Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Oct. 31, 2014 | Feb. 09, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | CardioGenics Holdings Inc. | |
Entity Central Index Key | 1089029 | |
Document Type | 10-K | |
Document Period End Date | 31-Oct-14 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -21 | |
Entity Well Known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity's Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $950,854 | |
Entity Common Stock Shares Outstanding | 58,517,870 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2014 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Oct. 31, 2014 | Oct. 31, 2013 |
Current Assets | ||
Cash and Cash Equivalents | $70,676 | $263,103 |
Accounts Receivable | 228 | 246 |
Refundable Taxes Receivable | 2,625 | 3,302 |
Government Grants and Investment Tax Credits Receivable | 60,104 | |
Current Assets, Total | 73,529 | 326,755 |
Long-Term Assets | ||
Deposits and Prepaid Expenses | 45,576 | 49,267 |
Property and Equipment, net | 42,693 | 53,496 |
Patents, net | 108,132 | 118,432 |
Long Term Assets, Total | 196,401 | 221,195 |
Total Assets | 269,930 | 547,950 |
Current Liabilities | ||
Accounts Payable and Accrued Expenses | 1,020,809 | 1,050,115 |
Funds Held in Trust for Redemption of Class B Common Shares | 4 | 4 |
Due to Shareholders | 131,052 | |
Notes Payable, net of debt discount | 71,863 | 11,983 |
Derivative Liability on Notes Payable | 201,260 | 99,702 |
Total current liabilities | 1,424,988 | 1,161,804 |
Long-Term Liabilities | ||
Debentures Payable | 303,190 | |
Long-Term Liabilities | 303,190 | |
Total Liabilities | 1,424,988 | 1,464,994 |
Commitments and Contingencies | ||
Deficiency | ||
Preferred stock; par value $.0001 per share, 50,000,000 shares authorized, none issued | ||
Common stock; par value $.00001 per share; 150,000,000 shares authorized, 47,383,379 and 34,726,668 common shares and 24,176,927 and 24,176,927 exchangeable shares issued and outstanding as at October 31, 2014 and 2013 respectively | 692 | 565 |
Additional paid-in capital | 46,505,954 | 44,514,000 |
Deficit accumulated during development stage | -47,637,746 | -44,957,870 |
Accumulated other comprehensive loss | -23,958 | -117,515 |
Total deficiency attributable to CardioGenics Holdings Inc. | -1,155,058 | -560,820 |
Non-controlling interest | -356,224 | |
Total deficiency | -1,155,058 | -917,044 |
Total liabilities and deficiency | $269,930 | $547,950 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Oct. 31, 2014 | Oct. 31, 2013 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 47,383,379 | 34,726,668 |
Common stock, shares outstanding | 47,383,379 | 34,726,668 |
Exchangeable Shares [Member] | ||
Common stock, shares issued | 24,176,927 | 24,176,927 |
Common stock, shares outstanding | 24,176,927 | 24,176,927 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating Expenses | ||
Depreciation and Amortization of Property and Equipment | 10,803 | 14,484 |
Amortization of Patent Application Costs | 10,300 | 7,285 |
General and Administrative | 451,468 | 1,886,669 |
Research and Product Development, Net of Investment Tax Credits | 500,935 | 419,364 |
Cost of Settlement of Lawsuit | 199,000 | |
Total operating expenses | 973,506 | 2,526,802 |
Operating Loss | -973,506 | -2,526,802 |
Other Expenses | ||
Interest Expense and Bank Charges (Net) | 1,841,373 | 300,119 |
Loss (Gain) on Change in Value of Derivative Liability | -142,054 | 116,663 |
Loss (Gain) on Foreign Exchange Transactions | 7,051 | -6,647 |
Total other expenses | 1,706,370 | 410,135 |
Net Loss | -2,679,876 | -2,936,937 |
Net Loss Attributed to Non-Controlling Interest | 18,290 | |
Net Loss Attributed to CardioGenics Holdings Inc. | ($2,679,876) | ($2,918,647) |
Basic and Fully Diluted Net Loss per Common Share | ($0.04) | ($0.05) |
Weighted-average number of Common Shares | 61,701,832 | 57,171,924 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | ||
Net Loss | ($2,679,876) | ($2,936,937) |
Net Loss attributable to non-controlling interest | 18,290 | |
Net Loss attributable to Cardiogenics Holdings Inc. | -2,679,876 | -2,918,647 |
Other comprehensive income (loss), currency translation adjustments | 93,557 | 49,122 |
Comprehensive loss | ($2,586,319) | ($2,869,525) |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholders' Deficiency (USD $) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Balance | ($917,044) | ($506,753) |
Issuance of common shares on conversion of notes payable May 2013 | 27,219 | |
Issuance of common shares for services rendered June 2013 | 114,025 | |
Issuance of common shares on conversion of notes payable July 2013 | 34,037 | |
Issuance of common shares for services rendered August 2013 | 143,000 | |
Issuance of warrants for services rendered August 2013 | 1,040,000 | |
Issuance of common shares on conversion of notes payable September 2013 | 13,681 | |
Issuance of warrants for services rendered September 2013 | 90,000 | |
Issuance of common shares for cash October 2013 at $0.25 | 100,000 | |
Issuance of common shares on conversion of notes payable October 2013 | 16,945 | |
Value of warrants and beneficial conversion feature associated with debentures issued in the year | 746,656 | |
Issuance of common shares on conversion of notes payable January 2014 | 12,067 | |
Issuance of common shares on settlement of suit January 2014 | 189,000 | |
Issuance of common shares for cash January 2014 | 50,000 | |
Issuance of common shares on conversion of shares of subsidiary | ||
Issuance of common shares on conversion of notes payable February 2014 | 18,559 | |
Issuance of common shares on conversion of notes payable March 2014 | 14,895 | |
Issuance of common shares on conversion of notes payable April 2014 | 12,480 | |
Issuance of common shares for services rendered March 2014 | 17,917 | |
Issuance of common shares for services rendered April 2014 | 7,083 | |
Issuance of common shares on conversion of notes payable May 2014 | 15,500 | |
Issuance of common shares for services rendered July 2015 | 8,234 | |
Issuance of common shares on conversion of notes payable August 2014 | 15,000 | |
Issuance of common shares on conversion of debentures payable September 2014 | 1,035,333 | |
Beneficial conversion charge from re-pricing of shares and warrants associated with converted debentures | 745,121 | |
Issuance of common shares for services rendered September 2014 | 67,500 | |
Issuance of common shares on conversion of notes payable October 2014 | 13,490 | |
Settlement of derivative value of notes payable on conversion to common shares | 126,126 | 151,961 |
Net loss attributable to noncontrolling interest | -18,290 | |
Comprehensive Income (Loss) | ||
Net Loss | -2,679,876 | -2,918,647 |
Other Comprehensive Income | ||
Currency Translation Adjustment | 93,557 | 49,122 |
Total Comprehensive Income (Loss) | -2,586,319 | -2,869,525 |
Balance | -1,155,058 | -917,044 |
Common Stock [Member] | ||
Balance | 565 | 543 |
Balance, shares | 58,903,595 | 56,676,166 |
Issuance of common shares on conversion of notes payable May 2013 | 3 | |
Issuance of common shares on conversion of notes payable May 2013, shares | 300,000 | |
Issuance of common shares for services rendered June 2013 | 4 | |
Issuance of common shares for services rendered June 2013, shares | 357,582 | |
Issuance of common shares on conversion of notes payable July 2013 | 3 | |
Issuance of common shares on conversion of notes payable July 2013, shares | 290,649 | |
Issuance of common shares for services rendered August 2013 | 5 | |
Issuance of common shares for services rendered August 2013, shares | 550,000 | |
Issuance of common shares on conversion of notes payable September 2013 | 1 | |
Issuance of common shares on conversion of notes payable September 2013, shares | 120,000 | |
Issuance of common shares for cash October 2013 at $0.25 | 4 | |
Issuance of common shares for cash October 2013 at $0.25, shares | 400,000 | |
Issuance of common shares on conversion of notes payable October 2013 | 2 | |
Issuance of common shares on conversion of notes payable October 2013, shares | 209,198 | |
Issuance of common shares on conversion of notes payable January 2014 | 1 | |
Issuance of common shares on conversion of notes payable January 2014, shares | 100,000 | |
Issuance of common shares on settlement of suit January 2014 | 7 | |
Issuance of common shares on settlement of suit January 2014, shares | 700,000 | |
Issuance of common shares for cash January 2014 | 2 | |
Issuance of common shares for cash January 2014, shares | 200,000 | |
Issuance of common shares on conversion of shares of subsidiary | 3 | |
Issuance of common shares on conversion of shares of subsidiary, shares | 296,538 | |
Issuance of common shares on conversion of notes payable February 2014 | 2 | |
Issuance of common shares on conversion of notes payable February 2014, shares | 154,658 | |
Issuance of common shares on conversion of notes payable March 2014 | 1 | |
Issuance of common shares on conversion of notes payable March 2014, shares | 150,000 | |
Issuance of common shares on conversion of notes payable April 2014 | 2 | |
Issuance of common shares on conversion of notes payable April 2014, shares | 160,000 | |
Issuance of common shares for services rendered March 2014 | 1 | |
Issuance of common shares for services rendered March 2014, shares | 83,333 | |
Issuance of common shares for services rendered April 2014 | 0 | |
Issuance of common shares for services rendered April 2014, shares | 32,946 | |
Issuance of common shares on conversion of notes payable May 2014 | 3 | |
Issuance of common shares on conversion of notes payable May 2014, shares | 258,333 | |
Issuance of common shares for services rendered July 2015 | 1 | |
Issuance of common shares for services rendered July 2015, shares | 63,336 | |
Issuance of common shares on conversion of notes payable August 2014 | 2 | |
Issuance of common shares on conversion of notes payable August 2014, shares | 250,000 | |
Issuance of common shares on conversion of debentures payable September 2014 | 94 | |
Issuance of common shares on conversion of debentures payable September 2014, shares | 9,427,567 | |
Issuance of common shares for services rendered September 2014 | 5 | |
Issuance of common shares for services rendered September 2014, shares | 500,000 | |
Issuance of common shares on conversion of notes payable October 2014 | 3 | |
Issuance of common shares on conversion of notes payable October 2014, shares | 280,000 | |
Other Comprehensive Income | ||
Balance | 692 | 565 |
Balance, shares | 71,560,306 | 58,903,595 |
Additional Paid-In Capital [Member] | ||
Balance | 44,514,000 | 42,036,498 |
Issuance of common shares on conversion of notes payable May 2013 | 27,216 | |
Issuance of common shares for services rendered June 2013 | 114,021 | |
Issuance of common shares on conversion of notes payable July 2013 | 34,034 | |
Issuance of common shares for services rendered August 2013 | 142,995 | |
Issuance of warrants for services rendered August 2013 | 1,040,000 | |
Issuance of common shares on conversion of notes payable September 2013 | 13,680 | |
Issuance of warrants for services rendered September 2013 | 90,000 | |
Issuance of common shares for cash October 2013 at $0.25 | 99,996 | |
Issuance of common shares on conversion of notes payable October 2013 | 16,943 | |
Value of warrants and beneficial conversion feature associated with debentures issued in the year | 746,656 | |
Issuance of common shares on conversion of notes payable January 2014 | 12,066 | |
Issuance of common shares on settlement of suit January 2014 | 188,993 | |
Issuance of common shares for cash January 2014 | 49,998 | |
Issuance of common shares on conversion of shares of subsidiary | -356,227 | |
Issuance of common shares on conversion of notes payable February 2014 | 18,557 | |
Issuance of common shares on conversion of notes payable March 2014 | 14,894 | |
Issuance of common shares on conversion of notes payable April 2014 | 12,478 | |
Issuance of common shares for services rendered March 2014 | 17,916 | |
Issuance of common shares for services rendered April 2014 | 7,083 | |
Issuance of common shares on conversion of notes payable May 2014 | 15,497 | |
Issuance of common shares for services rendered July 2015 | 8,233 | |
Issuance of common shares on conversion of notes payable August 2014 | 14,998 | |
Issuance of common shares on conversion of debentures payable September 2014 | 1,035,239 | |
Beneficial conversion charge from re-pricing of shares and warrants associated with converted debentures | 745,121 | |
Issuance of common shares for services rendered September 2014 | 67,495 | |
Issuance of common shares on conversion of notes payable October 2014 | 13,487 | |
Settlement of derivative value of notes payable on conversion to common shares | 126,126 | 151,961 |
Other Comprehensive Income | ||
Balance | 46,505,954 | 44,514,000 |
Deficit Accumulated During The Development Stage [Member] | ||
Balance | -44,957,870 | -42,039,223 |
Comprehensive Income (Loss) | ||
Net Loss | -2,679,876 | -2,918,647 |
Other Comprehensive Income | ||
Total Comprehensive Income (Loss) | -2,679,876 | -2,918,647 |
Balance | -47,637,746 | -44,957,870 |
Accumulated Other Comprehensive Income (Loss) [Member] | ||
Balance | -117,515 | -166,637 |
Other Comprehensive Income | ||
Currency Translation Adjustment | 93,557 | 49,122 |
Total Comprehensive Income (Loss) | 93,557 | 49,122 |
Balance | -23,958 | -117,515 |
Noncontrolling Interest [Member] | ||
Balance | -356,224 | -337,934 |
Issuance of common shares on conversion of shares of subsidiary | 356,224 | |
Net loss attributable to noncontrolling interest | -18,290 | |
Other Comprehensive Income | ||
Balance | ($356,224) |
Consolidated_Statements_of_Sha1
Consolidated Statements of Shareholders' Deficiency (Parenthetical) (USD $) | 12 Months Ended |
Oct. 31, 2013 | |
Statement of Stockholders' Equity [Abstract] | |
Equity price per share | $0.25 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Cash flows from operating activities: | ||
Consolidated net loss | ($2,679,876) | ($2,936,937) |
Adjustments to reconcile consolidated net loss to net cash used in operating activities: | ||
Depreciation and amortization | 10,803 | 14,484 |
Amortization of Patent Application Costs | 10,300 | 7,285 |
Loss (Gain) on Change in Value of Derivative Liability | -142,054 | 116,663 |
Interest and Discount on Notes Payable | 494,242 | 103,862 |
Amortization of Discount on Debentures Payable | 615,252 | 112,609 |
Common Stock and Warrants Issued for Services Rendered | 100,734 | 1,387,025 |
Beneficial conversion charge included in interest expense | 745,121 | |
Changes in working capital items: | ||
Account Receivable | 18 | 191 |
Deposits and Prepaid Expenses | 3,691 | |
Refundable Taxes Receivable | 677 | 40,759 |
Government Grants and Investment Tax Credits Receivable | 60,104 | 16,931 |
Accounts Payable and Accrued Expenses | 183,877 | 418,575 |
Net cash used in operating activities | -597,111 | -718,553 |
Cash flows from investing activities: | ||
Purchase of Property and Equipment | -153 | |
Patent Application Costs | -15,686 | |
Net cash used in investing activities | -15,839 | |
Cash flows from financing activities: | ||
Proceeds from Notes Payable | 215,000 | 135,000 |
(Repayment) of Capital Lease Obligations | -2,627 | |
Due to Shareholders | 131,052 | |
Issue of Debentures | 700,000 | |
Issue of Common Shares for Cash | 50,000 | 100,000 |
Net cash provided by financing activities | 396,052 | 932,373 |
Effects of exchange rate changes on cash and cash equivalents | 8,632 | 38,113 |
Net increase (decrease) in cash and cash equivalents | -192,427 | 236,094 |
Cash and cash equivalents, beginning of year | 263,103 | 27,009 |
Cash and cash equivalents, end of year | $70,676 | $263,103 |
Nature_of_Business
Nature of Business | 12 Months Ended | |
