Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Jan. 31, 2015 | Mar. 12, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | CardioGenics Holdings Inc. | |
Entity Central Index Key | 1089029 | |
Document Type | 10-Q | |
Document Period End Date | 31-Jan-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -21 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock Shares Outstanding | 63,312,279 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jan. 31, 2015 | Oct. 31, 2014 |
Current Assets | ||
Cash and Cash Equivalents | $84,620 | $70,676 |
Accounts Receivable | 202 | 228 |
Refundable Taxes Receivable | 2,818 | 2,625 |
Current Assets, Total | 87,640 | 73,529 |
Long-Term Assets | ||
Deposits and Prepaid Expenses | 40,976 | 45,576 |
Property and Equipment, net | 40,707 | 42,693 |
Patents, net | 102,869 | 108,132 |
Long Term Assets, Total | 184,552 | 196,401 |
Total Assets | 272,192 | 269,930 |
Current Liabilities | ||
Accounts Payable and Accrued Expenses | 955,790 | 1,020,809 |
Funds Held in Trust for Redemption of Class B Common Shares | 4 | 4 |
Due to Shareholders | 127,535 | 131,052 |
Notes Payable, net of debt discount | 89,820 | 71,863 |
Derivative Liabilities on Notes Payable | 647,729 | 201,260 |
Total Liabilities | 1,820,878 | 1,424,988 |
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, 58,300,597 and 47,383,379 common shares and 24,176,927 and 24,176,927 exchangeable shares issued and outstanding as of January 31, 2015 and October 31, 2014, respectively | 801 | 692 |
Additional paid-in capital | 47,029,465 | 46,505,954 |
Accumulated deficit | -48,698,576 | -47,637,746 |
Accumulated other comprehensive income (loss) | 119,624 | -23,958 |
Total Deficiency | -1,548,686 | -1,155,058 |
Total liabilities and deficiency | $272,192 | $269,930 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Jan. 31, 2015 | Oct. 31, 2014 |
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 | 58,300,597 | 47,383,379 |
Common stock, shares outstanding | 58,300,597 | 47,383,379 |
Exchangeable Shares [Member] | ||
Common stock, shares issued | 24,176,927 | 24,176,927 |
Common stock, shares outstanding | 24,176,927 | 24,176,927 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating Expenses | ||
Depreciation and Amortization of Property and Equipment | 1,986 | 2,743 |
Amortization of Patent Application Costs | 2,379 | 1,726 |
General and Administrative | 133,611 | 172,218 |
Research and Product Development, Net of Investment Tax Credits | 67,720 | 85,483 |
Total operating expenses | 205,696 | 262,170 |
Operating Loss | -205,696 | -262,170 |
Other Expenses | ||
Interest Expense and Bank Charges, Net | 159,115 | 111,922 |
Loss (Gain) on Change in Value of Derivative Liability | 652,348 | -22,646 |
Loss on Foreign Exchange Transactions | 43,671 | 56,945 |
Total other expenses | 855,134 | 146,221 |
Net Loss | ($1,060,830) | ($408,391) |
Basic and Fully Diluted Net Loss per Common Share | ($0.01) | ($0.01) |
Weighted-average shares of Common Stock outstanding | 74,095,036 | 59,401,454 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | ||
Net Loss | ($1,060,830) | ($408,391) |
Other comprehensive income, currency translation adjustments | 143,582 | 104,878 |
Comprehensive loss | ($917,248) | ($303,513) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Changes in Deficiency (Unaudited) (USD $) | 3 Months Ended |
Jan. 31, 2015 | |
Balance | ($1,155,058) |
Issuance of common shares on conversion of notes payable November 2014 | 22,534 |
Issuance of common shares on conversion of notes payable December 2014 | 32,260 |
Issuance of common shares on conversion of notes payable January 2015 | 83,127 |
Settlement of derivative value of notes payable on conversion to common shares | 385,699 |
Comprehensive Income (Loss): | |
Net Loss | -1,060,830 |
Other Comprehensive Income | |
Currency Translation Adjustment | 143,582 |
Total Comprehensive Income (Loss) | -917,248 |
Balance | -1,548,686 |
Common Stock [Member] | |
Balance | 692 |
Balance, shares | 71,560,306 |
Issuance of common shares on conversion of notes payable November 2014 | 6 |
Issuance of common shares on conversion of notes payable November 2014, shares | 589,679 |
Issuance of common shares on conversion of notes payable December 2014 | 30 |
Issuance of common shares on conversion of notes payable December 2014, shares | 2,977,637 |
Issuance of common shares on conversion of notes payable January 2015 | 73 |
Issuance of common shares on conversion of notes payable January 2015, shares | 7,349,902 |
Other Comprehensive Income | |
Balance | 801 |
Balance, shares | 82,477,524 |
Additional Paid-In Capital [Member] | |
Balance | 46,505,954 |
Issuance of common shares on conversion of notes payable November 2014 | 22,528 |
Issuance of common shares on conversion of notes payable December 2014 | 32,230 |
Issuance of common shares on conversion of notes payable January 2015 | 83,054 |
