Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jan. 31, 2016 | Mar. 18, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | CardioGenics Holdings Inc. | |
Entity Central Index Key | 1,089,029 | |
Document Type | 10-Q | |
Document Period End Date | Jan. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --10-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock Shares Outstanding | 96,050,558 | |
Trading Symbol | CGNH | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jan. 31, 2016 | Oct. 31, 2015 |
Current Assets | ||
Accounts Receivable | $ 96,810 | $ 49,875 |
Advances Receivable | 283,371 | |
Refundable Taxes Receivable | 4,921 | $ 2,385 |
Total Current Assets | 385,102 | 52,260 |
Long-Term Assets | ||
Property and equipment, net | 33,795 | 41,558 |
Deposits and prepaid expenses | 38,819 | 35,174 |
Patents, net | 100,729 | 102,940 |
Total Assets | 558,445 | 231,932 |
Current Liabilities | ||
Accounts Payable and Accrued Expenses | 1,342,235 | 1,244,446 |
Funds held in trust for redemption of class B Common Shares | 4 | $ 4 |
Loan Payable | 214,194 | |
Due to shareholders | 124,274 | $ 133,773 |
Notes payable, net of debt discount | 164,302 | 72,614 |
Derivative Liabilities on Notes Payable | 499,952 | 344,086 |
Total Liabilities | $ 2,344,961 | $ 1,794,923 |
Commitments and Contingent Liabilities | ||
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, 92,866,724 and 92,214,030 common shares and 24,176,927 and 24,176,927 exchangeable shares issued and outstanding as of January 31, 2016 and October 31, 2015, respectively | $ 1,146 | $ 1,139 |
Additional paid-in capital | 47,864,720 | 47,838,139 |
Accumulated deficit | (49,679,362) | (49,554,070) |
Accumulated Other Comprehensive Income | 26,980 | 151,801 |
Total Deficiency | (1,786,516) | (1,562,991) |
Total Liabilities and Deficiency | $ 558,445 | $ 231,932 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2016 | Oct. 31, 2015 |
Preferred stock, par value | $ .0001 | $ .0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | ||
Common stock, par value | $ .00001 | $ .00001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 92,866,724 | 92,214,030 |
Common stock, shares outstanding | 92,866,724 | 92,214,030 |
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 Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating Expenses | ||
Depreciation and Amortization of Property and Equipment | $ 1,379 | $ 1,986 |
Amortization of Patent Application Costs | 2,211 | 2,379 |
General and Administrative | 138,346 | 133,611 |
Research and Product Development | 59,160 | 67,720 |
Total operating expenses | 201,096 | 205,696 |
Operating Loss | (201,096) | (205,696) |
Other Expenses (Income) | ||
Interest Expense and Bank Charges, net | 126,176 | 159,115 |
Loss (Gain) on Change in Value of Derivative Liability | (54,634) | 652,348 |
Loss (Gain) on Foreign Exchange Transactions | (147,346) | 43,671 |
Total Other Expenses (Income) | (75,804) | (855,134) |
Net Loss | $ (125,292) | $ (1,060,830) |
Basic and Diluted Net Loss per Common Share | $ 0 | $ (0.01) |
Weighted-average Number of Shares of Common Stock Outstanding | 116,716,036 | 74,095,036 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (125,292) | $ (1,060,830) |
Other comprehensive income (loss), currency translation adjustments | (124,821) | 143,582 |
Comprehensive loss | $ (250,113) | $ (917,248) |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes in Deficiency (Unaudited) | 3 Months Ended |
Jan. 31, 2016USD ($)shares | |
Common Stock [Member] | |
Balance | $ 1,139 |
Balance, shares | shares | 116,390,957 |
Issuance of common shares on settlement of notes payable November 2015 | $ 2 |
Issuance of common shares on settlement of notes payable November 2015, shares | shares | 160,425 |
Issuance of common shares for cash December 2015 | shares | 2 |
Issuance of common shares for cash December 2015, shares | $ 205,000 |
Issuance of common shares on settlement of notes payable December 2015 | $ 1 |
Issuance of common shares on settlement of notes payable December 2015, shares | shares | 135,614 |
Issuance of common shares on settlement of notes payable January 2016 | $ 2 |
Issuance of common shares on settlement of notes payable January 2016, shares | shares | 151,655 |
Balance | $ 1,146 |
Balance, shares | shares | 117,043,651 |
Additional Paid-In Capital [Member] | |
Balance | $ 47,838,139 |
Issuance of common shares on settlement of notes payable November 2015 | $ 6,434 |
Issuance of common shares for cash December 2015 | shares | 7,277 |
Issuance of common shares on settlement of notes payable December 2015 | $ 6,435 |
Issuance of common shares on settlement of notes payable January 2016 | 6,435 |
Balance | 47,864,720 |
Accumulated Deficit [Member] | |
Balance | (49,554,070) |
Net Loss | (125,292) |
Balance | (49,679,362) |
Accumulated Other Comprehensive Income (Loss) [Member] | |
Balance | 151,801 |
Currency Translation Adjustment | (124,821) |
Balance | 26,980 |
Balance | (1,562,991) |
Issuance of common shares on settlement of notes payable November 2015 | $ 6,436 |
