XML 30 R31.htm IDEA: XBRL DOCUMENT v3.3.0.814
CONVERTIBLE NOTES AND DERIVATIVE LIABILITIES (Details Narrative)
4 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2016
$ / shares
Aug. 31, 2016
$ / shares
Apr. 30, 2016
$ / shares
Sep. 30, 2015
USD ($)
$ / shares
shares
Sep. 30, 2015
CAD
shares
Dec. 31, 2016
shares
Sep. 30, 2015
CAD
shares
Dec. 31, 2014
CAD
Debt Instrument [Line Items]                
Accrued interest             CAD 595,621 CAD 45,606
Proceeds from Issuance of Debt         CAD 770,250      
Original Issue Discount | $       $ 25,144        
Typenex [Member]                
Debt Instrument [Line Items]                
Partial conversion of shares | shares         7,541,511      
Conversion price factor         Based on the difference between the current market value (market price of $0.25 multiplied by exercise shares of 690,625) and the exercise price ($0.0375) multiplied by number of exercise shares (690,625.) This number is then divided by the adjusted price of the common stock ($0.01946).      
Settlement shares | shares         8,000,000      
Shares issued | shares         4,000,000      
Shares issuable | shares       8,000,000     8,000,000  
Share return, put price | $ / shares $ .03 $ .02 $ .01          
Settlement amount, damages sought         CAD 500,000      
Settlement interest         12.00%      
Typenex [Member] | Maximum [Member]                
Debt Instrument [Line Items]                
Share return, monthly amount | shares           666,667    
Convertible Note Payable [Member]                
Debt Instrument [Line Items]                
Amortization of original issue discount         CAD 14,855      
Interest expenses         CAD 32,477      
Maturity date         1 year      
Accrued interest             CAD 24,773  
Original Issue Discount             25,144  
Convertible Note Payable [Member] | Aug 2014 [Member]                
Debt Instrument [Line Items]                
Debt, original principal             250,000  
Proceeds from Issuance of Debt         CAD 225,000      
Original Issue Discount             25,000  
Debt instrument, terms of conversion         The conversion price was the lesser of $0.16 or 60% of the lowest trade price in the 25 trading days prior to the conversion. Unless otherwise agreed in writing by both parties, at no time will the Investor convert any amount of the Convertible Note into common stock that would result in the Investor owning more than 4.99% of the common stock outstanding of the Company. At all times that this Convertible Note is outstanding, the Company agrees to reserve at least 10,000,000 shares of common stock for conversion.      
Payment terms         The Company may repay the Convertible Note at any time on or before 90 days from the transaction date after which the Company may not make further payments on the Convertible Note prior to the Maturity Date without written approval from the Investor. If the Company makes a payment of Consideration on or before 90 days from the transaction date, the interest rate on that payment of Consideration shall be zero percent (0%). If the Company does not repay a payment of Consideration on or before 90 days from the transaction date, a one-time interest charge of 12% shall be applied to the principal amount. Any interest payable is in addition to the OID and that OID (or prorated OID, if applicable) remains payable regardless of time and manner of payment by the Company.      
(Decrease) of interest payable         CAD (3,333)      
Convertible Note Payable [Member] | Apr 2014 [Member]                
Debt Instrument [Line Items]                
Debt, original principal             552,500  
Proceeds from Issuance of Debt         CAD 250,000      
Original Issue Discount             50,000  
Debt instrument, terms of conversion         The Notes were convertible into shares of our common stock in six tranches, consisting of (i) an initial tranche in an amount equal to $277,500 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents (as defined in the Securities Purchase Agreement), and (ii) five (5) additional tranches, each in the amount of $55,000, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of this Note and the other Transaction Documents. Except in the case of a Company default, the Notes are convertible by the investor at a price of $.40 per share.      
Payment terms         In the event the Company elects to prepay all or any portion of the Notes, the Company is required to pay to the investor an amount in cash equal to 125% of the outstanding balance of the Notes, plus accrued interest and any other amounts owing. Interest accrues at the rate of 10% per annum. If the Company failed to repay the Notes when due, or if other events of default thereunder apply, a default interest rate of 22% per annum would apply.      