Settlement of derivative value of notes payable on conversion to common shares | 385,699 |
Other Comprehensive Income | |
Balance | 47,029,465 |
Accumulated Deficit [Member] | |
Balance | -47,637,746 |
Comprehensive Income (Loss): | |
Net Loss | -1,060,830 |
Other Comprehensive Income | |
Total Comprehensive Income (Loss) | -1,060,830 |
Balance | -48,698,576 |
Accumulated Other Comprehensive Income (Loss) [Member] | |
Balance | -23,958 |
Other Comprehensive Income | |
Currency Translation Adjustment | 143,582 |
Total Comprehensive Income (Loss) | 143,582 |
Balance | $119,624 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | ($1,060,830) | ($408,391) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,986 | 2,743 |
Amortization of Patent Application Costs | 2,379 | 1,726 |
Loss (Gain) on Change in Value of Derivative Liability | 652,348 | -22,646 |
Interest and Discount on Notes Payable | 152,781 | 19,094 |
Amortization of Discount on Debentures Payable | 63,078 | |
Changes in working capital items: | ||
Accounts receivable | 26 | 15 |
Deposits and Prepaid Expenses | 4,600 | 3,145 |
Refundable Taxes Receivable | -193 | -1,003 |
Receivable | 5,929 | |
Accounts Payable and Accrued Expenses | 36,733 | 119,250 |
Net cash used in operating activities | -210,170 | -217,060 |
Cash flows from financing activities: | ||
Proceeds from Notes Payable | 185,276 | |
Due to Shareholders | -3,517 | |
Issue of Common Shares for Cash | 50,000 | |
Net cash provided by financing activities | 181,759 | 50,000 |
Effects of exchange rate changes on cash | 42,355 | 25,740 |
Net increase (decrease) in cash and cash equivalents | 13,944 | -141,320 |
Cash and cash equivalents, beginning of period | 70,676 | 263,103 |
Cash and cash equivalents, end of period | $84,620 | $121,783 |
Nature_of_Business
Nature of Business | 3 Months Ended | |
Jan. 31, 2015 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of Business | 1 | Nature of Business |
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 to the In Vitro Diagnostics testing market. CardioGenics has several test products that are in various stages of development. | ||
CardioGenics’ business is that of a development-stage company, with a limited history of operations and whose revenues, to date, have been primarily comprised of grant revenue and Scientific Research Tax Credits from government agencies. There can be no assurance that the Company will be successful in obtaining regulatory approval for the marketing of any of the existing or future products that the Company will succeed in developing. |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended | |
Jan. 31, 2015 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Presentation | 2 | Basis of Presentation |
In the opinion of management, the unaudited condensed interim consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the condensed interim consolidated financial position of CardioGenics Holdings Inc. and its subsidiaries under generally accepted accounting principles in the United States (“US GAAP”) as of January 31, 2015, their results of operations and cash flows for the three months ended January 31, 2015 and 2014, and the changes in deficiency for the three months ended January 31, 2015. CardioGenics Holdings Inc and its subsidiaries are referred to together herein as the “Company”. Pursuant to rules and regulations of the SEC, certain information and disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted from these consolidated financial statements unless significant changes have taken place since the end of the most recent fiscal year. Accordingly, these condensed interim consolidated financial statements should be read in conjunction with the consolidated financial statements, notes to consolidated financial statements and the other information in the audited consolidated financial statements of the Company as of October 31, 2014 and 2013 (the “Audited Financial Statements”) included in the Company’s Form 10-K that was previously filed with the SEC on February 12, 2015 and from which the October 31, 2014 consolidated balance sheet was derived. | ||
The results of the Company’s operations for the three months ended January 31, 2015 are not necessarily indicative of the results of operations to be expected for the full year ending October 31, 2015. | ||
The accompanying condensed interim 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 an accumulated deficit at January 31, 2015 of approximately $48.7 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 and manage costs, there are no assurances that such additional funding will be achieved and that it will succeed in its future operations. The accompanying condensed consolidated 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 | 3 Months Ended | |
Jan. 31, 2015 | ||
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 3 | Summary of Significant Accounting Policies. |
