a stock option plan ( 2011 Stock Option Plan The aggregate number of options authorized by the plan shall not exceed 4,974 shares of common stock of the Company. The following table summarizes the options outstanding and exercisable under the 2011 Stock Option Plan as of March 31, 2016: Option Price Expiry Date Per Share($) Number December 21, 2021 1,680 1,725 June 21, 2022 400 500 June 25, 2023 134 850 $ 1,044 3,075 The Board of Directors and the stockholders holding a majority of the voting power approved a 2014 Equity Incentive Plan (the 2014 Plan There are 120,679 shares of common stock reserved for issuance under the 2014 Plan. The Board shall have the power and authority to make grants of stock options to employees, directors, consultants and independent contractors who serve the Company and its affiliates. Any stock options granted under the 2014 Plan shall have an exercise price equal to or greater than the fair market value of the Companys shares of common stock. Unless otherwise determined by the Board of Directors, stock options shall vest over a four-year period with 25% being vested after the end of one (1) year of service and the remainder vesting equally over a 36-month period. The Board may award options that may vest based upon the achievement of certain performance milestones. As of March 31, 2016, no options have been awarded under the 2014 Plan. The following table summarizes the Companys stock options outstanding and exercisable: Number of Options Weighted Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value $ $ Outstanding and exercisable, December 31, 2015 3,075 1,044 7.57 - Outstanding and exercisable, March 31, 2016 3,075 1,044 7.32 - |
7. COMMITMENTS
7. COMMITMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | The following table summarizes the Companys significant contractual obligations as of March 31, 2016: $ Employment Agreements (1) 525,000 525,000 (1) Employment agreements with related parties. |
8. RELATED PARTY TRANSACTIONS A
8. RELATED PARTY TRANSACTIONS AND BALANCES | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | During the three months ended March 31, 2016, the Company incurred $110,862 (2015: $111,054) in salaries to officers and directors with such costs being recorded as general and administrative expenses. During the three months ended March 31, 2016, the Company incurred $199,292 (2015: $111,650) in app hosting, app development, office expenses, and rent to a company with two officers and directors in common with such costs being recorded as general and administrative and product development expenses. As of March 31, 2016, the Company had a stock subscription receivable totaling $4,500 (December 31, 2015: $4,500) from an officer and director and from a company with an officer and director in common. As of March 31, 2016, accounts payable include $261,863 (December 31, 2015: $236,571) payable to a company with two officers and directors in common, and $250,000 (December 31, 2015: $175,000) payable in salaries to directors and officers of the Company. The amounts are unsecured, non-interest bearing and are due on demand. The above transactions were recorded at their exchange amounts, being the amounts agreed by the related parties. |
9. FAIR VALUE MEASUREMENTS
9. FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | ASC 820, Fair Value Measurements and Disclosures, require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment. Level 2 Level 2 applies to assets or liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance: determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer, credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and determining whether a market is considered active requires management judgment. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjectivity. Pursuant to ASC 825, cash and cheques issued in excess of cash on hand is based on Level 1 inputs. The Company believes that the recorded values of accounts payable approximate their current fair values because of their nature or respective relatively short durations. The fair value of the Companys promissory notes and convertible debentures approximates their carrying values as the underlying imputed interest rates approximates the estimated current market rate for similar instruments. As of March 31, 2016, there were no assets or liabilities measured at fair value on a recurring basis presented on the Companys balance sheet, other than cash. |
10. CONVERTIBLE DEBENTURES
10. CONVERTIBLE DEBENTURES | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBENTURES | Short-term Convertible Debentures: Conversion Feature Issuance Principal ($) Discount ($) Carrying Value ($) Interest Rate Maturity Date a ) 2-Apr-13 5,054 - 5,054 0 % 2-Jan-14 b ) 5-Aug-15 750,000 627,880 122,120 7 % 5-Feb-17 b ) 5-Aug-15 18,750 15,698 3,052 7 % 5-Feb-17 d ) 7-Oct-14 75,000 - 75,000 8 % 7-Oct-15 d ) 15-Jan-15 40,000 - 40,000 8 % 15-Jan-16 d ) 15-Feb-15 35,000 - 35,000 8 % 15-Feb-16 d ) 17-Feb-15 63,125 - 63,125 8 % 17-Feb-16 d ) 17-Feb-15 102,135 - 102,135 8 % 17-Feb-16 d ) 17-Feb-15 5,000 - 5,000 8 % 17-Feb-16 c ) 27-Feb-15 37,500 - 37,500 8 % 27-Feb-16 c ) 12-Mar-15 37,500 - 37,500 8 % 11-Mar-16 d ) 19-Mar-15 38,959 - 38,959 8 % 19-Mar-16 d ) 19-Mar-15 53,551 - 53,551 8 % 19-Mar-16 d ) 19-Mar-15 8,000 - 8,000 8 % 19-Mar-16 c ) 27-Mar-15 50,000 - 50,000 8 % 26-Mar-16 c ) 11-May-15 50,000 23,328 26,672 8 % 10-May-16 d ) 2-Jun-15 29,500 15,643 13,857 8 % 1-Jun-16 d ) 2-Jun-15 45,966 26,162 19,804 8 % 1-Jun-16 d ) 2-Jun-15 10,000 4,215 5,785 8 % 1-Jun-16 d ) 2-Jun-15 58,540 34,486 24,054 8 % 1-Jun-16 d ) 2-Jun-15 35,408 19,357 16,051 8 % 1-Jun-16 d ) 2-Jun-15 20,757 10,319 10,438 8 % 1-Jun-16 c ) 11-Jun-15 50,000 - 50,000 8 % 10-Jun-16 d ) 16-Jun-15 30,464 18,294 12,170 8 % 15-Jun-16 d ) 19-Jun-15 30,000 17,973 12,027 8 % 18-Jun-16 d ) 19-Jun-15 35,408 21,732 13,676 8 % 18-Jun-16 c ) 24-Jun-15 37,500 - 37,500 8 % 23-Jun-16 d ) 24-Jun-15 35,000 - 35,000 8 % 23-Jun-16 c ) 24-Jun-15 37,500 - 37,500 8 % 23-Jun-16 d ) 7-Jul-15 75,000 - 75,000 8 % 7-Oct-15 d ) 17-Jul-15 27,000 19,038 7,962 8 % 17-Jul-16 d ) 1-Aug-15 17,408 12,400 5,008 8 % 4-Aug-16 d ) 1-Aug-15 30,000 22,759 7,241 8 % 1-Aug-16 d ) 1-Aug-15 35,408 27,355 8,053 8 % 1-Aug-16 d ) 21-Sep-15 64,744 58,228 6,516 8 % 21-Sep-16 2,075,177 974,867 1,100,310 Long-term Convertible Debentures: Issuance Principal ($) Discount ($) Carrying Value ($) Interest Rate Maturity Date b ) 27-Jan-16 250,000 76,263 173,737 7 % 27-Jul-17 b ) 8-Mar-16 110,000 109,324 676 7 % 8-Sep-17 b ) 27-Jan-16 18,750 - 18,750 7 % 27-Jul-17 b ) 8-Mar-16 5,000 4,442 558 7 % 8-Sep-17 d ) 8-Mar-16 90,000 89,334 666 8 % 8-Sep-17 473,750 279,363 194,387 a) The conversion price per share equal to the lower of: i) 100% of the average price of the Companys common stock for the 5 trading days preceding the conversion date; ii) 70% of the daily average price of the Companys common stock for the 10 trading days preceding the conversion date. b) The conversion price is a range of $0.0025-$0.0078. c) The conversion price equal to 50% of the lowest closing bid price of the Companys common stock in the 20 trading days prior to the conversion. d) The conversion price of $0.0005. During the three months ended March 31, 2016, the Company received net proceeds from convertible debentures of $433,250. During the three months ended March 31, 2016, $27,000 of convertible debentures were settled by issuing 51,158,385 shares of common stock of the Company. During the three months ended March 31, 2016, the Company incurred $20,500 in transaction