Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 09, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Axiom Corp. | |
Entity Central Index Key | 1,566,265 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 67,397,975 |
Unaudited Interim Condensed Con
Unaudited Interim Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 99,898 | $ 8,602 |
Accounts receivable (net of allowance of $nil (2014 - $nil)) | 4,389 | 2,389 |
Inventory | 10,721 | 13,410 |
Prepaid expenses and other receivables | 34,777 | 21,868 |
Total current assets | 149,785 | 46,269 |
Non-current assets | ||
Equipment | 26,422 | 14,284 |
Intangible assets | 64,541 | 70,074 |
Total non-current assets | 90,963 | 84,358 |
Total assets | 240,748 | 130,627 |
Current liabilities | ||
Accounts payable and accrued liabilities | 305,371 | 125,898 |
Other taxes payable | 1,374 | 7,191 |
Current portion of deferred revenue | 8,243 | 9,482 |
Due to related parties | 192,221 | $ 106,406 |
Loans payable | 273,068 | |
Total current liabilities | 780,277 | $ 248,977 |
Non-current liabilities | ||
Deferred revenue | 13,051 | 22,125 |
Total non-current liabilities | 13,051 | 22,125 |
Total liabilities | 793,328 | 271,102 |
Capital Stock: | ||
Common stock, (authorized 200,000,000, issued 67,397,975, par value $0.00001 per share) | 674 | $ 798,586 |
Additional paid-in capital | 1,211,241 | |
Accumulated other comprehensive income | 36,633 | $ 17,807 |
Deficit | (1,770,056) | (956,868) |
Axiom Corporation Ltd. Stockholders' equity | (521,471) | $ (140,475) |
Non-controlling interest | (31,109) | |
Total stockholders' deficit | (552,580) | $ (140,475) |
Total liabilities and deficit | 240,748 | $ 130,627 |
Series A Preferred Stock | ||
Capital Stock: | ||
Preferred stock, Value | 27 | |
Total stockholders' deficit | 27 | |
Series B Preferred Stock | ||
Capital Stock: | ||
Preferred stock, Value | 10 | |
Total stockholders' deficit | $ 10 |
Unaudited Interim Condensed Co3
Unaudited Interim Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts receivable - net allowance | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 67,397,975 | 67,397,975 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Series A Preferred Stock | ||
Preferred stock, shares authorized | 5,000,000 | |
Preferred stock, shares issued | 2,666,668 | |
Preferred stock, par value | $ 0.00001 | |
Series B Preferred Stock | ||
Preferred stock, shares authorized | 5,000,000 | |
Preferred stock, shares issued | 1,000,002 | |
Preferred stock, par value | $ 0.00001 |
Unaudited Interim Condensed Co4
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 16,628 | $ 15,761 | $ 42,896 | $ 44,755 |
Cost of revenue | 7,505 | 2,786 | 22,801 | 14,402 |
Gross profit | 9,123 | 12,975 | 20,095 | 30,353 |
Expenses | ||||
Advertising and promotion | 50 | 8,338 | 2,182 | 8,915 |
Interest | 4,354 | 2,048 | 11,617 | 7,178 |
Office and general | 9,084 | 10,718 | 28,569 | 19,210 |
Rent | 3,104 | 3,731 | 10,142 | 11,138 |
Salaries and fees | 112,227 | 25,716 | 385,798 | 43,072 |
Travel | (2,126) | 1,236 | 7,074 | 5,604 |
Depreciation and amortization | 6,621 | $ 2,418 | 16,795 | 3,554 |
Research and development | $ 105 | 100,602 | $ 1,812 | |
Stock-based compensation | 148,125 | |||
Professional fees | $ 59,014 | $ 34,202 | 156,031 | $ 64,569 |
Total operating expenses | 192,433 | 88,407 | 866,935 | 165,052 |
Operating income (Loss) | $ (183,310) | (75,432) | $ (846,840) | (134,699) |
Impairment of assets | (19,283) | (19,283) | ||
Gain (loss) on foreign exchange | $ 16,583 | 78 | $ 9,887 | (7,291) |
Net loss and comprehensive loss for the period | (166,727) | $ (94,637) | (836,953) | $ (161,273) |
Net loss and comprehensive loss attributed to non-controlling interest | (4,955) | (23,765) | ||
Net loss and comprehensive loss attributed to Axiom Corporation | $ (161,772) | $ (813,188) | ||
Net loss per share - Basic and diluted | $ 0 | $ 0 | $ (0.01) | $ 0 |
Weighted average number of shares outstanding - Basic and diluted | 66,991,997 | 56,433,333 | 67,480,998 | 56,433,333 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Stockholders' Equity Deficit - 9 months ended Sep. 30, 2015 - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Deficit | Non-controlling interest | Series A Preferred Stock | Series B Preferred Stock |
Beginning Balance at Dec. 31, 2014 | $ (140,475) | $ 798,586 | $ 17,807 | $ (956,868) | ||||
Issuance of warrants | 148,125 | $ 148,125 | ||||||
Reverse acquisition by Papernuts Canada | (72,277) | $ (797,525) | 713,766 | $ 18,826 | $ (7,344) | |||
Shares issued for services | 4,000 | 1 | 3,999 | |||||
Proceeds of share subscriptions collected | $ 345,000 | 12 | 344,988 | |||||
Conversion of common shares | $ (400) | $ 363 | $ 27 | $ 10 | ||||
Net (loss) for the period | $ (836,953) | $ (813,188) | (23,765) | |||||
Ending Balance at Sep. 30, 2015 | $ (552,580) | $ 674 | $ 1,211,241 | $ 36,633 | $ (1,770,056) | $ (31,109) | $ 27 | $ 10 |
Unaudited Interim Condensed Co6
Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating activities | ||
Net loss for the period | $ (836,953) | $ (161,273) |
Depreciation and amortization | $ 16,795 | 3,554 |
Impairment of equipment | $ 19,283 | |
Stock-based compensation | $ 148,125 | |
Accrued interest on shareholder loans | 8,130 | $ 5,348 |
Non-cash consulting services provided | 4,000 | 4,894 |
Changes in accounts receivable | (2,000) | 885 |
Change in inventory | 2,689 | (1,361) |
Changes in prepaid expenses | (12,907) | (14,451) |
Changes in accounts payable and accrued liabilities and other taxes payable | 190,524 | 32,854 |
Changes in deferred revenue | (9,073) | (9,623) |
Net cash flows (used in) operating activities | $ (490,670) | (119,887) |
Investing activities | ||
Purchase of intangible assets | (75,000) | |
Purchase of equipment | $ (23,401) | (32,077) |
Net cash flows used in investing activities | (23,401) | (107,077) |
Financing activities | ||
Proceeds from common shares issued | 345,000 | $ 482,006 |
Proceeds from loan advance | 200,000 | |
Related party loans and advances | 60,367 | $ 18,008 |
Net cash flows generated by financing activities | 605,367 | 500,014 |
Net increase in cash | 91,296 | 273,050 |
Cash (bank overdraft) , beginning of period | 8,602 | (190) |
Cash, end of period | $ 99,898 | $ 272,860 |
Nature of Business, Economic De
Nature of Business, Economic Dependence and Going Concern | 9 Months Ended |
Sep. 30, 2015 | |
Nature of Business, Economic Dependence and Going Concern [Abstract] | |
Nature of Business, Economic Dependence and Going Concern | 1. Nature of Business, Economic Dependence and Going Concern Axiom Corp. (“Axiom” or the “Company”) was incorporated in the State of Colorado on April 2, 2012. On February 23, 2015, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with shareholders of Papernuts Corporation (the “Papernuts Shareholders”) and Kranti Kumar Kotni, the controlling stockholder of Axiom (the “Controlling Stockholder”). Pursuant to the Share Exchange Agreement, the Papernuts Shareholders agreed to exchange up to 1,220,165 shares, which represents 100% of the common stock of Papernuts Corporation (“Papernuts”), for up to Fifty Two Million (52,000,000) shares of Axiom’s common stock (the “Company Shares”). On February 26, 2015, the Company closed on the Share Exchange Agreement, with 95.6% of the Papernuts Shareholders exchanging a total of 1,166,540 common shares (the “Papernuts Exchanged Shares”) for a total of 49,714,642 Axiom Shares (the “Company Exchanged Shares”). Each Papernuts Exchanged Shares was converted into the number of Company Exchanged Shares at an exchange ratio of 42.617187019 (the “Exchange Ratio”), rounded, if necessary, up to the nearest whole share (the “Share Exchange”). Pursuant to the Share Exchange Agreement, the Company also issued warrants to purchase a total of 5,650,000 shares of the Company’s Common Stock at exercise prices ranging from $0.056 to $0.075 per share. These warrants have terms which are the same as and replace warrants previously held by Papernuts warrant holders. (see also note 12). Additionally, on February 23, 2015, Mr. Scott MacRae, the former Chief Executive Officer of Papernuts, entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with the Controlling Shareholder, whereby Mr. MacRae purchased 30,000,000 shares (the “Shares”) of the Company’s common stock beneficially owned by Mr. Kotni. The Shares were purchased by Mr. MacRae for an aggregate purchase price of $75,000. As a result of the Share Exchange transaction and the transaction between Mr. MacRae and Mr. Kotni, Papernuts Canada has become a majority owned subsidiary of the Company and the Company now carries on the business of Papernuts Canada as its primary business. Additionally, as required by the Share Exchange