Issuance of common shares for cash December 2015 | shares | 7,279 |
Issuance of common shares on settlement of notes payable December 2015 | $ 6,436 |
Issuance of common shares on settlement of notes payable January 2016 | 6,437 |
Net Loss | (125,292) |
Currency Translation Adjustment | (124,821) |
Balance | $ (1,786,516) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Cash flows from operating activities: | ||
Consolidated Net loss | $ (125,292) | $ (1,060,830) |
Adjustments to reconcile consolidated net loss to net cash provided by (used in) operating activities | ||
Depreciation and amortization | 1,379 | 1,986 |
Amortization of Patent Application Costs | 2,211 | 2,379 |
Loss (Gain) on Change in Value of Derivative Liability | (54,634) | 652,348 |
Interest and Discount on Notes Payable | $ 114,789 | 152,781 |
Changes in working capital items: | ||
Accounts receivable | 26 | |
Deposits and Prepaid Expenses | $ (3,645) | 4,600 |
Refundable Taxes Receivable | (2,536) | (193) |
Accounts Payable and Accrued Expenses | 97,789 | 36,733 |
Net cash provided by (used in) operating activities | 30,061 | $ (210,170) |
Cash Flows from Investing Activities: | ||
Advances receivable | (283,371) | |
Net cash used in investing activities | (283,371) | |
Cash flows from financing activities: | ||
Proceeds from Loan Payable | 214,194 | |
Proceeds From Notes Payable | 200,000 | $ 185,276 |
Due to Shareholders | (7,279) | $ (3,517) |
Issue of Common Shares for Cash | 7,279 | |
Net cash provided by financing activities | 414,194 | $ 181,759 |
Effects of exchange rate changes on cash | (113,949) | 42,355 |
Net increase in cash and cash equivalents | 46,935 | 13,944 |
Cash and cash equivalents, beginning of period | 49,875 | 70,676 |
Cash and cash equivalents, end of period | $ 96,810 | $ 84,620 |
Nature of Business
Nature of Business | 3 Months Ended |
Jan. 31, 2016 | |
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, 2016 | |
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, 2016, their results of operations and cash flows for the three months ended January 31, 2016 and 2015, and the changes in deficiency for the three months ended January 31, 2016. 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, 2015 (the Audited Financial Statements) included in the Companys Form 10-K that was previously filed with the SEC on February 26, 2016 and from which the October 31, 2015 consolidated balance sheet was derived. The results of the Companys operations for the three months ended January 31, 2016 are not necessarily indicative of the results of operations to be expected for the full year ending October 31, 2016. 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, 2016 of approximately $49.7 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 Companys 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, managements 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 Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Derivative Instruments The Companys 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Jan. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 4. Income Taxes Based on the Companys 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, 2016 approximated $7,730,000, which will expire from 2016 through 2035. All fiscal years except 2015 have been assessed as filed by Canadian tax authorities. 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 for possible repayment. As of January 31, 2016, the Company had net operating loss carryforwards from US sources of approximately $45,409,000 available to reduce future Federal taxable income which will expire from 2019 through 2035. Returns for the years 2008 through 2015 are yet to be filed. For the three months ended January 31, 2016 and 2015, the Companys effective tax rate differs from the statutory rate principally due to the net operating losses for which no benefit was recorded. |
Loan Payable
Loan Payable | 3 Months Ended |
Jan. 31, 2016 | |
Debt Disclosure [Abstract] | |
Loan Payable | 5. Loan Payable On November 4, 2015, a third party loaned the Company $214,194 for a term of one year at an interest rate of 10% per annum. |
Notes Payable
Notes Payable | 3 Months Ended |
Jan. 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | 6. 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 June 22, 2015, the Company and the Lender entered into a settlement agreement, whereby in exchange for the remaining indebtedness of $77,235, the Company agreed that on the 15th of each month commencing July 2015 and ending June 2016, the Company would either pay the lender $6,436 or issue to the lender common shares in the equivalent dollar amount at a price equal to the average closing price of the common stock in the five trading days prior to the scheduled payment date. During the three months ended January 31, 2016, the Company issued a total of 447,694 common shares for three installments. 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. 