American Battery Materials (BLTHD) 10-Q 23 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - $ / shares	3 Months Ended
	Mar. 31, 2016	May. 23, 2016
Document And Entity Information
Entity Registrant Name	U-Vend, Inc.
Entity Central Index Key	1,487,718
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		18,198,816
Entity Common Stock, Par Value Per Share	$ 0.001
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,016

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current assets:
Cash	$ 78,990	$ 139,677
Accounts Receivable	13,504	3,807
Inventory (net)	59,000	46,979
Prepaid expenses and other assets	56,633	79,548
Total current assets	208,127	270,011
Noncurrent assets:
Property and equipment (net)	750,069	747,298
Security deposits	17,186	16,018
Other assets (net)	157,613	70,010
Intangible asset (net)	238,701	260,401
Goodwill	642,340	642,340
Total noncurrent assets	1,805,909	1,736,067
Total assets	2,014,036	2,006,078
Current liabilities:
Accounts payable	324,506	254,946
Accrued expenses	152,212	156,484
Accrued interest	164,070	121,080
NHL sponsorship liability	439,189	316,997
Registration rights liability	22,156	22,156
Amounts due to officers	694,381	624,307
Senior convertible notes, net of discount		372,498
Promissory notes payable	641,762	479,576
Convertible notes payable, net of discount	752,351	744,807
Current capital lease obligation	104,018	90,783
Total current liabilities	3,294,645	3,183,634
Noncurrent liabilities:
Senior convertible notes, net of discount	372,498
Capital lease obligation, net of discount	200,192	207,703
Warrant liabilities	281,755	310,960
Total noncurrent liabilities	854,445	518,663
Total liabilities	$ 4,149,090	$ 3,702,297
Commitments and contingencies (Note 12)
Stockholders' deficiency
Common stock, $.001 par value, 600,000,000 shares authorized, 18,198,816 shares issued and outstanding (18,148,816 - 2015)	$ 18,198	$ 18,148
Additional paid-in capital	4,162,651	4,113,055
Accumulated deficit	(6,315,903)	(5,827,422)
Total stockholders' deficiency	(2,135,054)	(1,696,219)
Total liabilities and stockholders' deficiency	$ 2,014,036	$ 2,006,078

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	600,000,000	600,000,000
Common stock, shares issued	18,198,816	18,148,816
Common stock, shares outstanding	18,198,816	18,148,816

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Statement [Abstract]
Revenue	$ 293,542	$ 124,749
Cost of revenue	143,616	80,548
Gross profit	149,926	44,201
Operating expenses:
Selling	302,024	153,699
General and administrative	273,577	324,970
[OperatingExpenses]	575,601	478,669
Operating loss	(425,675)	(434,468)
Other (income) expense, net:
Gain on change in fair value of debt and warrant liabilities	(29,205)	(24,992)
Amortization of debt discount and deferred financing costs	26,931	51,796
Interest expense	56,665	46,339
Unrealized loss (gain) on foreign currency	8,415	(16,779)
[Other Expenses]	62,806	56,364
Net loss	$ (488,481)	$ (490,832)
Net loss per share - basic and diluted (in dollars per share)	$ (0.03)	$ (0.05)
Weighted average common shares outstanding - basic and diluted (in shares)	18,198,267	10,684,843

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash flows from operating activities:
Net loss	$ (488,481)	$ (490,832)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock based compensation	42,646	10,133
Gain on fair value of warrant liabilities	(29,205)	(19,592)
Common shares issued for lease obligation		14,105
Common shares and warrants issued for services		11,350
Depreciation	35,250	30,442
Amortization of intangible assets	21,700	21,700
Amortization of debt discount and deferred financing costs	26,931	51,796
Accretion and fair value adjustment of liability for contingent consideration		22,160
Unrealized loss (gain) on foreign currency	8,415	(16,779)
Convertible notes payable fair value adjustment		(5,400)
(Increase) decrease in assets:
Accounts Receivable	(9,697)	(4,600)
Inventory	(12,021)	(14,423)
Prepaid expenses and other assets	21,747	59,035
Increase in liabilities:
Accounts payable and accrued expenses	187,480	108,166
Accrued interest	40,512	19,374
Amounts due to officers	70,074	54,902
Net cash used by operating activities	(84,649)	(148,463)
Cash flows from investing activities:
Purchase of property and equipment	(38,021)	(8,904)
Net cash (used) provided by investing activities	(38,021)	(8,904)
Cash flows from financing activities:
Proceeds from common stock warrant exercises		40,000
Proceeds from convertible notes, net of financing costs		64,180
Proceeds from promissory notes	178,800	25,000
Principal repayments of promissory notes	(16,817)
Deferred financing costs paid	(100,000)
Net cash provided by financing activities	61,983	129,180
Net decrease in cash	(60,687)	(28,187)
Cash - beginning of period	139,677	73,396
Cash - end of period	78,990	45,209
Cash paid for:
Interest	15,000	11,841
Non-cash investing and financing activities:
Debt discount related to warrant liability and beneficial conversion feature		2,091
Issuance of common stock to satisfy capital lease obligation		68,177
Issuance of common stocks and warrants as debt financing cost	$ 7,000
Conversion of senior convertible notes into common stock		5,000
Equipment, inventory and coin financed with debt		$ 65,750