Oct. 31, 2014 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of Business | 1 | Nature of Business |
The accompanying audited consolidated financial statements have been prepared in accordance with the requirements of Form 10-K and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”) and include the results of CardioGenics, Inc. and its subsidiaries and JAG Media Holdings, Inc and its subsidiaries (“JAG Media”) (from July 31, 2009, date of acquisition) which are collectively referred to as the “Company.” | ||
CardioGenics Inc. (“CardioGenics”) was incorporated on November 20, 1997 in the Province of Ontario, Canada, and carries on the business of development and commercialization of diagnostic test products for the In Vitro Diagnostics testing market. CardioGenics has several test products that are in various stages of development. In the last quarter of 2011 CardioGenics commenced selling one of these products, but has generated no significant revenue therefrom. | ||
On October 27, 2009 the name of the Company was changed from Jag Media Holdings, Inc. to CardioGenics Holdings, Inc. | ||
On January 17, 2013 the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation to increase the authorized common shares to 150,000,000 and de-authorize the Company’s Class B common stock. |
Basis_of_Presentation
Basis of Presentation | 12 Months Ended | |
Oct. 31, 2014 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Presentation | 2 | Basis of Presentation |
The accompanying consolidated financial statements have been prepared using the accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. | ||
The Company has incurred operating losses and has experienced negative cash flows from operations since inception. The Company has a deficit accumulated at October 31, 2014 of approximately $47.6 million. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company has funded its activities to date almost exclusively from debt and equity financings. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. | ||
The Company will continue to require substantial funds to continue research and development, including preclinical studies and clinical trials of its products, and to commence sales and marketing efforts, if the FDA and other regulatory approvals are obtained. In order to meet its operating cash flow requirements Management’s plans include financing activities such as private placements of its common stock and issuances of convertible debt instruments. Management is also actively pursuing industry collaboration activities including product licensing and specific project financing. | ||
While the Company believes it will be successful in obtaining the necessary financing to fund its operations, there are no assurances that such additional funding will be achieved and that it will succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might be necessary should the Company be unable to continue in existence. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||
Oct. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Summary of Significant Accounting Policies | 3 | Summary of Significant Accounting Policies | |
(a) | Principles of Consolidation | ||
The consolidated financial statements include the accounts of the Company and its 100% owned subsidiaries. All significant intercompany transactions and balances have been eliminated. | |||
(b) | Cash and Cash Equivalents | ||
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. | |||
(c) | Government Grants and Investment Tax Credits Receivable | ||
The Company’s accounts include claims for investment tax credits relating to scientific research activities of the Company prior to the acquisition described in Note 1. The qualification and recording of this activity for investment tax credit purposes is established by Canadian Income Tax authorities when the income tax returns for the period are assessed. The credit has been recognized in the statement of operations in the year in which the expenses were incurred. | |||
Subsequent to the acquisition described in Note 1, the Company no longer qualifies to receive substantial refunds of Investment Tax Credits (“ITCs”) resulting from scientific research. Currently the majority of ITCs resulting from scientific research are carried forward to a time when the Company becomes tax paying at which time said ITCs are applicable against taxes payable. | |||
(d) | Property and Equipment | ||
Property under capital leases and the related obligation for future lease payments are initially recorded at an amount equal to the lesser of fair value of the property or equipment and the present value of those lease payments. Property and equipment is depreciated using methods and rates as follows: | |||
Furniture and Fixtures | 20% declining balance | ||
Lab Equipment | 20% declining balance | ||
Computer Equipment – Hardware | 30% declining balance | ||
Computer Equipment – Software | 50% declining balance | ||
Leasehold Improvements | Straight-line over the lesser of the life of the asset or the life of the lease | ||
(e) | Patents | ||
Capitalized patent costs represent legal and application costs incurred to establish patents. Capitalized patent costs are amortized on a straight-line method over the related patent term. As patents are abandoned, the net book value of the patent is written off. | |||
(f) | Impairment or Disposal of Long-Lived Assets | ||
The Company assesses the impairment of long-lived assets under the guidance of standards for the impairment or disposal of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable and exceeds its fair value. The carrying amount of the long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposal of the asset. | |||
(g) | Research and Development Costs | ||
Expenditures for research and development are expensed as incurred and include, among other costs, those related to the production of prototype products, including payroll costs. Amounts expected to be received from governments under Scientific Research Tax Credit arrangements are offset against current expenses. The Company recognizes revenue from restricted grants in the period in which the Company has incurred the expenditures in compliance with the specific restrictions. | |||
(h) | Income Taxes | ||
The Company utilizes the liability method of accounting for income taxes as set forth in the authoritative guidance. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. As there is no certainty that the Company will generate taxable income in the foreseeable future to utilize tax losses accumulated to date, no provision for ultimate tax reduction has been made in these financial statements. | |||
On November 1, 2007, the Company adopted the guidance issued for accounting for uncertainty in income taxes which provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of the guidance and in subsequent periods. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within operations as income tax expense. Upon adoption, there were no adjustments required. | |||
(i) | Stock-Based Compensation | ||
The Company follows the authoritative guidance for stock-based compensation which requires that new, modified and unvested share-based payment transactions with employees, such as grants of stock options and restricted stock, be recognized in the financial statements based on their fair value at the grant date and recognized as compensation expense over their vesting periods. The Company has also considered the related guidance of the SEC. The Company estimates the fair value of stock options and shares issued as compensation to employees and directors as of the date of grant using the Black-Scholes pricing model and restricted stock based on the per share value. The Company also follows the guidance for equity instruments that are issued to other than employees for acquiring, or in conjunction with selling, goods or services for equity instruments issued to consultants which provides guidance on transactions in which (1) the fair value of the equity instruments is more reliably measurable than the fair value of the goods or services received and (2) the counterparty receives shares of stock, stock options, or other equity instruments in settlement of the entire transaction or, if the transaction is part cash and part equity instruments, in settlement of the portion of the transaction for which the equity instruments constitute the consideration. Options issued with a nominal exercise price in exchange for services rendered were measured at the fair value of the underlying services rendered on the date of grant. The expense was recorded to the statement of operations with a corresponding increase in share capital with no additional increase in the number of shares as they were legally not yet exercised. | |||
(j) | Net Loss Per Common Share | ||
Basic loss per share is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. The computation of diluted loss per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on loss per share. | |||
(k) | Comprehensive Income (Loss) | ||
Other comprehensive income (loss), which includes only foreign currency translation adjustments, is shown in the Statements of Deficiency. | |||
(l) | Concentration of Credit Risk | ||
The Company maintains cash balances, at times, with financial institutions in excess of amounts insured by the Canada Deposit Insurance Corporation and the Federal Deposit Insurance Corporation. Management monitors the soundness of these institutions and has not experienced any collection losses with these financial institutions. | |||
(m) | Use of Estimates | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. By their nature, these estimates are subject to uncertainty and the effect on the consolidated financial statements of changes in such estimates in future periods could be material. | |||
(n) | Foreign Currency Translation | ||
The Company maintains its accounting records for its Canadian operations in Canadian dollars. Transactions in United States dollars (“USD”) are translated into Canadian dollars at rates in effect at the date of the transaction and gains or losses on such transactions are recorded at the time of settlement in the statement of operations. | |||
The Company’s reporting currency is the USD. Foreign denominated assets and liabilities of the Company are translated into USD at the prevailing exchange rates in effect at the end of the reporting period, the historical rate for stockholders’ deficiency and a weighted average of exchange rate in effect during the period for expenses, gains and losses. Adjustments that arise from translation into the reporting currency are recorded in the accumulated other comprehensive income (loss) component of stockholders’ deficiency. | |||
(o) | Financial Instruments | ||
The carrying values of cash and cash equivalents, other current assets, accounts payable and accrued expenses approximate their fair values due to their short-term nature. Long-term debt and convertible debentures approximate their fair value based upon recent issuances of the underlying debt. | |||
(p) | Revenue Recognition | ||
Revenue included in these consolidated financial statements is derived from sales of paramagnetic beads and is recognized on shipment to customers. | |||
(q) | Derivative Instruments | ||
The Company’s derivative liabilities are related to embedded conversion features of the Notes Payable. For derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in fair value recognized in earnings each reporting period. The Company uses the Black-Scholes model to value the derivative instruments at inception and subsequent valuation dates and the value is re-assessed at the end of each reporting period, in accordance with Accounting Standards Codification (“ASC”) 815. Derivative instrument liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the consolidated balance sheet date. | |||
(r) | Beneficial Conversion Charge | ||
The intrinsic value of beneficial conversion features arising from the issuance of convertible debentures with conversion rights that are in-the-money at the commitment date is recorded as debt discount and amortized to interest expense over the term of the debentures. The intrinsic value of a beneficial conversion feature is determined after initially allocating an appropriate portion of the proceeds received from the sale of the debentures to any detachable instruments, such as warrants, included in the sale or exchange based on relative fair values. | |||
(s) | Recently Issued Accounting Standards | ||
Revenue From Contracts With Customers | |||
In May 2014, the FASB issued an update to ASC 606, Revenue from Contracts with Customers. This update to ASC 606 provides a five-step process to determine when and how revenue is recognized. The core principle of the guidance is that a Company should recognize revenue upon transfer of promised goods or services to customers in an amount that reflects the expected consideration to be received in exchange for those goods and services. This update to ASC 606 will also result in enhanced disclosures about revenue, providing guidance for transactions that were not previously addressed comprehensively, and improving guidance for multiple-element arrangements. This update to ASC 606 is effective for the Company beginning in fiscal 2017. The Company is currently evaluating the impact of this update on its consolidated financial statements. | |||
Development Stage Entities: Elimination of Certain Financial Reporting Requirements | |||
On June 10, 2014, FASB issued Accounting Standards Update No. 2014-10, Development Stage Entities: Elimination of Certain Financial Reporting Requirements. The update removes the definition of a development stage entity from FASB ASC 915 and eliminates the requirement for development stage entities to present inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The Company already adopted this standard for the period covered by the report herein. | |||
Other pronouncements issued by the FASB or other authoritative accounting standards group with future effective dates are either not applicable or not significant to the consolidated financial statements of the Company. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | 4 | Property and Equipment | |||||||
The costs and accumulated depreciation and amortization of property and equipment are summarized as follows: | |||||||||
31-Oct | |||||||||
2014 | 2013 | ||||||||
Furniture and Fixtures | $ | 12,120 | $ | 12,120 | |||||
Lab Equipment | 168,481 | 168,481 | |||||||
Computer Hardware | 19,490 | 19,490 | |||||||
Computer Software | 8,433 | 8,433 | |||||||
Leasehold Improvements | 91,269 | 91,269 | |||||||
Total Property and Equipment | 299,793 | 299,793 | |||||||
Less Accumulated Depreciation and Amortization | 257,100 | 246,297 | |||||||
Property and Equipment, Net | $ | 42,693 | $ | 53,496 | |||||
Depreciation and amortization expense amounted to $10,803 and $14,484 for the years ended October 31, 2014 and 2013, respectively. |
Patents
Patents | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Patents | 5 | Patents | |||||||
The costs and accumulated amortization of patents are summarized as follows: | |||||||||
31-Oct | |||||||||
2014 | 2013 | ||||||||
Patents | $ | 144,022 | $ | 144,022 | |||||
Less: Accumulated Amortization | (35,890 | ) | (25,590 | ) | |||||
Patents, Net | $ | 108,132 | $ | 118,432 | |||||
Weighted-Average Life | 7 Years | 7 Years | |||||||
Amortization expense amounted to $10,300 and $7,285 for the years ended October 31, 2014 and 2013, respectively. Amortization expense is expected to be approximately $10,300 per year for the years ended October 31, 2015 through 2019. |
Due_to_Shareholders
Due to Shareholders | 12 Months Ended | |
Oct. 31, 2014 | ||
Notes to Financial Statements | ||
Due to Shareholders | 6 | Due to Shareholders |