costs in connection with the issuance of the convertible debentures. As of March 31, 2016, the Company had debt issuance costs of $233,747 (December 31, 2015: $200,855). At March 31, 2016, convertible debentures with the principal amount of $1,391,374 have a General Security Agreement covering substantially all of the Companys assets. The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The terms of the contracts do not permit net settlement, as the shares delivered upon conversion are not readily convertible to cash. The Companys trading history indicated that the shares are thinly traded and the market would not absorb the sale of the shares issued upon conversion without significantly affecting the price. As the conversion features would not meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25, the conversion features are not required to be separated from the host instrument and accounted for separately. As a result, at March 31, 2016 the conversion features and non-standard anti-dilutions provisions would not meet derivative classification. |
11. SUBSEQUENT EVENTS
11. SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | a) Subsequent to March 31, 2016 the Company issued 114,854,880 shares in connection with conversion of convertible notes in the amount of $57,427. b) Subsequent to March 31, 2016 the Company issued 26,707,442 shares of common stock on conversion of 203 preferred shares. c) Subsequent to March 31, 2016 the Company obtained proceeds of $269,000 for various convertible notes agreements (Debentures) entered into with face value totaling $269,000, with interest rates at 8% per annum and maturing twelve months from the dates of issuance. The principal and interest of the Debentures are convertible into common shares of the Company at various conversion rates as outlined in each agreement. The Company paid $14,500 in legal fees and other expenses in connection with these debentures. |
2. SUMMARY OF SIGNIFICANT ACC18
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | These consolidated financial statements include the accounts of Friendable, Inc., from the date of acquisition, and its wholly owned subsidiary, iHookup-DE from inception. These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Companys fiscal year end is December 31. |
Interim financial statements | The unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim consolidated financial information and with the instructions for Securities and Exchange Commission (SEC) Form 10-Q and they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the Companys audited annual consolidated financial statements and notes thereto for the year ended December 31, 2015, included in the Companys Annual Report on Form 10-K filed on April 15, 2016, with the SEC. In the opinion of management, all adjustments (consisting of normal and recurring accruals) considered necessary for fair presentation of the Companys financial position, results of operations and cash flows have been included. Operating results for the three months ended March 31, 2016, are not necessarily indicative of the results that may be expected for future quarters or the year ending December 31, 2016. |
Use of Estimates | The preparation of these statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, valuation of convertible debenture conversion options, deferred income tax asset valuations, financial instrument valuations, share-based payments, other equity-based payments, and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Revenue Recognition | Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. The Company derives revenues from the sale of application software, unlimited messaging subscriptions for periods varying from one to twelve months, and arrangements for virtual gifts and access to special features referred to as coin packs. Revenue from the sale of application software is recognized upon download. Revenue from messaging subscriptions is recognized as revenue ratably over the subscription period beginning on the date the service is made available to customers. Revenue from coin packs is recognized on a consumption basis commensurate with the customer utilization of such resources. |
