☒
|
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016
|
OR
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Large Accelerated Filer
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☐
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Accelerated Filer
|
☐
|
||
Non-accelerated Filer
|
☐
|
Smaller Reporting Company
|
☒
|
||
(Do not check if smaller reporting company)
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PAGE
|
||
3
|
||
Financial Statements.
|
3
|
|
3
|
||
4
|
||
5
|
||
6
|
||
Management's Discussion and Analysis of Financial Condition and Results of Operations.
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11
|
|
Quantitative and Qualitative Disclosures about Market Risk.
|
17
|
|
Controls and Procedures.
|
17
|
|
18
|
||
Legal Proceedings.
|
18
|
|
Risk Factors.
|
18
|
|
Exhibits.
|
18
|
|
21
|
||
22
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March 31,
|
December 31,
|
|||||||
ASSETS
|
2016
|
2015
|
||||||
Current Assets:
|
||||||||
Cash
|
$
|
17,893
|
$
|
4,998
|
||||
Prepaid expenses
|
106,522
|
132,259
|
||||||
Total Current Assets
|
124,415
|
137,257
|
||||||
Deposit – long term
|
-
|
20,627
|
||||||
Equipment, net
|
119,785
|
135,551
|
||||||
TOTAL ASSETS
|
$
|
244,200
|
$
|
293,435
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable and accrued liabilities
|
$
|
1,642,015
|
$
|
1,204,942
|
||||
Derivative liabilities
|
212,283
|
210,834
|
||||||
Convertible promissory notes, net of discount of $43,178 and $69,568
respectively
|
199,102
|
204,826
|
||||||
Convertible loans payable – third parties
|
146,116
|
105,395
|
||||||
Short term loans payable
|
16,765
|
15,730
|
||||||
Convertible loans payable – related parties
|
447,393
|
272,712
|
||||||
Deferred lease inducement
|
12,610
|
15,380
|
||||||
Total Current Liabilities
|
2,676,284
|
2,029,819
|
||||||
Convertible promissory notes, net of discount of $21,679 and $59,939
respectively
|
41,698
|
24,551
|
||||||
TOTAL LIABILITIES
|
2,717,982
|
2,054,370
|
||||||
Commitments and Contingencies
|
||||||||
Stockholders' Deficiency
|
||||||||
Preferred stock, $0.00001 par value, 100,000,000 shares authorized,
95,000,000 Series A preferred shares issued and outstanding
|
950
|
950
|
||||||
Common stock, $0.00001 par value, 15,000,000,000 shares authorized,
6,845,787,739 and 5,648,390,746 shares issued and outstanding,
respectively
|
68,459
|
56,485
|
||||||
Additional paid-in capital
|
30,407,485
|
30,324,674
|
||||||
Accumulated deficit
|
(32,950,676
|
)
|
(32,143,044
|
)
|
||||
Total Stockholders' Deficiency
|
(2,473,782
|
)
|
(1,760,935
|
)
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY
|
$
|
244,200
|
$
|
293,435
|
Three Months Ended
|
||||||||
March 31,
|
||||||||
2016
|
2015
|
|||||||
Expenses
|
||||||||
General and administration
|
$
|
612,061
|
$
|
1,043,412
|
||||
Selling and marketing
|
408
|
45,114
|
||||||
Foreign exchange gain
|
71,554
|
(31,384
|
)
|
|||||
Depreciation
|
15,766
|
8,654
|
||||||
Interest and financing costs
|
65,414
|
173,609
|
||||||
Change in fair value on derivative liabilities
|
42,429
|
292,010
|
||||||
Loss on extinguishment of short term loan payable
|
-
|
-
|
||||||
807,632
|
1,531,415
|
|||||||
Net Loss
|
$
|
(807,632
|
)
|
$
|
(1,531,415
|
)
|
||
Basic and diluted net loss per share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
Weighted average shares used in calculating
Basic and diluted net loss per share
|
6,322,786,890
|
387,141,604
|
Three Months Ended
|
||||||||
March 31,
|
||||||||
2016
|
2015
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net Loss
|
$
|
(807,632
|
)
|
$
|
(1,531,415
|
)
|
||
Adjustment to reconcile net loss to cash used in operating activities:
|
||||||||
Depreciation
|
15,766
|
8,654
|
||||||
Stock based compensation
|
-
|
211,571
|
||||||
Change in fair value on derivative liabilities
|
42,429
|
292,010
|
||||||
Interest and penalties on promissory notes
|
577
|
-
|
||||||
Deferred lease inducement
|
(2,771
|
)
|
(6,737
|
)
|
||||
Amortization of debt discount
|
64,651
|
169,932
|
||||||
Unrealized foreign exchange gain
|
50,319
|
(29,689
|
)
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Decrease (increase) in other receivables
|
-
|
1,000
|
||||||
(Increase) decrease in prepaid expenses
|
46,364
|
(17,165
|
)
|
|||||
Increase (decrease) in accounts payable and accrued liabilities
|
419,702
|
53,956
|
||||||
NET CASH USED IN OPERATING ACTIVITIES
|
(170,595
|
)
|
(847,883
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITY
|
||||||||
Purchase of equipment
|
-
|
(64,490
|
)
|
|||||
NET CASH USED IN INVESTING ACTIVITY
|
-
|
(64,490
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from issuance of common stock
|
-
|
356,600
|
||||||
Proceeds from convertible promissory notes
|
-
|
406,628
|
||||||
Proceeds from other convertible notes ($150,556 from related parties)
|
180,556
|
-
|
||||||
Repayment of loans payable
|
-
|
(33,171
|
)
|
|||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
180,556
|
730,057
|
||||||
Effect of exchange rate changes on cash