NATURE OF BUSINESS AND SUMMARY

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company entered the business of developing, marketing and distributing various self-serve electronic kiosks and mall/airport co-branded islands throughout North America with the merger with U-Vend Canada, Inc. on January 7, 2014. The Company seeks to place its kiosks in high-traffic host locations such as big box stores, restaurants, malls, airports, casinos, universities, and colleges. Currently, the Company leases, owns and operates their kiosks but intends to also provide the kiosks, through a distributor relationship, to the entrepreneur wanting to own their own business. The Company’s vending kiosks incorporate advanced wireless technology, creative concepts, and ease of management. The Company's kiosks have been designed to be tech-savvy and can be managed on line 24 hours a day/7 days a week, accepting traditional cash input as well as credit and debit cards. Host locations and suppliers have been drawn to this distribution concept of product vending based on the advantages of reduced labor and lower product theft as compared to non-kiosk merchandising platforms. The Company takes a solutions development approach for the marketing of products through a variety of kiosk offerings. The Company's approach to the market can include the addition of a digital LCD monitor to most makes and models in a kiosk program. This would allow the Company to offer digital advertising as a national and/or local loop basis and a corresponding additional revenue stream for the Company. Management's plans The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis. The Company incurred a loss of $488,481 during the three months ended March 31, 2016, has incurred accumulated losses totaling $6,315,903, and has a working capital deficit of $3,086,518 at March 31, 2016. These factors, among others, indicate that the Company may be unable to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. To fund the Company’s operations for the next 12 months, to allow the Company to continue the development of its business plans and satisfy its obligations on a timely basis the Company needs to raise additional financing. Should additional financing not be available, the Company will have to negotiate with its lenders to extend the repayment dates of its indebtedness. There can be no assurance that the Company will be able to successfully restructure its debt obligations in the event it fails to obtain additional financing. On January 7, 2014, U-Vend, Inc. (formerly Internet Media Services, Inc. (“IMS”)) entered into an Exchange of Securities Agreement with U-Vend Canada, Inc., and the shareholders of U-Vend Canada, Inc. (“U-Vend Canada”) The Company believes the merger with U-Vend Canada will provide it with business operations and also working capital. The Company is in discussion to raise additional capital to execute on its current business plans. There is no assurance that future financing arrangements will be successful or that the operating results of U-Vend, Inc. will yield sufficient cash flow to execute the Company’s business plans or satisfy its obligations. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis of Presentation - The preparation of financial statements, in conformity with accounting principles generally accepted in the United States (U.S. GAAP), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates and assumptions. Principles of Consolidation Common Shares Issued and Earnings Per Share As of March 31, 2016, there were approximately 44.9 million (44.3 million at March 31, 2015) shares potentially issuable under convertible debt agreements, options, and warrants that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the periods presented. Fair Value of Financial Instruments - Fair value 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. FASB ASC 820 “Fair Value Measurement” establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Reclassifications Accounting Pronouncements In May 2014, the FASB issued new accounting guidance on revenue from contracts with customers, ASU 2014-09. The new guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods and services to customers. The updated guidance will replace most existing revenue recognition guidance in GAAP when it becomes effective. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the effect the updated standard will have on the consolidated financial statements and related disclosures. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The guidance requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued and to provide related footnote disclosures in certain circumstances. The guidance is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. The Company does not believe the adoption of this ASU will have a significant impact on its consolidated financial statements. In February 2016, the FASB issued an accounting standard update ASU 2016-02, “Leases”, which requires that lease arrangements longer than 12 months result in an entity recognizing an asset and liability. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The Company has not yet evaluated nor has it determined the effect of the standard on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation — Stock Compensation: Improvements to Employee Share-Based Payment Accounting.” The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for the Company on January 1, 2017 and the Company is currently evaluating the impact that ASU 2016-09 will have on its consolidated financial statements and related disclosures. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” to clarify two aspects of Topic 606: (i) identifying performance obligations and (ii) the licensing implementation guidance, while retaining the related principles for those areas. The Company is evaluating the impact, if any, the adoption of this standard will have on the consolidated financial statements and related disclosures