Agreement, the Company and Mr. Kotni entered into a Share Transfer & Assignment Agreement dated February 26, 2015, pursuant to which the Company, following the Closing of the Share Exchange Agreement, transferred to Mr. Kotni all of the issued and outstanding shares of the Company’s formerly wholly-owned subsidiary, Acton Holdings Limited, a Kenyan company. Mr. Kotni assumes all the liabilities of Acton Holdings Limited. Papernuts was incorporated in Ontario, Canada on April 8, 2010 as 2239794 Ontario Inc. On January 19, 2015 Papernuts changed its name to Papernuts Corporation. The Company’s primary focus is the sale of paper and equipment. The Company’s registered office is as follows: 380 Vansickle Road, Unit 600, St. Catharines, Ontario, Canada, L2S 0B5. At September 30, 2015, the Company had not yet achieved profitable operations, had an accumulated deficit of $1,793,821 and expects to incur further losses in the development of its business, all of which casts significant doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional funding to further develop operations and a sales and marketing program so as to grow revenue and attain profitability. Although the Company has been successful in the past in obtaining financing, there remains significant doubt that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. During the period approximately 59% of revenues were derived from one customer (2014 – 62% from this same customer). |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Principles of Consolidation and Basis of Presentation These unaudited interim condensed consolidated financial statements include the accounts of the Company and its 95.6% owned subsidiary, Papernuts. All inter-company balances and transactions have been eliminated on consolidation. The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates The preparation of financial statements in conformity with 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 period. Significant estimates include the use of the going concern assumption, the useful life of its equipment and intangible assets and the valuation of equipment and intangible assets. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. At September 30, 2015 and December 31, 2014, the Company had a cash balance of $99,898 and $8,602 respectively. Revenue Recognition and Deferred Revenue Revenue from product sales is recognized when the customer takes title, assumes the risks and rewards of ownership and collectability is reasonably assured. Revenue is recorded at the time of shipment for terms designated f.o.b. (free on board) shipping point. For sales transactions designated f.o.b. destination, revenue is recorded when the product is delivered to the customer’s delivery site, when title and risk of loss are transferred. Revenue from the sale of licences and distribution agreements is recognized over the related term of the agreement. Proceeds received prior to the Company meeting its revenue recognition criteria is recorded as deferred revenue and shown as either a current or non-current liability depending on the expected timing of recognition. Shipping and Handling Costs Shipping and handling costs, such as freight to our customers’ destinations, are included in cost of revenue in the statement of operations and comprehensive loss. When shipping and handling costs are included in the sales price charged for our products, they are recognized in revenue. Inventories Inventories are valued at the lower of cost or market using the average cost method. Inventory is periodically reviewed for use and obsolescence, and adjusted as necessary. Inventory consists of raw material and finished goods. Equipment Equipment is stated at cost, less accumulated depreciation. Expenditures for betterments are capitalized, whereas normal repairs and maintenance are expensed as incurred. The straight-line method is used to depreciate equipment over its estimated useful life, ranging from 3-5 years. Intangible Assets Intangible assets are stated at cost, less accumulated amortization. The straight-line method is used to amortize intangible assets over their estimated useful life, for a period of up to 10 years. Impairment of Long-lived Assets The Company periodically evaluates the carrying value of long-lived assets in accordance with GAAP, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost of disposal. Loss per Share Basic loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by dividing the Company’s net loss available to common stockholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity instruments, if dilutive. In periods that the Company reports a net loss, loss per share is not presented on a diluted basis, as the result would be anti-dilutive. Income Taxes Income taxes are computed in accordance with the provisions of ASC Topic 740, which requires, among other things, a liability approach to calculating deferred income taxes. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company is required to make certain estimates and judgments about the application of tax law, the expected resolution of uncertain tax positions and other matters. In the event that uncertain tax positions are resolved for amounts different than the Company’s estimates, or the related statutes of limitations expire without the assessment of additional income taxes, the Company will be required to adjust the amounts of related assets and liabilities in the period in which such events occur. Such adjustment may have a material impact on the Company’s income tax provision and results of operations. Fair value of stock based compensation Stock based compensation is valued using the Black-Scholes option pricing model, which requires the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s stock options have characteristics significantly different than those of traded options and because changes in the subjective input assumptions can materially affect the calculated fair value, such value is subject to measurement uncertainty. Research and development costs Development expenditures are capitalized if they meet the criteria for recognition as an asset, and are amortized over their expected useful lives once they are available for use. Research costs are expensed as incurred. Fair Value of Financial Instruments The standard, “Disclosures about Fair Value of Financial Instruments”, defines financial instruments and requires fair value disclosures for those instruments. The standard, “Fair Value Measurements”, defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. The carrying amounts reported on the balance sheets for cash, funds held in trust, accounts receivable, due to related parties, accounts payable and accrued liabilities and loan payable qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. For the due to related parties, the Company believes the carrying value of the loans approximates fair value as the interest rates are market rates. The standard establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy defined by the standard are as follows: Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, listed equities and U.S. government treasury securities; Level 2 Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange-traded derivatives such as over the counter forwards, options and repurchase agreements; and Level 3 Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value from the perspective of a market participant. Level 3 instruments include those that may be more structured or otherwise tailored to customers' needs. At each balance sheet date, the Company performs an analysis of all instruments subject to the standard and includes in Level 3 all of those whose fair value is based on significant unobservable inputs. There were no assets or liabilities measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014. Foreign Currency Translation As further described in Note 4, the Canadian dollar had been the functional and reporting currency of the Company’s business and the consolidated financial statements for periods up to December 31, 2014 were expressed in Canadian dollars. On January 1, 2015, to reflect the changed circumstances of the Company, the functional currency of the Company and its subsidiaries changed to the United States dollar and the Company decided to change its reporting currency to the United States dollar as well. Accordingly, these consolidated financial statements are expressed in United States dollars. Monetary assets and liabilities denominated in currencies other than United States dollars are translated into United States dollars at the rate of exchange in effect at the end of the reporting period. Revenues and expenses are translated at the transaction exchange rate. Foreign currency gains and losses resulting from translation are reflected in net income of the period. Accounting Principles for Future Adoption In May 2014, FASB issued ASU 2014-09 with the intent of significantly enhancing comparability of revenue recognition practices across entities and industries. The new standard provides a single principles-based, five-step model to be applied to all contracts with customers and introduces new, increased disclosure requirements. The new standard is effective for annual and interim periods beginning on or after December 15, 2017 and may be applied on either a full or modified retrospective basis. The Company is currently assessing the impact of the new standard to the Company’s financial statements. In August 2014, FASB issued ASU 2014-15 providing guidance on how to account for and disclose going concern risks. The new standard is effective for annual and interim periods beginning on or after December 15, 2016. The Company is currently assessing the impact of the new standard to the Company’s financial statements. |