The amount due to shareholders is due on demand and carries interest at 10% per annum. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | 7 | Income Taxes | |||||||
The Company adopted the provisions of the guidance for uncertainty in income taxes on November 1, 2007. The guidance clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement, and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on de-recognition classification, interest and penalties accounting in interim periods disclosure and transition. | |||||||||
Based on the Company’s evaluation, management has concluded that there are no significant tax positions requiring recognition in the consolidated financial statements. | |||||||||
The Company has incurred losses in Canada since inception which have generated net operating loss carryforwards (“NOLs”) for income tax purposes. The net operating loss carryforwards arising from Canadian sources as of October 31, 2014 were $7,922,318 (2013 - $7,250,448) which will expire from 2015 through 2034. | |||||||||
All fiscal years except 2013 have been assessed. Research and development tax credit for 2012 for which the Company received a refund of $81,460 is being refuted by Canadian taxation authorities. The Company is disputing the position taken by the taxation authorities but has established a reserve against possible repayment. | |||||||||
As of October 31, 2014 and 2013, the Company had (“NOLs”) from US sources of approximately $44,784,000 and $42,860,000, respectively, available to reduce future Federal taxable income which will expire from 2020 through 2034. With certain exceptions, the Company is no longer subject to U.S. Federal income tax examinations by tax authorities for years prior to 2008. Returns for the years 2008 through 2014 are yet to be filed. | |||||||||
Internal Revenue Code Section 382 (“Section 382”) imposes a limitation on a corporation’s ability to utilize NOLs if it experiences an ownership change. In general, an ownership change may occur from certain transactions that increase the ownership of 5% stockholders in the stock of a corporation by more than 50 percentage points over a three year period. If an ownership change occurs, utilization of the NOLs would be subject to an annual limitation. The annual limitation under Section 382 is calculated by multiplying the value of the stock at the time of the ownership change by the applicable long-term exempt rate. Any unused annual limitation may be carried over to later years. The Company has historically been in a loss position and, therefore, the Section 382 limitation may not be relevant for the current period. | |||||||||
For the years ended October 31, 2014 and 2013, the Company’s effective tax rate differs from the statutory rate principally due to the net operating losses for which no benefit was recorded. | |||||||||
As of October 31, 2014 and 2013, the Company’s deferred tax assets consisted of the effects of temporary differences attributable to the following: | |||||||||
31-Oct | |||||||||
2014 | 2013 | ||||||||
Temporary: | |||||||||
Property and equipment | $ | (24,092 | ) | $ | (18,951 | ) | |||
Net operating loss carryforwards | 18,640,188 | 16,600,883 | |||||||
Unrealized foreign exchange | 23,175 | 17,861 | |||||||
Investment tax credits | 402,189 | 402,189 | |||||||
Transitional tax debits | (25,076 | ) | (25,076 | ) | |||||
Unrealized loss (gain) on derivative liability | (37,181 | ) | 11,117 | ||||||
Total Deferred Tax Assets | 18,979,203 | 16,988,023 | |||||||
Valuation Allowance | (18,979,203 | ) | (16,988,023 | ) | |||||
Net Deferred Income Taxes | $ | ▬ | $ | ▬ | |||||
A reconciliation of the Canadian combined statutory rate to the Company’s effective tax rate for the years ended October 31, 2014 and 2013 is as follows: | |||||||||
31-Oct | |||||||||
2014 | 2013 | ||||||||
Statutory rate | 28 | % | 28 | % | |||||
Decrease in income tax rate resulting from: | |||||||||
Rate differences | ▬ | ▬ | |||||||
Changes in tax rate | ▬ | ▬ | |||||||
Other | ▬ | ▬ | |||||||
Permanent differences | (1.3 | )% | (5.2 | )% | |||||
Change in valuation allowance | (26.7 | )% | (22.8 | )% | |||||
Effective tax rate | 0 | % | 0 | % | |||||
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accounts Payable and Accrued Expenses | 8 | Accounts Payable and Accrued Expenses | |||||||
31-Oct | |||||||||
2014 | 2013 | ||||||||
Accounts Payable | $ | 289,054 | $ | 253,618 | |||||
Income Tax Reserve | 321,460 | 220,000 | |||||||
Research and Development | 17,004 | 34,901 | |||||||
Investor Relations | 11,738 | 20,602 | |||||||
Patent Application Costs | 5,026 | 10,430 | |||||||
Legal Fees | 316,127 | 273,731 | |||||||
Settlement of Lawsuit | ▬ | 199,000 | |||||||
Accounting Fees | 60,400 | 37,833 | |||||||
Total | $ | 1,020,809 | $ | 1,050,115 |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||||
Oct. 31, 2014 | |||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||
Stock-Based Compensation | 9 | Stock-Based Compensation | |||||||||||||
The Company follows the guidance for stock-based compensation. Stock-based employee compensation related to stock options for each of the years ended October 31, 2014 and 2013 amounted to $-0-. | |||||||||||||||
The following is a summary of the common stock options granted, forfeited or expired and exercised under the Plan: | |||||||||||||||
Weighted | |||||||||||||||
Average | |||||||||||||||
Exercise | |||||||||||||||
Options | Price | ||||||||||||||
Outstanding – October 31, 2012 | 30,000 | $ | 0.9 | ||||||||||||
Granted | ▬ | ▬ | |||||||||||||
Forfeited/expired | ▬ | ▬ | |||||||||||||
Exercised | ▬ | ▬ | |||||||||||||
Outstanding – October 31, 2013 | 30,000 | $ | 0.9 | ||||||||||||
Granted | ▬ | ▬ | |||||||||||||
Forfeited/expired | ▬ | ▬ | |||||||||||||
Exercised | ▬ | ▬ | |||||||||||||
Outstanding – October 31, 2014 | 30,000 | $ | 0.9 | ||||||||||||
Options typically vest immediately at the date of grant. As such, the Company does not have any unvested options or unrecognized compensation expense at October 31, 2014 and 2013. | |||||||||||||||
The fair value of each option granted is estimated on grant date using the Black-Scholes option pricing model which takes into account as of the grant date the exercise price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the stock and the risk-free interest rate for the term of the option. The Company granted no stock options during the years ended October 31, 2014 and 2013. | |||||||||||||||
The following table summarizes information on stock options outstanding at October 31, 2014 | |||||||||||||||
Options Outstanding and Exercisable | |||||||||||||||
Weighted | |||||||||||||||
Number | Weighted | Average | |||||||||||||
Outstanding | Average | Remaining | Aggregate | ||||||||||||
at | Exercise | Life | Intrinsic | ||||||||||||
31-Oct-14 | Price | (Years) | Value | ||||||||||||
30,000 | $ | 0.9 | 4.75 | ||||||||||||
30,000 | 4.75 | $ | 0 | ||||||||||||
For the Year Ended October 31, | |||||||||||||||
2014 | 2013 | ||||||||||||||
Weighted Average Fair Value of Options Granted | $ | ▬ | $ | ▬ | |||||||||||
Cash Received for Exercise of Stock Options | $ | ▬ | $ | ▬ | |||||||||||
The intrinsic value is calculated as the difference between the market value as of October 31, 2014 and the exercise price of the shares. The market value as of October 31, 2014 was $0.10 as reported by the OTC Bulletin Board. |
Notes_Payable
Notes Payable | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Notes Payable | 10 | Notes Payable | |||||||
On November 19, 2012 the Company entered into an agreement (“Line”) with JMJ Financial (“Lender”) whereby the Company may borrow up to $350,000 from the Lender in increments of $50,000. The Line is subject to an original issue discount of $50,000. Advances under the Line (“Notes”) have a maturity date of one year from the date of the advance. If the advance is repaid within three months the advance is interest free. If not repaid within three months, the advance may not be repaid before maturity and carries interest at 5%. The Lender has the right at any time to convert all or part of the outstanding principal and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Company at a price equal to the lesser of $0.23 and 60% of the lowest trade price in the 25 trading days previous to the conversion. Unless agreed in writing by the parties, at no time will the Lender convert any amount owing under the Line into common stock that would result in the Lender owning more than 4.99% of the common stock outstanding. | |||||||||
On May 23, 2014 the Company issued promissory notes (the “LG Notes”) to LG Capital Funding, LLC and Adar Bays, LLC (collectively the “Holders”) in the amount of $52,500 each bearing interest at 8% annually due May 23, 2015. The LG Notes and accrued interest may be converted into shares of common stock of the Company at a 42% discount to the lowest closing bid with a 12 day look back. The LG Notes may be prepaid with the following penalties: (i) if the Notes are prepaid within 60 days of the issue date, then at 130% of the face amount plus any accrued interest; (ii) if the LG Notes are prepaid after 60 days after the issue date but less than 181 days after the issue date, then at 140% of the face amount plus any accrued interest. The LG Notes may not be prepaid after the 180th day after issue. | |||||||||
A summary of the Notes at October 31, 2014 and 2013 is as follows: | |||||||||
October 31, 2014 | October 31, 2013 | ||||||||
Convertible Note Payable, due June 27, 2014 | $ | - | $ | 25,000 | |||||
Convertible Note Payable, due September 26, 2014 | - | 35,000 | |||||||
Convertible Note Payable, due February 20, 2015 | 12,529 | - | |||||||
Convertible Notes Payable, due May 23, 2015 | 105,000 | - | |||||||
Convertible Note Payable, due June 23, 2015 | 40,000 | - | |||||||
Convertible Note Payable, due October 22, 2015 | 35,000 | - | |||||||
Debt Discount - value attributable to conversion feature attached to notes, net of accumulated amortization of $71,863 and $11,983 | (120,666 | ) | (48,017 | ) | |||||
Total | 71,863 | 11,983 | |||||||
Less: Current portion | 71,863 | 11,983 | |||||||
Total Long-term portion | $ | - | $ | - | |||||
As described in further detail in Note 11, “Derivative Liabilities”, the Company determines the fair value of the embedded derivatives and records them as a discount to the Notes and as a derivative liability. The discount to the Notes is amortized to Loss (Gain) on Change in Value of Derivative Liability over the life of the Note or until conversion. The amount charged to Loss (Gain) on Change in Value of Derivative Liability for the year was $(142,054). Upon conversion of the Notes and related interest and original issue discount to common stock, any remaining unamortized discount is charged to financing expense. During the year ended October 31, 2014, Notes in the principal amount of $83,459 plus interest and original issue discount totaling $18,532 were exchanged for 1,352,991 common shares. |
Derivative_Liabilities
Derivative Liabilities | 12 Months Ended | |
Oct. 31, 2014 | ||
Derivative Liability [Abstract] | ||
Derivative Liabilities | 11 | Derivative Liabilities |
Convertible notes - embedded conversion features: | ||
The Notes meet the definition of a hybrid instrument, as defined in ASC 815. The hybrid instrument is comprised of i) a debt instrument, as the host contract and ii) an option to convert the debentures into common stock of the Company, as an embedded derivative. The embedded derivatives derive their value based on the underlying fair value of the Company’s common stock. The embedded derivatives are not clearly and closely related to the underlying host debt instrument since the economic characteristics and risk associated with these derivatives are based on the common stock fair value. | ||
The Company determines the fair value of the embedded derivatives and records them as a discount to the Notes and a derivative liability. The Company has recognized a derivative liability of $369,738 (2013- $135,000) during the year ended October 31, 2014. Accordingly, changes in the fair value of the embedded derivative are immediately recognized in earnings and classified as a gain or loss on the embedded derivative financial instrument in the accompanying consolidated statements of operations. | ||
The Company estimated the fair value of the embedded derivatives using a Black Scholes model with the following assumptions: conversion price $0.058 per share for the LG Notes and $0.06 for JMJ Notes according to the agreements; risk free interest rate of .11%; expected life of 1 year; expected dividend of zero; a volatility factor of 170% to 195%, as of October 31, 2014. The expected lives of the instruments are equal to the contractual term of the conversion option. The expected volatility is based on the historical price volatility of the Company’s common stock. The risk-free interest rate represents the U.S. Treasury constant maturities rate for the expected life of the related conversion option. The dividend yield represents anticipated cash dividends to be paid over the expected life of the conversion option. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||||
Oct. 31, 2014 | ||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||
Fair Value Measurements | 13 | Fair Value Measurements | ||||||||||||||||
As defined by the Accounting Standard Codification, fair value measurements and disclosures establish a hierarchy that prioritizes fair value measurements based on the type of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: | ||||||||||||||||||
● | Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. | |||||||||||||||||
● | Level 2: Inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly-quoted intervals. | |||||||||||||||||
● | Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions, as there is little, if any, related market activity. | |||||||||||||||||
The following table summarizes the financial liabilities measured at fair value on a recurring basis as of October 31, 2014, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value: | ||||||||||||||||||
Quoted Prices in | Total Increase (Reduction) | |||||||||||||||||
Active Markets for | Significant Other | Significant | in Fair Value | |||||||||||||||
Balance Sheet | Identical Assets or | Observable Inputs | Unobservable | October 31, 2014 | Recorded at | |||||||||||||
Location | Liabilities (Level 1) | (Level 2) | Inputs (Level 3) | Total | 31-Oct-14 | |||||||||||||
Liabilities: | ||||||||||||||||||
Derivative liability – on Notes Payable | $ | - | $ | - | $ | 201,260 | $ | 201,260 | $ | -142,054 | ||||||||
The Company utilizes the Black-Scholes Option Pricing model to estimate the fair value of the derivative liability associated with the convertible note obligation. The Company considers them to be Level 3 instruments. The following table shows the weighted average assumptions the Company used to develop the fair value estimates for the determination of the derivative liability at October 31, 2014: | ||||||||||||||||||
Fair value | $0.058-.060 | |||||||||||||||||
Expected volatility | 162-169 | % | ||||||||||||||||
Dividend yield | - | |||||||||||||||||
Expected term (in years) | .31-.94 | |||||||||||||||||
Risk-free interest rate | 11 | % | ||||||||||||||||
The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liability, or derivative liabilities related to the senior secured convertible notes and warrants, for the year ended October 31, 2014. | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Balance at beginning of year | $ | 99,702 | $ | - | ||||||||||||||
Additions to derivative instruments | 369,738 | 135,000 | ||||||||||||||||
Change in fair value of derivative liabilities | (142,054 | ) | 116,663 | |||||||||||||||
Settlements | (126,126 | ) | (151,961 | ) | ||||||||||||||
Balance at end of year | $ | 201,260 | $ | 99,702 |
Debentures_Payable