|
2,934
|
6,054
|
||||||
NET (DECREASE) INCREASE IN CASH
|
12,895
|
(176,262
|
)
|
|||||
CASH - BEGINNING OF PERIOD
|
4,998
|
250,339
|
||||||
CASH - END OF PERIOD
|
$
|
17,893
|
$
|
74,077
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||
Income tax paid
|
$
|
-
|
$
|
-
|
||||
Interest paid
|
$
|
-
|
$
|
-
|
||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES
|
||||||||
Conversion of promissory notes into common shares
|
$
|
94,785
|
$
|
-
|
||||
Initial debt discount on convertible promissory notes
|
$
|
-
|
$
|
406,628
|
Face amount
|
Interest rate
|
Due date
|
Conversion price per share
|
|||
Promissory note of $125,000
|
8
|
%
|
December 1, 2015
|
75% of average of the previous two lowest trading days
over the last 15 trading days
|
||
Promissory note of $100,000
|
10
|
%
|
December 21, 2015
|
65% of lowest trading day over the last 15 trading days
|
||
Promissory note of $87,500
|
8
|
%
|
January 15, 2016
|
70% of average of two lowest closing bid price over the
last 15 trading days
|
||
Promissory note of $55,000
|
8
|
%
|
February 5, 2016
|
60% of the lowest trading price over the last 15
trading days
|
||
Promissory note of $55,000
|
8
|
%
|
July 9, 2016
|
65% of the lowest trading price over the last 15
trading days
|
||
Promissory note of $40,000
|
8
|
%
|
July 13, 2016
|
60% of the lowest trading price over the last 15
trading days
|
||
Promissory note of $50,000
|
12
|
%
|
February 3, 2017
|
65% of the lowest trading price over the last 25
trading days
|
||
Promissory note of $50,000
|
8
|
%
|
June 8, 2017
|
65% of the lowest trading price of the last 20
trading days
|
March 31,
|
December 31,
|
|||||||
2016
|
2015
|
|||||||
Fair value as at Beginning of Period
|
$
|
210,834
|
$
|
336,390
|
||||
New promissory notes
|
-
|
607,510
|
||||||
Elimination associated with conversion of promissory notes
|
(40,980
|
)
|
(635,176
|
)
|
||||
Change in fair value loss (gain)
|
42,429
|
(97,890
|
)
|
|||||
Fair value as at End of Period
|
$
|
212,283
|
$
|
210,834
|
March 31,
|
December 31,
|
|||||||
2016
|
2015
|
|||||||
Balance as at Beginning of Period
|
$
|
229,377
|
$
|
16,175
|
||||
New convertible promissory notes
|
-
|
633,611
|
||||||
Original issue discount
|
-
|
(53,536
|
)
|
|||||
Interest and Penalties
|
557
|
114,914
|
||||||
Derivative liabilities
|
-
|
(607,510
|
)
|
|||||
Converted into shares
|
(53,805
|
)
|
(654,641
|
)
|
||||
Amortization of debt discount
|
64,651
|
780,364
|
||||||
Balance as at End of Period
|
$
|
240,800
|
$
|
229,377
|
||||
Convertible notes – short term
|
(199,102
|
)
|
(204,826
|
)
|
||||
Convertible notes – long term
|
$
|
41,698
|
$
|
24,551
|
March 31, 2016
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Derivative liabilities
|
$
|
-
|
$
|
-
|
$
|
212,283
|
$
|
212,283
|
December 31, 2015
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Derivative liabilities
|
$
|
-
|
$
|
-
|
$
|
210,834
|
$
|
210,834
|
March 31,
2016
|
December 31,
2015
|
|||||||
Convertible promissory note bearing interest at 15% per annum –third party
|
146,116
|
105,395
|
||||||
Convertible promissory note bearing interest at 15% per annum – Related Party
|
447,393
|
272,712
|
||||||
$
|
593,509
|
$
|
378,107
|
March 31,
2016
|
December 31,
2015
|
|||||||
Non-interest bearing short term funding from third parties
|
$
|
16,765
|
$
|
15,730
|
||||
$
|
16,765
|
$
|
15,730
|
2016
|
$
|
201,215
|
||
$
|
201,215
|
2014
|
$
|
122,432
|
||
2015
|
209,965
|
|||
$
|
332,397
|
-
|
equal to $20,000,000, payable as to an advance of $300,000 immediately after the loan agreement for the Kallo MobileCare and RuralCare program is signed by the Minister of Finance of the Republic of Guinea and the remainder within 7 to 14 business days of receipt of payment for the Project by Kallo in proportion to the payments received by Kallo.
|
-
|
equal to $4,000,000, payable within 7 to 14 business days of receipt of payment for the Project by Kallo in proportion to the payments received by Kallo. In addition, a performance incentive payment of $1,000,000 will be payable to three persons related to the third party in accordance to the same terms of payment described herein.
|
1.
|
Mobile clinics - (10)
|
2.
|
Clinical Command Centre - (1)
|
3.
|
Administration Centre - (1)
|
4.
|
Utility vehicles - (2)
|
5.
|
User training - (5 years)
|
6.
|
Professional and clinical training - (5 years)
|
7.
|
Hardware and software maintenance - (5years)
|
8.
|
Operations & management support - (5 years)
|
9.
|
Maintenance and continued educational support - (5 years)
|
10.
|
Supply chain management of medical equipment, consumables and spare parts - (5 years)
|
11.
|
Advanced and integrated software systems, including telehealth - (1 full system)
|
12.
|
Fixed Medical Hospital - (1)
|
13.
|
Ambulances - (20)
|
14.
|
Medical Helicopter - (1)
|
1.
|
Mobile Clinics (2)
|
2.
|
Utility Vehicle (1)
|
3.
|
Clinical, Pharmaceutical and Laboratory Equipment
|
4.
|
Networking & Communications Infrastructure
|
5.
|
Clinical Systems
|
6.
|
5-Year Service & Maintenance
|
7.