Papernuts Reverse Merger
Papernuts Reverse Merger | 9 Months Ended |
Sep. 30, 2015 | |
Papernuts Reverse Merger [Abstract] | |
Papernuts Reverse Merger | 3. Papernuts Reverse Merger A reverse acquisition transaction involving a non-public operating entity and a non-operating public company is in substance a share-based payment transaction, rather than a business combination. The Transaction is equivalent to the issuance of shares by the non-public operating entity, Papernuts, for the net assets and the listing status of the non-operating public company, Axiom. The fair value of the shares issued was determined based on the fair value of the common shares issued by Axiom. A summary of the transaction is as follows: Deemed issuance of 49,714,642 post-Transaction common shares to the former shareholders of Papernuts Canada $ 124,287 Cash and funds held in trust $ 74,967 Accounts payable and accrued liabilities (17,974 ) Due to related parties (61 ) Loans payable (148,035 ) Listing costs reallocated to additional paid-in capital 215,390 Value attributed to Papernuts shares issued $ 124,287 |
Change of Functional and Report
Change of Functional and Reporting Currency | 9 Months Ended |
Sep. 30, 2015 | |
Change of Functional and Reporting Currency [Abstract] | |
Change of Functional and Reporting Currency | 4. Change of Functional and Reporting Currency Effective February 26, 2015, Papernut’s functional currency changed to the United States dollar, and accordingly, Papernuts decided to change its reporting currency to the United States dollar. Prior to February 26, 2015, Papernut’s functional currency was the Canadian dollar and the Company used the Canadian dollar as its reporting currency. With the completion of the Share Exchange Agreement, the Company’s assets, liabilities, revenues and expenses are expected to be predominantly denominated in United States dollars and, accordingly, the use of the Canadian dollar to measure and report the Company’s financial performance and financial position became inappropriate. The impact of the currency translation up to February 26, 2015 is recorded in accumulated other comprehensive income. Under the current rate method for the comparative period presented, all assets and liabilities of the Company’s operations were translated from their Canadian dollar functional currency into United States dollars using the exchange rates in effect on the balance sheet date, shareholders’ equity were translated at the historical rates and revenues, expenses and cash flows were translated at the average rates during the reporting period presented. The resulting translation adjustments are reported under comprehensive income as a separate component of shareholders’ equity. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2015 | |
Inventory [Abstract] | |
Inventory | 5. Inventory September 30, December 31, Raw materials $ 9,241 $ 11,126 Finished goods 1,480 2,284 Total inventory $ 10,721 $ 13,410 |
Equipment
Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Equipment [Abstract] | |
Equipment | 6. Equipment Accumulated September 30, 2015 Cost Depreciation Net Book Value Furniture $ 3,723 $ (2,813 ) $ 910 Machinery 53,848 (28,336 ) 25,512 $ 57,571 $ (31,149 ) $ 26,422 Accumulated December 31, 2014 Cost Depreciation Net Book Value Furniture $ 3,723 $ (2,136 ) $ 1,587 Machinery 89,419 (76,722 ) 12,697 $ 93,142 $ (78,858 ) $ 14,284 The Company decreased the cost of machinery and the corresponding accumulated depreciation by $58,971 from the second quarter, to eliminate machinery that has been fully depreciated in the period. The net book value remains unaffected by the adjustment. Depreciation expense during the nine months ended September 30, 2015 was $11,263 (2014 - $1,829). During the nine months ended September 30, 2015 the Company recorded an impairment charge of $Nil (2014 - $19,283) with respect to its equipment. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Intangible Assets [Abstract] | |
Intangible Assets | 7. Intangible Assets In June 2014, Papernuts acquired the rights to the Papernuts trademark for $75,000. Terms of the agreement are as follows: ● Upon signing the agreement and paying $20,000 (paid in July 2014), the Company received the temporary right to use the Papernuts name and trademark, provided Papernuts comply with certain insurance and other requirements as stipulated by the vendor. ● Upon payment of an additional $55,000, required to be paid by September 15, 2014 (and paid on that date), Papernuts received permanent use and ownership of the Papernuts name, web domain and any trademarks, patents and rights to sell Papernuts products in the US and Canada. ● Papernuts is required to pay a royalty of 2% of sales of Papernuts products, to a maximum of $100,000. ● As part of this agreement, should Papernuts and the vendor not be able to negotiate a distribution contract in the future, Papernuts would be required to acquire certain of the vendor’s inventory and equipment valued at $40,000 (paid in March, 2015). Papernuts has recorded an impairment charge of $35,000 in December, 2014 with respect to this inventory. Papernuts recorded amortization of $5,532 relating to this asset during the nine months ended September 30, 2015 (2014- $1,844) leaving an asset balance of $64,541 as at September 30, 2015 (December 31, 2014 - $70,074). Amortization over the next five years is expected to be $7,376 per annum. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Accounts payable and accrued liabilities | 8. Accounts payable and accrued liabilities Accounts payable consisted of the following as at September 30, 2015 and December 31, 2014. September 30, December 31, Accounts payable $ 249,244 $ 1,826 Accrued liabilities 56,127 124,072 $ 305,371 $ 125,898 |
Related Party Transactions and
Related Party Transactions and Balances | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions and Balances [Abstract] | |
Related Party Transactions and Balances | 9. Related Party Transactions and Balances September 30, December 31, 8% Demand loans $ 150,644 $ 99,812 Due to related party 41,577 6,594 Payable to related parties $ 192,221 $ 106,406 On August 1, 2012, PaperNuts Canada received loans of $32,445 (CDN$32,500) from shareholders Jim Vanderzalm and Rob Moes. The loans were unsecured, and were due and payable on demand as they were contracted to meet PaperNuts Canada’s 2012 general fiscal obligations. In April, 2014 and January 25, 2015 Mr. Moes made additional advances of $6,818 (CDN$7,500) and $30,184 (CDN$37,500) respectively to PaperNuts Canada. As at September 30, 2015 there is principal and interest of $66,443 ($40,290 as at December 31, 2014) outstanding in relation to those loans. The largest outstanding balance during the period ended September 30, 2015 was $66,443, including principal of $58,074. On March 28, 2013, PaperNuts Canada received loans of $18,345 (CDN$18,629) from Jerry Moes, shareholder and director of PaperNuts Canada. The loans were unsecured, and were due and payable on demand as they were contracted to meet PaperNuts Canada’s 2013 general fiscal obligations. Mr. Moes made further advances of $30,180 (CDN$32,098) on December 31, 2013 and $11,190 (CDN$12,310) from January 1, 2014 to April 1, 2014. In January, 2015 Mr. Moes advanced an additional $15,625 (CDN$18,750). As at September 30, 2015, there is principal and interest of $69,384 ($59,522 as at December 31, 2014) outstanding in relation to those loans. The largest outstanding balance during the period ended September 30, 2015 was $69,094 including principal of $61,286. In January, 2015, PaperNuts Canada received a loan of $15,625 (CDN$18,750) from Ron Vanderzalm, a shareholder of PaperNuts