Shares issued | shares         690,625      
Warrant issued, exercise price | $ / shares       $ .75        
Warrant term         2 years      
Convertible Note Payable [Member] | Feb 2015 [Member]                
Debt Instrument [Line Items]                
Debt, original principal             250,000  
Proceeds from Issuance of Debt         CAD 25,000      
Original Issue Discount             CAD 2,500  
Interest rate (as a percent)       12.00%     12.00%  
Repayment of note         27,778      
Convertible Note Payable [Member] | Feb 2015 (2) [Member]                
Debt Instrument [Line Items]                
Debt, original principal             CAD 110,000  
Proceeds from Issuance of Debt         CAD 100,000      
Original Issue Discount             CAD 10,000  
Interest rate (as a percent)       8.00%     8.00%  
Debt instrument, terms of conversion         The note may be converted, in whole or in part, into shares of the Company’s common stock. The conversion price will be 60%, equivalent to a 40% discount, of the lowest trading price of the Company’s common stock during the 25 trading days prior to conversion.      
Payment terms         The note may be prepaid according to the following schedule: Between 1 and 45 days from the date of execution, the note may be prepaid for 105% of face value plus accrued interest. Between 46 and 90 days from the date of execution, the note may be prepaid for 110% of face value plus accrued interest. Between 91 and 135 days from the date of execution, the note may be prepaid for 125% of face value plus accrued interest. Between 136 and 180 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid without written consent from the investor.      
Shares issued in exchange of debt | shares         3,625,000      
Shares issued in exchange of debt, value         CAD 293,625      
Shares issued in exchange of debt, per share price | $ / shares       $ .81        
Increase in notes payable, current         110,000      
Interest paid         2,857      
Interest expense         6,016      
Loss from conversion of debt to equity         174,752      
Convertible Note Payable [Member] | March 6 2015 [Member]                
Debt Instrument [Line Items]                
Debt, original principal             CAD 31,500  
Accrued interest             CAD 771  
Proceeds from Issuance of Debt         CAD 30,000      
Interest rate (as a percent)       8.00%     8.00%  
Debt instrument, terms of conversion         The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 58% of the lowest trading price of the Company’s common stock as reported on the OTCQB for the fifteen prior trading days including the day upon which a notice of conversion is delivered.      
Payment terms         The note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 110% of face value plus accrued interest. Between 31 and 60 days from the date of execution, the note may be prepaid for 116% of face value plus accrued interest. Between 61 and 90 days from the date of execution, the note may be prepaid for 122% of face value plus accrued interest. Between 91 and 120 days from the date of execution, the note may be prepaid for 128% of face value plus accrued interest. Between 121 and 150 days from the date of execution, the note may be prepaid for 134% of face value plus accrued interest. Between 151 and 180 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid.      
Repayment of note         CAD 34,000      
Legal fees         1,500      
Principal exchanged for shares         14,500      
Interest exchanged for shares         CAD 620      
Shares issued in exchange of debt | shares         2,886,503      
Principal outstanding at Sep 30             CAD 17,000  
Loss from conversion of debt to equity         CAD 16,221      
Shares reserved | shares       4,816,000     4,816,000  
Convertible Note Payable [Member] | March 11 2015 [Member]                
Debt Instrument [Line Items]                
Debt, original principal             CAD 52,500  
Proceeds from Issuance of Debt         CAD 50,000      
Interest rate (as a percent)       8.00%     8.00%  
Debt instrument, terms of conversion         he investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 55% of the lowest trading price of the Company’s common stock as reported on the OTCQB for the fifteen prior trading days including the day upon which a notice of conversion is delivered.      
Payment terms         The note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 105% of face value plus accrued interest. Between 31 and 60 days from the date of execution, the note may be prepaid for 115% of face value plus accrued interest. Between 61 and 90 days from the date of execution, the note may be prepaid for 120% of face value plus accrued interest. Between 91 and 120 days from the date of execution, the note may be prepaid for 130% of face value plus accrued interest. Between 121 and 150 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. Between 151 and 180 days from the date of execution, the note may be prepaid for 140% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid.      