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 condensed consolidated balance sheet 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 balance sheet date. | ||
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. |
Income_Taxes
Income Taxes | 3 Months Ended | |
Jan. 31, 2015 | ||
Income Tax Disclosure [Abstract] | ||
Income Taxes | 4 | Income Taxes |
Based on the Company’s evaluation, management has concluded that there are no significant tax positions requiring recognition in the condensed interim consolidated financial statements. | ||
The Company has incurred losses in Canada since inception, which have generated net operating loss carryforwards for income tax purposes. The net operating loss carryforwards arising from Canadian sources as of January 31, 2015 approximated $6,987,000, which will expire from 2016 through 2035. All fiscal years except 2013 have been assessed. | ||
A 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. | ||
Returns required in the US for the years 2008 through 2014 are yet to be filed. As of January 31, 2015, the Company believes it has net operating loss carryforwards from US sources of approximately $44,624,000 available to reduce future Federal taxable income which will expire from 2019 through 2034 once all returns are filed. | ||
For the three months ended January 31, 2015 and 2014, the Company’s effective tax rate differs from the statutory rate principally due to the net operating losses for which no benefit was recorded. |
Notes_Payable
Notes Payable | 3 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Notes Payable | 5 | 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 owing 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 the 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; and, (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. | |||||||||
On November 12, 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. | |||||||||
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. | |||||||||
On December 15, 2014, the Company received $52,500 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. | |||||||||
A summary of the Notes Payable at January 31, 2015 and October 31, 2014 follows: | |||||||||
31-Jan-15 | 31-Oct-14 | ||||||||
Convertible Note Payable, due February 20, 2015 | $ | - | $ | 12,529 | |||||
Convertible Notes Payable, due May 23, 2015 | 41,200 | 105,000 | |||||||
Convertible Note Payable, due June 23, 2015 | 40,000 | 40,000 | |||||||
Convertible Note Payable, due October 22, 2015 | 35,000 | 35,000 | |||||||
Convertible Note Payable, due November 12, 2015 | 50,000 | - | |||||||
Convertible IBC Funds, LLC Payable, due November 21, 2015 | 16,421 | - | |||||||
Convertible Note Payable, due December 15, 2015 | 52,500 | - | |||||||
Debt Discount - value attributable to conversion feature attached to notes, net of accumulated amortization of $89,820 and $71,863 | (145,301 | ) | (120,666 | ) | |||||
Total | 89,820 | 71,863 | |||||||
Less: Current portion | 89,820 | 71,863 | |||||||
Total Long-term portion | $ | - | $ | - | |||||
As described in further detail in Note 6, “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. Upon conversion of the Notes to Common Stock, any remaining unamortized discount is charged to financing expense. |
Derivative_Liabilities
Derivative Liabilities | 3 Months Ended | |
Jan. 31, 2015 | ||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Liabilities | 6 | 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 a 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 $647,729 at January 31, 2015. 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 condensed consolidated statements of operations. The Company incurred a loss of $652,348 in the fair value for the three months ended January 31, 2015. | ||
The Company estimated the fair value of the embedded derivatives using a Black Scholes model with the following assumptions: conversion price $0.024 + $0.026 per share according to the agreements; risk free interest rate of .11%; expected life of 1 year; expected dividend of zero; a volatility factor of 223% to 342%, as of January 31, 2015. 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 | 3 Months Ended | |||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||
Fair Value Measurements | 7 | Fair Value Measurements | ||||||||||||||||||
As defined by the ASC, 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 January 31, 2015, 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 | 31-Jan-15 | Recorded at | |||||||||||||||
Location | Liabilities (Level 1) | (Level 2) | Inputs (Level 3) | Total | 31-Jan-15 | |||||||||||||||
Liabilities: | ||||||||||||||||||||
Derivative liability - Notes | $ | - | $ | - | $ | 647,729 | $ | 647,729 | $ | 652,348 | ||||||||||
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 three months ended January 31, 2015 and 2014. | ||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||
Balance at beginning of period | $ | 201,260 | $ | 99,702 | ||||||||||||||||