|
5-Year Education & Training by Kallo University
|
8.
|
Freight & Insurance
|
Polyclinic Urban-Urban
|
Polyclinic Rural- Rural
|
Total
|
CHPS
|
|
Greater Accra
|
3
|
1
|
4
|
0
|
Ashanti Region
|
2
|
1
|
3
|
0
|
Central Region
|
2
|
1
|
3
|
2
|
Northern Region
|
2
|
2
|
4
|
2
|
Upper East Region
|
1
|
2
|
3
|
2
|
Upper West Region
|
0
|
0
|
0
|
1
|
Western Region
|
2
|
3
|
5
|
0
|
Volta Region
|
1
|
1
|
2
|
2
|
Eastern Region
|
1
|
1
|
2
|
0
|
Brong-Ahafo Region
|
1
|
0
|
1
|
1
|
15
|
12
|
27
|
10
|
·
|
MobileCareTM – a mobile trailer that opens into a state of the art clinical setup in a vehicle equipped with the latest technology in healthcare. More than just a facility, MobileCareTM can instantly connect the onboard physician with specialists for on-demand consultation via satellite through its Telehealth system. This is truly a holistic approach to delivering healthcare to the remotely located. For many rural communities, the nearest hospital, doctor or nurse may be hundreds of kilometers away. In many cases, this gap can be bridged using Telehealth technology that allows patients, nurses and doctors to talk as if they were in the same room.
|
·
|
RuralCareTM – prefabricated modular healthcare units focused in rural areas where no roads infrastructure is available. They are equipped to provide primary healthcare including X-Ray, ultrasound, surgery, pharmacy and lab services. Ranging from 1,200 to 3,800 square feet, these clinics can be up and running in disaster zones or rural areas in as little as one week. Similar to the MobileCareTM product, RuralCareTM also utilizes satellite communications to access the Telehealth system.
|
·
|
Global response center – located in the Kallo headquarters in Canada, this is the escalation point for the coordination of delivery of Telehealth and eHealth support. It consists of both the Clinical Command Center and the Administrative Command Center.
|
·
|
Regional response centers, Clinical and Administrative Command centers – located in the urban area hospitals and connected with satellite communications, these centers coordinate all aspects of the healthcare delivery solution with the Mobile clinics and Rural clinics including clinical services, Telehealth services, pharmacy and medical consumable coordination as well as escalations to the Global response center.
|
·
|
Kallo University – provides education, training and development of local resources for all aspects of the healthcare delivery which includes clinical, engineering and administration.
|
·
|
Emergency Services – provides ground and air ambulance vehicles for emergency transport.
|
1.
|
Full solution with Kallo Integrated Delivery System (KIDS) – typically longer sales cycle and includes the end to end solution of Mobile Clinics, Rural Poly Clinics, Global and Regional response centers, Clinical and Administrative command centers, telehealth support, Kallo University training, pharmacy and medical consumable support and Emergency services with ground and air ambulance vehicles. This solution is focused on the end to end healthcare needs of developing countries.
|
2.
|
Component Solutions – typically mid-term sales cycle and includes any of the components of the KIDS implementation without the full support structure. This strategy is focused on augmenting healthcare support where needed, such as, disaster management, North American First Nations, medical equipment supply, installation and testing.
|
3.
|
Technology Solutions – typically short-term sales cycle and includes elements of the KIDS program that can enhance existing healthcare solutions. These would include our Hospital Management System, Consulting services, Bio Medical support, Mobile or Fixed Clinic manufacturing, etc. This strategy is focused on enhancing existing healthcare environments globally.
|
1.
|
Develop our sales and marketing organization for the Component Solutions segment and expand the existing pipeline by building relationships with Government disaster recovery agencies as well as First Nations Leaders. We are utilizing existing resources to execute this strategy and will expand as operational financing permits.
|
2.
|
Perform a market analysis of the demand for individual components of the solution and targeted audience for each of the components. We are utilizing the expertise of existing resources to execute this strategy and will expand as operational financing permits.
|
3.
|
Continue to develop a pipeline of qualified opportunities for the full delivery solution with target to close and begin execution of the solution within the next 12 months.
|
1.
|
Establish geographical coverage for Mobile Clinics based on hospitals to population ratio in specific rural areas of Guinea
|
2.
|
Establish the specialists support from teaching hospitals
|
3.
|
Finalize all in country support contracts
|
4.
|
Establish in country leadership for operational and administrative support
|
5.
|
Establish governance councils for operations, education and training
|
·
|
Currently in discussions with Minister of Health to determine scope of a direct add on to the Chrispod Limited contract for medical equipment expansion for existing healthcare facilities across Ghana. Request for proposal and decision is expected by end of May 2016.
|
*
|
Lack of segregation of duties
|
*
|
Insufficient controls over the financial close process and preparation of the financial statements identified by the auditors during the audit of the company's financial statements for the year ended December 31, 2015.
|
|
|
Incorporated by reference
|
Filed
|
||
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
|
|||||
2.1
|
Articles of Merger
|
8-K
|
1/21/11
|
2.1
|
|
|
|||||
3.1
|
Articles of Incorporation
|
SB-2
|
3/05/07
|
3.1
|
|
|
|||||
3.2
|
Bylaws
|
SB-2
|
3/05/07
|
3.2
|
|
|
|||||
3.3
|
Amended Articles of Incorporation (11/23/2015)
|
8-K
|
12/02/15
|
3.1
|
|
4.1
|
Specimen Stock Certificate
|
SB-2
|
3/05/07
|
4.1
|
|
|
|||||
10.1
|
Agreement with Rophe Medical Technologies Inc. dated
December 11, 2009
|
10-K
|
3/31/10
|
10.2
|
|
|
|||||
10.2
|
Amended Agreement with Rophe Medical Technologies Inc.