Advertising Costs | The Companys policy regarding advertising is to expense advertising when incurred. During the three months ended March 31, 2016, the Company incurred $215,503 (March 31, 2015: $61,097) in advertising costs. |
Cash and Cash Equivalents | The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. |
Intangible Assets | The Company accounts for intangible assets in accordance with ASC 350, Intangibles Goodwill and Other. The Company assesses potential impairments to intangible assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. Intangible assets with estimated lives and other long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of intangible assets with estimated lives and other long-lived assets is measured by comparing the carrying amount of the asset to its fair value. If the future value of the asset is lower than its carrying value, the Company recognizes an impairment loss for the amount by which the carrying value of the asset exceeds the related estimated fair value. Intangible assets with indefinite lives are tested for impairment annually or more frequently are tested for impairment annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the intangible asset is impaired. |
Impairment of Long-Lived Assets | The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. |
Stock-based Compensation | The Company records stock-based compensation in accordance with ASC 718, Compensation Stock Based Compensation and ASC 505, Equity Based Payments to Non-Employees, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options. ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option pricing model as its method in determining fair value. This model is affected by the Companys stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Companys expected stock price volatility over the terms of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of comprehensive loss over the requisite service period. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. |
Allowance for Doubtful Accounts | The Company receives revenues from sales of its software application. The Company monitors its outstanding receivables for timely payments and potential collection issues. During the three months ended March 31, 2016, the Company did not have any allowance for doubtful accounts. |
Financial Instruments | Financial assets and financial liabilities are recognized in the balance sheet when the Company has become party to the contractual provisions of the instruments. The Companys financial instruments consist of accounts receivable, accounts payable, promissory notes, and convertible debentures. The fair values of these financial instruments approximate their carrying value, due to their short term nature, and current market rates for similar financial instruments. Fair value of a financial instrument is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Companys financial instruments recorded at fair value in the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. |
Basic and Diluted Loss Per Share | The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of comprehensive loss. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of March 31, 2016, there were approximately 5,570,982,081 potentially dilutive shares outstanding. |
Income Taxes | The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. |