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 of the Companys common stock at a 42% discount from the lowest closing price of the common shares over the prior 15 days. As of January 31, 2016, all but $16,500 of the notes have been converted to common shares. On July 31, 2015, the Company received $55,250 from Auctus, LLC in exchange for a note payable bearing interest at 8% due in nine months, convertible into shares of the Companys common stock at a 45% discount from the lowest closing price of the common shares over the prior 15 days. On August 14, 2015, the Company received $27,500 from Iliad Research & Trading, L.P. in exchange for a note payable bearing interest at 10% due in one year, convertible into shares of the Companys common stock at a 40% discount from the lowest closing price of the common shares over the prior 15 days. On October 13, 2015, the Company received $27,500 from Chicago Ventures in exchange for a note payable bearing interest at 10% due in one year, convertible into shares of the Companys common stock at a 40% discount from the lowest closing price of the common shares over the prior 15 days. On November 20, 2015, the Company received $50,000 from Bay Private Equity Inc. in exchange for a note payable bearing interest at 8% due in one year, convertible into shares of the Companys common stock at a 45% discount from the lowest closing price of the common shares over the prior 15 days. On November 25, 2015, the Company received $160,500 from FirstFire Opportunities Fund LLP in exchange for a note payable bearing interest at 4% due in six months, convertible into shares of the Companys common stock at a 60% discount from the lowest closing price of the common shares over the prior 15 days. A summary of the Notes Payable at January 31, 2016 and October 31, 2015 follows: January 31, 2016 October 31, 2015 Convertible Note Payable, due December 15, 2015 $ 16,500 $ 16,500 Convertible Notes Payable, due May 23, 2016 160,500 - Convertible Note Payable, due June 23, 2016 35,616 54,925 Convertible Note Payable, due July 31, 2016 55,250 55,250 Convertible Note Payable, due August 14, 2016 27,500 27,500 Convertible Note Payable, due October 9, 2016 27,500 27,500 Convertible Note Payable, due November 20, 2016 50,000 - Debt Discount - value attributable to conversion feature attached to notes, net of accumulated amortization of $164,302 and $72,614 (208,564 ) (109,061 ) Total 164,302 72,614 Less: Current portion 164,302 72,614 Total Long-term portion $ - $ - As described in further detail in Note 7, 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, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | 7. Derivative Liabilities 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 Companys 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 $499,952 at January 31, 2016. Accordingly, changes in the fair value of the embedded derivatives 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 recorded a gain of $54,634 in the fair value for the three months ended January 31, 2016. The Company estimated the fair value of the embedded derivatives using a Black Scholes model with the following assumptions: conversion price $0.012 - $0.022 per share according to the agreements; risk free interest rate of .11%; expected life of up to 1 year; expected dividend of zero; a volatility factor of 194% to 278%, as of January 31, 2016. 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 Companys 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, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. 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 entitys 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, 2016, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value: Quoted Prices in Active Significant Other Total Increase (Reduction) Markets for Observable Significant in Fair Value Balance Sheet Identical Assets or Inputs Unobservable January 31, 2016 Recorded at Location Liabilities (Level 1) (Level 2) Inputs (Level 3) Total January 31, 2015 Liabilities: Derivative liability $ - $ - $ 499,952 $ 499,952 $ (54,634 ) The table below sets forth a summary of changes in the fair value of the Companys Level 3 financial liability, or derivative liabilities related to the senior secured convertible notes and warrants, for the three months ended January 31, 2016 and 2015. 2016 2015 Balance at beginning of period $ 344,086 $ 201,260 Additions to derivative instruments 210,500 179,820 Change in fair value of derivative liabilities (54,634 ) 652,348 Settlements - (385,699 ) Balance at end of period $ 499,952 $ 647,729 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Jan. 31, 2016 | |
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, 2016 and 2015 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, 2014 30,000 $ 0.90 Granted - - Forfeited/Expired - - Exercised - - Outstanding October 31, 2015 30,000 $ 0.90 Granted - - Forfeited/Expired - - Exercised - - Outstanding January 31, 2016 30,000 $ 0.90 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, 2016. |
Warrants
Warrants | 3 Months Ended |
Jan. 31, 2016 | |
Equity [Abstract] | |