Additions to derivative instruments | 179,820 | - | ||||||||||||||||||
Change in fair value of derivative liabilities | 652,348 | (22,646 | ) | |||||||||||||||||
Settlements | (385,699 | ) | (18,400 | ) | ||||||||||||||||
Balance at end of period | $ | 647,729 | $ | 58,656 | ||||||||||||||||
Debentures_Payable
Debentures Payable | 3 Months Ended | |
Jan. 31, 2015 | ||
Debt Disclosure [Abstract] | ||
Debentures Payable | 8 | Debentures Payable |
In February 2013, shareholder loans 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 and June 2013, the Company sold Series B Convertible Debenture Units (the “B Units”). 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. | ||
On September 17, 2004, the Series A and Series B Convertible Debentures plus accrued interest were converted to 9,427,576 common shares. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Stock-Based Compensation | 9 | Stock Based Compensation | |||||||
Stock-based employee compensation related to stock options for the three months ended January 31, 2015 and 2014 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, 2013 | 30,000 | $ | 0.9 | ||||||
Granted | ▬ | ▬ | |||||||
Forfeited/Expired | ▬ | ▬ | |||||||
Exercised | ▬ | ▬ | |||||||
Outstanding – October 31, 2014 | 30,000 | $ | 0.9 | ||||||
Granted | ▬ | ▬ | |||||||
Forfeited/Expired | ▬ | ▬ | |||||||
Exercised | ▬ | ▬ | |||||||
Outstanding – January 31, 2015 | 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 January 31, 2015. |
Warrants
Warrants | 3 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Equity [Abstract] | |||||||||
Warrants | 10 | Warrants | |||||||
Outstanding warrants are as follows: | |||||||||
31-Jan-15 | 31-Oct-14 | ||||||||
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 $0.25 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 $0.15 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 in August 5, 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 August 4, 2023 | 2,500,000 | 2,500,000 | |||||||
Issued to consultants in August 5, 2013 entitling the holders to purchase 1 common share 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 in September 3, 2013 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 July 31, 2018 | 500,000 | 500,000 | |||||||
Issued to shareholder October 29, 2013 entitling the holder to purchase 1 common share 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 share in the Company at an exercise price of $0.15 per common share up to and including November 7, 2016 | 125,000 | 125,000 | |||||||
Total Warrants outstanding | 8,457,500 | 8,457,500 |
Issuance_of_Common_Stock
Issuance of Common Stock | 3 Months Ended | ||||
Jan. 31, 2015 | |||||
Equity [Abstract] | |||||
Issuance of Common Stock | 11 | Issuance of Common Stock | |||
On January 17, 2013, the Company’s articles of incorporation were amended to increase the total number of common and preferred shares authorized for issuance from 65,000,000 shares to 150,000,000 shares and 5,000,000 shares to 50,000,000 respectively, par value $0.00001 per share. | |||||
During the three months ended January 31, 2015, the Company issued the following common shares: | |||||
Issued on conversion of notes payable | 10,917,218 |
Net_Loss_per_Share
Net Loss per Share | 3 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Net Loss per Share | 12 | Net Loss per Share | |||||||
The following table sets forth the computation of weighted-average shares outstanding for calculating basic and diluted loss per share: | |||||||||
Three Months Ended | |||||||||
January 31, | |||||||||
2015 | 2014 | ||||||||
Weighted-average shares - basic | 74,095,036 | 59,401,454 | |||||||
Effect of dilutive securities | ▬ | ▬ | |||||||
Weighted-average shares - diluted | 74,095,036 | 59,401,454 | |||||||
Basic and diluted loss per share for the three months ended January 31, 2015 and 2014 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 representing 29,074,285 and 12,725,418 incremental shares, respectively, have been excluded from the three months ended January 31, 2015 and 2014 computations of diluted earnings per share as they are antidilutive given the net losses generated. |
Supplemental_Disclosure_of_Cas
Supplemental Disclosure of Cash Flow Information | 3 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Supplemental Cash Flow Elements [Abstract] | |||||||||
Supplemental Disclosure of Cash Flow Information | 13 | Supplemental Disclosure of Cash Flow Information | |||||||
For the Three Months Ended | |||||||||
January 31, | |||||||||
2015 | 2014 | ||||||||
Cash paid during the period for: | |||||||||
Interest | $ | 6,334 | $ | 3,856 | |||||
Income taxes | $ | ▬ | $ | ▬ | |||||
Non-cash financing activities: | |||||||||
Conversion of notes payable | $ | 137,921 | $ | 12,066 | |||||
Settlement of derivative liability | $ | 385,699 | $ | 18,400 | |||||
Issuance of shares on settlement of suit | $ | ▬ | $ | 189,000 |
Subsequent_Events
Subsequent Events | 3 Months Ended | ||