Recent Accounting Pronouncements | In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40). Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 is intended to define managements responsibility to evaluate whether there is substantial doubt about an organizations ability to continue as a going concern and to provide related footnote disclosure. This ASU provides guidance to an organizations management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company is evaluating the impact the revised guidance will have on its consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition and some cost guidance included in ASC Subtopic 605-35, Revenue Recognition -Construction-Type and Production-Type Contracts. 2014-09 requires the disclosure of sufficient information to enable users of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The Company will also be required to disclose information regarding significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. Early adoption is not allowed. ASU 2014-09 provides two methods of retrospective application. The first method would require the Company to apply ASU 2014-09 to each prior reporting period presented. The second method would require the Company to retrospectively apply with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. The Company is currently evaluating the impact that the adoption of ASU 2014-09 may have on its consolidated financial statements. |
5. SHARE PURCHASE WARRANTS (Tab
5. SHARE PURCHASE WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Share Purchase Warrants | Weighted Average Exercise Number of Warrants Price $ Balance, December 31, 2015 119,471,154 0.014 Warrants exercised - - Warrants issued 132,974,359 0.004 Balance, March 31, 2016 252,445,513 0.009 |
6. STOCK-BASED COMPENSATION (Ta
6. STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options outstanding | Option Price Expiry Date Per Share($) Number December 21, 2021 1,680 1,725 June 21, 2022 400 500 June 25, 2023 134 850 $ 1,044 3,075 |
Stock option activity | Number of Options Weighted Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value $ $ Outstanding and exercisable, December 31, 2015 3,075 1,044 7.57 - Outstanding and exercisable, March 31, 2016 3,075 1,044 7.32 - |
7. COMMITMENTS (Tables)
7. COMMITMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments Tables | |
Commitments | $ Employment Agreements (1) 525,000 525,000 (1) Employment agreements with related parties. |
10. CONVERTIBLE DEBENTURES (Tab
10. CONVERTIBLE DEBENTURES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Short Term Convertible Debt | Conversion Feature Issuance Principal ($) Discount ($) Carrying Value ($) Interest Rate Maturity Date a ) 2-Apr-13 5,054 - 5,054 0 % 2-Jan-14 b ) 5-Aug-15 750,000 627,880 122,120 7 % 5-Feb-17 b ) 5-Aug-15 18,750 15,698 3,052 7 % 5-Feb-17 d ) 7-Oct-14 75,000 - 75,000 8 % 7-Oct-15 d ) 15-Jan-15 40,000 - 40,000 8 % 15-Jan-16 d ) 15-Feb-15 35,000 - 35,000 8 % 15-Feb-16 d ) 17-Feb-15 63,125 - 63,125 8 % 17-Feb-16 d ) 17-Feb-15 102,135 - 102,135 8 % 17-Feb-16 d ) 17-Feb-15 5,000 - 5,000 8 % 17-Feb-16 c ) 27-Feb-15 37,500 - 37,500 8 % 27-Feb-16 c ) 12-Mar-15 37,500 - 37,500 8 % 11-Mar-16 d ) 19-Mar-15 38,959 - 38,959 8 % 19-Mar-16 d ) 19-Mar-15 53,551 - 53,551 8 % 19-Mar-16 d ) 19-Mar-15 8,000 - 8,000 8 % 19-Mar-16 c ) 27-Mar-15 50,000 - 50,000 8 % 26-Mar-16 c ) 11-May-15 50,000 23,328 26,672 8 % 10-May-16 d ) 2-Jun-15 29,500 15,643 13,857 8 % 1-Jun-16 d ) 2-Jun-15 45,966 26,162 19,804 8 % 1-Jun-16 d ) 2-Jun-15 10,000 4,215 5,785 8 % 1-Jun-16 d ) 2-Jun-15 58,540 34,486 24,054 8 % 1-Jun-16 d ) 2-Jun-15 35,408 19,357 16,051 8 % 1-Jun-16 d ) 2-Jun-15 20,757 10,319 10,438 8 % 1-Jun-16 c ) 11-Jun-15 50,000 - 50,000 8 % 10-Jun-16 d ) 16-Jun-15 30,464 18,294 12,170 8 % 15-Jun-16 d ) 19-Jun-15 30,000 17,973 12,027 8 % 18-Jun-16 d ) 19-Jun-15 35,408 21,732 13,676 8 % 18-Jun-16 c ) 24-Jun-15 37,500 - 37,500 8 % 23-Jun-16 d ) 24-Jun-15 35,000 - 35,000 8 % 23-Jun-16 c ) 24-Jun-15 37,500 - 37,500 8 % 23-Jun-16 d ) 7-Jul-15 75,000 - 75,000 8 % 7-Oct-15 d ) 17-Jul-15 27,000 19,038 7,962 8 % 17-Jul-16 d ) 1-Aug-15 17,408 12,400 5,008 8 % 4-Aug-16 d ) 1-Aug-15 30,000 22,759 7,241 8 % 1-Aug-16 d ) 1-Aug-15 35,408 27,355 8,053 8 % 1-Aug-16 d ) 21-Sep-15 64,744 58,228 6,516 8 % 21-Sep-16 2,075,177 974,867 1,100,310 |