Warrants | 10. Warrants Outstanding warrants are as follows: January 31, 2016 October 31, 2015 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, 2016 | |
Equity [Abstract] | |
Issuance of Common Stock | 11. Issuance of Common Stock During the three months ended January 31, 2016, the Company issued the following common shares: Issued on settlement of notes payable 447,694 Issued for cash consideration of $7,279 205,000 652,694 |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Jan. 31, 2016 | |
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 2016 2015 Weighted-average shares - basic 116,716,036 74,095,036 Effect of dilutive securities - - Weighted-average shares - diluted 116,716,036 74,095,036 Basic and diluted loss per share for the three months ended January 31, 2016 and 2015 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 convertible notes representing 34,870,971 and 29,074,285 incremental shares, respectively, have been excluded from the three months ended January 31, 2016 and 2015 computations of diluted earnings per shares as they are antidilutive given the net losses generated. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 3 Months Ended |
Jan. 31, 2016 | |
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, Cash paid during the period for: 2016 2015 Interest $ 3,264 $ 6,344 Non-cash financing activities: Conversion of notes payable $ 19,309 $ 137,821 Settlement of derivative liability $ - $ 385,699 |
Acquisition
Acquisition | 3 Months Ended |
Jan. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisition | 14. Acquisition On November 4, 2015, the Company, through 2489528 Ontario Inc., an Ontario corporation and indirect subsidiary of the Company (Acquisition Sub), Plasticap Corporation, an Ontario corporation (Plasticap) and 1731861 Ontario Inc., an Ontario corporation (173 Corp) entered into an asset purchase agreement, dated as of November 2, 2015, pursuant to which Acquisition Sub was to acquire all of the assets of Plasticap and 173 Corp (collectively, the Sellers) (the Asset Purchase Agreement). In consideration for the sale of the assets by the Sellers, the Company is to issue to the Sellers, or their nominees, (i) a convertible debt instrument, in the original principal amount of ten million Canadian dollars (CDN$10,000,000), which shall bear interest at a rate of 8% (the Convertible Debt); (ii) twenty million (20,000,000) shares of the Companys common stock, par value $0.00001 (the Common Stock), which shares shall not be registered for resale by the Company and shall be subject to the rights and restrictions of Rule 144 of the Securities Act of 1933 (Rule 144); and (iii) a warrant to purchase ten million (10,000,000) shares of Common Stock, which warrant shall have a term of three (3) years, be exercisable on a net cashless basis at an exercise price of $0.50 per share, not be registered for resale by Seller and be subject to the rights and restrictions of Rule 144 (the Warrant). In addition, Acquisition Sub will assume two million nine-hundred thousand Canadian dollars (CDN $2,900,000) in secured debt from the Sellers (the Secured Debt) as part of the consideration. The Asset Purchase Agreement contains customary representations and warranties from the parties. Acquisition Sub and 173 Corp also agreed to various post-closing undertakings described in Item 2. below. On November 4, 2015 and subject to post-closing undertakings, the Company, Acquisition Sub and the Sellers closed the sale and purchase of all of the assets of the Sellers by Acquisition Sub, pursuant to the terms of the Asset Purchase Agreement. The assets acquired by Acquisition Sub comprised all of the assets of the Sellers, which include, among others, the Plasticap trademark, all furnishings, fixtures and equipment related to Plasticaps specialty cap and closure manufacturing business and all of the Sellers customer contracts, all as more particularly set forth in the Asset Purchase Agreement. As part of the closing, Acquisition Sub and 173 Corp agreed to various post-closing undertakings. The following undertakings have yet to be completed and hence the sale has not closed and the notes and warrants above have not been issued, nor has the CDN $2,900,000 secured debt been assumed. (i) 173 Corp undertakes that by January 31, 2016 it shall pay all the outstanding indebtedness of Bibby Financial Services located at 4 Robert Speck Parkway, Unit 310, Mississauga, ON, L4Z 1S1. (ii) Following the fulfilment of the undertaking specified in paragraph (i), which shall be considered fulfilled upon 173 Corp providing Acquisition Sub with a copy of the check payable to Bibby Financial Services for the full amount of the indebtedness, 173 Corp undertakes to provide Acquisition Sub, or as it directs, with a full and comprehensive release against any future claims Bibby Financial Services may have and a full indemnity against any future claims. (iii) Acquisition Sub undertakes that it will advance up to fifty thousand Canadian dollars (CDN$50,000) as a deposit against any outstanding claims Jacob Van