DEBT

DEBT	3 Months Ended
	Mar. 31, 2016
Debt Disclosure [Abstract]
DEBT	NOTE 2. DEBT Senior Convertible Notes The Company entered into a Securities Purchase Agreement ("2013 SPA") dated June 18, 2013 with Cobrador Multi-Strategy Partners, LP (“Investor” or "Cobrador") pursuant to Cobrador providing an aggregate of $400,000 financing through senior convertible notes and warrants. At March 31, 2016, total outstanding Senior Convertible Notes had a face value and carrying value of $372,498 ($372,498 at December 31, 2015) as the debt discounts are completely amortized. Pursuant to 2013 SPA, there were an aggregate of 11.2 million Series A Warrants expiring at various dates between June 2016 and November 2017 and an aggregate of 12 million Series B Warrants expiring at various dates between June 2018 and November 2019. During the three months ended March 31, 2016, the terms of the convertible notes were extended until December 31, 2017. Pursuant to the extension the maturity of the convertibles notes are for more than one year as of March 31, 2016 and accordingly are reclassified as noncurrent liabilities. In connection with the extension, the Company extended the expiration dates of Series A Warrants by one year. The fair value of the Series A Warrants did not materially change due to the extension. Promissory Notes Payable In March 2016, the Company issued three unsecured promissory notes and borrowed an aggregate amount of $155,000. The promissory notes bear interest at 10% per annum, with a provision for an increase in the interest rate upon an event of default as defined therein, and are due at various due dates in May 2016. In addition, during the three months ended March 31, 2016, the Company borrowed an aggregate of $23,800 pursuant to two unsecured promissory notes. The notes bear interest at 19% and the borrowings are payable together with interest over a period of six months from the date of borrowing. The Company repaid an aggregate of $16,816 of borrowings during the three months ended March 31, 2016 and the balance outstanding on these notes at March 31, 2016 was $18,067 ($11,083 at December 31, 2015). In January and October 2015, the Company entered into two separate 24 month equipment financing agreements with Perkin Industries, LLC (“the Lender”) for equipment in the aggregate amount of $137,750 with an annual interest rate of 15%. The Lender received an aggregate of 110,200 warrants with an exercise price of $0.35 per share and a term of three years in connection with this financing which was recorded as a debt discount and derivative warrant liability due to the “down round provision” in the amount of $1,237. During the three months ended March 31, 2016, the Company amortized debt discount of $293 and the carrying value of this financing is $137,457, net of $203 debt discount, at March 31, 2016. The fair value of the warrant liability related to Perkin equipment financing obligations was $2,636 as of March 31, 2016 ($2,920 December 31, 2015). As of March 31, 2016 one promissory note in the face amount of $10,000 is currently due for repayment. The Company is in discussion with the note holder for an extension of the repayment date, however, as of May 23, 2016 no agreement has been reached. Convertible Note Payable The Company has two convertible 18% notes, payable in Canadian dollars that were acquired in connection with the U-Vend Canada merger on January 7, 2014. As of March 31, 2016 these convertible notes have a carrying value of $96,250. During the three months ended March 31, 2016, the Company recorded an unrealized loss on foreign currency translation related to these notes and the related accrued interest of $8,415. During the three months ended March 31, 2015, the Company recorded an unrealized gain on foreign currency translation related to these notes and the accrued interest of $16,779. During the year ended December 31, 2015, the Company issued eleven 9.5% subordinated convertible notes aggregating $441,000 pursuant to 2015 As of March 31, 2016 six convertible notes payable with a face amount of $256,250 ($175,313 at December 31, 2015) are currently due for repayment. The terms of the notes, amongst other things, provide for payment of additional interest if repayments are not made on due dates. The Company is in discussion with the note holders for an extension of the repayment date, however, as of May 23, 2016 no agreement has been reached. Additional interest payable, if any, on the notes as of March 31, 2016 was immaterial. Other Assets -Deferred Financing Costs Financing costs associated with the Senior Secured Convertible Notes, certain of the Subordinated Convertible Notes payable and planned financing are included in deferred financing costs on the condensed consolidated balance sheets at March 31, 2016 and December 31, 2015. These costs are amortized over the term of the respective notes. The Company incurred approximately $107,000 of financing costs during the three months ended March 31, 2016, including $7,000 related to maturity extensions of a convertible note paid in shares of the Company's common stock. Amortization of financing costs for the three months ended March 31, 2016 and 2015 was $19,397 and $19,382, respectively. As of March 31, 2016, Other Assets balance includes $150,000 ($50,000 at December 31, 2015) financing costs incurred with respect to a planned financing that has not been completed.