Debentures Payable | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debentures Payable | 14 | Debentures Payable | |||||||
In February 2013, loans from shareholder/directors in the amount of $288,584 were converted on a dollar-for-dollar basis for Series A Convertible Debenture Units (the “A Units”). Each A Unit includes a debenture having a term of three years, bearing interest at 10%, and a warrant having a term of three years. The debentures are convertible at any time into common shares of the Company’s stock at a price of $0.25 per share. The warrants entitle the holder to purchase 2 times the number of common shares of the Company’s stock allowed in conjunction with the debentures at a price of $0.25 per share at any time up to three years. | |||||||||
In May 2013 the Company sold Series B Convertible Debenture Units (the “B Units”) in the amount of $500,000. Each B Unit includes a debenture having a term of three years, bearing interest at 10%, and a warrant having a term of three years. The debentures are convertible at any time into common shares of the Company’s stock at a price of $0.25 per share. The warrants entitle the holder to purchase 1.5 times the number of common shares of the Company’s stock allowed in conjunction with the debentures at a price of $0.15 at any time up to three years. | |||||||||
In June 2013 the Company sold Series B Convertible Debenture Units (the “B Units”) in the amount of $148,653 to officers and/or directors. Each B Unit includes a debenture having a term of three years, bearing interest at 10%, and a warrant having a term of three years. The debentures are convertible at any time into common shares of the Company’s stock at a price of $0.25 per share. The warrants entitle the holder to purchase 1.5 times the number of common shares of the Company’s stock allowed in conjunction with the debentures at a price of $0.15 at any time up to three years. | |||||||||
The Company allocated proceeds of $306,900 to the fair value of the warrants using a Black Scholes model with the following assumptions: conversion price $0.25 or $0.15 per share according to the agreements; risk free interest rate of .18%; expected life of 3 years; expected dividend of zero; a volatility factor of 176% to 195%, as of October 31, 2013 and the remaining $343,996 to the fair value of the Series B Convertible Debentures. Based on the excess of the aggregate fair value of the common shares that would have been issued if the Series B Convertible Debentures had been converted immediately over the proceeds allocated to the Series B Convertible Debentures, the investors received a beneficial conversion feature that had an aggregate intrinsic value of $343,996 as of the commitment date. Accordingly, the Company recorded an increase in additional paid-in capital and debt discount of $650,896 in connection with the issuance of the Series B Convertible Debentures and warrants. | |||||||||
On September 17, 2014, the Series A and Series B Convertible Debentures plus acquired interest were converted to 9,427,576 common shares. The conversion price of both Series A and Series B Convertible Debentures was reduced to $0.11 at the conversion date. | |||||||||
The reduction in conversion price from $0.25 to $0.11 to induce the conversion resulted in additional beneficial conversion charge of $745,121 during the year ended October 31, 2014. | |||||||||
A summary of the Debentures at October 31, 2014 and 2013 is as follows: | |||||||||
October 31, 2014 | October 31, 2013 | ||||||||
Series A Convertible Debentures Payable, interest at 10% per annum to maturity at February 27, 2016 | - | $ | 288,584 | ||||||
Series B Convertible Debentures Payable, interest at 10% per annum to maturity at May 31, 2016 | - | 500,000 | |||||||
Series B Convertible Debentures Payable, interest at 10% per annum to maturity at June 3, 2016 | - | 148,653 | |||||||
Debt Discount | - | (634,047 | ) | ||||||
Total | - | 303,190 | |||||||
Less: Current portion | - | - | |||||||
Total Long-term portion | - | $ | 303,190 | ||||||
Debt discount is amortized to Interest Expense over the life of the Debentures. The amount amortized to Interest Expense for the year ended October 31, 2014 was $ 219,400. |
Warrants
Warrants | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Stockholders' Equity Note [Abstract] | |||||||||
Warrants | 15 | Warrants | |||||||
Outstanding warrants are as follows: | |||||||||
October 31, | |||||||||
2014 | 2013 | ||||||||
Issued to Flow Capital Advisors Inc. on settlement of lawsuit in August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $0.30 per common share up to and including August 23, 2016 | $ | 250,000 | $ | 250,000 | |||||
Issued to Flow Capital Advisors Inc. on settlement of lawsuit August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $0.50 per common share up to and including August 23, 2016 | 250,000 | 250,000 | |||||||
Issued to Flow Capital Advisors Inc. on settlement of lawsuit August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $0.75 per common share up to and including August 23, 2016 | 500,000 | 500,000 | |||||||
Issued to Flow Capital Advisors Inc. on settlement of lawsuit August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $1.00 per common share up to and including August 23, 2016 | 500,000 | 500,000 | |||||||
Issued to Flow Capital Advisors Inc. on settlement of lawsuit August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $0.75 per common share up to and including August 23, 2016 | 500,000 | 500,000 | |||||||
Issued to debenture holders February 2013 entitling the holders to purchase 1 common share in the Company at an exercise price of $0.15 per common share up to and including February 27, 2016 | 600,000 | 600,000 | |||||||
Issued to debenture holders May 2013 entitling the holders to purchase 1 common share in the Company at an exercise price of $0.14 per common share up to and including June 3, 2016 | 750,000 | 750,000 | |||||||
Issued to debenture holders June 2013 entitling the holders to purchase 1 common share in the Company at an exercise price of $0.15 per common share up to and including June 3, 2016 | 232,500 | 232,500 | |||||||
Issued to consultants August 5, 2013, entitling the holders to purchase 2,500,000 common shares in the Company at an exercise price of $0.15 per common share up to and including August 4, 2023 | 2,500,000 | 2,500,000 | |||||||
Issued to consultants August 5, 2013, entitling the holders to purchase 1,500,000 common shares in the Company at an exercise price of $0.10 per common share up to and including August 4, 2023 | 1,500,000 | 1,500,000 | |||||||
Issued to consultant September 3, 2013, entitling the holder to purchase 500,000 common shares in the Company at an exercise price of $0.50 per common share up to and including July 31, 2018 | 500,000 | 500,000 | |||||||
Issued to shareholder October 29, 2013, entitling the holder to purchase 250,000 common shares in the Company at an exercise price of $0.15 per common share up to and including October 29, 2016 | 250,000 | 250,000 | |||||||
Issued to shareholder November 7, 2013, entitling the holder to purchase 1 common shares in the Company at an exercise price of $0.15 per common share up to and including November 7, 2016 | 125,000 | - | |||||||
$ | 8,457,500 | $ | 8,332,500 | ||||||
Total Warrants outstanding | |||||||||
Authorized_Share_Capital
Authorized Share Capital | 12 Months Ended | |
Oct. 31, 2014 | ||
Equity [Abstract] | ||
Authorized Share Capital | 16 | Authorized Share Capital |
On September 30, 2009, the Company’s articles of incorporation were amended to increase the total number of common shares authorized for issuance from 500,000,000 shares to 650,000,000 shares of common stock, par value $0.00001 per share. On April 23, 2010, the Company’s Board of Directors approved a reverse stock split of its issued and outstanding common shares. The total authorized shares was at the same time reduced to 65,000,000. The Board of Directors selected a ratio of one-for-ten and the reverse split was effective June 20, 2010. As a result, the total number of shares of all classes of capital stock authorized for issuance by the Company decreased from 700,440,000 shares to 70,044,000 shares with a par value of $.00001 per share, of which 5,000,000 shares are authorized for issuance as preferred stock, 65,000,000 shares are authorized for issuance as common stock, 40,000 shares are authorized for issuance as Series 2 Class B common stock and 4,000 shares are authorized for issuance as Series 3 Class B common stock. On January 17, 2013 the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation to increase the authorized common shares to 150,000,000 and de-authorize the Company’s Class B common stock. |
Issuance_of_Common_Stock
Issuance of Common Stock | 12 Months Ended | ||||||||||||||||
Oct. 31, 2014 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
Issuance of Common Stock | 17 | Issuance of Common Stock | |||||||||||||||
During the year ended October 31, 2014 and 2013 the Company issued the following common shares: | |||||||||||||||||
Year Ended October 31, 2014 | Year Ended October 31, 2013 | ||||||||||||||||
# of shares | Amount | # of shares | Amount | ||||||||||||||
Issuance to third parties for services rendered | 679,615 | $ | 100,734 | 907,582 | $ | 257,025 | |||||||||||
Issuance to third parties for cash | 200,000 | $ | 50,000 | 400,000 | $ | 100,000 | |||||||||||
Issuance to third parties on exercise of conversion of notes payable | 1,352,991 | $ | 101,991 | 919,847 | $ | 91,882 | |||||||||||
Issued to debenture holders on exercise of conversion of debentures payable | 9,427,576 | $ | 1,035,333 | - | - | ||||||||||||
Issued to minority shareholders on exchange of their shares in subsidiary for shares in the Company. | 296,538 | - | - | - | |||||||||||||
The fair value of shares issued for services rendered were measured at the fair value of the services rendered on the date rendered. |
Redemption_of_Class_B_Common_S
Redemption of Class B Common Stock | 12 Months Ended | |
Oct. 31, 2014 | ||
Redemption Of Class B Common Stock | ||
Redemption of Class B Common Stock | 18 | Redemption of Class B Common Stock |
On or about February 28, 2011 CardioGenics Holdings Inc. (“Holdings”) mailed notices to the holders of its outstanding Series 2 Class B Common Stock (the “Series 2 Shares”) and Series 3 Class B Common Stock (the “Series 3 Shares”), which notify such stockholders that Holdings has elected to redeem all outstanding Series 2 Shares and Series 3 Shares in accordance with their terms. The Redemption Date is April 4, 2011 and the Redemption Price is par value, $0.00001 per share. | ||
Holdings has established a trust account with TD Bank Canada, which account will hold proceeds sufficient to redeem the issued and outstanding Series 2 Shares and Series 3 Shares. Accordingly, notwithstanding that any certificate for Series 2 Shares or Series 3 Shares called for redemption shall not have been surrendered for cancellation, all Series 2 Shares and Series 3 Shares called for redemption shall no longer be deemed outstanding, and all rights with respect to such Series 2 Shares and Series 3 Shares shall forthwith on the Redemption Date cease and terminate, except only the right of the holders thereof to receive the pro-rata amount payable of the Series 2 Shares and Series 3 Shares, without interest. |
Net_Loss_per_Share
Net Loss per Share | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Net Loss per Share | 19 | Net Loss per Share | |||||||
The following table sets forth the computation of weighted-average shares outstanding for calculating basic and diluted (loss) per share: | |||||||||
Years Ended | |||||||||
October 31, | |||||||||
2014 | 2013 | ||||||||
Weighted-average shares - basic | 61,701,832 | 57,171,924 | |||||||
Effect of dilutive securities | ▬ | ▬ | |||||||
Weighted-average shares - diluted | 61,701,832 | 57,171,924 | |||||||
Basic (loss) per share (“EPS”) and diluted EPS for the years ended October 31, 2014 and 2013 have been computed by dividing the net (loss) available to common stockholders for each respective period by the weighted average shares outstanding during that period. All outstanding options, warrants and shares to be issued upon the exercise of the outstanding options and warrants and conversion of debt representing 12,195,822 and 12,896,786 incremental shares, respectively, have been excluded from the years ended October 31, 2014 and 2013, respectively, computation of diluted EPS as they are antidilutive given the net losses generated. |
Commitments_and_Contingent_Lia
Commitments and Contingent Liabilities | 12 Months Ended | ||||
Oct. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingent Liabilities | 20 | Commitments and Contingent Liabilities | |||
Lease | |||||
The Company has entered into an operating lease agreement for the use of operating space. | |||||
Aggregate minimum annual lease commitments of the Company under the non-cancelable operating lease as of October 31, 2014 are as follows. (The Company is required in addition to pay a proportionate share of building operational expenses.) : | |||||
Year | Amount | ||||
2015 | $ | 49,891 | |||
2016 | 51,152 | ||||
Thereafter | 42,627 | ||||
Total Minimum Lease Payments | $ | 143,670 | |||
Lease expense amounted to $70,374 and $60,513 for the years ended October 31, 2014 and 2013, respectively. | |||||
The preceding data reflects existing leases and does not include replacements upon their expiration. In the normal course of business, operating leases are generally renewed or replaced by other leases. | |||||
Lawsuit | |||||
On April 22, 2009, the Company was served with a statement of claim from a former employee claiming compensation for wrongful dismissal and ancillary causes of action including payment of monies in realization of his investment in the Company, with an aggregate claim of $514,000. | |||||
On January 3, 2014 the suit was settled for cash consideration of $10,000 plus 700,000 common shares. |
Supplemental_Disclosure_of_Cas
Supplemental Disclosure of Cash Flow Information | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Supplemental Cash Flow Elements [Abstract] | |||||||||
Supplemental Disclosure of Cash Flow Information | 21 | Supplemental Disclosure of Cash Flow Information | |||||||
For the Year Ended | |||||||||
October 31, | |||||||||
2014 | 2013 | ||||||||
Cash paid during the period for: | |||||||||
Interest | $ | 16,901 | $ | 28,116 | |||||
Income Taxes | ▬ | ▬ | |||||||
Non-cash financing activities: | |||||||||
Conversion of shareholder loan and accrued expenses to debentures | ▬ | 255,000 | |||||||
Conversion of notes payable including principal, interest and original issue discount | 101,991 | 91,882 | |||||||
Value of beneficial conversion feature and warrants issued with debentures issued during the year | 745,121 | 746,656 | |||||||
Settlement of accrued legal by issuance of common shares | 189,000 | ▬ |
Subsequent_Events
Subsequent Events | 12 Months Ended | ||
Oct. 31, 2014 | |||
Subsequent Events [Abstract] | |||
Subsequent Events | 22 | Subsequent Events | |
a. | In November 2014, $12,259 in principal amount of JMJ notes payable were converted to 299,679 common shares of the Company. | ||
b. | In November 2014, the Company received $50,000 from Chicago Ventures in exchange for a note payable bearing interest at 10% due in one year, convertible into shares in the Company’s common stock at a 40% discount from the lowest closing price of the common shares over the prior 15 days. | ||
c. | On November 20, 2014 the Company reached a Settlement with IBC Funds, LLC (“IBC”) whereby IBC agreed to pay $78,026 of the Company’s debts in exchange for the right to purchase shares in the Company’s common stock at a 40% discount from the lowest closing price of the common shares over the prior 15 days. | ||