Legal fees         CAD 2,500      
Principal exchanged for shares         15,000      
Interest exchanged for shares         CAD 640      
Shares issued in exchange of debt | shares         4,062,781      
Shares reserved | shares       8,211,000     8,211,000  
Convertible Note Payable [Member] | March 11 2015 (2) [Member]                
Debt Instrument [Line Items]                
Debt, original principal             CAD 37,500  
Accrued interest             1,651  
Repayment of note         CAD 65,000      
Principal exchanged for shares         10,501      
Interest exchanged for shares         499      
Loss from conversion of debt to equity         36,724      
Convertible Note Payable [Member] | March 13 2015 [Member]                
Debt Instrument [Line Items]                
Debt, original principal             CAD 52,500  
Proceeds from Issuance of Debt         CAD 50,000      
Interest rate (as a percent)       8.00%     8.00%  
Debt instrument, terms of conversion         The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 55% of the lowest trading price of the Company’s common stock as reported on the OTCQB for the fifteen prior trading days including the day upon which a notice of conversion is delivered.      
Payment terms         The note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 105% of face value plus accrued interest. Between 31 and 60 days from the date of execution, the note may be prepaid for 115% of face value plus accrued interest. Between 61 and 90 days from the date of execution, the note may be prepaid for 120% of face value plus accrued interest. Between 91 and 120 days from the date of execution, the note may be prepaid for 130% of face value plus accrued interest. Between 121 and 150 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. Between 151 and 180 days from the date of execution, the note may be prepaid for 140% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid.      
Legal fees         CAD 2,500      
Shares issued in exchange of debt | shares         1,500,000      
Shares issued in exchange of debt, value         CAD 75,000      
Interest paid         2,246      
Loss from conversion of debt to equity         36,254      
Shares reserved | shares       8,211,000     8,211,000  
Convertible Note Payable [Member] | March 31 2015 [Member]                
Debt Instrument [Line Items]                
Debt, original principal             CAD 105,000  
Proceeds from Issuance of Debt         CAD 100,000      
Interest rate (as a percent)       8.00%     8.00%  
Debt instrument, terms of conversion         The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 55% of the lowest trading price of the Company’s common stock as reported on the OTCQB for the fifteen prior trading days including the day upon which a notice of conversion is delivered.      
Payment terms         The note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 105% of face value plus accrued interest. Between 31 and 60 days from the date of execution, the note may be prepaid for 115% of face value plus accrued interest. Between 61 and 90 days from the date of execution, the note may be prepaid for 120% of face value plus accrued interest. Between 91 and 120 days from the date of execution, the note may be prepaid for 130% of face value plus accrued interest. Between 121 and 150 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. Between 151 and 180 days from the date of execution, the note may be prepaid for 140% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid.      
Repayment of note         CAD 151,188      
Legal fees         5,000      
Interest paid         4,202      
Loss from conversion of debt to equity         41,986      
Shares reserved | shares       20,095,000     20,095,000  
Convertible Note Payable [Member] | Apr 8 2015 [Member]                
Debt Instrument [Line Items]                
Debt, original principal             CAD 53,000  
Proceeds from Issuance of Debt         CAD 50,000      
Interest rate (as a percent)       10.00%     10.00%  
Debt instrument, terms of conversion         The investor is entitled, at its option, at any time, to convert all or any amount of the principal face amount of the note, then outstanding into shares of the Company’s common stock at a price for each share of common stock equal to 60% of the lowest trading price of the Company’s common stock as reported on the OTCQB for the twenty prior trading days including the day upon which a notice of conversion is delivered.      
Payment terms         The note may be prepaid at any time during the period beginning on the Issue Date and ending on the date which is three (3) months following the Issue Date (“Prepayment Termination Date”), Borrower shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Holder of this Note, to prepay the outstanding balance on this Note (principal and accrued interest), in full. After the Prepayment Termination Date, the Borrower shall have no right to prepay this Note. For purposes hereof, the “Prepayment Factor” shall equal one hundred and fifty percent (150%), provided that such Prepayment factor shall equal one hundred and twenty percent (120%) if the Optional Prepayment Date occurs on or before the date which is three (3) months following the Issue Date hereof.      
Repayment of note         CAD 83,638      
Legal fees         3,000      
Principal exchanged for shares         CAD 53,000      
Shares issued in exchange of debt | shares         13,172,857      
Interest paid         CAD 4,182      
Loss from conversion of debt to equity         26,456      
Shares reserved | shares       14,800,000     14,800,000  
Convertible Note Payable [Member] | May 22 2015 (1) [Member]                
Debt Instrument [Line Items]                
Debt, original principal             CAD 137,500  
Proceeds from Issuance of Debt         CAD 118,750      
Original Issue Discount             CAD 12,500  
Interest rate (as a percent)       8.00%     8.00%  
Debt instrument, terms of conversion         The note may be converted, in whole or in part, into shares of the Company’s common stock. The conversion price will be 68%, equivalent to a 32% discount, of the lowest trading price of the Company’s common stock during the 15 trading days prior to conversion. For defaults, the note is immediately due and payable and subject to a penalty interest rate of 24%.      