dated December 18, 2009
|
10-K
|
3/31/10
|
10.3
|
|
|
|||||
10.3
|
Amended Agreement with Rophe Medical Technologies Inc.
dated March 16, 2010
|
10-K
|
3/31/10
|
10.4
|
|
|
|||||
10.4
|
Investment Agreement with Kodiak Capital Group, LLC dated
October 20, 2014
|
S-1
|
10/30/14
|
10.6
|
|
|
|||||
10.5
|
Amended Agreement with Jarr Capital Corp.
|
8-K
|
2/22/11
|
10.1
|
|
|
|||||
10.6
|
Termination of Employment Agreement with John Cecil
|
8-K
|
2/22/11
|
10.2
|
|
|
|||||
10.7
|
Termination of Employment Agreement with Vince Leitao
|
8-K
|
2/22/11
|
10.3
|
|
|||||
10.8
|
Termination of Employment Agreement with Samuel Baker
|
8-K
|
2/22/11
|
10.4
|
|
|
|||||
10.9
|
Services Agreement with Buchanan Associates Computer
Consulting Ltd.
|
10-K
|
5/18/11
|
10.1
|
|
|
|||||
10.10
|
Equipment Lease Agreement with Buchanan Associates
Computer Consulting Ltd.
|
10-K
|
5/18/11
|
10.2
|
|
|
|||||
10.11
|
Agreement with Mansfield Communications Inc.
|
10-K
|
5/18/11
|
10.3
|
|
|
|||||
10.12
|
Agreement with Watt International Inc.
|
10-K
|
5/18/11
|
10.4
|
|
|
|||||
10.13
|
Pilot EMR Agreement with Nexus Health Management Inc.
|
10-K
|
5/18/11
|
10.5
|
|
|
|||||
10.14
|
2011 Non-Qualified Stock Option Plan
|
S-8
|
6/27/11
|
10.1
|
|
10.15
|
Multimedia Contractual Agreement with David Miller
|
8-K
|
10/28/11
|
10.1
|
|
|
|||||
10.16
|
Strategic Alliance Agreement with Petro Data Management
Services Limited and Gateway Global Fabrication Ltd.
|
8-K
|
11/02/11
|
10.1
|
|
10.17
|
Independent Contractor Agreement with Savers Drug Mart
|
8-K
|
1/26/12
|
10.1
|
|
10.18
|
2012 Non-Qualified Stock Option Plan
|
S-8
|
9/06/12
|
10.1
|
|
10.19
|
Memorandum of Offering with Ministry of Health of
Republic of Ghana
|
S-1/A-3
|
6/26/13
|
10.32
|
|
|
|||||
10.20
|
Addendum to Investment Agreement with Kodiak
|
S-1/A-4
|
7/31/13
|
10.33
|
|
|
|||||
10.21
|
Second Addendum to Investment Agreement with Kodiak
|
S-1
|
8/25/14
|
10.34
|
|
|
|||||
10.22
|
Email from Kodiak
|
S-1/A-1
|
9/24/14
|
10.35
|
|
|
|||||
10.23
|
Email from Kodiak
|
S-1/A-1
|
9/24/14
|
10.36
|
|
14.1
|
Code of Ethics
|
S-1
|
8/25/14
|
14.2
|
|
|
|||||
16.1
|
Letter from Collins Barrow Toronto LLP
|
8-K/A-1
|
2/15/12
|
16.3
|
|
|
|||||
16.2
|
Letter from Schwartz Levitsky Feldman LLP
|
8-K/A-3
|
8/13/14
|
16.1
|
|
|
|||||
21.1
|
List of Subsidiary Companies
|
10-K
|
3/31/10
|
21.1
|
|
|
|||||
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
X
|
||||
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
X
|
||||
99.1
|
Audit Committee Charter
|
10-K
|
4/15/08
|
99.1
|
|
|
|||||
99.2
|
Disclosure Committee Charter
|
10-K
|
4/15/08
|
99.2
|
|
|
|||||
99.3
|
FCPA Code
|
S-1
|
8/25/14
|
99.3
|
|
99.4
|
Letter from Ministry of Health
|
8-K
|
6/08/15
|
99.2
|
|
|
|||||
99.5
|
Letter from Minister of Health and Public Hygiene
|
8-K
|
6/24/15
|
99.2
|
|
101.INS
|
XBRL Instance Document
|
X
|
|||
|
|||||
101.SCH
|
XBRL Taxonomy Extension – Schema
|
X
|
|||
|
|||||
101.CAL
|
XBRL Taxonomy Extension – Calculations
|
X
|
|||
|
|||||
101.DEF
|
XBRL Taxonomy Extension – Definitions
|
X
|
|||
|
|||||
101.LAB
|
XBRL Taxonomy Extension – Labels
|
X
|
|||
|
|||||
101.PRE
|
XBRL Taxonomy Extension – Presentation
|
X
|
KALLO INC.
|
||
(The "Registrant")
|
||
BY:
|
JOHN CECIL
|
|
John Cecil
|
||
President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, and a Chairman of the Board of Directors
|
|
|
Incorporated by reference
|
Filed
|
||
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
|
|||||
2.1
|
Articles of Merger
|
8-K
|
1/21/11
|
2.1
|
|
|
|||||
3.1
|
Articles of Incorporation
|
SB-2
|
3/05/07
|
3.1
|
|
|
|||||
3.2
|
Bylaws
|
SB-2
|
3/05/07
|
3.2
|
|
|
|||||
3.3
|
Amended Articles of Incorporation (11/23/2015)
|
8-K
|
12/02/15
|
3.1
|
|
4.1
|
Specimen Stock Certificate
|
SB-2
|
3/05/07
|
4.1
|
|
|
|||||
10.1
|
Agreement with Rophe Medical Technologies Inc. dated
December 11, 2009
|
10-K
|
3/31/10
|
10.2
|
|
|
|||||
10.2
|
Amended Agreement with Rophe Medical Technologies Inc.