Jan. 31, 2015 | |||
Subsequent Events [Abstract] | |||
Subsequent Events | 14 | Subsequent Events | |
a. | In February 2015, an officer of the Company exchanged $22,856 in shareholder’s loans for 227,273 common shares of the Company. | ||
b. | In February 2015, the Company issued 100,000 common shares of the Company to a consultant in exchange for services rendered. | ||
c. | In February 2015, $10,561 in principal amount of LG Capital notes payable were converted to 1,456,703 common shares of the Company. | ||
d. | In February 2015, $21,700 in principal amount of Adar Bays notes payable were converted to 3,227,706 common shares of the Company. | ||
e. | In March 2015, the Company received $55,250 from Actus Private Equity 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 40% discount from the lowest closing price of the common shares over the prior 10 days. | ||
f. | In March 2015, $10,072 in principal amount of LG Capital notes payable were converted to 1,039,913 common shares of the Company. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jan. 31, 2015 | |
Accounting Policies [Abstract] | |
Derivative Instruments | 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 condensed consolidated balance sheet 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 balance sheet date. | |
Beneficial Conversion Charge | 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. |
Notes_Payable_Tables
Notes Payable (Tables) | 3 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Summary of Notes Payable | A summary of the Notes Payable at January 31, 2015 and October 31, 2014 follows: | ||||||||
31-Jan-15 | 31-Oct-14 | ||||||||
Convertible Note Payable, due February 20, 2015 | $ | - | $ | 12,529 | |||||
Convertible Notes Payable, due May 23, 2015 | 41,200 | 105,000 | |||||||
Convertible Note Payable, due June 23, 2015 | 40,000 | 40,000 | |||||||
Convertible Note Payable, due October 22, 2015 | 35,000 | 35,000 | |||||||
Convertible Note Payable, due November 12, 2015 | 50,000 | - | |||||||
Convertible IBC Funds, LLC Payable, due November 21, 2015 | 16,421 | - | |||||||
Convertible Note Payable, due December 15, 2015 | 52,500 | - | |||||||
Debt Discount - value attributable to conversion feature attached to notes, net of accumulated amortization of $89,820 and $71,863 | (145,301 | ) | (120,666 | ) | |||||
Total | 89,820 | 71,863 | |||||||
Less: Current portion | 89,820 | 71,863 | |||||||
Total Long-term portion | $ | - | $ | - |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||||||
Jan. 31, 2015 | ||||||||||||||||||||
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 January 31, 2015, 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 | 31-Jan-15 | Recorded at | |||||||||||||||
Location | Liabilities (Level 1) | (Level 2) | Inputs (Level 3) | Total | 31-Jan-15 | |||||||||||||||
Liabilities: | ||||||||||||||||||||
Derivative liability - Notes | $ | - | $ | - | $ | 647,729 | $ | 647,729 | $ | 652,348 | ||||||||||
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 three months ended January 31, 2015 and 2014. | |||||||||||||||||||
2015 | 2014 | |||||||||||||||||||
Balance at beginning of period | $ | 201,260 | $ | 99,702 | ||||||||||||||||
Additions to derivative instruments | 179,820 | - | ||||||||||||||||||
Change in fair value of derivative liabilities | 652,348 | (22,646 | ) | |||||||||||||||||
Settlements | (385,699 | ) | (18,400 | ) | ||||||||||||||||
Balance at end of period | $ | 647,729 | $ | 58,656 |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
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, 2013 | 30,000 | $ | 0.9 | ||||||
Granted | ▬ | ▬ | |||||||
Forfeited/Expired | ▬ | ▬ | |||||||
Exercised | ▬ | ▬ | |||||||
Outstanding – October 31, 2014 | 30,000 | $ | 0.9 | ||||||
Granted | ▬ | ▬ | |||||||
Forfeited/Expired | ▬ | ▬ | |||||||
Exercised | ▬ | ▬ | |||||||
Outstanding – January 31, 2015 | 30,000 | $ | 0.9 |
Warrants_Tables
Warrants (Tables) | 3 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Equity [Abstract] | |||||||||
Schedule of Warrants Outstanding | Outstanding warrants are as follows: | ||||||||
31-Jan-15 | 31-Oct-14 | ||||||||
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 $0.25 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 $0.15 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 in August 5, 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 August 4, 2023 | 2,500,000 | 2,500,000 | |||||||
Issued to consultants in August 5, 2013 entitling the holders to purchase 1 common share 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 in September 3, 2013 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 July 31, 2018 | 500,000 | 500,000 | |||||||
Issued to shareholder October 29, 2013 entitling the holder to purchase 1 common share 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 share in the Company at an exercise price of $0.15 per common share up to and including November 7, 2016 | 125,000 | 125,000 | |||||||