Long-term Convertible Debt | Issuance Principal ($) Discount ($) Carrying Value ($) Interest Rate Maturity Date b ) 27-Jan-16 250,000 76,263 173,737 7 % 27-Jul-17 b ) 8-Mar-16 110,000 109,324 676 7 % 8-Sep-17 b ) 27-Jan-16 18,750 - 18,750 7 % 27-Jul-17 b ) 8-Mar-16 5,000 4,442 558 7 % 8-Sep-17 d ) 8-Mar-16 90,000 89,334 666 8 % 8-Sep-17 473,750 279,363 194,387 |
1. NATURE OF BUSINESS AND GOI23
1. NATURE OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working Capital Deficiency | $ 2,183,109 | |
Accumulated deficit | $ 8,712,943 | $ 7,465,001 |
2. SUMMARY OF SIGNIFICANT ACC24
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accounting Policies [Abstract] | ||
Advertising Costs | $ 215,503 | $ 61,097 |
Potentially dilutive shares outstanding | 5,570,982,081 |
5. SHARE PURCHASE WARRANTS - Sh
5. SHARE PURCHASE WARRANTS - Share Purchase Warrants (Details) - Warrants | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Beginning Balance | shares | 119,471,154 |
Warrants exercised during the period | shares | 0 |
Warrants issued during the period | shares | 132,974,359 |
Number of Warrants Outstanding | shares | 252,445,513 |
Weighted Average beginning balance | $ / shares | $ 0.014 |
Weighted Average Warrants exercised during the period | $ / shares | 0 |
Weighted Average Warrants issued during the period | $ / shares | 0.004 |
Weighted Average Exercise Price Outstanding, Ending | $ / shares | $ 0.009 |
6. STOCK-BASED COMPENSATION - S
6. STOCK-BASED COMPENSATION - Stock option activity (Details) | 3 Months Ended |
Mar. 31, 2016USD ($)shares | |
Number | shares | 3,075 |
Option price per share | $ | $ 1,044 |
Stock Option 1 | |
Number | shares | 1,725 |
Option price per share | $ | $ 1,680 |
Expiration date | Dec. 21, 2021 |
Stock Option 2 | |
Number | shares | 500 |
Option price per share | $ | $ 400 |
Expiration date | Jun. 21, 2022 |
Stock Option 3 | |
Number | shares | 850 |
Option price per share | $ | $ 134 |
Expiration date | Jun. 25, 2023 |
6. STOCK-BASED COMPENSATION (De
6. STOCK-BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Stock-based Compensation Details | ||
Stock options of the Company outstanding and exercisable | 3,075 | 3,075 |
Weighted average exercise price stock options of the Company outstanding and exercisable | $ 1,044 | $ 1,044 |
Weighted-average remaining contractual term (years) | 7 years 3 months 26 days | 7 years 6 months 26 days |
Aggregate intrinsic value of share outstanding and exercisable | $ 0 | $ 0 |
7. COMMITMENTS (Details)
7. COMMITMENTS (Details) | Mar. 31, 2016USD ($) |
Contractual obligations | $ 525,000 |
Employment Agreements | |
Contractual obligations | $ 525,000 |
8. RELATED PARTY TRANSACTIONS29
8. RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Stock subscription receivable from officer and director | $ 4,500 | $ 4,500 | |
Salaries Officers and Directors | |||
Related party transactions | 110,862 | $ 111,054 | |
Accounts payable to related party | 250,000 | 175,000 | |
Company with common directors and officers | |||
Related party transactions | 199,292 | $ 111,650 | |
Accounts payable to related party | $ 261,863 | $ 236,571 |
10. CONVERTIBLE DEBENTURES (Det
10. CONVERTIBLE DEBENTURES (Details) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Principal | $ 2,075,177 |