STOCKHOLDERS' DEFICIENCY

STOCKHOLDERS' DEFICIENCY	3 Months Ended
	Mar. 31, 2016
Equity [Abstract]
STOCKHOLDERS' DEFICIENCY	NOTE 3. STOCKHOLDERS’ DEFICIENCY During the three months ended March 31, 2016, the Company granted options to acquire 20,000 shares of its common shares pursuant to the Company's Stock Option plan. During the three months ended March 31, 2016, $42,646 ( $10,133 in 2015) was charged to operations as stock based compensation costs for the options and the restricted shares granted. During the three months ended March 31, 2016, the Company issued 50,000 shares of common stock with a fair value of $7,000 to a note holder to extend the maturity date of the note. At March 31, 2016 the Company had the following warrant securities outstanding: Warrants Exercise Price Expiration 2011 Private placement warrants 12,500 $ 60.00 March 2018 2013 Series A warrants Senior convertible notes 5,200,000 $ 0.05 June 2017-December 2017 2013 Series B warrants Senior convertible notes 6,000,000 $ 0.06 June 2018-December 2018 2013 Issued with lease obligation 861,250 $ 0.12 October 2016 2014 Series A warrants Senior convertible notes 6,000,000 $ 0.05 January 2018-December 2018 2014 Series B warrants Senior convertible notes 6,000,000 $ 0.06 January 2019-November 2019 2014 Warrants for services 420,000 $ 0.35 August 2019-December 2019 2014 Warrants for services 240,000 $ 0.05 April 2016-December 2016 2014 Warrants for services 1,184,000 $ 0.06 June 2018-December 2018 2014 Issued to Director for debt 729,166 $ 0.24 November 2016-July 2017 2014 Issued with 2014 SPA convertible debt 243,334 $ 0.35 August 2019-December 2019 2014 Issued with equipment financing obligation 200,000 $ 0.35 October 2017 2014 issued with lease obligation 246,563 $ 0.20 March 2017 2014 issued with lease obligation 483,889 $ 0.18 May 2017 2014 Issued with promissory note 41,667 $ 0.18 May 2017 2015 Issued with 2014 SPA convertible debt 116,668 $ 0.35 January 2020-March 2020 2015 Issued with convertible financing obligation 110,200 $ 0.35 January 2018-October 2018 2015 Issued for services 407,067 $ 0.40 April 2020-November 2020 2015 Issued with 2015 SPA convertible debt 735,001 $ 0.40 April 2020- September 2020 2015 Warrants issued for equipment 200,000 $ 0.35 January 2020 2015 Warrants issued with sale of common shares 779,413 $ 0.30 December 2017 30,210,718 During the three months March 31, 2016, 1,100,815 warrants expired unexercised.