dated December 18, 2009
|
10-K
|
3/31/10
|
10.3
|
|
|
|||||
10.3
|
Amended Agreement with Rophe Medical Technologies Inc.
dated March 16, 2010
|
10-K
|
3/31/10
|
10.4
|
|
|
|||||
10.4
|
Investment Agreement with Kodiak Capital Group, LLC dated
October 20, 2014
|
S-1
|
10/30/14
|
10.6
|
|
|
|||||
10.5
|
Amended Agreement with Jarr Capital Corp.
|
8-K
|
2/22/11
|
10.1
|
|
|
|||||
10.6
|
Termination of Employment Agreement with John Cecil
|
8-K
|
2/22/11
|
10.2
|
|
|
|||||
10.7
|
Termination of Employment Agreement with Vince Leitao
|
8-K
|
2/22/11
|
10.3
|
|
|
|||||
10.8
|
Termination of Employment Agreement with Samuel Baker
|
8-K
|
2/22/11
|
10.4
|
|
|
|||||
10.9
|
Services Agreement with Buchanan Associates Computer
Consulting Ltd.
|
10-K
|
5/18/11
|
10.1
|
|
|
|||||
10.10
|
Equipment Lease Agreement with Buchanan Associates
Computer Consulting Ltd.
|
10-K
|
5/18/11
|
10.2
|
|
|
|||||
10.11
|
Agreement with Mansfield Communications Inc.
|
10-K
|
5/18/11
|
10.3
|
|
|
|||||
10.12
|
Agreement with Watt International Inc.
|
10-K
|
5/18/11
|
10.4
|
|
|
|||||
10.13
|
Pilot EMR Agreement with Nexus Health Management Inc.
|
10-K
|
5/18/11
|
10.5
|
|
|
|||||
10.14
|
2011 Non-Qualified Stock Option Plan
|
S-8
|
6/27/11
|
10.1
|
|
10.15
|
Multimedia Contractual Agreement with David Miller
|
8-K
|
10/28/11
|
10.1
|
|
|
|||||
10.16
|
Strategic Alliance Agreement with Petro Data Management
Services Limited and Gateway Global Fabrication Ltd.
|
8-K
|
11/02/11
|
10.1
|
|
10.17
|
Independent Contractor Agreement with Savers Drug Mart
|
8-K
|
1/26/12
|
10.1
|
10.18
|
2012 Non-Qualified Stock Option Plan
|
S-8
|
9/06/12
|
10.1
|
|
10.19
|
Memorandum of Offering with Ministry of Health of
Republic of Ghana
|
S-1/A-3
|
6/26/13
|
10.32
|
|
|
|||||
10.20
|
Addendum to Investment Agreement with Kodiak
|
S-1/A-4
|
7/31/13
|
10.33
|
|
|
|||||
10.21
|
Second Addendum to Investment Agreement with Kodiak
|
S-1
|
8/25/14
|
10.34
|
|
|
|||||
10.22
|
Email from Kodiak
|
S-1/A-1
|
9/24/14
|
10.35
|
|
|
|||||
10.23
|
Email from Kodiak
|
S-1/A-1
|
9/24/14
|
10.36
|
|
14.1
|
Code of Ethics
|
S-1
|
8/25/14
|
14.2
|
|
|
|||||
16.1
|
Letter from Collins Barrow Toronto LLP
|
8-K/A-1
|
2/15/12
|
16.3
|
|
|
|||||
16.2
|
Letter from Schwartz Levitsky Feldman LLP
|
8-K/A-3
|
8/13/14
|
16.1
|
|
|
|||||
21.1
|
List of Subsidiary Companies
|
10-K
|
3/31/10
|
21.1
|
|
|
|||||
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
X
|
||||
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
X
|
||||
99.1
|
Audit Committee Charter
|
10-K
|
4/15/08
|
99.1
|
|
|
|||||
99.2
|
Disclosure Committee Charter
|
10-K
|
4/15/08
|
99.2
|
|
|
|||||
99.3
|
FCPA Code
|
S-1
|
8/25/14
|
99.3
|
|
99.4
|
Letter from Ministry of Health
|
8-K
|
6/08/15
|
99.2
|
|
|
|||||
99.5
|
Letter from Minister of Health and Public Hygiene
|
8-K
|
6/24/15
|
99.2
|
|
101.INS
|
XBRL Instance Document
|
X
|
|||
|
|||||
101.SCH
|
XBRL Taxonomy Extension – Schema
|
X
|
|||
|
|||||
101.CAL
|
XBRL Taxonomy Extension – Calculations
|
X
|
|||
|
|||||
101.DEF
|
XBRL Taxonomy Extension – Definitions
|
X
|
|||
|
|||||
101.LAB
|
XBRL Taxonomy Extension – Labels
|
X
|
|||
|
|||||
101.PRE
|
XBRL Taxonomy Extension – Presentation
|
X
|
1. | I have reviewed this Form 10-Q for the period ending March 31, 2016 of Kallo Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date:
|
May 23, 2016
|
JOHN CECIL
|
John Cecil
|
||
Principal Executive Officer and Principal Financial Officer
|
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
JOHN CECIL
|
|
John Cecil
|
|
Chief Executive Officer and Chief Financial Officer
|
Document And Entity Information - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
May. 20, 2016 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Kallo Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 6,845,787,739 | |
Amendment Flag | false | |
Entity Central Index Key | 0001389034 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets (Parentheticals) - USD ($) |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Convertible promissory notes, net of discount (in Dollars) | $ 43,178 | $ 69,568 |
Convertible promissory notes, net of discount (in Dollars) | $ 21,679 | $ 59,939 |
Preferred stock, authorized | 100,000,000 | 100,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, issued | 95,000,000 | 95,000,000 |
Preferred stock, outstanding | 95,000,000 | 95,000,000 |
Common stock, authorized | 15,000,000,000 | 15,000,000,000 |
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, issued | 6,845,787,739 | 5,648,390,746 |
Common Stock, outstanding | 6,845,787,739 | 5,648,390,746 |
Consolidated Statements of Operations - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Expenses | ||
General and administration | $ 612,061 | $ 1,043,412 |
Selling and marketing | 408 | 45,114 |
Foreign exchange gain | 71,554 | (31,384) |
Depreciation | 15,766 | 8,654 |
Interest and financing costs | 65,414 | 173,609 |
Change in fair value on derivative liabilities | 42,429 | 292,010 |
807,632 | 1,531,415 | |
Net Loss | $ (807,632) | $ (1,531,415) |
Basic and diluted net loss per share (in Dollars per share) | $ 0.00 | $ 0.00 |
Weighted average shares used in calculating Basic and diluted net loss per share (in Shares) | 6,322,786,890 | 387,141,604 |
NOTE 1 - BUSINESS AND GOING CONCERN |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Organizationand Going Concern [Abstract] | |
Organizationand Going Concern |
NOTE 1 – BUSINESS AND GOING CONCERN
Organization
Kallo Inc. ("Kallo" or the "Company") develops customized health care solutions designed to improve or enhance the delivery of care in the countries and regions we serve.