d. | In November 2014, $10,005 in principal amount of the IBC indebtedness was converted to 290,000 common shares of the Company. | ||
e. | In December 2014, $15,000 in principal amount of LG Capital notes payable were converted to 690,281 common shares of the Company. | ||
f. | In December 2014, $5,000 in principal amount of Adar Bays notes payable were converted to 287,356 common shares of the Company. | ||
g. | In December 2014, $12,240 in principal amount of the IBC indebtedness was converted to 2,000,000 common shares of the Company. | ||
h. | In December 2014, the Company received $50,000 from LG Capital in exchange for a note payable bearing interest at 8% due in one year, convertible into shares in the Company’s common stock at a 42% discount from the lowest closing price of the common shares over the prior 15 days. | ||
i. | In January 2015, $39,360 in principal amount of the IBC indebtedness was converted to 4,000,000 common shares of the Company. | ||
j. | In January 2015 $25,800 in principal amount of Adar Bays notes payable were converted to 1,761,660 common shares of the Company. | ||
k. | In January 2015 $18,000 in principal amount of LG Capital notes payable were converted to 1,588,242 common shares of the Company. | ||
l. | In February an officer of the Company exchanged $22,856 in shareholder’s loans for 227,273 common shares of the Company. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Oct. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Principles of Consolidation | (a) | Principles of Consolidation | |
The consolidated financial statements include the accounts of the Company and its 100% owned subsidiaries. All significant intercompany transactions and balances have been eliminated. | |||
Cash and Cash Equivalents | (b) | Cash and Cash Equivalents | |
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. | |||
Government Grants and Investment Tax Credits Receivable | (c) | Government Grants and Investment Tax Credits Receivable | |
The Company’s accounts include claims for investment tax credits relating to scientific research activities of the Company prior to the acquisition described in Note 1. The qualification and recording of this activity for investment tax credit purposes is established by Canadian Income Tax authorities when the income tax returns for the period are assessed. The credit has been recognized in the statement of operations in the year in which the expenses were incurred. | |||
Subsequent to the acquisition described in Note 1, the Company no longer qualifies to receive substantial refunds of Investment Tax Credits (“ITCs”) resulting from scientific research. Currently the majority of ITCs resulting from scientific research are carried forward to a time when the Company becomes tax paying at which time said ITCs are applicable against taxes payable. | |||
Property and Equipment | (d) | Property and Equipment | |
Property under capital leases and the related obligation for future lease payments are initially recorded at an amount equal to the lesser of fair value of the property or equipment and the present value of those lease payments. Property and equipment is depreciated using methods and rates as follows: | |||
Furniture and Fixtures | 20% declining balance | ||
Lab Equipment | 20% declining balance | ||
Computer Equipment – Hardware | 30% declining balance | ||
Computer Equipment – Software | 50% declining balance | ||
Leasehold Improvements | Straight-line over the lesser of the life of the asset or the life of the lease | ||
Patents | (e) | Patents | |
Capitalized patent costs represent legal and application costs incurred to establish patents. Capitalized patent costs are amortized on a straight-line method over the related patent term. As patents are abandoned, the net book value of the patent is written off. | |||
Impairment or Disposal of Long-Lived Assets | (f) | Impairment or Disposal of Long-Lived Assets | |
The Company assesses the impairment of long-lived assets under the guidance of standards for the impairment or disposal of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For long-lived assets to be held and used, the Company recognizes an impairment loss only if its carrying amount is not recoverable and exceeds its fair value. The carrying amount of the long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposal of the asset. | |||
Research and Development Costs | (g) | Research and Development Costs | |
Expenditures for research and development are expensed as incurred and include, among other costs, those related to the production of prototype products, including payroll costs. Amounts expected to be received from governments under Scientific Research Tax Credit arrangements are offset against current expenses. The Company recognizes revenue from restricted grants in the period in which the Company has incurred the expenditures in compliance with the specific restrictions. | |||
Income Taxes | (h) | Income Taxes | |
The Company utilizes the liability method of accounting for income taxes as set forth in the authoritative guidance. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. As there is no certainty that the Company will generate taxable income in the foreseeable future to utilize tax losses accumulated to date, no provision for ultimate tax reduction has been made in these financial statements. | |||
On November 1, 2007, the Company adopted the guidance issued for accounting for uncertainty in income taxes which provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of the guidance and in subsequent periods. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within operations as income tax expense. Upon adoption, there were no adjustments required. | |||
Stock-Based Compensation | (i) | Stock-Based Compensation | |
The Company follows the authoritative guidance for stock-based compensation which requires that new, modified and unvested share-based payment transactions with employees, such as grants of stock options and restricted stock, be recognized in the financial statements based on their fair value at the grant date and recognized as compensation expense over their vesting periods. The Company has also considered the related guidance of the SEC. The Company estimates the fair value of stock options and shares issued as compensation to employees and directors as of the date of grant using the Black-Scholes pricing model and restricted stock based on the per share value. The Company also follows the guidance for equity instruments that are issued to other than employees for acquiring, or in conjunction with selling, goods or services for equity instruments issued to consultants which provides guidance on transactions in which (1) the fair value of the equity instruments is more reliably measurable than the fair value of the goods or services received and (2) the counterparty receives shares of stock, stock options, or other equity instruments in settlement of the entire transaction or, if the transaction is part cash and part equity instruments, in settlement of the portion of the transaction for which the equity instruments constitute the consideration. Options issued with a nominal exercise price in exchange for services rendered were measured at the fair value of the underlying services rendered on the date of grant. The expense was recorded to the statement of operations with a corresponding increase in share capital with no additional increase in the number of shares as they were legally not yet exercised. | |||
Net Loss Per Common Share | (j) | Net Loss Per Common Share | |
Basic loss per share is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. The computation of diluted loss per share does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on loss per share. | |||
Comprehensive Income (Loss) | (k) | Comprehensive Income (Loss) | |
Other comprehensive income (loss), which includes only foreign currency translation adjustments, is shown in the Statements of Deficiency. | |||
Concentration of Credit Risk | (l) | Concentration of Credit Risk | |
The Company maintains cash balances, at times, with financial institutions in excess of amounts insured by the Canada Deposit Insurance Corporation and the Federal Deposit Insurance Corporation. Management monitors the soundness of these institutions and has not experienced any collection losses with these financial institutions. | |||
Use of Estimates | (m) | Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. By their nature, these estimates are subject to uncertainty and the effect on the consolidated financial statements of changes in such estimates in future periods could be material. | |||
Foreign Currency Translation | (n) | Foreign Currency Translation | |
The Company maintains its accounting records for its Canadian operations in Canadian dollars. Transactions in United States dollars (“USD”) are translated into Canadian dollars at rates in effect at the date of the transaction and gains or losses on such transactions are recorded at the time of settlement in the statement of operations. | |||
The Company’s reporting currency is the USD. Foreign denominated assets and liabilities of the Company are translated into USD at the prevailing exchange rates in effect at the end of the reporting period, the historical rate for stockholders’ deficiency and a weighted average of exchange rate in effect during the period for expenses, gains and losses. Adjustments that arise from translation into the reporting currency are recorded in the accumulated other comprehensive income (loss) component of stockholders’ deficiency. | |||
Financial Instruments | (o) | Financial Instruments | |
The carrying values of cash and cash equivalents, other current assets, accounts payable and accrued expenses approximate their fair values due to their short-term nature. Long-term debt and convertible debentures approximate their fair value based upon recent issuances of the underlying debt. | |||
Revenue Recognition | (p) | Revenue Recognition | |
Revenue included in these consolidated financial statements is derived from sales of paramagnetic beads and is recognized on shipment to customers. | |||
Derivative Instruments | (q) | Derivative Instruments | |
The Company’s derivative liabilities are related to embedded conversion features of the Notes Payable. For derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in fair value recognized in earnings each reporting period. The Company uses the Black-Scholes model to value the derivative instruments at inception and subsequent valuation dates and the value is re-assessed at the end of each reporting period, in accordance with Accounting Standards Codification (“ASC”) 815. Derivative instrument liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not the net-cash settlement of the derivative instrument could be required within twelve months of the consolidated balance sheet date. | |||
Beneficial Conversion Charge | (r) | Beneficial Conversion Charge | |
The intrinsic value of beneficial conversion features arising from the issuance of convertible debentures with conversion rights that are in-the-money at the commitment date is recorded as debt discount and amortized to interest expense over the term of the debentures. The intrinsic value of a beneficial conversion feature is determined after initially allocating an appropriate portion of the proceeds received from the sale of the debentures to any detachable instruments, such as warrants, included in the sale or exchange based on relative fair values. | |||
Recently Issued Accounting Standards | (s) | Recently Issued Accounting Standards | |
Revenue From Contracts With Customers | |||
In May 2014, the FASB issued an update to ASC 606, Revenue from Contracts with Customers. This update to ASC 606 provides a five-step process to determine when and how revenue is recognized. The core principle of the guidance is that a Company should recognize revenue upon transfer of promised goods or services to customers in an amount that reflects the expected consideration to be received in exchange for those goods and services. This update to ASC 606 will also result in enhanced disclosures about revenue, providing guidance for transactions that were not previously addressed comprehensively, and improving guidance for multiple-element arrangements. This update to ASC 606 is effective for the Company beginning in fiscal 2017. The Company is currently evaluating the impact of this update on its consolidated financial statements. | |||
Development Stage Entities: Elimination of Certain Financial Reporting Requirements | |||
On June 10, 2014, FASB issued Accounting Standards Update No. 2014-10, Development Stage Entities: Elimination of Certain Financial Reporting Requirements. The update removes the definition of a development stage entity from FASB ASC 915 and eliminates the requirement for development stage entities to present inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The Company already adopted this standard for the period covered by the report herein. | |||
Other pronouncements issued by the FASB or other authoritative accounting standards group with future effective dates are either not applicable or not significant to the consolidated financial statements of the Company. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |
Oct. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Schedule of Property Plant and Equipment Depreciated Methods and Rates | Property and equipment is depreciated using methods and rates as follows: | |
Furniture and Fixtures | 20% declining balance | |
Lab Equipment | 20% declining balance | |
Computer Equipment – Hardware | 30% declining balance | |
Computer Equipment – Software | 50% declining balance | |
Leasehold Improvements | Straight-line over the lesser of the life of the asset or the life of the lease |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of Cost and Accumulated Depreciation and Amortization of Property Plant and Equipment | The costs and accumulated depreciation and amortization of property and equipment are summarized as follows: | ||||||||
31-Oct | |||||||||
2014 | 2013 | ||||||||
Furniture and Fixtures | $ | 12,120 | $ | 12,120 | |||||
Lab Equipment | 168,481 | 168,481 | |||||||
Computer Hardware | 19,490 | 19,490 | |||||||
Computer Software | 8,433 | 8,433 | |||||||
Leasehold Improvements | 91,269 | 91,269 | |||||||
Total Property and Equipment | 299,793 | 299,793 | |||||||
Less Accumulated Depreciation and Amortization | 257,100 | 246,297 | |||||||
Property and Equipment, Net | $ | 42,693 | $ | 53,496 |
Patents_Tables
Patents (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Schedule of Costs and Accumulated Amortization of Patents | The costs and accumulated amortization of patents are summarized as follows: | ||||||||
31-Oct | |||||||||
2014 | 2013 | ||||||||
Patents | $ | 144,022 | $ | 144,022 | |||||
Less: Accumulated Amortization | (35,890 | ) | (25,590 | ) | |||||
Patents, Net | $ | 108,132 | $ | 118,432 | |||||
Weighted-Average Life | 7 Years | 7 Years |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Deferred Tax Assets Consisted of the Effects of Temporary Differences | As of October 31, 2014 and 2013, the Company’s deferred tax assets consisted of the effects of temporary differences attributable to the following: | ||||||||
31-Oct | |||||||||
2014 | 2013 | ||||||||
Temporary: | |||||||||
Property and equipment | $ | (24,092 | ) | $ | (18,951 | ) | |||
Net operating loss carryforwards | 18,640,188 | 16,600,883 | |||||||
Unrealized foreign exchange | 23,175 | 17,861 | |||||||
Investment tax credits | 402,189 | 402,189 | |||||||
Transitional tax debits | (25,076 | ) | (25,076 | ) | |||||
Unrealized loss (gain) on derivative liability | (37,181 | ) | 11,117 | ||||||
Total Deferred Tax Assets | 18,979,203 | 16,988,023 | |||||||
Valuation Allowance | (18,979,203 | ) | (16,988,023 | ) | |||||