FAIR VALUE OF FINANCIAL INSTRUM

FAIR VALUE OF FINANCIAL INSTRUMENTS	3 Months Ended
	Mar. 31, 2016
Fair Value Disclosures [Abstract]
FAIR VALUE OF FINANCIAL INSTRUMENTS	NOTE 4. FAIR VALUE OF FINANCIAL INSTRUMENTS The following table provides a summary of changes in derivative warrant liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2016 and the year ended December 31, 2015. March 31, 2016 December 31, 2015 Balance at beginning of period $ 310,960 $ 309,993 Allocation of proceeds related to convertible and promissory notes to derivative — 38,282 Reclassification of warrant liability as additional paid in capital upon exercise of warrants — (3,534 ) Equipment purchased with warrants classified as derivative liabilities due to — 50,100 Unrealized gain on fair value adjustment (29,205 ) (83,881 ) $ 281,755 $ 310,960 The fair value of warrants outstanding at March 31, 2016 and December 31, 2015 has been determined based on the consideration of the enterprise value of the Company, the limited market of the shares issuable under the agreement and modeling of the Monte Carlo simulation using multiple volatility assumptions. Warrants issued in and prior to 2012 are significantly out of the money and diluted therefore, management has deemed the fair value of these to be de minimis. Due to certain unobservable inputs in the fair value calculations of the warrants, derivative warrant liabilities are classified as Level 3.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 5. SUBSEQUENT EVENTS Subsequent to March 31, 2016 the Company entered into a license agreement beginning January 1, 2016 through December 31, 2018 with a third party for the non-exclusive right to certain proprietary intangible property of the Licensor to be used in connection with the manufacturing, distribution, promotion and advertisement of the Company’s products sold within the U.S., the District of Columbia and U.S. territories. Under the license agreement, the Company is scheduled to pay the following guaranteed payments; $25,000 on April 15, 2016, $25,000 on July 15, 2016, $100,000 on October 15, 2016, $275,000 during 2017, $575,000 during 2018. The Company is obligated to pay the licensor a royalty based on the product sold or advertising sold. The royalty paid shall offset all or a portion of the guaranteed payments. The agreement is subject to customary default and termination clauses.

NATURE OF BUSINESS AND SUMMAR11

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation - The preparation of financial statements, in conformity with accounting principles generally accepted in the United States (U.S. GAAP), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates and assumptions.
Principles of Consolidation	Principles of Consolidation
Common Shares Issued and Earnings Per Common Share	Common Shares Issued and Earnings Per Share As of March 31, 2016, there were approximately 44.9 million (44.3 million at March 31, 2015) shares potentially issuable under convertible debt agreements, options, and warrants that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the periods presented.
Fair Value of Financial Instruments	Fair Value of Financial Instruments - Fair value 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. FASB ASC 820 “Fair Value Measurement” establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Reclassifications	Reclassifications
Accounting Pronouncements	Accounting Pronouncements In May 2014, the FASB issued new accounting guidance on revenue from contracts with customers, ASU 2014-09. The new guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods and services to customers. The updated guidance will replace most existing revenue recognition guidance in GAAP when it becomes effective. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the effect the updated standard will have on the consolidated financial statements and related disclosures. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The guidance requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued and to provide related footnote disclosures in certain circumstances. The guidance is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. The Company does not believe the adoption of this ASU will have a significant impact on its consolidated financial statements. In February 2016, the FASB issued an accounting standard update ASU 2016-02, “Leases”, which requires that lease arrangements longer than 12 months result in an entity recognizing an asset and liability. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The Company has not yet evaluated nor has it determined the effect of the standard on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation — Stock Compensation: Improvements to Employee Share-Based Payment Accounting.” The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for the Company on January 1, 2017 and the Company is currently evaluating the impact that ASU 2016-09 will have on its consolidated financial statements and related disclosures. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” to clarify two aspects of Topic 606: (i) identifying performance obligations and (ii) the licensing implementation guidance, while retaining the related principles for those areas. The Company is evaluating the impact, if any, the adoption of this standard will have on the consolidated financial statements and related disclosures

STOCKHOLDERS' DEFICIENCY (Table

STOCKHOLDERS' DEFICIENCY (Tables)	3 Months Ended
	Mar. 31, 2016
Stockholders' Equity Note [Abstract]
Schedule of outstanding warrant securities	At March 31, 2016 the Company had the following warrant securities outstanding: Warrants Exercise Price Expiration 2011 Private placement warrants 12,500 $ 60.00 March 2018 2013 Series A warrants Senior convertible notes 5,200,000 $ 0.05 June 2017-December 2017 2013 Series B warrants Senior convertible notes 6,000,000 $ 0.06 June 2018-December 2018 2013 Issued with lease obligation 861,250 $ 0.12 October 2016 2014 Series A warrants Senior convertible notes 6,000,000 $ 0.05 January 2018-December 2018 2014 Series B warrants Senior convertible notes 6,000,000 $ 0.06 January 2019-November 2019 2014 Warrants for services 420,000 $ 0.35 August 2019-December 2019 2014 Warrants for services 240,000 $ 0.05 April 2016-December 2016 2014 Warrants for services 1,184,000 $ 0.06 June 2018-December 2018 2014 Issued to Director for debt 729,166 $ 0.24 November 2016-July 2017 2014 Issued with 2014 SPA convertible debt 243,334 $ 0.35 August 2019-December 2019 2014 Issued with equipment financing obligation 200,000 $ 0.35 October 2017 2014 issued with lease obligation 246,563 $ 0.20 March 2017 2014 issued with lease obligation 483,889 $ 0.18 May 2017 2014 Issued with promissory note 41,667 $ 0.18 May 2017 2015 Issued with 2014 SPA convertible debt 116,668 $ 0.35 January 2020-March 2020 2015 Issued with convertible financing obligation 110,200 $ 0.35 January 2018-October 2018 2015 Issued for services 407,067 $ 0.40 April 2020-November 2020 2015 Issued with 2015 SPA convertible debt 735,001 $ 0.40 April 2020- September 2020 2015 Warrants issued for equipment 200,000 $ 0.35 January 2020 2015 Warrants issued with sale of common shares 779,413 $ 0.30 December 2017 30,210,718