Going Concern
The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The amounts of assets and liabilities in the consolidated financial statements do not purport to represent realizable or settlement values. The Company has incurred operating losses since inception and has an accumulated deficit of $32,950,676 at March 31, 2016. The Company is expected to incur additional losses as it executes its go to market strategy.
The Company has met its historical working capital requirements from the sale of common shares and short term loans. In order to not burden the Company, the officer/stockholder has agreed to provide funding to the Company to pay its annual audit fees, filing costs and legal fees as long as the board of directors deems it necessary. However, there can be no assurance that such financial support shall be ongoing or available on terms or conditions acceptable to the Company. This raises substantial doubt about the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
|
NOTE 2 - ACCOUNTING POLICIES AND OPERATIONS |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] |
NOTE 2 – ACCOUNTING POLICIES AND OPERATIONS
Basis of Presentation
The accompanying unaudited consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X related to smaller reporting companies. These unaudited consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and notes, which are included as part of the Company's Form 10-K filed with the SEC for the year ended December 31, 2015.
Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited consolidated financial statements for fiscal year ended December 31, 2015 as reported in the 10-K have been omitted. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation, have been included in the accompanying unaudited consolidated financial statements.
Recently Adopted Accounting Pronouncements
Management does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.
|
NOTE 3 - COMMON STOCK |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] |
NOTE 3 – COMMON STOCK
During the three months period ended March 31, 2016, the holders of promissory notes converted the principal and the related interest outstanding of $53,805 into 1,197,396,933 shares. The fair value of the derivative liability associated with the notes that were converted, $40,980 was reclassified to equity upon conversion. Therefore the Company recorded $94,785 in conjunction with the conversions.
|
NOTE 4 - RELATED PARTY TRANSACTIONS |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] |
NOTE 4 – RELATED PARTY TRANSACTIONS
During the three months period ended March 31, 2016, $150,566 was received from a director and an affiliate of the Company and is included in the convertible loans payable to related parties.
Included in accounts payable and accrued liabilities is an amount of $7,873 and $20,312 respectively, due to a director and officer of the Company as at March 31, 2016.
|
NOTE 5 - CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Table Text Block Supplement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt [Table Text Block] |
NOTE 5 – CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES
The convertible promissory notes are unsecured and bear interest at between 8% and 12% per annum with all principal and accrued interest due and payable between one and two years from the dates of execution of the Notes. The Notes are due and were issued as disclosed in the following table. The Holders of the Notes can, in lieu of payment of the principal and interest, elect to convert such amount into common shares of the Company at the conversion price per share disclosed. The following table represents the remaining notes outstanding as of March 31, 2016.
During the quarter ended March 31, 2016, at the commitment dates, there were no new promissory notes. On March 31, 2016, all the derivative liabilities were valued at $212,283 which resulted in a loss in fair value of $42,429 for the period ended March 31, 2016. There were no new convertible promissory notes in the period. The debt discounts are amortized over the terms of the respective Notes and were $64,651 at March 31, 2016 resulting in net finance charge of $65,414 for the period ended March 31, 2016 included in the consolidated statement of operations. The fair value of the embedded conversion feature is estimated at the end of each quarterly reporting period using the Multinomial lattice model.
The following table illustrates the fair value adjustments that were recorded related to the level 3 derivative liabilities, associated with the convertible promissory notes:
|
NOTE 6 - SHORT TERM LOANS PAYABLE AND CONVERTIBLE LOANS PAYABLE |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Text Block] |
NOTE 6 – SHORT TERM LOANS PAYABLE AND CONVERTIBLE LOANS PAYABLE
During the three month period ended March 31, 2016, $181,260 was received in cash for Convertible loans payable which included 15% interest per annum and is convertible at a fixed price at any time during the 1 year term. The company has the option to pay the note at any time. The company analyzed the conversion option for derivative accounting consideration under ASC Topic 815-40, Derivatives and Hedging – Contract in Entity's Own Stock and concluded that the embedded conversion was a derivative but the fair value of the feature was zero. The total outstanding notes from this debt offering is $593,509 of which $447,393 is to from related parties. As most of the loans are offered in Canadian dollars, they are revalued at the closing exchange rate.