Discount | 974,867 |
Carrying Value | $ 1,100,310 |
April 2, 2013 | |
Issuance | Apr. 2, 2013 |
Principal | $ 5,054 |
Discount | 0 |
Carrying Value | $ 5,054 |
Interest Rate | 0.00% |
Maturity Date | Jan. 2, 2014 |
August 5, 2015 | |
Issuance | Aug. 5, 2015 |
Principal | $ 750,000 |
Discount | 627,880 |
Carrying Value | $ 122,120 |
Interest Rate | 7.00% |
Maturity Date | Feb. 5, 2017 |
August 5, 2015 | |
Issuance | Aug. 5, 2015 |
Principal | $ 18,750 |
Discount | 15,698 |
Carrying Value | $ 3,052 |
Interest Rate | 7.00% |
Maturity Date | Feb. 5, 2017 |
October 7, 2014 | |
Issuance | Oct. 7, 2014 |
Principal | $ 75,000 |
Discount | 0 |
Carrying Value | $ 75,000 |
Interest Rate | 8.00% |
Maturity Date | Oct. 7, 2015 |
January 15, 2015 | |
Issuance | Jan. 15, 2015 |
Principal | $ 40,000 |
Discount | 0 |
Carrying Value | $ 40,000 |
Interest Rate | 8.00% |
Maturity Date | Jan. 15, 2016 |
February 15, 2015 | |
Issuance | Feb. 15, 2015 |
Principal | $ 35,000 |
Discount | 0 |
Carrying Value | $ 35,000 |
Interest Rate | 8.00% |
Maturity Date | Feb. 15, 2016 |
February 17, 2015 | |
Issuance | Feb. 17, 2015 |
Principal | $ 63,125 |
Discount | 0 |
Carrying Value | $ 63,125 |
Interest Rate | 8.00% |
Maturity Date | Feb. 17, 2016 |
February 17, 2015 | |
Issuance | Feb. 17, 2015 |
Principal | $ 102,135 |
Discount | 0 |
Carrying Value | $ 102,135 |
Interest Rate | 8.00% |
Maturity Date | Feb. 17, 2016 |
February 17, 2015 | |
Issuance | Feb. 17, 2015 |
Principal | $ 5,000 |
Discount | 0 |
Carrying Value | $ 5,000 |
Interest Rate | 8.00% |
Maturity Date | Feb. 17, 2016 |
February 27, 2015 | |
Issuance | Feb. 27, 2015 |
Principal | $ 37,500 |
Discount | 0 |
Carrying Value | $ 37,500 |
Interest Rate | 8.00% |
Maturity Date | Feb. 27, 2016 |
March 12, 2015 | |
Issuance | Mar. 12, 2015 |
Principal | $ 37,500 |
Discount | 0 |
Carrying Value | $ 37,500 |
Interest Rate | 8.00% |
Maturity Date | Mar. 11, 2016 |
March 19, 2015 | |
Issuance | Mar. 19, 2015 |
Principal | $ 38,959 |
Discount | 0 |
Carrying Value | $ 38,959 |
Interest Rate | 8.00% |
Maturity Date | Mar. 19, 2016 |
March 19, 2015 | |
Issuance | Mar. 19, 2015 |
Principal | $ 53,551 |
Discount | 0 |
Carrying Value | $ 53,551 |
Interest Rate | 8.00% |
Maturity Date | Mar. 19, 2016 |
March 19, 2015 | |
Issuance | Mar. 19, 2015 |
Principal | $ 8,000 |
Discount | 0 |
Carrying Value | $ 8,000 |
Interest Rate | 8.00% |
Maturity Date | Mar. 19, 2016 |
March 27, 2015 | |
Issuance | Mar. 27, 2015 |
Principal | $ 50,000 |
Discount | 0 |
Carrying Value | $ 50,000 |
Interest Rate | 8.00% |
Maturity Date | Mar. 26, 2016 |
May 11, 2015 | |
Issuance | May 11, 2015 |
Principal | $ 50,000 |
Discount | 23,328 |
Carrying Value | $ 26,672 |
Interest Rate | 8.00% |
Maturity Date | May 10, 2016 |
June 2, 2015 | |
Issuance | Jun. 2, 2015 |
Principal | $ 29,500 |
Discount | 15,643 |
Carrying Value | $ 13,857 |
Interest Rate | 8.00% |
Maturity Date | Jun. 1, 2016 |
June 2, 2015 | |
Issuance | Jun. 2, 2015 |
Principal | $ 45,966 |
Discount | 26,162 |
Carrying Value | $ 19,804 |
Interest Rate | 8.00% |
Maturity Date | Jun. 1, 2016 |
June 2, 2015 | |
Issuance | Jun. 2, 2015 |
Principal | $ 10,000 |
Discount | 4,215 |
Carrying Value | $ 5,785 |
Interest Rate | 8.00% |
Maturity Date | Jun. 1, 2016 |
June 2, 2015 | |
Issuance | Jun. 2, 2015 |
Principal | $ 58,540 |
Discount | 34,486 |
Carrying Value | $ 24,054 |
Interest Rate | 8.00% |
Maturity Date | Jun. 1, 2016 |
June 2, 2015 | |
Issuance | Jun. 2, 2015 |
Principal | $ 35,408 |
Discount | 19,357 |
Carrying Value | $ 16,051 |
Interest Rate | 8.00% |
Maturity Date | Jun. 1, 2016 |
June 2, 2015 | |
Issuance | Jun. 2, 2015 |
Principal | $ 20,757 |
Discount | 10,319 |
Carrying Value | $ 10,438 |
Interest Rate | 8.00% |
Maturity Date | Jun. 1, 2016 |