Total Warrants outstanding | 8,457,500 | 8,457,500 |
Issuance_of_Common_Stock_Table
Issuance of Common Stock (Tables) | 3 Months Ended | ||||
Jan. 31, 2015 | |||||
Equity [Abstract] | |||||
Schedule of Common Stock Issue | During the three months ended January 31, 2015, the Company issued the following common shares: | ||||
Issued on conversion of notes payable | 10,917,218 |
Net_Loss_per_Share_Tables
Net Loss per Share (Tables) | 3 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
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: | ||||||||
Three Months Ended | |||||||||
January 31, | |||||||||
2015 | 2014 | ||||||||
Weighted-average shares - basic | 74,095,036 | 59,401,454 | |||||||
Effect of dilutive securities | ▬ | ▬ | |||||||
Weighted-average shares - diluted | 74,095,036 | 59,401,454 |
Supplemental_Disclosure_of_Cas1
Supplemental Disclosure of Cash Flow Information (Tables) | 3 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Supplemental Cash Flow Information [Abstract] | |||||||||
Cash Flow Supplemental Disclosures | For the Three Months Ended | ||||||||
January 31, | |||||||||
2015 | 2014 | ||||||||
Cash paid during the period for: | |||||||||
Interest | $ | 6,334 | $ | 3,856 | |||||
Income taxes | $ | ▬ | $ | ▬ | |||||
Non-cash financing activities: | |||||||||
Conversion of notes payable | $ | 137,921 | $ | 12,066 | |||||
Settlement of derivative liability | $ | 385,699 | $ | 18,400 | |||||
Issuance of shares on settlement of suit | $ | ▬ | $ | 189,000 |
Basis_of_Presentation_Details_
Basis of Presentation (Details Narrative) (USD $) | Jan. 31, 2015 | Oct. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $48,698,576 | $47,637,746 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | Oct. 31, 2012 | |
Operating Loss Carryforwards [Line Items] | |||
Income tax benefits | |||
Canadian Taxation Authorities[Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry forwards | 6,987,000 | ||
Operating loss carry forwards expiration period | from 2016 through 2035 | ||
Research and development tax credit received refund amount | 81,460 | ||
U S [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry forwards | $44,624,000 | ||
Operating loss carry forwards expiration period | from 2019 through 2034 | ||
Federal taxable income returns for years | 2008 through 2014 |
Notes_Payable_Details_Narrativ
Notes Payable (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||
Nov. 19, 2012 | Jan. 31, 2015 | Jan. 31, 2014 | 23-May-14 | Nov. 12, 2014 | Nov. 20, 2014 | Dec. 15, 2014 | |
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% | ||||||
Debt in exchange to purchase common stock shares | 137,921 | 12,066 | |||||
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] | |||||||
Percentage of 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% | ||||||
Chicago Ventures [Member] | |||||||
NotesPayableLineItems [Line Items] | |||||||
Debt instruments interest rate | 10.00% | ||||||
Percentage of debt converted into stock discount | 40.00% | ||||||
Convertible note payable | 50,000 | ||||||
Debt term | 15 days | ||||||
IBC Funds, LLC [Member] | |||||||
NotesPayableLineItems [Line Items] | |||||||
Percentage of debt converted into stock discount | 40.00% | ||||||
Debt term | 15 days | ||||||
Debt in exchange to purchase common stock shares | 78,026 | ||||||
LG Capital Funding, LLC [Member] | |||||||
NotesPayableLineItems [Line Items] | |||||||
Debt instruments interest rate | 8.00% | ||||||
Percentage of debt converted into stock discount | 42.00% | ||||||
Convertible note payable | $52,500 | ||||||
Debt term | 15 days |
Notes_Payable_Summary_of_Notes
Notes Payable - Summary of Notes Payable (Details) (USD $) | Jan. 31, 2015 | Oct. 31, 2014 |
Short-term Debt [Line Items] | ||
Debt Discount - value attributable to conversion feature attached to notes, net of accumulated amortization of $89,820 and $71,863 | ($145,301) | ($120,666) |
Total | 89,820 | 71,863 |
Less: Current portion | 89,820 | 71,863 |
Total Long-term portion | ||
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 | 41,200 | 105,000 |
Convertible Note Payable, Due June 23, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Payable | 40,000 | 40,000 |
Convertible Note Payable, Due October 22, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Payable | 35,000 | 35,000 |
Convertible Note Payable, due November 12, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Payable | 50,000 | |
Convertible IBC Funds, LLC Payable, due November 21, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Payable | 16,421 | |
Convertible Note Payable, due December 15, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Payable | $52,500 |
Notes_Payable_Summary_of_Notes1
Notes Payable - Summary of Notes Payable (Details) (Parenthetical) (USD $) | 3 Months Ended | 12 Months Ended |
Jan. 31, 2015 | Oct. 31, 2014 | |
Net of accumulated amortization | 89,820 | 71,863 |