|
NOTE 7 - SHORT TERM LOANS PAYABLE |
3 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||
Disclosure Text Block [Abstract] | |||||||||||||||||||||||||||||||||||||
Short-term Debt [Text Block] |
NOTE 7 – SHORT TERM LOANS PAYABLE
As at March 31, 2016, the balance of $16,765 represented short term funding provided by third parties which are non-interest bearing, unsecured and have no fixed repayment date. The amount in Canadian dollars is $21,772 which is subject to revaluation at the end of each quarter.
|
NOTE 8 - COMMITMENTS AND CONTINGENCIES |
3 Months Ended | |||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Text Block] |
NOTE 8 – COMMITMENTS AND CONTINGENCIES
Operating lease
The Company has a sublease agreement to lease office facilities under an operating lease for a term of two and a half years. The Company's future base and additional rental payment obligations under the lease commitments are as follows:
Total rent expense for the above lease was as follows:
Sales commission agreement
On November 20, 2012, Kallo signed a memorandum of understanding with the Ministry of Health of the Republic of Ghana for the supply and implementation of a National Mobile Care program with Mobile Clinics and Clinical Command Centers integrated with the existing healthcare system and improve the healthcare delivery services to the rural and remote population of Ghana at large for a total project cost for National implementation and Maintenance support for five years of US$158,500,000 (the "Ghana Project"). The Ministry of Health of the Republic of Ghana and Kallo Inc. have agreed that a contract for the implementation of the Mobile Care projects will be signed when a number of financing and other conditions have been satisfied.
In respect of the Ghana Project, the Company had agreed with two third parties to pay sales commissions equal to $8,717,625 and 4.5% (subject to a maximum of $7,162,375) of the contract price respectively for facilitating and securing the Contract with the Ministry of Health of the Republic of Ghana. As of June 19, 2015, both contracts have been cancelled.
On January 23, 2014, Kallo Inc. announced the signing of a US$200,000,925 Supply Contract with the Ministry of Health and Public Hygiene of the Republic Of Guinea (the "Guinea Project").
Under the Supply Contract, Kallo will implement customized healthcare delivery solutions for the Republic of Guinea. The components of the solutions include, MobileCare, RuralCare, Hospital Information Systems, Telehealth Systems, Pharmacy Information, disaster management, air and surface patient transportation systems and clinical training.
In respect of the Guinea Project mentioned, the Company has agreed with two third parties in Guinea to pay sales commissions for facilitating and securing the Contract with the Ministry of Health of the Republic of Guinea as follows:
On March 8, 2014, the Company has agreed with a third party to pay sales commissions equal to $25,000,000 for facilitating and securing the Contract with the Government of the Republic of Sierra Leone, payable within 7 to 14 business days of receipt of payment for the Project by Kallo in proportion to the payments received by Kallo.
Agreements with suppliers
The Company has entered into agreements with a number of service providers for licensing of software and other professional services to be rendered. The total remaining amount committed is $2,773,737
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NOTE 9 - SUBSEQUENT EVENTS |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] |
NOTE 9 – SUBSEQUENT EVENTS
Convertible promissory notes
After March 31, 2016, promissory notes for a total of $55,195 were converted into 1,014,746,500 common shares.
Convertible loans payable
After March 31, 2016, a total of $48,125 was received as advances against loans which will have the same terms as described in note 6.
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NOTE 5 - CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Table Text Block Supplement [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] |
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Schedule of Derivative Liabilities at Fair Value [Table Text Block] |
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NOTE 6 - SHORT TERM LOANS PAYABLE AND CONVERTIBLE LOANS PAYABLE (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Debt [Table Text Block] |
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NOTE 7 - SHORT TERM LOANS PAYABLE (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||
Disclosure Text Block [Abstract] | |||||||||||||||||||||||||||||||||||||
Schedule of Short-term Debt [Table Text Block] |
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NOTE 8 - COMMITMENTS AND CONTINGENCIES (Tables) |
3 Months Ended | |||||||||||||||
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Mar. 31, 2016 | ||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] |
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Schedule of Rent Expense [Table Text Block] |
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NOTE 1 - BUSINESS AND GOING CONCERN (Details) |
Mar. 31, 2016
USD ($)
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Organizationand Going Concern [Abstract] | |
Cumulative Earnings (Deficit) | $ 32,950,676 |
NOTE 3 - COMMON STOCK (Details) - USD ($) |
2 Months Ended | 3 Months Ended |
---|---|---|
May. 20, 2016 |
Mar. 31, 2016 |
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Stockholders' Equity Note [Abstract] | ||
Debt Conversion, Converted Instrument, Amount | $ 53,805 | |
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,014,746,500 | 1,197,396,933 |
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt, Subsequent Adjustments | $ 40,980 | |
Gains (Losses) on Extinguishment of Debt | $ 94,785 |
NOTE 4 - RELATED PARTY TRANSACTIONS (Details) |
27 Months Ended |
---|---|
Mar. 31, 2016
USD ($)
| |
Related Party Transactions [Abstract] | |