Canada. As at September 30, 2015, there is a principal and interest of $14,817 (December 31, 2014 - $Nil) outstanding in relation to this loan. The largest outstanding balance during the period ended September 30, 2015 was $14,817 including principal of $14,050. During the periods ended September 30, 2015 and 2014 the shareholders above charged interest of $8,130 (CDN$10,242) and $5,348 (CDN$5,849), respectively on these demand loans. No payments of interest have been made and the unpaid interest is included in the loan balances noted above. During the year ended December 31, 2013, Joanne Secord, a former vice-president of PaperNuts Canada earned sales commissions of CDN$18,596 and earned additional sales commissions of CDN$6,044 in 2014. These commissions were satisfied through the issuance of 50,000 common shares on April 2, 2014. In June, 2014, PaperNuts Canada received an advance of CDN$25,000 from Scott MacRae, a director of PaperNuts Canada. This amount was non-interest bearing and was repaid in July, 2014. As of September 30, 2015, the Company owes Mr. Kotni, a former director of the Company $Nil (December 31, 2014 - $810) for expenditures paid on behalf of the Company. The amount included in due to related parties is unsecured, non-interest bearing, and has no specified repayment terms. As at September 30, 2015, due to related party included an additional $41,577 (December 31, 2014 - $6,594) in fees and due to officers of the Company, including Tyler Pearson, CEO, Scott MacRae, Director and Andrew Hilton, CFO. |
Loan Payable
Loan Payable | 9 Months Ended |
Sep. 30, 2015 | |
Loan Payable [Abstract] | |
Loan Payable | 10. Loan Payable (a) On August 1, 2013, Axiom Corp. entered into a line of credit agreement with a third party, enabling the Company to borrow up to $50,000, at 8% per annum, with related amounts being due on demand. During 2014, the third party agreed to increase the maximum principal amount to $85,000, however no amount was borrowed as of December 31, 2014. In the nine months ended September 30, 2015 the third party made additional advances under the line of credit. As at September 30, 2015, the amount outstanding under this line of credit was $73,068 with accrued interest of $8,610. In addition to the line of credit the third party advanced $74,967 to the Company’s trust account in connection with the Share Exchange Agreement described in Note 1. This latter amount was repaid in April, 2015. (b) On September 11, 2015 the Company received $200,000 via the issuance of a non-interest bearing demand note. The note was repaid subsequent to September 30, 2015 as described in Note 14. The Company paid $10,000 in legal and administration fees in connection with this note. |
Deferred Revenue
Deferred Revenue | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Revenue [Abstract] | |
Deferred Revenue | 11. Deferred Revenue In April 2013, Papernuts entered into an exclusive distribution agreement providing the rights to commercialize and distribute Papernuts’ converter machines in the Ottawa and Hull-Gatineau regions of Canada. Of the $44,035 (CDN$55,000) up-front licensing fee received, $6,554 has been recognized as revenue during the nine months ended September 30, 2015 (nine months ended September 30, 2014 - $7,594) and $21,294 has been recorded as deferred revenue as at September 30, 2015 (December 31, 2014 - $31,607). The balance of deferred revenue will be amortized into contract revenue over the remaining period of Papernuts obligations under the agreement of approximately 2.5 years. |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Sep. 30, 2015 | |
Stockholder's Equity [Abstract] | |
Stockholder's Equity | 12. Stockholder’s Equity a) The Company’s authorized capital consists of 200,000,000 shares of common stock with a par value of $0.00001 per share, 5,000,000 shares of Series A Preferred stock with a par value of $0.00001 per share and 5,000,000 shares of Preferred B stock with a par value of $0.00001 per share. Number of Capital stock Shares Value Common Shares: Common shares issued and outstanding as at December 31, 2014 56,433,333 $ 564 Common shares of Papernuts issued as of December 31, 2014 1,220,165 798,586 Adjustment for Transaction / Elimination of Papernuts shares and the value of the Company’s capital stock (1,220,165 ) (564 ) Shares issued to Papernuts Shareholders in connection with the Transaction 49,714,642 497 Reallocation of Papernuts share capital amounts to reflect the legal capitalization of Axiom subsequent to the transaction - (798,022 ) Conversion of common shares to Series A and Series B preferred shares (i) (40,000,000 ) (400 ) Issuance of common shares via private sale (c) 1,150,000 12 Shares issued for services (d) 100,000 1 Common Shares as at September 30, 2015 67,397,975 $ 674 Series A Preferred Shares Series A preferred shares issued and outstanding as at December 31, 2014 - $ - Conversion of common shares to Series A preferred shares (i) 2,666,668 27 Series A Preferred shares as at September 30, 2015 2,666,668 $ 27 Series B Preferred Shares Axiom’s series B preferred shares issued and outstanding as at December 31, 2014 - $ - Conversion of common shares to Series B preferred shares (i) 1,000,002 10 Series B Preferred shares as at September 30, 2015 1,000,002 $ 10 Capital stock as at September 30, 2015 $ 711 (i) In March, 2015 the Company completed agreements with three directors of Papernuts for the cancellation of 40,000,000 Common Shares of the Company in exchange for a combination of newly issued multi-voting Series A Preferred Shares and multiple-voting Series B Preferred Shares. As per the agreements, the 40,000,000 common shares were converted into 2,666,668 multiple-voting Series A Preferred Shares and 1,000,002 multiple-voting Series B Preferred Shares. Series A Preferred Shares are convertible into Common Shares at the option of the holder at a ratio of 1:10, meaning each Preferred A Share can convert into ten (10) Common Shares of the Company. In addition, holders of each Series A Preferred Share shall have the right to one (1) vote for each Common Share into which such Series A Preferred Share could be converted. Assuming the exercise of all convertible securities including warrants, the Series A Preferred Shares represent 7.7% of the total voting power of the Company’s shareholders. Series B Preferred Shares are convertible into Common Shares at the option of the holder at a ratio of 1:10, meaning each Preferred B Share can convert into ten (10) Common Shares of the Company. In addition, holders of each Series B Preferred Share shall have the right to twenty-five (25) votes for each Common Share into which such Series B Preferred Share could be converted. Assuming the exercise of all convertible securities including warrants, the Series B Preferred Shares represent 71.7% of the total voting power of the Company’s shareholders. The Series A and Series B Preferred Shares are non-redeemable and have a par value of $0.00001 per share. b) Pursuant to the Share Exchange Agreement, the Company also issued warrants to purchase an aggregate of 5,650,000 shares of the Company’s common stock at exercise prices ranging from $0.056 to $0.075 per share to replace warrants previously held by Papernuts warrant holders (the “Warrants”). The Warrants are currently exercisable and may be exercised for a period of 24 months from the date of issuance, February 26, 2015. The Warrants were initially valued at $148,125 using the Black-Scholes pricing model assuming no expected dividends, a volatility of 100%, expected life of two years and a risk-free rate of 0.43%, the value of which is included in additional paid in capital. As at September 30, 2015 there were 5,650,000 warrants outstanding. c) In March, 2015 the Company received $270,000 from a private investor in a private sale in exchange for 900,000 shares of the Company’s common stock. In May, 2015 the Company received $75,000 from a private investor in a private sale in exchange for 250,000 shares of the Company’s common stock d) In September, 2015 the Company issued 100,000 common shares to an advisory firm for services rendered. The services were valued at $4,000. |
Contingency
Contingency | 9 Months Ended |
Sep. 30, 2015 | |
Contingency [Abstract] | |