Net Deferred Income Taxes | $ | ▬ | $ | ▬ | |||||
Canadian Combined Statutory Rate to the Company's Effective Tax Rate | A reconciliation of the Canadian combined statutory rate to the Company’s effective tax rate for the years ended October 31, 2014 and 2013 is as follows: | ||||||||
31-Oct | |||||||||
2014 | 2013 | ||||||||
Statutory rate | 28 | % | 28 | % | |||||
Decrease in income tax rate resulting from: | |||||||||
Rate differences | ▬ | ▬ | |||||||
Changes in tax rate | ▬ | ▬ | |||||||
Other | ▬ | ▬ | |||||||
Permanent differences | (1.3 | )% | (5.2 | )% | |||||
Change in valuation allowance | (26.7 | )% | (22.8 | )% | |||||
Effective tax rate | 0 | % | 0 | % |
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Schedule of Accounts Payable and Accrued Liabilities | |||||||||
31-Oct | |||||||||
2014 | 2013 | ||||||||
Accounts Payable | $ | 289,054 | $ | 253,618 | |||||
Income Tax Reserve | 321,460 | 220,000 | |||||||
Research and Development | 17,004 | 34,901 | |||||||
Investor Relations | 11,738 | 20,602 | |||||||
Patent Application Costs | 5,026 | 10,430 | |||||||
Legal Fees | 316,127 | 273,731 | |||||||
Settlement of Lawsuit | ▬ | 199,000 | |||||||
Accounting Fees | 60,400 | 37,833 | |||||||
Total | $ | 1,020,809 | $ | 1,050,115 |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||
Oct. 31, 2014 | |||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | The following is a summary of the common stock options granted, forfeited or expired and exercised under the Plan: | ||||||||||||||
Weighted | |||||||||||||||
Average | |||||||||||||||
Exercise | |||||||||||||||
Options | Price | ||||||||||||||
Outstanding – October 31, 2012 | 30,000 | $ | 0.9 | ||||||||||||
Granted | ▬ | ▬ | |||||||||||||
Forfeited/expired | ▬ | ▬ | |||||||||||||
Exercised | ▬ | ▬ | |||||||||||||
Outstanding – October 31, 2013 | 30,000 | $ | 0.9 | ||||||||||||
Granted | ▬ | ▬ | |||||||||||||
Forfeited/expired | ▬ | ▬ | |||||||||||||
Exercised | ▬ | ▬ | |||||||||||||
Outstanding – October 31, 2014 | 30,000 | $ | 0.9 | ||||||||||||
Summarizes Information on Stock Options Outstanding | The following table summarizes information on stock options outstanding at October 31, 2014 | ||||||||||||||
Options Outstanding and Exercisable | |||||||||||||||
Weighted | |||||||||||||||
Number | Weighted | Average | |||||||||||||
Outstanding | Average | Remaining | Aggregate | ||||||||||||
at | Exercise | Life | Intrinsic | ||||||||||||
31-Oct-14 | Price | (Years) | Value | ||||||||||||
30,000 | $ | 0.9 | 4.75 | ||||||||||||
30,000 | 4.75 | $ | 0 | ||||||||||||
Fair Value and Received From Exercise Of Stock Option | |||||||||||||||
For the Year Ended October 31, | |||||||||||||||
2014 | 2013 | ||||||||||||||
Weighted Average Fair Value of Options Granted | $ | ▬ | $ | ▬ | |||||||||||
Cash Received for Exercise of Stock Options | $ | ▬ | $ | ▬ |
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Notes Payable [Abstract] | |||||||||
Summary of Notes Payable | A summary of the Notes at October 31, 2014 and 2013 is as follows: | ||||||||
October 31, 2014 | October 31, 2013 | ||||||||
Convertible Note Payable, due June 27, 2014 | $ | - | $ | 25,000 | |||||
Convertible Note Payable, due September 26, 2014 | - | 35,000 | |||||||
Convertible Note Payable, due February 20, 2015 | 12,529 | - | |||||||
Convertible Notes Payable, due May 23, 2015 | 105,000 | - | |||||||
Convertible Note Payable, due June 23, 2015 | 40,000 | - | |||||||
Convertible Note Payable, due October 22, 2015 | 35,000 | - | |||||||
Debt Discount - value attributable to conversion feature attached to notes, net of accumulated amortization of $71,863 and $11,983 | (120,666 | ) | (48,017 | ) | |||||
Total | 71,863 | 11,983 | |||||||
Less: Current portion | 71,863 | 11,983 | |||||||
Total Long-term portion | $ | - | $ | - |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Oct. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Schedule of Fair Value of Liabilities Measured on Recurring Basis | The following table summarizes the financial liabilities measured at fair value on a recurring basis as of October 31, 2014, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value: | ||||||||||||||||
Quoted Prices in | Total Increase (Reduction) | ||||||||||||||||
Active Markets for | Significant Other | Significant | in Fair Value | ||||||||||||||
Balance Sheet | Identical Assets or | Observable Inputs | Unobservable | October 31, 2014 | Recorded at | ||||||||||||
Location | Liabilities (Level 1) | (Level 2) | Inputs (Level 3) | Total | 31-Oct-14 | ||||||||||||
Liabilities: | |||||||||||||||||
Derivative liability – on Notes Payable | $ | - | $ | - | $ | 201,260 | $ | 201,260 | ($142,054) | ||||||||
Schedule of Fair Value of Estimated Derivative Liabilities Weighted Average Assumption | The following table shows the weighted average assumptions the Company used to develop the fair value estimates for the determination of the derivative liability at October 31, 2014: | ||||||||||||||||
Fair value | $0.058-.060 | ||||||||||||||||
Expected volatility | 162-169% | ||||||||||||||||
Dividend yield | - | ||||||||||||||||
Expected term (in years) | .31-.94 | ||||||||||||||||
Risk-free interest rate | 11% | ||||||||||||||||
Schedule of Changes in Fair Value of Financial Liabilities or Derivative Liabilities | The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liability, or derivative liabilities related to the senior secured convertible notes and warrants, for the year ended October 31, 2014. | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Balance at beginning of year | $ | 99,702 | $ | - | |||||||||||||
Additions to derivative instruments | 369,738 | 135,000 | |||||||||||||||
Change in fair value of derivative liabilities | (142,054 | ) | 116,663 | ||||||||||||||
Settlements | (126,126 | ) | (151,961 | ) | |||||||||||||
Balance at end of year | $ | 201,260 | $ | 99,702 |
Debentures_Payable_Tables
Debentures Payable (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Debenture Payable | A summary of the Debentures at October 31, 2014 and 2013 is as follows: | ||||||||
October 31, 2014 | October 31, 2013 | ||||||||
Series A Convertible Debentures Payable, interest at 10% per annum to maturity at February 27, 2016 | - | $ | 288,584 | ||||||
Series B Convertible Debentures Payable, interest at 10% per annum to maturity at May 31, 2016 | - | 500,000 | |||||||
Series B Convertible Debentures Payable, interest at 10% per annum to maturity at June 3, 2016 | - | 148,653 | |||||||
Debt Discount | - | (634,047 | ) | ||||||
Total | - | 303,190 | |||||||
Less: Current portion | - | - | |||||||
Total Long-term portion | - | $ | 303,190 |
Warrants_Tables
Warrants (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Stockholders' Equity Note [Abstract] | |||||||||
Schedule of Warrants Outstanding | Outstanding warrants are as follows: | ||||||||
October 31, | |||||||||
2014 | 2013 | ||||||||
Issued to Flow Capital Advisors Inc. on settlement of lawsuit in August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $0.30 per common share up to and including August 23, 2016 | $ | 250,000 | $ | 250,000 | |||||
Issued to Flow Capital Advisors Inc. on settlement of lawsuit August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $0.50 per common share up to and including August 23, 2016 | 250,000 | 250,000 | |||||||
Issued to Flow Capital Advisors Inc. on settlement of lawsuit August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $0.75 per common share up to and including August 23, 2016 | 500,000 | 500,000 | |||||||
Issued to Flow Capital Advisors Inc. on settlement of lawsuit August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $1.00 per common share up to and including August 23, 2016 | 500,000 | 500,000 | |||||||
Issued to Flow Capital Advisors Inc. on settlement of lawsuit August 2011, entitling the holder to purchase 1 common share in the Company at an exercise price of $0.75 per common share up to and including August 23, 2016 | 500,000 | 500,000 | |||||||
Issued to debenture holders February 2013 entitling the holders to purchase 1 common share in the Company at an exercise price of $0.15 per common share up to and including February 27, 2016 | 600,000 | 600,000 | |||||||
Issued to debenture holders May 2013 entitling the holders to purchase 1 common share in the Company at an exercise price of $0.14 per common share up to and including June 3, 2016 | 750,000 | 750,000 | |||||||
Issued to debenture holders June 2013 entitling the holders to purchase 1 common share in the Company at an exercise price of $0.15 per common share up to and including June 3, 2016 | 232,500 | 232,500 | |||||||
Issued to consultants August 5, 2013, entitling the holders to purchase 2,500,000 common shares in the Company at an exercise price of $0.15 per common share up to and including August 4, 2023 | 2,500,000 | 2,500,000 | |||||||
Issued to consultants August 5, 2013, entitling the holders to purchase 1,500,000 common shares in the Company at an exercise price of $0.10 per common share up to and including August 4, 2023 | 1,500,000 | 1,500,000 | |||||||
Issued to consultant September 3, 2013, entitling the holder to purchase 500,000 common shares in the Company at an exercise price of $0.50 per common share up to and including July 31, 2018 | 500,000 | 500,000 | |||||||
Issued to shareholder October 29, 2013, entitling the holder to purchase 250,000 common shares in the Company at an exercise price of $0.15 per common share up to and including October 29, 2016 | 250,000 | 250,000 | |||||||
Issued to shareholder November 7, 2013, entitling the holder to purchase 1 common shares in the Company at an exercise price of $0.15 per common share up to and including November 7, 2016 | 125,000 | - | |||||||
$ | 8,457,500 | $ | 8,332,500 | ||||||
Total Warrants outstanding | |||||||||
Issuance_of_Common_Stock_Table
Issuance of Common Stock (Tables) | 12 Months Ended | ||||||||||||||||
Oct. 31, 2014 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
Schedule of Common Stock Issue | During the year ended October 31, 2014 and 2013 the Company issued the following common shares: | ||||||||||||||||
Year Ended October 31, 2014 | Year Ended October 31, 2013 | ||||||||||||||||
# of shares | Amount | # of shares | Amount | ||||||||||||||
Issuance to third parties for services rendered | 679,615 | $ | 100,734 | 907,582 | $ | 257,025 | |||||||||||
Issuance to third parties for cash | 200,000 | $ | 50,000 | 400,000 | $ | 100,000 | |||||||||||
Issuance to third parties on exercise of conversion of notes payable | 1,352,991 | $ | 101,991 | 919,847 | $ | 91,882 | |||||||||||
Issued to debenture holders on exercise of conversion of debentures payable | 9,427,576 | $ | 1,035,333 | - | - | ||||||||||||
Issued to minority shareholders on exchange of their shares in subsidiary for shares in the Company. | 296,538 | - | - | - |
Net_Loss_per_Share_Tables
Net Loss per Share (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Computation of Weighted Average Shares Outstanding for Calculating Basic and Diluted Earnings Per Share | The following table sets forth the computation of weighted-average shares outstanding for calculating basic and diluted (loss) per share: | ||||||||
Years Ended October 31, | |||||||||
2014 | 2013 | ||||||||
Weighted-average shares - basic | 61,701,832 | 57,171,924 | |||||||
Effect of dilutive securities | ▬ | ▬ | |||||||
Weighted-average shares - diluted | 61,701,832 | 57,171,924 |
Commitments_and_Contingent_Lia1
Commitments and Contingent Liabilities (Tables) | 12 Months Ended | ||||
Oct. 31, 2014 | |||||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||||
Aggregate Minimum Annual Lease Commitments Under Non-Cancelable Operating Lease | Aggregate minimum annual lease commitments of the Company under the non-cancelable operating lease as of October 31, 2014 are as follows. (The Company is required in addition to pay a proportionate share of building operational expenses.) : | ||||
Year | Amount | ||||
2015 | $ | 49,891 | |||
2016 | 51,152 | ||||
Thereafter | 42,627 | ||||
Total Minimum Lease Payments | $ | 143,670 |
Supplemental_Disclosure_of_Cas1
Supplemental Disclosure of Cash Flow Information (Tables) | 12 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Supplemental Cash Flow Information [Abstract] | |||||||||
Cash Flow Supplemental Disclosures | For the Year Ended | ||||||||
October 31, | |||||||||
2014 | 2013 | ||||||||
Cash paid during the period for: | |||||||||
Interest | $ | 16,901 | $ | 28,116 | |||||
Income Taxes | ▬ | ▬ | |||||||
Non-cash financing activities: | |||||||||
Conversion of shareholder loan and accrued expenses to debentures | ▬ | 255,000 | |||||||
Conversion of notes payable including principal, interest and original issue discount | 101,991 | 91,882 | |||||||
Value of beneficial conversion feature and warrants issued with debentures issued during the year | 745,121 | 746,656 | |||||||
Settlement of accrued legal by issuance of common shares | 189,000 | ▬ |
Nature_of_Business_Details_Nar
Nature of Business (Details Narrative) | Jan. 17, 2013 | Sep. 30, 2009 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Increased authorized common shares | 150,000,000 | 650,000,000 |
Basis_of_Presentation_Details_
Basis of Presentation (Details Narrative) (USD $) | Oct. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accumulated deficit | $47,600,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Schedule of Property Plant and Equipment Depreciated Methods and Rates (Details) | 12 Months Ended |
Oct. 31, 2014 | |
Furniture And Fixtures [Member] | |
Property plant and equipment depreciation percentage | 20.00% |
Property, plant and equipment, depreciation method | declining balance |
Lab Equipment [Member] | |
Property plant and equipment depreciation percentage | 20.00% |
Property, plant and equipment, depreciation method | declining balance |
Computer Equipment - Hardware [Member] | |
Property plant and equipment depreciation percentage | 30.00% |
Property, plant and equipment, depreciation method | declining balance |
Computer Equipment - Software [Member] | |
Property plant and equipment depreciation percentage | 50.00% |
Property, plant and equipment, depreciation method | declining balance |
Leasehold Improvements [Member] | |
Property, plant and equipment, depreciation method | Straight-line over the lesser of the life of the asset or the life of the lease |
Property_and_Equipment_Details
Property and Equipment (Details Narrative) (USD $) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $10,803 | $14,484 |
Property_and_Equipment_Schedul
Property and Equipment - Schedule of Cost and Accumulated Depreciation and Amortization of Property Plant and Equipment (Details) (USD $) | Oct. 31, 2014 | Oct. 31, 2013 |
Property, Plant and Equipment [Abstract] | ||
Furniture and Fixtures | $12,120 | $12,120 |
Lab Equipment | 168,481 | 168,481 |
Computer Hardware | 19,490 | 19,490 |
Computer Software | 8,433 | 8,433 |
Leasehold Improvements | 91,269 | 91,269 |
Total Property and Equipment | 299,793 | 299,793 |
Less Accumulated Depreciation and Amortization | 257,100 | 246,297 |
Property and Equipment, Net | $42,693 | $53,496 |
Patents_Details_Narrative
Patents (Details Narrative) (USD $) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Amortization expense | $10,300 | $7,285 |
October 31, 2015 through 2019 | ||
Amortization expense | $10,300 |
Patents_Schedule_of_Costs_and_
Patents - Schedule of Costs and Accumulated Amortization of Patents (Details) (USD $) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
CostAndAccumulatedAmortizationLineItems [Line Items] | ||
Patents, Net | $108,132 | $118,432 |
Patents [Member] | ||
CostAndAccumulatedAmortizationLineItems [Line Items] | ||
Patents | 144,022 | 144,022 |
Less: Accumulated Amortization | -35,890 | -25,590 |
Patents, Net | $108,132 | $118,432 |
Weighted-Average Life | 7 years | 7 years |