Preferred Stock Issued During Period, Value, Share-Based Compensation | $ 150,566 |
Accounts Payable, Related Parties | 7,873 |
Accrued Liabilities, Related Parties | $ 20,312 |
NOTE 5 - CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
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Table Text Block Supplement [Abstract] | ||
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum | 8.00% | |
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Maximum | 12.00% | |
Derivative Liability | $ 212,283 | |
Embedded Derivative, Loss on Embedded Derivative | 42,429 | |
Amortization of Debt Discount (Premium) | $ 64,651 | $ 169,932 |
NOTE 5 - CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES (Details) - Convertible Promissory Notes Outstanding |
9 Months Ended | 11 Months Ended | 12 Months Ended | 13 Months Ended | 18 Months Ended | 25 Months Ended | 30 Months Ended | ||
---|---|---|---|---|---|---|---|---|---|
Oct. 05, 2015 |
Dec. 01, 2015 |
Jan. 15, 2016 |
Dec. 21, 2015 |
Feb. 05, 2016 |
Jul. 13, 2016 |
Feb. 03, 2017 |
Jul. 09, 2017 |
Mar. 31, 2016 |
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Convertible Promissory Notes Outstanding [Abstract] | |||||||||
Interest rate | 8.00% | 8.00% | 8.00% | 10.00% | 8.00% | 8.00% | 12.00% | 8.00% | 15.00% |
Due date | Jun. 08, 2017 | Dec. 01, 2015 | Jan. 15, 2016 | Dec. 21, 2015 | Feb. 05, 2016 | Jul. 13, 2016 | Feb. 03, 2017 | Jul. 09, 2016 | |
Conversion price per share | 65% of the lowest trading price of the last 20 trading days | 75% of average of the previous two lowest trading days over the last 15 trading days | 70% of average of two lowest closing bid price over the last 15 trading days | 65% of lowest trading day over the last 15 trading days | 60% of the lowest trading price over the last 15 trading days | 60% of the lowest trading price over the last 15 trading days | 65% of the lowest trading price over the last 25 trading days | 65% of the lowest trading price over the last 15 trading days |
NOTE 5 - CONVERTIBLE PROMISSORY NOTES AND DERIVATIVE LIABILITIES (Details) - Derivative Liabilities at Fair Value - USD ($) |
2 Months Ended | 3 Months Ended | 12 Months Ended | |
---|---|---|---|---|
May. 20, 2016 |
Mar. 31, 2016 |
Mar. 31, 2015 |
Dec. 31, 2015 |
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Derivative Liabilities at Fair Value [Abstract] | ||||
Fair value as at Beginning of Period | $ 210,834 | $ 336,390 | ||
New promissory notes | $ (48,125) | $ (406,628) | 607,510 | |
Elimination associated with conversion of promissory notes | (40,980) | (635,176) | ||
Change in fair value loss (gain) | 42,429 | (97,890) | ||
Fair value as at End of Period | $ 212,283 | $ 210,834 |
NOTE 6 - SHORT TERM LOANS PAYABLE AND CONVERTIBLE LOANS PAYABLE (Details) - USD ($) |
3 Months Ended | 15 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 |
Mar. 31, 2016 |
Jul. 09, 2017 |
Feb. 03, 2017 |
Jul. 13, 2016 |
Feb. 05, 2016 |
Jan. 15, 2016 |
Dec. 21, 2015 |
Dec. 01, 2015 |
Oct. 05, 2015 |
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Debt Disclosure [Abstract] | ||||||||||
Debt Instrument, Face Amount | $ 181,260 | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 15.00% | 8.00% | 12.00% | 8.00% | 8.00% | 8.00% | 10.00% | 8.00% | 8.00% | |
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 0 | |||||||||
Proceeds from Issuance of Debt | $ 593,509 | |||||||||
Proceeds from Related Party Debt | $ 447,393 |
NOTE 6 - SHORT TERM LOANS PAYABLE AND CONVERTIBLE LOANS PAYABLE (Details) - Convertible Promissory Notes - USD ($) |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Convertible Promissory Notes [Abstract] | ||
Convertible promissory note bearing interest at 15% per annum –third party | $ 146,116 | $ 105,395 |
Convertible promissory note bearing interest at 15% per annum – Related Party | 447,393 | 272,712 |
$ 593,509 | $ 378,107 |
NOTE 7 - SHORT TERM LOANS PAYABLE (Details) - Mar. 31, 2016 |
USD ($) |
CAD |
---|---|---|
Disclosure Text Block [Abstract] | ||
Short-term Debt | $ 16,765 | CAD 21,772 |
NOTE 7 - SHORT TERM LOANS PAYABLE (Details) - Short Term, Non-interest Bearing Loans - USD ($) |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Short Term, Non-interest Bearing Loans [Abstract] | ||
Non-interest bearing short term funding from third parties | $ 16,765 | $ 15,730 |
$ 16,765 | $ 15,730 |
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Details) - USD ($) |
Dec. 31, 2015 |
Mar. 08, 2014 |
Jan. 24, 2014 |
Jan. 23, 2014 |
Nov. 20, 2012 |
---|---|---|---|---|---|
Commitments and Contingencies Disclosure [Abstract] | |||||
Contractual Obligation | $ 2,773,737 | $ 25,000,000 | $ 200,000,925 | $ 158,500,000 | |
Contractual Obligation, Sales Commission | $ 4,000,000 | 20,000,000 | $ 8,717,625 | ||
Contractual Obligation, Sales Commission - Potential Payment | 4.50% | ||||
Contractual Obligation, Sales Commission - Potential Payment Value | $ 7,162,375 | ||||
Contractual Obligation, Sales Commission, Advance | $ 300,000 | ||||
Contractual Obligation, Performance Incentive | $ 1,000,000 |
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Details) - Rental Payment Obligations - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Rental Payment Obligations [Abstract] | |||
2016 | $ 201,215 | $ 209,965 | $ 122,432 |
$ 201,215 | $ 332,397 |
NOTE 8 - COMMITMENTS AND CONTINGENCIES (Details) - Total Rent Expense - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Total Rent Expense [Abstract] | |||
$ 201,215 | $ 209,965 | $ 122,432 | |
$ 201,215 | $ 332,397 |
NOTE 9 - SUBSEQUENT EVENTS (Details) - USD ($) |
2 Months Ended | 3 Months Ended | 12 Months Ended | |
---|---|---|---|---|
May. 20, 2016 |
Mar. 31, 2016 |
Mar. 31, 2015 |
Dec. 31, 2015 |
|
Subsequent Events [Abstract] | ||||
Debt Conversion, Original Debt, Amount | $ 55,195 | |||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,014,746,500 | 1,197,396,933 | ||
Proceeds from Convertible Debt | $ 48,125 | $ 406,628 | $ (607,510) |
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