Contingency | 13. Contingency In the first quarter of 2015 the Company became aware of a potential claim from an individual stating that he was owed $118,427 (CDN$150,000) worth of Papernuts common shares. No action has been commenced as of the date of this report. Management is of the opinion that this potential claim is without merit. Accordingly, no provision has been made in these financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On October 16, 2015, the Company closed a financing transaction pursuant to Securities Purchase Agreements, dated October 5, 2015 (the “Securities Purchase Agreements”) and Convertible Promissory Notes, dated October 5, 2015 (the “Notes”), each entered into by the Company and two investors (the “Purchasers”). Pursuant to the Securities Purchase Agreements, as described below, the principal amount of the Notes is $612,250, and the purchase price of the Notes is $575,000. The terms of the Notes are as follows: The Notes, dated October 5, 2015, (the “Issue Date”), earn interest at an annual rate equal to 10% and provide for a maturity date of October 5, 2016. The funding calls for $250,000 at the time of closing of the Securities Purchase Agreements and Notes, $75,000 upon the filing of a registration statement with the Securities and Exchange Commission (the “SEC”), $50,000 upon receipt of the first round of comments from the SEC regarding the registrations statement, $100,000 upon the effectiveness of the registration statement, and at the Company’s option, $100,000 thirty (30) days after the registration statement becomes effective. As part of the Securities Purchase Agreements, the Company entered into a Registration Rights Agreement (‘RRA”) with the Purchasers. Pursuant to the RRA, the Company shall use its best efforts to file a registration statement on Form S-1 (the “Registration Statement) with the SEC, registering the shares of common stock which may be issued to the Purchasers pursuant to the Securities Purchase Agreements. The Company must use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC. Any amount of principal or interest not paid when due on the Notes will bear interest at an annual rate of 24% applied from the due date until the date of payment. The Notes carry an original issue discount of $28,750. The Company agrees to pay the Purchasers $8,500 to cover certain fees incurred in connection with the Securities Purchase Agreements and Notes. The original issue discount and the amount for fees are included in the initial principal amount of the Notes. The conversion price is equal to 60% multiplied by the lowest average trading price for the Company’s common stock during the twenty (20) day trading period ending on the latest complete trading day prior to the date of conversion. While the Purchasers’ conversion rights exist, the Company will reserve a sufficient number of shares from its authorized and unissued shares of common stock to provide for the issuance of common stock upon the full conversion of the Notes. In the event the Company redeems the Notes in full, the Company is required to pay off all principal balance, interest and any other amounts owing multiplied by 125%. In the event of default, the amount of principal and accrued interest will be due immediately, multiplied by 130%. The Securities Purchase Agreements restricts the ability of the Purchasers to convert the Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. Subsequent to September 30, 2015, the Company repaid the loan payable of $200,000 to the original lender due to arranging another loan payable of $200,000 with a different arm’s length lender. Subsequent events have been evaluated up to and including November 6, 2015. |
Significant Accounting Polici21
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation These unaudited interim condensed consolidated financial statements include the accounts of the Company and its 95.6% owned subsidiary, Papernuts. All inter-company balances and transactions have been eliminated on consolidation. The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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 period. Significant estimates include the use of the going concern assumption, the useful life of its equipment and intangible assets and the valuation of equipment and intangible assets. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. At September 30, 2015 and December 31, 2014, the Company had a cash balance of $99,898 and $8,602 respectively. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue Revenue from product sales is recognized when the customer takes title, assumes the risks and rewards of ownership and collectability is reasonably assured. Revenue is recorded at the time of shipment for terms designated f.o.b. (free on board) shipping point. For sales transactions designated f.o.b. destination, revenue is recorded when the product is delivered to the customer’s delivery site, when title and risk of loss are transferred. Revenue from the sale of licences and distribution agreements is recognized over the related term of the agreement. Proceeds received prior to the Company meeting its revenue recognition criteria is recorded as deferred revenue and shown as either a current or non-current liability depending on the expected timing of recognition. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs, such as freight to our customers’ destinations, are included in cost of revenue in the statement of operations and comprehensive loss. When shipping and handling costs are included in the sales price charged for our products, they are recognized in revenue. |
Inventories | Inventories Inventories are valued at the lower of cost or market using the average cost method. Inventory is periodically reviewed for use and obsolescence, and adjusted as necessary. Inventory consists of raw material and finished goods. |
Equipment | Equipment Equipment is stated at cost, less accumulated depreciation. Expenditures for betterments are capitalized, whereas normal repairs and maintenance are expensed as incurred. The straight-line method is used to depreciate equipment over its estimated useful life, ranging from 3-5 years. |
Intangible Assets | Intangible Assets Intangible assets are stated at cost, less accumulated amortization. The straight-line method is used to amortize intangible assets over their estimated useful life, for a period of up to 10 years. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company periodically evaluates the carrying value of long-lived assets in accordance with GAAP, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost of disposal. |
Loss per Share | Loss per Share Basic loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated by dividing the Company’s net loss available to common stockholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity instruments, if dilutive. In periods that the Company reports a net loss, loss per share is not presented on a diluted basis, as the result would be anti-dilutive. |
Income Taxes | Income Taxes Income taxes are computed in accordance with the provisions of ASC Topic 740, which requires, among other things, a liability approach to calculating deferred income taxes. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company is required to make certain estimates and judgments about the application of tax law, the expected resolution of uncertain tax positions and other matters. In the event that uncertain tax positions are resolved for amounts different than the Company’s estimates, or the related statutes of limitations expire without the assessment of additional income taxes, the Company will be required to adjust the amounts of related assets and liabilities in the period in which such events occur. Such adjustment may have a material impact on the Company’s income tax provision and results of operations. |
Fair value of stock based compensation | Fair value of stock based compensation Stock based compensation is valued using the Black-Scholes option pricing model, which requires the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s stock options have characteristics significantly different than those of traded options and because changes in the subjective input assumptions can materially affect the calculated fair value, such value is subject to measurement uncertainty. |