Convertible Notes Payable, Due May 23, 2015 [Member] | ||
Convertible Note Payable, maturity date | 23-May-15 | 23-May-15 |
Convertible Note Payable, Due June 23, 2015 [Member] | ||
Convertible Note Payable, maturity date | 23-Jun-15 | 23-Jun-15 |
Convertible Note Payable, Due October 22, 2015 [Member] | ||
Convertible Note Payable, maturity date | 22-Oct-15 | 22-Oct-15 |
Convertible Note Payable, due November 12, 2015 [Member] | ||
Convertible Note Payable, maturity date | 12-Nov-15 | |
Convertible IBC Funds, LLC Payable, due November 21, 2015 [Member] | ||
Convertible Note Payable, maturity date | 21-Nov-15 | |
Convertible Note Payable, due December 15, 2015 [Member] | ||
Convertible Note Payable, maturity date | 15-Dec-15 | |
Convertible Note Payable, Due February 20, 2015 [Member] | ||
Convertible Note Payable, maturity date | 20-Feb-15 |
Derivative_Liabilities_Details
Derivative Liabilities (Details Narrative) (USD $) | 3 Months Ended | |
Jan. 31, 2015 | Nov. 19, 2012 | |
DerivativeLiabilitiesLineItems [Line Items] | ||
Derivative liabilities | $647,729 | |
Loss on change in fair value of derivative liability | $652,348 | |
Conversion price per share | $0.23 | |
Fair value assumptions, risk free interest rate | 0.11% | |
Fair value assumptions, expected term | 1 year | |
Fair value assumptions, expected dividend rate | 0.00% | |
Minimum [Member] | ||
DerivativeLiabilitiesLineItems [Line Items] | ||
Conversion price per share | $0.02 | |
Fair value assumptions, expected volatility rate | 223.00% | |
Maximum [Member] | ||
DerivativeLiabilitiesLineItems [Line Items] | ||
Conversion price per share | $0.03 | |
Fair value assumptions, expected volatility rate | 342.00% |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Fair Value of Liabilities Measured on Recurring Basis (Details) (USD $) | 3 Months Ended | |
Jan. 31, 2015 | Oct. 31, 2014 | |
Derivative liability on notes payable | $647,729 | $201,260 |
Total Increase (Reduction) in Fair Value Recorded | 652,348 | |
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 | $647,729 |
Fair_Value_Measurements_Schedu1
Fair Value Measurements - Schedule of Changes in Fair Value of Financial Liabilities or Derivative Liabilities (Details) (USD $) | 3 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Fair Value Disclosures [Abstract] | ||
Balance at beginning of period | $201,260 | $99,702 |
Additions to derivative instruments | 179,820 | |
Change in fair value of derivative liabilities | 652,348 | -22,646 |
Settlements | -385,699 | -18,400 |
Balance at end of period | $647,729 | $58,656 |
Debentures_Payable_Details_Nar
Debentures Payable (Details Narrative) (USD $) | 1 Months Ended | 0 Months Ended | |||
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 | ||||
Warrant [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt instrument term | 3 years | 3 years | 3 years | ||
Conversion price per share | $0.15 | $0.15 | $0.25 | ||
Series A Convertible Debenture [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt instrument, interest rate terms | 10.00% | ||||
Debt instrument term | 3 years | ||||
Conversion price per share | $0.25 | ||||
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. | ||||
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 | |||
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 | |||
Series A and Series B Convertible Debentures [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt converted to common stock shares | 9,427,576 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details Narrative) (USD $) | 3 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock-based employee compensation related to stock options | $0 | $0 |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Common Stock Options Granted, Forfeited or Expired and Exercised Under Plan (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Jan. 31, 2015 | Oct. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
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 |
Warrants_Schedule_of_Warrants_
Warrants - Schedule of Warrants Outstanding (Details) | Jan. 31, 2015 | Oct. 31, 2014 |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 8,457,500 | 8,457,500 |
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 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 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 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 $0.25 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 $0.15 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 In August 5, 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 August 4, 2023 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 2,500,000 | 2,500,000 |
Issued To Consultants In August 5, 2013 Entitling The Holders To Purchase 1 Common Share 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 In September 3, 2013 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 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 1 Common Share 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 Share 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 | 125,000 |