FAIR VALUE OF FINANCIAL INSTR13

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)	3 Months Ended
	Mar. 31, 2016
Fair Value Disclosures [Abstract]
Schedule of fair value of derivative warrant liabilities	The following table provides a summary of changes in derivative warrant liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2016 and the year ended December 31, 2015. March 31, 2016 December 31, 2015 Balance at beginning of period $ 310,960 $ 309,993 Allocation of proceeds related to convertible and promissory notes to derivative — 38,282 Reclassification of warrant liability as additional paid in capital upon exercise of warrants — (3,534 ) Equipment purchased with warrants classified as derivative liabilities due to — 50,100 Unrealized gain on fair value adjustment (29,205 ) (83,881 ) $ 281,755 $ 310,960

NATURE OF BUSINESS AND SUMMAR14

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Accounting Policies [Abstract]
Net loss	$ (488,481)	$ (490,832)
Accumulated deficit	(6,315,903)		$ (5,827,422)
Working capital deficit	$ 3,086,518
Anti-dilutive shares excluded from calculation of diluted earnings per share	44,900,000	44,300,000

DEBT (Details Narrative)

DEBT (Details Narrative)	3 Months Ended		12 Months Ended
	Mar. 31, 2016USD ($)N$ / sharesshares	Mar. 31, 2015USD ($)	Dec. 31, 2015USD ($)Nshares	Jun. 18, 2013USD ($)
Senior convertible notes, net of discount	$ 372,498		$ 372,498
Warrants outstanding | shares	30,210,718
Proceeds from promissory notes	$ 178,800	$ 25,000
Principal repayments of promissory notes	16,817
Promissory notes payable	641,762		479,576
Promissory notes due for repayment	10,000
Convertible notes payable, net of discount	752,351		744,807
Convertible notes due for repayment	256,250		175,313
Financing costs	107,000
Amortization of financing costs	19,397	$ 19,382
Financing costs included within other assets balance	$ 150,000		$ 50,000
2016 Promissory Notes [Member]
Number of promissory notes issued during period | N	3
Proceeds from promissory notes	$ 155,000
Interest rate	10.00%
Unsecured Promissory Notes [Member]
Number of promissory notes issued during period | N	2
Proceeds from promissory notes	$ 23,800
Interest rate	19.00%
Principal repayments of promissory notes	$ 16,816
Promissory notes payable	$ 18,067
15% 24 Month Equipment Financing 2015 Agreement (Perkin Industries, LLC) [Member]
Number of promissory notes issued during period | N			2
Interest rate	15.00%
Face amount of debt	$ 137,750
Debt term	24 months
Warrants granted with debt | shares			110,200
Warrant exercise price | $ / shares	$ 0.35
Debt instrument discount	$ 203
Warrant liablilty	1,237
Long term debt	137,457
Amortization of debt discount	293
Fair value of warrant liability	2,636		$ 2,920
2015 SPA Convertible Notes and Warrants [Member]
Debt instrument discount			2,309
Amortization of debt discount	$ 1,411
Convertible notes payable, net of discount			$ 438,691
15% 2015 SPA Convertible Notes and Warrants [Member]
Number of promissory notes issued during period | N			11
Interest rate	9.50%
Face amount of debt	$ 441,000
Warrants granted with debt | shares			735,002
Warrant exercise price | $ / shares	$ 0.40
Debt instrument discount	$ 898
Convertible notes payable, net of discount	$ 440,102
Senior Convertible Note Payable [Member]
Total debt financing available				$ 400,000