Research and development costs | Research and development costs Development expenditures are capitalized if they meet the criteria for recognition as an asset, and are amortized over their expected useful lives once they are available for use. Research costs are expensed as incurred. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The standard, “Disclosures about Fair Value of Financial Instruments”, defines financial instruments and requires fair value disclosures for those instruments. The standard, “Fair Value Measurements”, defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. The carrying amounts reported on the balance sheets for cash, funds held in trust, accounts receivable, due to related parties, accounts payable and accrued liabilities and loan payable qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. For the due to related parties, the Company believes the carrying value of the loans approximates fair value as the interest rates are market rates. The standard establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy defined by the standard are as follows: Level 1 Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, listed equities and U.S. government treasury securities; Level 2 Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange-traded derivatives such as over the counter forwards, options and repurchase agreements; and Level 3 Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value from the perspective of a market participant. Level 3 instruments include those that may be more structured or otherwise tailored to customers' needs. At each balance sheet date, the Company performs an analysis of all instruments subject to the standard and includes in Level 3 all of those whose fair value is based on significant unobservable inputs. There were no assets or liabilities measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014. |
Foreign Currency Translation | Foreign Currency Translation As further described in Note 4, the Canadian dollar had been the functional and reporting currency of the Company’s business and the consolidated financial statements for periods up to December 31, 2014 were expressed in Canadian dollars. On January 1, 2015, to reflect the changed circumstances of the Company, the functional currency of the Company and its subsidiaries changed to the United States dollar and the Company decided to change its reporting currency to the United States dollar as well. Accordingly, these consolidated financial statements are expressed in United States dollars. Monetary assets and liabilities denominated in currencies other than United States dollars are translated into United States dollars at the rate of exchange in effect at the end of the reporting period. Revenues and expenses are translated at the transaction exchange rate. Foreign currency gains and losses resulting from translation are reflected in net income of the period. |
ASU 2014-09 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Accounting Principles for Future Adoption | In May 2014, FASB issued ASU 2014-09 with the intent of significantly enhancing comparability of revenue recognition practices across entities and industries. The new standard provides a single principles-based, five-step model to be applied to all contracts with customers and introduces new, increased disclosure requirements. The new standard is effective for annual and interim periods beginning on or after December 15, 2017 and may be applied on either a full or modified retrospective basis. The Company is currently assessing the impact of the new standard to the Company’s financial statements. |
ASU 2014-15 Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Accounting Principles for Future Adoption | In August 2014, FASB issued ASU 2014-15 providing guidance on how to account for and disclose going concern risks. The new standard is effective for annual and interim periods beginning on or after December 15, 2016. The Company is currently assessing the impact of the new standard to the Company’s financial statements. |
Papernuts Reverse Merger (Table
Papernuts Reverse Merger (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Papernuts Reverse Merger [Abstract] | |
Summary of reverse acquisition transaction | Deemed issuance of 49,714,642 post-Transaction common shares to the former shareholders of Papernuts Canada $ 124,287 Cash and funds held in trust $ 74,967 Accounts payable and accrued liabilities (17,974 ) Due to related parties (61 ) Loans payable (148,035 ) Listing costs reallocated to additional paid-in capital 215,390 Value attributed to Papernuts shares issued $ 124,287 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory [Abstract] | |
Schedule of inventory | September 30, December 31, Raw materials $ 9,241 $ 11,126 Finished goods 1,480 2,284 Total inventory $ 10,721 $ 13,410 |
Equipment (Tables)
Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equipment [Abstract] | |
Schedule of Equipment | Accumulated September 30, 2015 Cost Depreciation Net Book Value Furniture $ 3,723 $ (2,813 ) $ 910 Machinery 53,848 (28,336 ) 25,512 $ 57,571 $ (31,149 ) $ 26,422 Accumulated December 31, 2014 Cost Depreciation Net Book Value Furniture $ 3,723 $ (2,136 ) $ 1,587 Machinery 89,419 (76,722 ) 12,697 $ 93,142 $ (78,858 ) $ 14,284 |
Accounts Payable and Accrued 25
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of accounts payable | September 30, December 31, Accounts payable $ 249,244 $ 1,826 Accrued liabilities 56,127 124,072 $ 305,371 $ 125,898 |
Related Party Transactions an26
Related Party Transactions and Balances (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions and Balances [Abstract] | |
Schedule of related party transactions and balances | September 30, December 31, 8% Demand loans $ 150,644 $ 99,812 Due to related party 41,577 6,594 Payable to related parties $ 192,221 $ 106,406 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of capital stock number of shares | Number of Capital stock Shares Value Common Shares: Common shares issued and outstanding as at December 31, 2014 56,433,333 $ 564 Common shares of Papernuts issued as of December 31, 2014 1,220,165 798,586 Adjustment for Transaction / Elimination of Papernuts shares and the value of the Company’s capital stock (1,220,165 ) (564 ) Shares issued to Papernuts Shareholders in connection with the Transaction 49,714,642 497 Reallocation of Papernuts share capital amounts to reflect the legal capitalization of Axiom subsequent to the transaction - (798,022 ) Conversion of common shares to Series A and Series B preferred shares (i) (40,000,000 ) (400 ) Issuance of common shares via private sale (c) 1,150,000 12 Shares issued for services (d) 100,000 1 Common Shares as at September 30, 2015 67,397,975 $ 674 Series A Preferred Shares Series A preferred shares issued and outstanding as at December 31, 2014 - $ - Conversion of common shares to Series A preferred shares (i) 2,666,668 27 Series A Preferred shares as at September 30, 2015 2,666,668 $ 27 Series B Preferred Shares Axiom’s series B preferred shares issued and outstanding as at December 31, 2014 - $ - Conversion of common shares to Series B preferred shares (i) 1,000,002 10 Series B Preferred shares as at September 30, 2015 1,000,002 $ 10 Capital stock as at September 30, 2015 $ 711 |
Nature of Business, Economic 28
Nature of Business, Economic Dependence and Going Concern (Details) | Feb. 26, 2015$ / sharesshares | Feb. 23, 2015USD ($)shares | Sep. 30, 2015USD ($)Customer | Dec. 31, 2014USD ($) |
Nature of Business, Economic Dependence and Going Concern (Textual) | ||||
Entity Incorporation, Date of Incorporation | Apr. 2, 2012 | |||
Retained earnings (Accumulated Deficit) | $ | $ (1,770,056) | $ (956,868) | ||
Percentage of revenue | 59.00% | 62.00% | ||
Purchase price | $ | $ (72,277) | |||
Number of customer | Customer | 1 | |||
Share Exchange Agreement [Member] | ||||
Nature of Business, Economic Dependence and Going Concern (Textual) | ||||
Warrants issued to purchase of common stock | 5,650,000 | |||
Share Exchange Agreement [Member] | Papernuts Corporation [Member] | ||||
Nature of Business, Economic Dependence and Going Concern (Textual) | ||||
Shares exchange under agreement | 1,166,450 | 1,220,165 | ||
Exchange agreement of common stock percentage | 95.60% | 100.00% | ||
Common stock shares exchange under agreement | 49,714,642 | (52,000,000) | ||
Share exchange ratio | 42.617187019 | |||
Stock Purchase Agreement [Member] | Mr. Scott MacRae [Member] | ||||
Nature of Business, Economic Dependence and Going Concern (Textual) | ||||
Purchase price | $ | $ 75,000 | |||
Number of shares purchased | 30,000,000 | |||
Minimum [Member] | Share Exchange Agreement [Member] | ||||
Nature of Business, Economic Dependence and Going Concern (Textual) | ||||
Exercise price of warrants | $ / shares | $ 0.056 | |||
Maximum [Member] | Share Exchange Agreement [Member] | ||||
Nature of Business, Economic Dependence and Going Concern (Textual) | ||||
Exercise price of warrants | $ / shares | $ 0.075 |
Significant Accounting Polici29
Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Significant Accounting Policies (Textual) | ||||
Cash | $ 99,898 | $ 8,602 | $ 272,860 | $ (190) |
Estimated useful life of intangible assets | 10 years | |||
Subsidiary or equity method investee, Percentage | 95.60% | |||
Maximum [Member] | ||||
Significant Accounting Policies (Textual) | ||||
Equipment estimated useful life | 5 years | |||
Minimum [Member] | ||||
Significant Accounting Policies (Textual) | ||||
Equipment estimated useful life | 3 years |
Papernuts Reverse Merger (Detai