Due_to_Shareholders_Details_Na
Due to Shareholders (Details Narrative) | Oct. 31, 2014 |
Notes to Financial Statements | |
Percentage of due to shareholders due on demand carries interest | 10.00% |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended | ||
Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2012 | |
Operating Loss Carryforwards [Line Items] | |||
Ownership percentage of stock | 5.00% | ||
Increase in ownership percentage of stock | 50.00% | ||
CA [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry forwards | $7,922,318 | $7,250,448 | |
Operating loss carry forwards expiration period | 2015 through 2034 | 2015 through 2034 | |
Research and development tax credit received refund amount | 81,460 | ||
U S [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry forwards | $44,784,000 | $42,860,000 | |
Operating loss carry forwards expiration period | 2020 through 2034 | 2020 through 2034 |
Income_Taxes_Deferred_Tax_Asse
Income Taxes - Deferred Tax Assets Consisted of the Effects of Temporary Differences (Details) (USD $) | Oct. 31, 2014 | Oct. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Property and equipment | ($24,092) | ($18,951) |
Net operating loss carryforwards | 18,640,188 | 16,600,883 |
Unrealized foreign exchange | 23,175 | 17,861 |
Investment tax credits | 402,189 | 402,189 |
Transitional tax debits | -25,076 | -25,076 |
Unrealized loss (gain) on derivative liability | -37,181 | 11,117 |
Total Deferred Tax Assets | 18,979,203 | 16,988,023 |
Valuation Allowance | -18,979,203 | -16,988,023 |
Net Deferred Income Taxes |
Income_Taxes_Canadian_Combined
Income Taxes - Canadian Combined Statutory Rate to the Company's Effective Tax Rate (Details) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Statutory rate | 28.00% | 28.00% |
Rate differences | 0.00% | 0.00% |
Changes in tax rate | 0.00% | 0.00% |
Other | 0.00% | 0.00% |
Permanent differences | -1.30% | -5.20% |
Change in valuation allowance | -26.70% | -22.80% |
Effective tax rate | 0.00% | 0.00% |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Liabilities (Details) (USD $) | Oct. 31, 2014 | Oct. 31, 2013 |
Payables and Accruals [Abstract] | ||
Accounts Payable | $289,054 | $253,618 |
Income Tax Reserve | 321,460 | 220,000 |
Research and Development | 17,004 | 34,901 |
Investor Relations | 11,738 | 20,602 |
Patent Application Costs | 5,026 | 10,430 |
Legal Fees | 316,127 | 273,731 |
Settlement of Lawsuit | 199,000 | |
Accounting Fees | 60,400 | 37,833 |
Total | $1,020,809 | $1,050,115 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details Narrative) (USD $) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Stock-based Compensation Details Narrative | ||
Stock-based employee compensation related to stock options | $0 | $0 |
Market price value per share | $0.10 |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Common Stock Options Granted, Forfeited or Expired and Exercised Under Plan (Details) (USD $) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Stock-based Compensation - Summary Of Common Stock Options Granted Forfeited Or Expired And Exercised Under Plan Details | ||
Options, Outstanding beginning balance | 30,000 | 30,000 |
Options, Granted | ||
Options, Forfeited/Expired | ||
Options, Exercised | ||
Options, Outstanding ending balance | 30,000 | 30,000 |
Weighted Average Exercise price, Beginning balance | $0.90 | $0.90 |
Weighted Average Exercise price, Granted | ||
Weighted Average Exercise price, Forfeited/Expired | ||
Weighted Average Exercise price, Exercised | ||
Weighted Average Exercise price, Ending balance | $0.90 | $0.90 |
StockBased_Compensation_Summar1
Stock-Based Compensation - Summarizes Information on Stock Options Outstanding (Details) (USD $) | 12 Months Ended |
Oct. 31, 2014 | |
Options Outstanding and Exercisable, Number Outstanding | 30,000 |
Options Outstanding and Exercisable, Weighted Average Remaining Life (Years) | 4 years 9 months |
Weighted Average Excercise Price Zero Point Nine Zero [Member] | |
Options Outstanding and Exercisable, Number Outstanding | 30,000 |
Options Outstanding and Exercisable, Weighted Average Exercise Price | 0.9 |
Options Outstanding and Exercisable, Aggregate Intrinsic Value | 0 |
Weighted Average Excercise Price Zero Point Nine Zero [Member] | |
Options Outstanding and Exercisable, Weighted Average Remaining Life (Years) | 4 years 9 months |
StockBased_Compensation_Fair_V
Stock-Based Compensation - Fair Value and Received From Exercise Of Stock Option (Details) (USD $) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Stock-based Compensation - Fair Value And Received From Exercise Of Stock Option Details | ||
Weighted Average Fair Value of Options Granted | ||
Cash Received for Exercise of Stock Options |
Notes_Payable_Details_Narrativ
Notes Payable (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |
Nov. 19, 2012 | Oct. 31, 2014 | Oct. 31, 2013 | 23-May-14 | |
NotesPayableLineItems [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $350,000 | |||
Line of credit facility original issue discount | 50,000 | |||
Line of credit facility, interest rate during period | 5.00% | |||
Lenders right relating to notes payable description | The Lender has the right at any time to convert all or part of the outstanding principal and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Company at a price equal to the lesser of $0.23 and 60% of the lowest trade price in the 25 trading days previous to the conversion. | |||
Conversion price per share | $0.23 | |||
Percentage of lowest trading price of debt instrument on before conversion | 60.00% | |||
Line of credit facility common stock outstanding percentage | 4.99% | |||
Loss (Gain) on Change in Fair Value of Derivative Liability | -142,054 | 116,663 | ||
Debt principle amount | 83,459 | |||
Debt plus interest and original issue discount | 18,532 | |||
Conversion of debt into common stock | 1,352,991 | |||
LG Capital Funding, LLC and Adar Bays, LLC [Member] | ||||
NotesPayableLineItems [Line Items] | ||||
Proceeds from issuance of promissory note | $52,500 | |||
Debt instruments interest rate | 8.00% | |||
Debt instrument maturity Date | 23-May-15 | |||
LG Capital Funding [Member] | ||||
NotesPayableLineItems [Line Items] | ||||
Conversion price per share | $0.06 | |||
Debt converted into stock discount | 42.00% | |||
Debt penalties for issued date below 60 days | 130.00% | |||
Debt penalties for issued date After 60 days | 140.00% |
Notes_Payable_Summary_of_Notes
Notes Payable - Summary of Notes Payable (Details) (USD $) | Oct. 31, 2014 | Oct. 31, 2013 |
Short-term Debt [Line Items] | ||
Debt Discount - value attributable to conversion feature attached to notes, net of accumulated amortization of $11,983 | ($120,666) | ($48,017) |
Total | 71,863 | 11,983 |
Less: Current portion | 71,863 | 11,983 |
Total Long-term portion | ||
Convertible Note Payable, Due June 27, 2014 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Payable | 25,000 | |
Convertible Note Payable, Due September 26, 2014 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Payable | 35,000 | |
Convertible Note Payable, Due February 20, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Payable | 12,529 | |
Convertible Notes Payable, Due May 23, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Payable | 105,000 | |
Convertible Note Payable, Due June 23, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Payable | 40,000 | |
Convertible Note Payable, Due October 22, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Payable | $35,000 |
Notes_Payable_Summary_of_Notes1
Notes Payable - Summary of Notes Payable (Details) (Parenthetical) (USD $) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Net of accumulated amortization | 71,863 | 11,983 |
Convertible Note Payable, Due February 20, 2015 [Member] | ||
Convertible Note Payable, maturity date | 20-Feb-15 | |
Convertible Notes Payable, Due May 23, 2015 [Member] | ||
Convertible Note Payable, maturity date | 23-May-15 | |
Convertible Note Payable, Due June 23, 2015 [Member] | ||
Convertible Note Payable, maturity date | 23-Jun-15 | |
Convertible Note Payable, Due October 22, 2015 [Member] | ||
Convertible Note Payable, maturity date | 22-Oct-15 | |
Convertible Note Payable, Due June 27, 2014 [Member] | ||
Convertible Note Payable, maturity date | 27-Jun-14 | |
Convertible Note Payable, Due September 26, 2014 [Member] | ||
Convertible Note Payable, maturity date | 26-Sep-14 |
Derivative_Liabilities_Details
Derivative Liabilities (Details Narrative) (USD $) | 12 Months Ended | ||
Oct. 31, 2014 | Oct. 31, 2013 | Nov. 19, 2012 | |
DerivativeLiabilitiesLineItems [Line Items] | |||
Derivative liabilities | $369,738 | $135,000 | |
Conversion price per share | $0.23 | ||
Fair value assumptions, risk free interest rate | 0.11% | ||
Minimum [Member] | |||
DerivativeLiabilitiesLineItems [Line Items] | |||
Fair value assumptions, expected term | 11 months 9 days | ||
Maximum [Member] | |||
DerivativeLiabilitiesLineItems [Line Items] | |||
Fair value assumptions, expected term | 3 months 22 days | ||
LG Capital Funding [Member] | |||
DerivativeLiabilitiesLineItems [Line Items] | |||
Conversion price per share | $0.06 | ||
Fair value assumptions, risk free interest rate | 0.11% | ||
Fair value assumptions, expected term | 1 year | ||
Fair value assumptions, expected dividend rate | 0.00% | ||
LG Capital Funding [Member] | Minimum [Member] | |||
DerivativeLiabilitiesLineItems [Line Items] | |||
Fair value assumptions, expected volatility rate | 170.00% | ||
LG Capital Funding [Member] | Maximum [Member] | |||
DerivativeLiabilitiesLineItems [Line Items] | |||
Fair value assumptions, expected volatility rate | 195.00% | ||
JMJ Notes [Member] | |||
DerivativeLiabilitiesLineItems [Line Items] | |||
Conversion price per share | $0.06 |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Fair Value of Liabilities Measured on Recurring Basis (Details) (USD $) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Derivative liability on notes payable | $201,260 | $99,702 |
Total Increase (Reduction) in Fair Value Recorded | -142,054 | |
Quoted Prices In Active Markets For Identical Assets Or Liabilities (Level 1) [Member] | ||
Derivative liability on notes payable | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Derivative liability on notes payable | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Derivative liability on notes payable | $201,260 |
Fair_Value_Measurements_Schedu1
Fair Value Measurements - Schedule of Fair Value of Estimated Derivative Liabilities Weighted Average Assumption (Details) (USD $) | 12 Months Ended |
Oct. 31, 2014 | |
Dividend yield | |
Risk-free interest rate | 0.11% |
Minimum [Member] | |
Fair value | $0.06 |
Expected volatility | 162.00% |
Expected term (in years) | 11 months 9 days |
Maximum [Member] | |
Fair value | $0.06 |
Expected volatility | 169.00% |
Expected term (in years) | 3 months 22 days |
Fair_Value_Measurements_Schedu2
Fair Value Measurements - Schedule of Changes in Fair Value of Financial Liabilities or Derivative Liabilities (Details) (USD $) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Fair Value Disclosures [Abstract] | ||
Balance at beginning of period | $99,702 | |
Additions to derivative instruments | 369,738 | 135,000 |
Change in fair value of derivative liabilities | -142,054 | 116,663 |
Settlements | -126,126 | 151,961 |
Balance at end of period | $201,260 | $99,702 |
Debentures_Payable_Details_Nar
Debentures Payable (Details Narrative) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | ||||
Oct. 31, 2014 | Oct. 31, 2013 | Jun. 30, 2013 | 31-May-13 | Feb. 28, 2013 | Sep. 17, 2014 | Nov. 19, 2012 | |
Short-term Debt [Line Items] | |||||||
Conversion price per share | $0.23 | ||||||
Proceeds from warrants | $306,900 | ||||||
Risk-free interest rate | 0.11% | ||||||
Number of shares issued for conversion | 255,000 | ||||||
Minimum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Expected life term | 11 months 9 days | ||||||
Maximum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Expected life term | 3 months 22 days | ||||||
Warrant [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt instrument term | 3 years | 3 years | 3 years | ||||
Series A Convertible Debenture [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt conversation amount | 288,584 | ||||||
Debt instrument, interest rate terms | 10.00% | ||||||
Debt instrument term | 3 years | ||||||
Conversion price per share | 0.25 | $0.11 | |||||
Debt Instrument, Redemption, Description | The warrants entitle the holder to purchase 2 times the number of common shares of the Company’s stock allowed in conjunction with the debentures at any time up to three years. | ||||||
Number of shares issued for conversion | 9,427,576 | ||||||
Series B Convertible Debenture [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Debt instrument, interest rate terms | 10.00% | 10.00% | |||||
Debt instrument term | 3 years | 3 years | |||||
Conversion price per share | 0.25 | 0.25 | $0.11 | ||||
Debt Instrument, Redemption, Description | The warrants entitle the holder to purchase 1.5 times the number of common shares of the Company’s stock allowed in conjunction with the debentures at a price of $0.15 at any time up to three years | The warrants entitle the holder to purchase 1.5 times the number of common shares of the Company’s stock allowed in conjunction with the debentures at a price of $0.15 at any time up to three years. | |||||
Debt instrument face amount | 148,653 | 500,000 | |||||
Proceeds from warrants | 343,996 | ||||||
Increase in additional paid in capital and debt discount | 650,896 | ||||||
Number of shares issued for conversion | 9,427,576 | ||||||
Series B Convertible Debenture [Member] | Warrant [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Risk-free interest rate | 0.18% | ||||||
Expected life term | 3 years | ||||||
Expected dividend rate | 0.00% | ||||||
Series B Convertible Debenture [Member] | Warrant [Member] | Minimum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Expected volatility rate | 176.00% | ||||||
Series B Convertible Debenture [Member] | Warrant [Member] | Maximum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Expected volatility rate | 195.00% | ||||||
Debt Conversion Price One [Member] | Warrant [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Conversion price per share | $0.25 | ||||||
Debt Conversion Price Two [Member] | Warrant [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Conversion price per share | $0.15 | ||||||
Convertible Debenture [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Additional beneficial conversion charge | 745,121 | ||||||
Interest expense | $219,400 | ||||||
Convertible Debenture [Member] | Minimum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Conversion price per share | $0.11 | ||||||
Convertible Debenture [Member] | Maximum [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Conversion price per share | $0.25 |
Debentures_Payable_Schedule_of
Debentures Payable - Schedule of Debenture Payable (Details) (USD $) | Oct. 31, 2014 | Oct. 31, 2013 |
Short-term Debt [Line Items] | ||
Debt Discount | ($634,047) | |
Total | 303,190 | |
Less: Current portion | ||
Total Long-term portion | 303,190 | |
Series A Convertible Debentures Payable, Maturity at February 27, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Debentures Payable | 288,584 | |
Series B Convertible Debentures Payable, Maturity at May 31, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Debentures Payable | 500,000 | |
Series B Convertible Debentures Payable, Maturity at June 3, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Debentures Payable | $148,653 |
Debentures_Payable_Schedule_of1
Debentures Payable - Schedule of Debenture Payable (Details) (Parenthetical) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Series A Convertible Debentures Payable, Maturity at February 27, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Debentures Payable, interest rate | 10.00% | 10.00% |