U-Vend Canada Convertible Notes [Member]
Interest rate	18.00%
Convertible notes payable, net of discount	$ 96,250
Class A Warrants [Member] | Senior Convertible Note Payable [Member]
Warrants outstanding | shares	11,200,000
Class B Warrants [Member] | Senior Convertible Note Payable [Member]
Warrants outstanding | shares	12,000,000
2011 Private Placement Warrants [Member]
Warrants outstanding | shares	12,500
Warrant exercise price | $ / shares	$ 60
2013 Series A Warrants Senior Convertible Notes [Member]
Warrants outstanding | shares	5,200,000
Warrant exercise price | $ / shares	$ 0.05
2013 Series B Warrants Senior Convertible Notes [Member]
Warrants outstanding | shares	6,000,000
Warrant exercise price | $ / shares	$ 0.06
2013 Issued With Lease Obligation [Member]
Warrants outstanding | shares	861,250
Warrant exercise price | $ / shares	$ 0.12
2014 Series A Warrants Senior Convertible Notes [Member]
Warrants outstanding | shares	6,000,000
Warrant exercise price | $ / shares	$ 0.05
2014 Series B Warrants Senior Convertible Notes [Member]
Warrants outstanding | shares	6,000,000
Warrant exercise price | $ / shares	$ 0.06
2014 Warrants For Services [Member]
Warrants outstanding | shares	420,000
Warrant exercise price | $ / shares	$ 0.35
2014 Warrants For Services # 2 [Member]
Warrants outstanding | shares	240,000
Warrant exercise price | $ / shares	$ 0.05
2014 Warrants For Services #3 [Member]
Warrants outstanding | shares	1,184,000
Warrant exercise price | $ / shares	$ 0.06
2014 Issued To Director For Debt [Member]
Warrants outstanding | shares	729,166
Warrant exercise price | $ / shares	$ 0.24
2014 Issued With SPA Convertible Debt [Member]
Warrants outstanding | shares	243,334
Warrant exercise price | $ / shares	$ 0.35
2014 Issued With Equipment Financing Obligation [Member]
Warrants outstanding | shares	200,000
Warrant exercise price | $ / shares	$ 0.35
2014 Issued With Lease Obligation [Member]
Warrants outstanding | shares	246,563
Warrant exercise price | $ / shares	$ 0.20
2014 Issued With Lease Obligation #2 [Member]
Warrants outstanding | shares	483,889
Warrant exercise price | $ / shares	$ 0.24
2014 Issued With Promissory Note [Member]
Warrants outstanding | shares	41,667
Warrant exercise price | $ / shares	$ 0.18
Issued for Equipment [Member]
Warrants outstanding | shares	200,000
Warrant exercise price | $ / shares	$ 0.35
2015 Issued with 2014 SPA convertible debt [Member]
Warrants outstanding | shares	116,668
Warrant exercise price | $ / shares	$ 0.35
2015 Issued with convertible financing obligation [Member]
Warrants outstanding | shares	110,200
Warrant exercise price | $ / shares	$ 0.35
2015 Issued for Services [Member]
Warrants outstanding | shares	407,067
Warrant exercise price | $ / shares	$ .40
2015 Issued for 2015 SPA Convertible Debt [Member]
Warrants outstanding | shares	735,001
Warrant exercise price | $ / shares	$ 0.40
2015 Issued for with sale of Common Stock [Member]
Warrants outstanding | shares	779,413
Warrant exercise price | $ / shares	$ .30

STOCKHOLDERS' DEFICIENCY (Detai

STOCKHOLDERS' DEFICIENCY (Details Narrative)	3 Months Ended
	Mar. 31, 2016USD ($)shares
Stockholders' Equity Note [Abstract]
Options granted	20,000
Shares issued as fees for debt extension | $	$ 7,000
Shares issued as fees for debt extension, shares	50,000
Warrants expired	1,100,815