Papernuts Reverse Merger (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Papernuts Reverse Merger [Abstract] | |
Cash and funds held in trust | $ 74,967 |
Accounts payable and accrued liabilities | (17,974) |
Due to related parties | (61) |
Loans payable | (148,035) |
Listing costs reallocated to additional paid-in capital | 215,390 |
Value attributed to Papernuts shares issued | $ (72,277) |
Papernuts Reverse Merger (Det31
Papernuts Reverse Merger (Details Textual) | 9 Months Ended |
Sep. 30, 2015USD ($)shares | |
Papernuts Reverse Merger [Textual] | |
Deemed issuance common shares, value | $ (72,277) |
Former Shreholder [Member] | |
Papernuts Reverse Merger [Textual] | |
Deemed issuance of common shares | shares | 49,714,642 |
Deemed issuance common shares, value | $ 124,287 |
Inventory (Details)
Inventory (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory [Abstract] | ||
Raw materials | $ 9,241 | $ 11,126 |
Finished goods | 1,480 | 2,284 |
Total inventory | $ 10,721 | $ 13,410 |
Equipment (Details)
Equipment (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 57,571 | $ 93,142 |
Accumulated Depreciation and Impairment | (31,149) | (78,858) |
Net Book Value | 26,422 | 14,284 |
Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 3,723 | 3,723 |
Accumulated Depreciation and Impairment | (2,813) | (2,136) |
Net Book Value | 910 | 1,587 |
Machinery [member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 53,848 | 89,419 |
Accumulated Depreciation and Impairment | (28,336) | (76,722) |
Net Book Value | $ 25,512 | $ 12,697 |
Equipment (Details Textual)
Equipment (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Equipment [Textual] | |||||
Accumulated depreciation | $ 58,971 | ||||
Depreciation expense | $ 11,263 | $ 1,829 | |||
Impairment charges | $ 19,283 | $ 19,283 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 15, 2014 | Jul. 31, 2014 | Jun. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | |
Intangible Assets (Textual) | |||||||
Payments to acquire intangible assets | $ 75,000 | ||||||
Impairment of intangible assets | $ 35,000 | ||||||
Inventory and equipment | $ 40,000 | ||||||
Amortization of intangible assets | $ 5,532 | $ 1,844 | |||||
Finite-lived intangible assets, five years | 7,376 | ||||||
Intangible assets | $ 64,541 | $ 70,074 | |||||
Trademarks [Member] | |||||||
Intangible Assets (Textual) | |||||||
Payments to acquire intangible assets | $ 55,000 | $ 20,000 | $ 75,000 | ||||
Royalty percentage | 2.00% | ||||||
Royalty expense | $ 100,000 |
Accounts Payable and Accrued 36
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable | $ 249,244 | $ 1,826 |
Accrued liabilities | 56,127 | 124,072 |
Accounts payable and accrued liabilities | $ 305,371 | $ 125,898 |
Related Party Transactions an37
Related Party Transactions and Balances (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Related Party Transactions and Balances [Abstract] | ||
8% Demand loans | $ 150,644 | $ 99,812 |
Due to related party | 41,577 | 6,594 |
Payable to related parties | $ 192,221 | $ 106,406 |
Related Party Transactions an38
Related Party Transactions and Balances (Details Textual) | Jan. 25, 2015USD ($) | Jan. 25, 2015CAD | Jan. 31, 2015USD ($) | Jan. 31, 2015CAD | Jun. 30, 2014USD ($) | Apr. 30, 2014USD ($)shares | Apr. 30, 2014CADshares | Dec. 31, 2013USD ($) | Dec. 31, 2013CAD | Apr. 01, 2014USD ($) | Apr. 01, 2014CAD | Sep. 30, 2015USD ($) | Sep. 30, 2015CAD | Sep. 30, 2014USD ($) | Sep. 30, 2014CAD | Dec. 31, 2014USD ($) | Dec. 31, 2014CAD | Dec. 31, 2013CAD | Jan. 31, 2015CAD | Mar. 28, 2013USD ($) | Mar. 28, 2013CAD | Aug. 01, 2012USD ($) | Aug. 01, 2012CAD |
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Due to related parties | $ (61) | ||||||||||||||||||||||
Interest charge | 8,130 | CAD 10,242 | $ 5,348 | CAD 5,849 | |||||||||||||||||||
Additional fees | 41,577 | $ 6,594 | |||||||||||||||||||||
Jim Vanderzalm and Rob Moes [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Loans receivable from Related parties | $ 32,445 | CAD 32,500 | |||||||||||||||||||||
Outstanding principal and interest in relation to loans | 66,443 | 40,290 | |||||||||||||||||||||
Principal amount | 58,074 | ||||||||||||||||||||||
Jerry Moes [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Loans receivable from Related parties | $ 18,345 | CAD 18,629 | |||||||||||||||||||||
Additions advances to related party | $ 30,184 | CAD 37,500 | $ 15,625 | CAD 18,750 | $ 6,818 | CAD 7,500 | $ 30,180 | CAD 32,098 | $ 11,190 | CAD 12,310 | |||||||||||||
Outstanding principal and interest in relation to loans | 69,094 | $ 59,522 | |||||||||||||||||||||
Principal amount | 61,286 | ||||||||||||||||||||||
Ron Vanderzalm [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Loans receivable from Related parties | $ 15,625 | CAD 18,750 | |||||||||||||||||||||
Outstanding principal and interest in relation to loans | 14,817 | ||||||||||||||||||||||
Principal amount | $ 14,050 | ||||||||||||||||||||||
Joanne [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Earned sales commissions | CAD | CAD 6,044 | CAD 18,596 | |||||||||||||||||||||
Issuance of common shares | shares | 50,000 | 50,000 | |||||||||||||||||||||
Mr. Scott MacRae [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Additions advances to related party | $ 25,000 | ||||||||||||||||||||||
Kotni [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Due to related parties | $ 810 |
Loan Payable (Details)
Loan Payable (Details) - USD ($) | Sep. 11, 2015 | Aug. 01, 2013 | Sep. 30, 2015 | Aug. 31, 2014 |
Loan Payable (Textual) | ||||
Company to borrow amount | $ 50,000 | |||
Interest rate | 8.00% | |||
Maximum principal amount | $ 85,000 | |||
Accrued interest | $ 8,610 | |||
Addition line of credit advanced | 74,967 | |||
Line of credit | $ 73,068 | |||
Non-interest bearing demand note | $ 200,000 | |||
Legal and administration fees | $ 10,000 |
Deferred Revenue (Details)
Deferred Revenue (Details) | 9 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2015CAD | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Deferred Revenue (Textual) | ||||
Licensing fee | $ 44,035,000 | CAD 55,000 | ||
Recognition of deferred revenue | 6,554 | $ 7,594 | ||
Deferred revenue | $ 21,294 | $ 31,607 | ||
Amortization of deferred revenue period | 2 years 6 months | 2 years 6 months |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | ||
Common Shares: | |||
Shares issued for services, Value | $ 4,000 | ||
Common Shares as at September 30, 2015 | 67,397,975 | 67,397,975 | |
Common stock value | $ 674 | $ 798,586 | |
Capital stock as at September 30, 2015 | $ 711 | ||
Series A Preferred Stock [Member] | |||
Common Shares: | |||
Conversion of common stock, Shares | [1] | 2,666,668 | |
Conversion of common shares, Value | [1] | $ 27 | |
Shares issued for services, Value | |||
Preferred shares issued and outstanding, Shares | |||
Preferred shares issued and outstanding, Value | |||
Preferred shares as at September 30, 2015 | 2,666,668 | ||
Preferred stock, Value | $ 27 | ||
Series B Preferred Stock [Member] | |||
Common Shares: | |||
Conversion of common stock, Shares | [1] | 1,000,002 | |
Conversion of common shares, Value | [1] | $ 10 | |
Shares issued for services, Value | |||
Preferred shares issued and outstanding, Shares | |||
Preferred shares issued and outstanding, Value | |||
Preferred shares as at September 30, 2015 | 1,000,002 | ||
Preferred stock, Value | $ 10 | ||
Common Stock [Member] | |||
Common Shares: | |||
Common shares issued and outstanding, Shares | 56,433,333 | ||
Common shares issued and outstanding, value | $ 564 | ||
Common shares of Papernuts issued, Shares | 1,220,165 | ||
Common shares of Papernuts issued, Value | $ 798,586 | ||
Adjustment for Transaction-Elimination of Papernuts shares and the value of the Company's capital stock, Shares | (1,220,165) | ||
Adjustment for Transaction - Elimination of Papernuts shares and the value of the Company's capital stock, Value | $ (564) | ||
Shares issued to Papernuts Shareholders in connection with the Transaction, Shares | 49,714,642 | ||
Shares issued to Papernuts Shareholders in connection with the Transaction, Value | $ 497 | ||
Reallocation of Papernuts share capital amounts to reflect the legal capitalization of Axiom subsequent to the transaction, Shares | |||
Reallocation of Papernuts share capital amounts to reflect the legal capitalization of Axiom subsequent to the transaction, Value | $ (798,022) | ||
Conversion of common stock, Shares | [1] | (40,000,000) | |
Conversion of common shares, Value | [1] | $ (400) | |
Issuance of common shares via private sale, Shares | [2] | 1,150,000 | |
Issuance of common shares via private sale, Value | [2] | $ 12 | |
Shares issued for services, Shares | [3] | 100,000 | |
