9. Subsequent Events | 3 Months Ended |
Apr. 15, 2015 |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 9. Subsequent Events |
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We have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events after December 31, 2014, except for the following: |
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a) | On February 6, 2015, the Company issued 28,000,000 common shares upon the issuance of $1,400 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). |
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b) | On February 10, 2015, the Company issued 28,000,000 common shares upon the conversion of $1,400 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). |
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c) | On February 13, 2015, the Company issued 31,000,000 common shares upon the issuance of $1,550 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). |
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d) | On February 18, 2015, the Company issued 31,000,000 common shares upon the conversion of $1,550 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). |
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e) | On February 23, 2015, the Company issued 31,000,000 common shares upon the issuance of $1,550 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). |
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f) | On March 2, 2015, the Company issued 35,000,000 common shares upon the conversion of $1,750 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). |
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g) | On March 3, 2015, the Company issued 37,000,000 common shares upon the issuance of $1,850 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). |
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h) | On March 5, 2015, the Company entered into a Strategic Expansion Agreement ("Expansion Agreement") with its former controlling shareholder ("Shareholder") and a non-related party ("Licensor"). Pursuant to the terms of the Expansion Agreement, the Company also entered into a Global License Agreement ("License Agreement") granting the Company certain rights to technologies owned and controlled by the Licensor relating to emergency management, emergency communication, emergency response, enhanced emergency calling and related technologies in exchange for 13,350,000 newly-issued shares of Class B preferred stock, 200,000,000 newly-issued share of restricted shares of common stock, and 7,500,000 shares of Class A preferred stock transferred from the Shareholder. |
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Under the License Agreement, the Company was granted certain rights to technologies as noted above. These rights are non-exclusive unless the Company receives funding, through debt or equity financing, of at least $600,000 by September 9, 2015. If the Company is able to raise the required funding, the license will become exclusive. In exchange for the license, the Company has also agreed to pay $7,500 per month and is obligated to pay any costs, fees, and expenses incurred in connection with the filing, prosecution, and maintenance of the intellectual property under license. The license will continue in perpetuity so long as the Company continues to pay the monthly payment, does not materially breach its obligations under the agreement, does not cease to do business, and does not undergo a change of control. |
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Under the Expansion Agreement, the Company agreed to settle all amounts owed to the Shareholder under a promissory note dated August 16, 2011 in exchange for transferring, conveying, assigning, and delivering to the Shareholder i) all the Company's rights, title, and interests under the NB Provincial License entered into on December 10, 2012 relating to technologies for gas exchange, carbon dioxide capture and sequestration, algae biomass production, and other renewable energy and eco-sustainability applications, ii) all the Company's rights, title, and interest under the exclusivity agreement with the City of Saint John, NB, Canada, entered into on November 30, 2012 relating to eco-technologies and iii) 342,150,496 newly-issued restricted shares of common stock. Under the Expansion Agreement, the Company has also agreed to issue 274,300 newly-issued shares of Class B preferred stock to a designee of the Licensor. |
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i) | On March 5, 2015, the Company entered into settlement and general mutual release agreements with the Company's former President and Director and two of the Company's consultants. Pursuant to the settlement and release agreements, the Company has agreed to issue a total of 180,285,000 newly-issued shares of common stock for the settlement of all amounts owing to these parties. |
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j) | On March 5, 2015, the Company entered into a consulting agreement with the former President and Director of the Company ("Consultant") whereby the Company has agreed to pay $12,853 in cash, half to be paid within 15 days of the execution of the agreement and half to be paid within 45 days of the execution of the agreement and $500 in cash, due and payable on the last day of each month ending at the end of May 2015. In return, the Consultant has agreed to provide assistance with a variety of services including: providing the Company with transitional services associated with the Company's SEC filings, assist with the preparation of the 2014 10-K and 2015 Q1 10-Q filings, assist the Company winding down certain legacy business issues and provide the Company with access to files and records. |
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k) | On March 13, 2015, the Company issued 75,000,000 common shares upon the issuance of $3,750 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). |
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l) | On March 17, 2015, the Company issued 75,000,000 common shares upon the issuance of $3,750 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b). |
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m) | On March 18, 2015, the Company issued 83,000,000 common shares upon the issuance of $1,490 of principal of the July 15, 2013 convertible debenture and $2,660 of accrued and unpaid interest. Refer to Note 3(b). |
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n) | On March 24, 2015, the Company issued 87,000,000 common shares upon the issuance of $4,350 of principal of the October 4, 2013 convertible debenture. Refer to Note 3(c). |
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o) | On March 25, 2015, the Company issued 87,000,000 common shares upon the issuance of $4,350 of principal of the October 4, 2013 convertible debenture. Refer to Note 3(c). |
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p) | On April 1, 2015, the Company issued a draw-down convertible promissory note to a non-related party in the principal amount of up to $600,000. Under the terms of the promissory note, the amount is unsecured, bears interest at 10% per annum, and is due on April 1, 2016. The note is convertible into shares of common stock at a conversion rate of 50% of the average of the three lowest end-of-day closing prices of the Company's common stock for the twenty-five trading days prior to the date the holder elects to convert all or part of the promissory note. |
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q) | On April 1, 2015, the Company consented to the assignment of the February 18, 2014 and the October 4, 2013 convertible debentures. According to the terms of the assignment agreement, the February 18, 2014 note was sold to the purchaser and simultaneously exchanged for a new note (the "New February Note"). In accordance with the exchange, The New February Note was deemed to have been issued February 18, 2014, and carried substantially the same terms as the original note, with the following exceptions: the New February bears 0% interest, and the overall ownership of the purchaser at any one moment shall be limited to 9.99% of the issued and outstanding shares of our common stock. The purchaser also entered into an agreement with original debenture holder, granting the purchaser the exclusive right to acquire the October 4, 2013 note, on or before May 7, 2015 |
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r) | On April 2, 2015, the Company entered into an equity line of credit (ELOC) up to $4,000,000 with a non-related party, which allows the Company to "put" shares to the debtor at a 20% discount to the lowest trading price over the five consecutive trading days immediately succeeding the applicable Put Notice Date. The ELOC requires the filing of a registration statement prior to the funds becoming available to the Company. Once the registration is filed, funding under the ELOC occurs at the discretion of the Company. The minimum amount of the Put Notice is restricted to $5,000 and the maximum to 100% of the average of the daily trading dollar volume for the ten consecutive trading days immediately prior to the Put Notice Date but not to exceed an accumulated amount per month of $150,000 unless prior approval is obtained. |
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s) | On April 3, 2015, two shareholders of the Company agreed to convert 422,000,000 shares of common stock into 2,215,500 shares of Class B Preferred Stock at the request of the Company, to facilitate the closing of the other transactions herein described. |
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t) | On April 6, 2015, the Company entered into a Common Stock Purchase Warrant agreement with a non-related party providing the holder the right to purchase shares of common stock of the Company by investing up to $50,000 into new shares of common stock at a price of $0.001 per share for a period of five years. This warrant agreement was negotiated as part of the draw-down convertible promissory note as described in Note 7(p). |
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u) | On April 10, 2015, the Company issued 149,844,444 common shares upon the issuance of $6,743 of principal of the February 18, 2014 convertible debenture. Refer to Note 3(d). |
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