Payment terms         The note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 105% of face value plus accrued interest. Between 31 and 60 days from the date of execution, the note may be prepaid for 115% of face value plus accrued interest. Between 61 and 90 days from the date of execution, the note may be prepaid for 120% of face value plus accrued interest. Between 91 and 120 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. Between 121 and 180 days from the date of execution, the note may be prepaid for 140% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid.      
Repayment of note         CAD 197,954      
Legal fees         18,750      
Interest paid         5,408      
Loss from conversion of debt to equity         55,046      
Shares reserved | shares       7,352,000     7,352,000  
Convertible Note Payable [Member] | May 22 2015 (2) [Member]                
Debt Instrument [Line Items]                
Debt, original principal             CAD 82,500  
Proceeds from Issuance of Debt         CAD 75,000      
Original Issue Discount             CAD 750  
Interest rate (as a percent)       12.00%     12.00%  
Debt instrument, terms of conversion         The note may be converted, in whole or in part, into shares of the Company’s common stock. The conversion price will be the lower of 60%, equivalent to a 40% discount, of the lowest trading price of the Company’s common stock as of the date of conversion notice or $0.10 per share. For defaults, the note is immediately due and payable and subject to a penalty interest rate of 18%.      
Payment terms         The note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 125% of face value plus accrued interest. Between 31 and 180 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. After 180 days from the date of execution, the note may be prepaid for 145% of face value plus accrued interest.      
Shares issued | shares         400,000      
Repayment of note         CAD 116,684      
Interest paid         3,960      
Loss from conversion of debt to equity         30,224      
Shares reserved | shares       15,000,000     15,000,000  
Convertible Note Payable [Member] | June 8 2015 [Member]                
Debt Instrument [Line Items]                
Debt, original principal             CAD 100,000  
Accrued interest             CAD 111,162  
Proceeds from Issuance of Debt         CAD 96,500      
Interest rate (as a percent)       10.00%     10.00%  
Debt instrument, terms of conversion         The note may be converted, in whole or in part, into shares of the Company’s common stock. The conversion price will be the lower of closing price of the common stock on the principle market on the training day immediately preceding the closing date or 35%, equivalent to a 65% discount, of the lowest trading price of the Company’s common stock during the 20 trading days prior to conversion. Under terms of the convertible note agreement, if the closing sale price at any time falls below $0.05, then such 35% figure specified above shall be reduced to 20%, equivalent to an 80% discount. The stock closing price was below $0.05 per share in the three months ended September 30, 2015. For defaults, the note is immediately due and payable and subject to a penalty interest rate of 24%.      
Payment terms         The note may be prepaid according to the following schedule: Between 1 and 90 days from the date of execution, the note may be prepaid for 120% of face value plus accrued interest. Between 91 and 180 days from the date of execution, the note may be prepaid for 140% of face value plus accrued interest. After 180 days from the date of execution, the note may not be prepaid.      
Legal fees         CAD 3,500      
Shares issued in exchange of debt | shares         74,094,286      
Shares reserved | shares       16,500,000     16,500,000  
Convertible Note Payable [Member] | June 10 2015 [Member]                
Debt Instrument [Line Items]                
Debt, original principal             CAD 82,500  
Proceeds from Issuance of Debt         CAD 75,000      
Original Issue Discount             CAD 7,500  
Debt instrument, terms of conversion         The note may be converted, in whole or in part, into shares of the Company’s common stock. The conversion price will be the lower of 60%, equivalent to a 40% discount, of the lowest trading price of the Company’s common stock as of the date of conversion notice or $0.06 per share. For defaults, the note is immediately due and payable and subject to a penalty interest rate of 18%.      
Payment terms         The note may be prepaid according to the following schedule: Between 1 and 30 days from the date of execution, the note may be prepaid for 125% of face value plus accrued interest. Between 31 and 180 days from the date of execution, the note may be prepaid for 135% of face value plus accrued interest. After 180 days from the date of execution, the note may be prepaid for 145% of face value plus accrued interest.      
Shares issued | shares         600,000      
Shares reserved | shares       15,000,000     15,000,000