Shares issued for services, Value | $ 1 | ||
Common Shares as at September 30, 2015 | 66,147,975 | ||
Common stock value | $ 674 | ||
[1] | In March, 2015 the Company completed agreements with three directors of Papernuts for the cancellation of 40,000,000 Common Shares of the Company in exchange for a combination of newly issued multi-voting Series A Preferred Shares and multiple-voting Series B Preferred Shares. As per the agreements, the 40,000,000 common shares were converted into 2,666,668 multiple-voting Series A Preferred Shares and 1,000,002 multiple-voting Series B Preferred Shares. Series A Preferred Shares are convertible into Common Shares at the option of the holder at a ratio of 1:10, meaning each Preferred A Share can convert into ten (10) Common Shares of the Company. In addition, holders of each Series A Preferred Share shall have the right to one (1) vote for each Common Share into which such Series A Preferred Share could be converted. Assuming the exercise of all convertible securities including warrants, the Series A Preferred Shares represent 7.7% of the total voting power of the Company's shareholder Series B Preferred Shares are convertible into Common Shares at the option of the holder at a ratio of 1:10, meaning each Preferred B Share can convert into ten (10) Common Shares of the Company. In addition, holders of each Series B Preferred Share shall have the right to twenty-five (25) votes for each Common Share into which such Series B Preferred Share could be converted. Assuming the exercise of all convertible securities including warrants, the Series B Preferred Shares represent 71.7% of the total voting power of the Company's shareholders. The Series A and Series B Preferred Shares are non-redeemable and have a par value of $0.00001 per share. | ||
[2] | In March, 2015 the Company received $270,000 for common stock issued to a private investor in a private sale. In May, 2015 the Company received $75,000 for common stock from a private investor sale. | ||
[3] | In September, 2015 the Company issued 100,000 common shares to an advisory firm for services rendered. The services were valued at $4,000. |
Stockholder's Equity (Details T
Stockholder's Equity (Details Textual) - USD ($) | May. 31, 2015 | Feb. 26, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||
Common stock, par value | $ 0.00001 | $ 0.00001 | ||||
Common shares cancellation | 40,000,000 | |||||
Date of warrant exercisable | Feb. 26, 2015 | |||||
Warrants outstanding | 5,650,000 | |||||
Warrants valued | $ 148,125 | |||||
Volatility rate | 100.00% | |||||
Expected dividend rate | ||||||
Risk free interest rate | 0.43% | |||||
Expected life term | 2 years | |||||
Received from exchanges of shrae of common stock in private sale | $ 75,000 | $ 270,000 | ||||
Number of shares of common stock exchanged in private sale | 250,000 | 900,000 | ||||
Shares issued for services, Value | $ 4,000 | |||||
Share Exchange Agreement [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants issued to purchase of common stock | 5,650,000 | |||||
Share Exchange Agreement [Member] | Minimum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Exercise price of warrants | $ 0.056 | |||||
Share Exchange Agreement [Member] | Maximum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Exercise price of warrants | $ 0.075 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Conversion of common stock, Shares | [1] | (40,000,000) | ||||
Shares issued for services, Shares | [2] | 100,000 | ||||
Shares issued for services, Value | $ 1 | |||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 5,000,000 | |||||
Preferred stock, par value | $ 0.00001 | |||||
Conversion of common stock, Shares | [1] | 2,666,668 | ||||
Conversion of stock, description | Series A Preferred Shares are convertible into Common Shares at the option of the holder at a ratio of 1:10, meaning each Preferred A Share can convert into ten (10) Common Shares of the Company. | |||||
Common stock voting rights description | In addition, holders of each Series A Preferred Share shall have the right to one (1) vote for each Common Share into which such Series A Preferred Share could be converted. Assuming the exercise of all convertible securities including warrants, the Series A Preferred Shares represent 7.7% of the total voting power of the Company's shareholders. | |||||
Shares issued for services, Value | ||||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 5,000,000 | |||||
Preferred stock, par value | $ 0.00001 | |||||
Conversion of common stock, Shares | [1] | 1,000,002 | ||||
Conversion of stock, description | Series B Preferred Shares are convertible into Common Shares at the option of the holder at a ratio of 1:10, meaning each Preferred B Share can convert into ten (10) Common Shares of the Company. | |||||
Common stock voting rights description | In addition, holders of each Series B Preferred Share shall have the right to twenty-five (25) votes for each Common Share into which such Series B Preferred Share could be converted. Assuming the exercise of all convertible securities including warrants, the Series B Preferred Shares represent 71.7% of the total voting power of the Company's shareholders. | |||||
Shares issued for services, Value | ||||||
[1] | In March, 2015 the Company completed agreements with three directors of Papernuts for the cancellation of 40,000,000 Common Shares of the Company in exchange for a combination of newly issued multi-voting Series A Preferred Shares and multiple-voting Series B Preferred Shares. As per the agreements, the 40,000,000 common shares were converted into 2,666,668 multiple-voting Series A Preferred Shares and 1,000,002 multiple-voting Series B Preferred Shares. Series A Preferred Shares are convertible into Common Shares at the option of the holder at a ratio of 1:10, meaning each Preferred A Share can convert into ten (10) Common Shares of the Company. In addition, holders of each Series A Preferred Share shall have the right to one (1) vote for each Common Share into which such Series A Preferred Share could be converted. Assuming the exercise of all convertible securities including warrants, the Series A Preferred Shares represent 7.7% of the total voting power of the Company's shareholder Series B Preferred Shares are convertible into Common Shares at the option of the holder at a ratio of 1:10, meaning each Preferred B Share can convert into ten (10) Common Shares of the Company. In addition, holders of each Series B Preferred Share shall have the right to twenty-five (25) votes for each Common Share into which such Series B Preferred Share could be converted. Assuming the exercise of all convertible securities including warrants, the Series B Preferred Shares represent 71.7% of the total voting power of the Company's shareholders. The Series A and Series B Preferred Shares are non-redeemable and have a par value of $0.00001 per share. | |||||
[2] | In September, 2015 the Company issued 100,000 common shares to an advisory firm for services rendered. The services were valued at $4,000. |
Contingency (Details)
Contingency (Details) - Sep. 30, 2015 | USD ($) | CAD |
Contingency [Abstract] | ||
Owe worth from related parties | $ 118,427 | CAD 150,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Oct. 05, 2015USD ($)Investor | Sep. 30, 2015USD ($) |
Subsequent Event (Textual) | ||
Annual interest rate | 24.00% | |
Repayments of loan payable | $ 200,000 | |
Loan payable | $ 200,000 | |
Securities Purchase Agreements [Member] | Convertible Promissory Notes [Member] | ||
Subsequent Event (Textual) | ||
Principal amount of notes | $ 612,250 | |
Purchase price of notes | $ 575,000 | |
Number of investors | Investor | 2 | |
Issuance date | Oct. 5, 2015 | |
Annual interest rate | 10.00% | |
Maturity date | Oct. 5, 2016 | |
Repayment of funding calls | $ 250,000 | |
Registration statement, description | $75,000 upon the filing of a registration statement with the Securities and Exchange Commission (the "SEC"), $50,000 upon receipt of the first round of comments from the SEC regarding the registrations statement, $100,000 upon the effectiveness of the registration statement, and at the Company's option, $100,000 thirty (30) days after the registration statement becomes effective. | |
Original debt discount | $ 28,750 | |
Payments to purchase of securities purchase agreement and notes | $ 8,500 | |
Percentage of conversion price | 60.00% | |
Number of trading days | 20 days | |
Percentage of redeemption principal balance | 125.00% | |
Percentage of event of default | 130.00% | |
Debt conversion, description | The Securities Purchase Agreements restricts the ability of the Purchasers to convert the Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. |