June 11, 2015 | |
Issuance | Jun. 11, 2015 |
Principal | $ 50,000 |
Discount | 0 |
Carrying Value | $ 50,000 |
Interest Rate | 8.00% |
Maturity Date | Jun. 10, 2016 |
June 16, 2015 | |
Issuance | Jun. 16, 2015 |
Principal | $ 30,464 |
Discount | 18,294 |
Carrying Value | $ 12,170 |
Interest Rate | 8.00% |
Maturity Date | Jun. 15, 2016 |
June 19, 2015 | |
Issuance | Jun. 19, 2015 |
Principal | $ 30,000 |
Discount | 17,973 |
Carrying Value | $ 12,027 |
Interest Rate | 8.00% |
Maturity Date | Jun. 18, 2016 |
June 19, 2015 | |
Issuance | Jun. 19, 2015 |
Principal | $ 35,408 |
Discount | 21,732 |
Carrying Value | $ 13,676 |
Interest Rate | 8.00% |
Maturity Date | Jun. 18, 2016 |
June 24, 2015 | |
Issuance | Jun. 24, 2015 |
Principal | $ 37,500 |
Discount | 0 |
Carrying Value | $ 37,500 |
Interest Rate | 8.00% |
Maturity Date | Jun. 23, 2016 |
June 24, 2015 | |
Issuance | Jun. 24, 2015 |
Principal | $ 35,000 |
Discount | 0 |
Carrying Value | $ 35,000 |
Interest Rate | 8.00% |
Maturity Date | Jun. 23, 2016 |
June 24, 2015 | |
Issuance | Jun. 24, 2015 |
Principal | $ 37,500 |
Discount | 0 |
Carrying Value | $ 37,500 |
Interest Rate | 8.00% |
Maturity Date | Jun. 23, 2016 |
July 7, 2015 | |
Issuance | Jul. 7, 2015 |
Principal | $ 75,000 |
Discount | 0 |
Carrying Value | $ 75,000 |
Interest Rate | 8.00% |
Maturity Date | Oct. 7, 2015 |
July 17, 2015 | |
Issuance | Jul. 17, 2015 |
Principal | $ 27,000 |
Discount | 19,038 |
Carrying Value | $ 7,962 |
Interest Rate | 8.00% |
Maturity Date | Jul. 17, 2016 |
August 1, 2015 | |
Issuance | Aug. 1, 2015 |
Principal | $ 17,408 |
Discount | 12,400 |
Carrying Value | $ 5,008 |
Interest Rate | 8.00% |
Maturity Date | Aug. 4, 2016 |
August 1, 2015 | |
Issuance | Aug. 1, 2015 |
Principal | $ 30,000 |
Discount | 22,759 |
Carrying Value | $ 7,241 |
Interest Rate | 8.00% |
Maturity Date | Aug. 1, 2016 |
August 1, 2015 | |
Issuance | Aug. 1, 2015 |
Principal | $ 35,408 |
Discount | 27,355 |
Carrying Value | $ 8,053 |
Interest Rate | 8.00% |
Maturity Date | Aug. 1, 2016 |
September 21, 2015 | |
Issuance | Sep. 21, 2015 |
Principal | $ 64,744 |
Discount | 58,228 |
Carrying Value | $ 6,516 |
Interest Rate | 8.00% |
Maturity Date | Sep. 21, 2016 |
10. CONVERTIBLE DEBENTURES - Lo
10. CONVERTIBLE DEBENTURES - Long Term Convertible Debt (Details1) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Principal | $ 2,075,177 |
Discount | 974,867 |
Carrying Value | $ 1,100,310 |
27-Jan-16 | |
Issuance | Jan. 27, 2016 |
Principal | $ 250,000 |
Discount | 76,263 |
Carrying Value | $ 173,737 |
Interest Rate | 7.00% |
Maturity Date | Jul. 27, 2017 |
8-Mar-16 | |
Issuance | Mar. 8, 2016 |
Principal | $ 110,000 |
Discount | 109,324 |
Carrying Value | $ 676 |
Interest Rate | 7.00% |
Maturity Date | Sep. 8, 2017 |
27-Jan-16 | |
Issuance | Jan. 27, 2016 |
Principal | $ 18,750 |
Discount | 0 |
Carrying Value | $ 18,750 |
Interest Rate | 7.00% |
Maturity Date | Jul. 27, 2017 |
8-Mar-16 | |
Issuance | Mar. 8, 2016 |
Principal | $ 5,000 |
Discount | 4,442 |
Carrying Value | $ 558 |
Interest Rate | 7.00% |
Maturity Date | Sep. 8, 2017 |
8-Mar-16 | |
Issuance | Mar. 8, 2016 |
Principal | $ 90,000 |
Discount | 89,334 |
Carrying Value | $ 666 |
Interest Rate | 8.00% |
Maturity Date | Sep. 8, 2017 |
Total Long Term Convertible Debt | |
Principal | $ 473,750 |
Discount | 279,363 |
Carrying Value | $ 194,387 |
10. CONVERTIBLE DEBENTURES (D32
10. CONVERTIBLE DEBENTURES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |||
Proceeds from convertible debentures | $ 433,250 | $ 223,846 | |
Convertible debentures settle | 27,000 of convertible debentures were settled by issuing 51,158,385 shares of common stock of the Company. | ||
Transaction costs | $ 20,500 | ||
Debt issuance costs | 233,747 | $ 200,855 | |
Principal amount | $ 1,391,374 |