Warrants_Schedule_of_Warrants_1
Warrants - Schedule of Warrants Outstanding (Details) (Parenthetical) (USD $) | 3 Months Ended | 12 Months Ended |
Jan. 31, 2015 | Oct. 31, 2014 | |
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 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 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 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 $0.25 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 | $0.25 | $0.25 |
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 $0.15 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 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 In August 5, 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 August 4, 2023 [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 | 4-Aug-23 | 4-Aug-23 |
Issued To Consultants In August 5, 2013 Entitling The Holders To Purchase 1 Common Share 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 | 1 |
Warrants, exercise price | $0.10 | $0.10 |
Warrant, last exercisable date | 4-Aug-23 | 4-Aug-23 |
Issued To Consultant In September 3, 2013 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 July 31, 2018 [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 | 31-Jul-18 | 31-Jul-18 |
Issued To Shareholder October 29, 2013 Entitling The Holder To Purchase 1 Common Share 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 | 1 | 1 |
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 Share 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 |
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, last exercisable date | 7-Nov-16 | 7-Nov-16 |
Issuance_of_Common_Stock_Detai
Issuance of Common Stock (Details Narrative) (USD $) | Jan. 31, 2015 | Oct. 31, 2014 | Jan. 17, 2013 |
Common stock shares, authorized | 150,000,000 | 150,000,000 | |
Preferred stock shares, authorized | 50,000,000 | 50,000,000 | |
Common stock, par value | $0.00 | $0.00 | $0.00 |
Minimum [Member] | |||
Common stock shares, authorized | 65,000,000 | ||
Preferred stock shares, authorized | 5,000,000 | ||
Maximum [Member] | |||
Common stock shares, authorized | 150,000,000 | ||
Preferred stock shares, authorized | 50,000,000 |
Issuance_of_Common_Stock_Sched
Issuance of Common Stock - Schedule of Common Stock Issue (Details) | 3 Months Ended |
Jan. 31, 2015 | |
Equity [Abstract] | |
Issued on conversion of notes payable | 10,917,218 |
Net_Loss_per_Share_Details_Nar
Net Loss per Share (Details Narrative) | 3 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Incremental shares excluded from computation of diluted earning per share | 29,074,285 | 12,725,418 |
Net_Loss_per_Share_Computation
Net Loss per Share - Computation of Weighted Average Shares Outstanding for Calculating Basic and Diluted Earnings Per Share (Details) | 3 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Weighted-average shares - basic | 74,095,036 | 59,401,454 |
Effect of dilutive securities | ||
Weighted-average shares - diluted | 74,095,036 | 59,401,454 |
Supplemental_Disclosure_of_Cas2
Supplemental Disclosure of Cash Flow Information - Cash Flow Supplemental Disclosures (Details) (USD $) | 3 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid during the period for: Interest | $6,334 | $3,856 |
Cash paid during the period for: Income taxes | ||
Conversion of notes payable | 137,921 | 12,066 |
Settlement of derivative liability | 385,699 | 18,400 |
Issuance of shares on settlement of suit | $189,000 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | Dec. 15, 2014 | Feb. 28, 2015 | |
Debt conversion amount | $137,921 | $12,066 | ||
LG Capital Funding, LLC [Member] | ||||
Convertible note payable | 52,500 | |||
Note payable bearing interest rate | 8.00% | |||
Note payable due term | 15 days | |||
Subsequent Event [Member] | Officer [Member] | ||||
Issuance of common stock exchange for loans | 22,856 | |||
Issuance of common stock shares exchange for loan | 227,273 | |||
Subsequent Event [Member] | Consultant [Member] | ||||
Issuance of common stock for services, shares | 100,000 | |||
Subsequent Event [Member] | LG Capital Funding, LLC [Member] | ||||
Debt conversion amount | 10,561 | |||
Conversion of notes payable into common stock | 1,456,703 | |||
Subsequent Event [Member] | LG Capital Funding, LLC [Member] | March 2015 [Member] | ||||
Debt conversion amount | 10,072 | |||
Conversion of notes payable into common stock | 1,039,913 | |||
Subsequent Event [Member] | Adar Bays, LLC [Member] | ||||
Debt conversion amount | 21,700 | |||
Conversion of notes payable into common stock | 3,227,706 | |||
Subsequent Event [Member] | Actus Private Equity [Member] | March 2015 [Member] | ||||
Convertible note payable | $55,250 | |||
Note payable bearing interest rate | 8.00% | |||
Note payable due term | 1 year | |||
Percentage of discount for common stock | 40.00% |