STOCKHOLDERS' DEFICIENCY (Det17

STOCKHOLDERS' DEFICIENCY (Details)	3 Months Ended
	Mar. 31, 2016$ / sharesshares
Warrants	30,210,718
2013 Issued With Lease Obligation [Member]
Warrants	861,250
Exercise Price | $ / shares	$ 0.12
Expiration	October 2,016
2011 Private Placement Warrants [Member]
Warrants	12,500
Exercise Price | $ / shares	$ 60
Expiration	March 2,018
2013 Series A Warrants Senior Convertible Notes [Member]
Warrants	5,200,000
Exercise Price | $ / shares	$ 0.05
Expiration	June 2017-December 2018
2013 Series B Warrants Senior Convertible Notes [Member]
Warrants	6,000,000
Exercise Price | $ / shares	$ 0.06
Expiration	June 2018-December 2018
2014 Series A Warrants Senior Convertible Notes [Member]
Warrants	6,000,000
Exercise Price | $ / shares	$ 0.05
Expiration	January 2018-November 2018
2014 Series B Warrants Senior Convertible Notes [Member]
Warrants	6,000,000
Exercise Price | $ / shares	$ 0.06
Expiration	January 2019-November 2019
2014 Warrants For Services [Member]
Warrants	420,000
Exercise Price | $ / shares	$ 0.35
Expiration	August 2019-December 2019
2014 Warrants For Services # 2 [Member]
Warrants	240,000
Exercise Price | $ / shares	$ 0.05
Expiration	April 2016-December 2016
2014 Warrants For Services #3 [Member]
Warrants	1,184,000
Exercise Price | $ / shares	$ 0.06
Expiration	June 2018-December 2018
2014 Issued To Director For Debt [Member]
Warrants	729,166
Exercise Price | $ / shares	$ 0.24
Expiration	November 2016-July 2017
2014 Issued With SPA Convertible Debt [Member]
Warrants	243,334
Exercise Price | $ / shares	$ 0.35
Expiration	August 2019-December 2019
2014 Issued With Equipment Financing Obligation [Member]
Warrants	200,000
Exercise Price | $ / shares	$ 0.35
Expiration	October 2,017
2014 Issued With Lease Obligation [Member]
Warrants	246,563
Exercise Price | $ / shares	$ 0.20
Expiration	March 2,017
2014 Issued With Lease Obligation #2 [Member]
Warrants	483,889
Exercise Price | $ / shares	$ 0.24
Expiration	May 2,017
2014 Issued With Promissory Note [Member]
Warrants	41,667
Exercise Price | $ / shares	$ 0.18
Expiration	May 2,017
2015 Issued with 2014 SPA convertible debt [Member]
Warrants	116,668
Exercise Price | $ / shares	$ 0.35
Expiration	January 2020-March 2020
2015 Issued with convertible financing obligation [Member]
Warrants	110,200
Exercise Price | $ / shares	$ 0.35
Expiration	January 2018-October 2018
2015 Issued for Services [Member]
Warrants	407,067
Exercise Price | $ / shares	$ .40
Expiration	April 2020-November 2020
2015 Issued for 2015 SPA Convertible Debt [Member]
Warrants	735,001
Exercise Price | $ / shares	$ 0.40
Expiration	April 2020- September 2020
Issued for Equipment [Member]
Warrants	200,000
Exercise Price | $ / shares	$ 0.35
Expiration	January 2,020
2015 Issued for with sale of Common Stock [Member]
Warrants	779,413
Exercise Price | $ / shares	$ .30
Expiration	December 2,017

FAIR VALUE OF FINANCIAL INSTR18

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Changes in derivative warrant liabilities
Balance, beginning	$ 310,960
Balance, ending	281,755	$ 310,960
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Changes in derivative warrant liabilities
Balance, beginning	310,960	309,993
Allocation of proceeds related to convertible and promissory notes to derivative liabilities due to "down round" provision		38,282
Reclassification of warrant liability as additional paid in capital upon exercise of warrants		(3,534)
Equipment purchased with warrants classified as derivative liabilities due to "down round" provision		50,100
Unrealized gain on fair value adjustment	(29,205)	(83,881)
Balance, ending	$ 281,755	$ 310,960

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Events [Member] - USD ($)	Oct. 15, 2016	Jul. 15, 2016	Apr. 15, 2016	Mar. 31, 2016	Dec. 31, 2017
Subsequent event description				license agreement beginning January 1, 2016 through December 31, 2018 with a third party for the non-exclusive right to certain proprietary intangible property of the Licensor to be used in connection with the manufacturing, distribution, promotion and advertisement of the Company’s products sold within the U.S., the District of Columbia and U.S. territories
Royalty Agreements [Member]
Guaranteed Royalty payments	$ 275,000	$ 100,000	$ 25,000		$ 575,000