Convertible Debentures Payable, maturity date | 27-Feb-16 | 27-Feb-16 |
Series B Convertible Debentures Payable, Maturity at May 31, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Debentures Payable, interest rate | 10.00% | 10.00% |
Convertible Debentures Payable, maturity date | 31-May-16 | 31-May-16 |
Series B Convertible Debentures Payable, Maturity at June 3, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Debentures Payable, interest rate | 10.00% | 10.00% |
Convertible Debentures Payable, maturity date | 3-Jun-16 | 3-Jun-16 |
Warrants_Schedule_of_Warrants_
Warrants - Schedule of Warrants Outstanding (Details) | Oct. 31, 2014 | Oct. 31, 2013 |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 8,457,500 | 8,332,500 |
Issued To Flow Capital Advisors Inc On Settlement Of Lawsuit In August 2011, Entitling The Holder To Purchase 1 Common Share In The Company At An Exercise Price Of $0.30 Per Common Share Up To And Including August 23, 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 250,000 | 250,000 |
Issued To Flow Capital Advisors Inc On Settlement Of Lawsuit In August 2011, Entitling The Holder To Purchase 1 Common Share In The Company At An Exercise Price Of $0.50 Per Common Share Up To And Including August 23, 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 250,000 | 250,000 |
Issued To Flow Capital Advisors Inc On Settlement Of Lawsuit In August 2011, Entitling The Holder To Purchase 1 Common Share In The Company At An Exercise Price Of $0.75 Per Common Share Up To And Including August 23, 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 500,000 | 500,000 |
Issued To Flow Capital Advisors Inc. On Settlement Of Lawsuit August 2011, Entitling The Holder To Purchase 1 Common Share In The Company At An Exercise Price Of $1.00 Per Common Share Up To And Including August 23, 2016. [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 500,000 | 500,000 |
Issued To Flow Capital Advisors Inc On Settlement Of Lawsuit In August 2011, Entitling The Holder To Purchase 1 Common Share In The Company At An Exercise Price Of $0.75 Per Common Share Up To And Including August 23, 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 500,000 | 500,000 |
Issued to debenture holders February 2013 entitling the holders to purchase 1 common share in the Company at an exercise price of $0.15 per common share up to and including February 27, 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 600,000 | 600,000 |
Issued to debenture holders May 2013 entitling the holders to purchase 1 common share in the Company at an exercise price of $0.14 per common share up to and including June 3, 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 750,000 | 750,000 |
Issued To Debenture Holders June 2013 Entitling The Holders To Purchase 1 Common Share In The Company At An Exercise Price Of $0.15 Per Common Share Up To And Including June 3, 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 232,500 | 232,500 |
Issued to consultants August 5, 2013, entitling the holders to purchase 2,500,000 common shares in the Company at an exercise price of $0.15 per common share up to and including August 4, 2023 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 2,500,000 | 2,500,000 |
Issued to consultants August 5, 2013, entitling the holders to purchase 1,500,000 common shares in the Company at an exercise price of $0.10 per common share up to and including August 4, 2023 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 1,500,000 | 1,500,000 |
Issued to consultant September 3, 2013, entitling the holder to purchase 500,000 common shares in the Company at an exercise price of $0.50 per common share up to and including July 31, 2018 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 500,000 | 500,000 |
Issued to shareholder October 29, 2013, entitling the holder to purchase 250,000 common shares in the Company at an exercise price of $0.15 per common share up to and including October 29, 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 250,000 | 250,000 |
Issued to shareholder November 7, 2013, entitling the holder to purchase 1 common shares in the Company at an exercise price of $0.15 per common share up to and including November 7, 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 125,000 |
Warrants_Schedule_of_Warrants_1
Warrants - Schedule of Warrants Outstanding (Details) (Parenthetical) (USD $) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Issued To Flow Capital Advisors Inc On Settlement Of Lawsuit In August 2011, Entitling The Holder To Purchase 1 Common Share In The Company At An Exercise Price Of $0.30 Per Common Share Up To And Including August 23, 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant, exchange ratio to common stock | 1 | 1 |
Warrants, exercise price | $0.30 | $0.30 |
Warrant, last exercisable date | 23-Aug-16 | 23-Aug-16 |
Issued To Flow Capital Advisors Inc On Settlement Of Lawsuit In August 2011, Entitling The Holder To Purchase 1 Common Share In The Company At An Exercise Price Of $0.50 Per Common Share Up To And Including August 23, 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant, exchange ratio to common stock | 1 | 1 |
Warrants, exercise price | $0.50 | $0.50 |
Warrant, last exercisable date | 23-Aug-16 | 23-Aug-16 |
Issued To Flow Capital Advisors Inc On Settlement Of Lawsuit In August 2011, Entitling The Holder To Purchase 1 Common Share In The Company At An Exercise Price Of $0.75 Per Common Share Up To And Including August 23, 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant, exchange ratio to common stock | 1 | 1 |
Warrants, exercise price | $0.75 | $0.75 |
Warrant, last exercisable date | 23-Aug-16 | 23-Aug-16 |
Issued To Flow Capital Advisors Inc. On Settlement Of Lawsuit August 2011, Entitling The Holder To Purchase 1 Common Share In The Company At An Exercise Price Of $1.00 Per Common Share Up To And Including August 23, 2016. [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant, exchange ratio to common stock | 1 | 1 |
Warrants, exercise price | $1 | $1 |
Warrant, last exercisable date | 23-Aug-16 | 23-Aug-16 |
Issued To Flow Capital Advisors Inc On Settlement Of Lawsuit In August 2011, Entitling The Holder To Purchase 1 Common Share In The Company At An Exercise Price Of $0.75 Per Common Share Up To And Including August 23, 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant, exchange ratio to common stock | 1 | 1 |
Warrants, exercise price | $0.75 | $0.75 |
Warrant, last exercisable date | 23-Aug-16 | 23-Aug-16 |
Issued to debenture holders February 2013 entitling the holders to purchase 1 common share in the Company at an exercise price of $0.15 per common share up to and including February 27, 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant, exchange ratio to common stock | 1 | 1 |
Warrants, exercise price | $0.15 | $0.15 |
Warrant, last exercisable date | 27-Feb-16 | 27-Feb-16 |
Issued to debenture holders May 2013 entitling the holders to purchase 1 common share in the Company at an exercise price of $0.14 per common share up to and including June 3, 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant, exchange ratio to common stock | 1 | 1 |
Warrants, exercise price | $0.14 | $0.14 |
Warrant, last exercisable date | 3-Jun-16 | 3-Jun-16 |
Issued To Debenture Holders June 2013 Entitling The Holders To Purchase 1 Common Share In The Company At An Exercise Price Of $0.15 Per Common Share Up To And Including June 3, 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant, exchange ratio to common stock | 1 | 1 |
Warrants, exercise price | $0.15 | $0.15 |
Warrant, last exercisable date | 3-Jun-16 | 3-Jun-16 |
Issued to consultants August 5, 2013, entitling the holders to purchase 2,500,000 common shares in the Company at an exercise price of $0.15 per common share up to and including August 4, 2023 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant, exchange ratio to common stock | 2,500,000 | 2,500,000 |
Warrants, exercise price | $0.15 | $0.15 |
Warrant, last exercisable date | 4-Aug-23 | 4-Aug-23 |
Issued to consultants August 5, 2013, entitling the holders to purchase 1,500,000 common shares in the Company at an exercise price of $0.10 per common share up to and including August 4, 2023 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant, exchange ratio to common stock | 1,500,000 | 1,500,000 |
Warrants, exercise price | $0.10 | $0.10 |
Warrant, last exercisable date | 4-Aug-23 | 4-Aug-23 |
Issued to consultant September 3, 2013, entitling the holder to purchase 500,000 common shares in the Company at an exercise price of $0.50 per common share up to and including July 31, 2018 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant, exchange ratio to common stock | 500,000 | 500,000 |
Warrants, exercise price | $0.50 | $0.50 |
Warrant, last exercisable date | 31-Jul-18 | 31-Jul-18 |
Issued to shareholder October 29, 2013, entitling the holder to purchase 250,000 common shares in the Company at an exercise price of $0.15 per common share up to and including October 29, 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant, exchange ratio to common stock | 250,000 | 250,000 |
Warrants, exercise price | $0.15 | $0.15 |
Warrant, last exercisable date | 29-Oct-16 | 29-Oct-16 |
Issued to shareholder November 7, 2013, entitling the holder to purchase 1 common shares in the Company at an exercise price of $0.15 per common share up to and including November 7, 2016 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrant, exchange ratio to common stock | 1 | 1 |
Warrants, exercise price | $0.15 | $0.15 |
Warrant, last exercisable date | 7-Nov-13 | 7-Nov-13 |
Authorized_Share_Capital_Detai
Authorized Share Capital (Details Narrative) (USD $) | 0 Months Ended | ||||
Apr. 23, 2010 | Oct. 31, 2014 | Oct. 31, 2013 | Jan. 17, 2013 | Sep. 30, 2009 | |
Common stock shares, authorized | 150,000,000 | 150,000,000 | 500,000,000 | ||
Excess of common stock authorized | 150,000,000 | 650,000,000 | |||
Common stock, par value | $0.00 | $0.00 | $0.00 | ||
Capital stock issued, par value | $0.00 | ||||
Common stock authorized shares increased | 150,000,000 | ||||
Minimum [Member] | |||||
Capital stock authorized | 70,044,000 | ||||
Maximum [Member] | |||||
Capital stock authorized | 700,440,000 | ||||
Board of Directors Chairman [Member] | |||||
Common stock shares, authorized | 65,000,000 | ||||
Reverse stock split | ratio of one-for-ten and the reverse split was effective June 20, 2010. | ||||
Preferred Stock [Member] | |||||
Capital stock authorized | 5,000,000 | ||||
Common Stock [Member] | |||||
Capital stock authorized | 65,000,000 | ||||
Series 2 Class B Common Stock [Member] | |||||
Capital stock authorized | 40,000 | ||||
Series 3 Class B Common Stock [Member] | |||||
Capital stock authorized | 4,000 |
Issuance_of_Common_Stock_Sched
Issuance of Common Stock - Schedule of Common Stock Issue (Details) (Common Stock [Member], USD $) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Common Stock [Member] | ||
Issuance to third parties for services rendered | $100,734 | $257,025 |
Issuance to third parties for services rendered, shares | 679,615 | 907,582 |
Issuance to third parties for cash | 50,000 | 100,000 |
Issuance to third parties for cash, shares | 200,000 | 400,000 |
Issuance to third parties on exercise of conversion of notes payable | 101,991 | 91,882 |
Issuance to third parties on exercise of conversion of notes payable, shares | 1,352,991 | 919,847 |
Issued to debenture holders on exercise of conversion of debentures payable | 1,035,333 | |
Issued to debenture holders on exercise of conversion of debentures payable, shares | 9,427,576 | |
Issued to minority shareholders on exchange of their shares in subsidiary for shares in the Company. | ||
Issued to minority shareholders on exchange of their shares in subsidiary for shares in the Company, shares | 296,538 |
Redemption_of_Class_B_Common_S1
Redemption of Class B Common Stock (Details Narrative) (Class B Common Stock [Member], USD $) | Feb. 28, 2011 |
Class B Common Stock [Member] | |
Redemption price, par value | $0.00 |
Net_Loss_per_Share_Details_Nar
Net Loss per Share (Details Narrative) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Earnings Per Share [Abstract] | ||
Incremental shares excluded from computation of diluted earning per share | 12,195,822 | 12,896,786 |
Net_Loss_per_Share_Computation
Net Loss per Share - Computation of Weighted Average Shares Outstanding for Calculating Basic and Diluted Earnings Per Share (Details) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Earnings Per Share [Abstract] | ||
Weighted-average shares - basic | 61,701,832 | 57,171,924 |
Effect of dilutive securities | ||
Weighted-average shares - diluted | 61,701,832 | 57,171,924 |
Commitments_and_Contingent_Lia2
Commitments and Contingent Liabilities (Details Narrative) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |
Jan. 03, 2014 | Apr. 22, 2009 | Oct. 31, 2014 | Oct. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Lease expense | $70,374 | $60,513 | ||
Former employee related claims | 514,000 | |||
Litigation amount | $10,000 | |||
Payment of litigation amount by shares | 700,000 |
Commitments_and_Contingent_Lia3
Commitments and Contingent Liabilities - Schedule of Aggregate Minimum Annual Lease Commitments (Details) (USD $) | Oct. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $49,891 |
2016 | 51,152 |
Thereafter | 42,627 |
Total Minimum Lease Payments | $143,670 |
Supplemental_Disclosure_of_Cas2
Supplemental Disclosure of Cash Flow Information - Cash Flow Supplemental Disclosures (Details) (USD $) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid during the period for: Interest | $16,901 | $28,116 |
Cash paid during the period for: Income taxes | ||
Conversion of shareholder loan and accrued expenses to debentures | 255,000 | |
Conversion of notes payable including principal, interest and original issue discount | 101,991 | 91,882 |
Value of beneficial conversion feature and warrants issued with debentures issued during the year | 745,121 | 746,656 |
Settlement of accrued legal by issuance of common shares | $189,000 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 12 Months Ended | 1 Months Ended | |||||
Oct. 31, 2014 | Oct. 31, 2013 | Feb. 28, 2015 | Nov. 30, 2014 | Jan. 31, 2015 | Dec. 31, 2014 | Nov. 20, 2014 | |
Notes payable | ($71,863) | ($11,983) | |||||
Conversion of notes payable into common stock | 255,000 | ||||||
Subsequent Event [Member] | |||||||
Conversion of notes payable into common stock | 227,273 | ||||||
Stockholders's loan | 22,856 | ||||||
Subsequent Event [Member] | JMJ [Member] | |||||||
Notes payable | 12,259 | ||||||
Conversion of notes payable into common stock | 299,679 | ||||||
Subsequent Event [Member] | Chicago Ventures [Member] | |||||||
Advanced by related party | 50,000 | ||||||
Note payable bearing interest rate | 10.00% | ||||||
Note payable maturity year | 1 year | ||||||
Common stock of discount rate | 40.00% | ||||||
Subsequent Event [Member] | IBC Funds, LLC [Member] | |||||||
Notes payable | 10,005 | 39,360 | 12,240 | ||||
Conversion of notes payable into common stock | 290,000 | 4,000,000 | 2,000,000 | ||||
Common stock of discount rate | 40.00% | ||||||
Original debt amount | 78,026 | ||||||
Subsequent Event [Member] | LG Capital [Member] | |||||||
Notes payable | 18,000 | 15,000 | |||||
Conversion of notes payable into common stock | 1,588,242 | 690,281 | |||||
Advanced by related party | 50,000 | ||||||
Note payable bearing interest rate | 8.00% | ||||||
Note payable maturity year | 1 year | ||||||
Common stock of discount rate | 42.00% | ||||||
Subsequent Event [Member] | Adar Bays [Member] | |||||||
Notes payable | $25,800 | $5,000 | |||||
Conversion of notes payable into common stock | 1,761,660 | 287,356 |