Halteran may have through any security interests duly registered on any of the Sellers assets and that the Sellers shall provide a full and comprehensive release of those security interests other than any rights that may be asserted under the Asset Purchase Agreement specifying any assumed liabilities. (iv) A Sellers lender will be paid fifty thousand Canadian dollars (CDN$50,000) against the debt in 173 Corp. (v) Acquisition Sub undertakes to pay from earnings received from time-to-time from its primary customer contract, based on a calculation of 50% before interest, taxes, depreciation and amortization, amounts to reduce the principal amount of the Secured Debt to zero by December 31, 2018. In the event, a residual balance exists, a balloon payment will be made to complete the payment. After Acquisition Sub completes the payment obligation specified under this subparagraph, the Sellers undertake, acknowledge and agree that the Acquisition Sub shall have no further responsibility to make any further payments on the balance of the Secured Debt. (vi) Acquisition Sub and 1646813 Ontario Limited undertake to enter into a new lease agreement for the premises located at 177 Crosby Avenue, Richmond Hill, Ontario, effective November 2015, with an option for Acquisition Sub to purchase the premises on the following terms: The term of the lease will be 5 years, with an option for an additional 5 years. Acquisition Sub has the option to acquire the building until January 15, 2016, through a purchase of all of the outstanding shares of 1646813 Ontario Limited, the owner of the real property and subject to refinancing the existing mortgages. In the event Acquisition Sub does not exercise the option, the lease shall remain in force for the duration of the lease and the Convertible Debt will be reduced by one million (CDN$1,000,000) Canadian dollars. The option for acquiring the real property has expired and therefore not in consideration any more. Further, the legal position of both parties is being disputed and has currently not concluded. There are no guarantees that this acquisition will be consummated and if it does, the terms might be different than stated above. The Company has advanced/loaned $283,371 to Acquisition Sub, Plasticap or 173 Corp from November 4, 2015 to March 18, 2016. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jan. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events 1. In March 2016, $12,872 in principal amount of JMJ Financial notes payable were settled with 572,448 common shares of the Company. 2. In March 2016, $12,760 in principal amount and $2,240 of accrued and unpaid interest of Auctus Fund, LLC notes payable were converted to 1,250,000 common shares of the Company. 3. In March 2016, $15,125 in principal amount of Iliad Research & Trading, L.P. notes payable were converted to 1,361,386 common shares of the Company. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
Derivative Instruments | Derivative Instruments The Companys 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. |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | A summary of the Notes Payable at January 31, 2016 and October 31, 2015 follows: January 31, 2016 October 31, 2015 Convertible Note Payable, due December 15, 2015 $ 16,500 $ 16,500 Convertible Notes Payable, due May 23, 2016 160,500 - Convertible Note Payable, due June 23, 2016 35,616 54,925 Convertible Note Payable, due July 31, 2016 55,250 55,250 Convertible Note Payable, due August 14, 2016 27,500 27,500 Convertible Note Payable, due October 9, 2016 27,500 27,500 Convertible Note Payable, due November 20, 2016 50,000 - Debt Discount - value attributable to conversion feature attached to notes, net of accumulated amortization of $164,302 and $72,614 (208,564 ) (109,061 ) Total 164,302 72,614 Less: Current portion 164,302 72,614 Total Long-term portion $ - $ - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
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, 2016, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value: Quoted Prices in Significant Other Total Increase Markets for Observable Significant in Fair Value Balance Sheet Identical Assets or Inputs Unobservable January 31, 2016 Recorded at Location Liabilities (Level 1) (Level 2) Inputs (Level 3) Total January 31, 2015 Liabilities: Derivative liability $ - $ - $ 499,952 $ 499,952 $ (54,634 ) |
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 Companys Level 3 financial liability, or derivative liabilities related to the senior secured convertible notes and warrants, for the three months ended January 31, 2016 and 2015. 2016 2015 Balance at beginning of period $ 344,086 $ 201,260 Additions to derivative instruments 210,500 179,820 Change in fair value of derivative liabilities (54,634 ) 652,348 Settlements - (385,699 ) Balance at end of period $ 499,952 $ 647,729 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
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, 2014 30,000 $ 0.90 Granted - - Forfeited/Expired - - Exercised - - Outstanding October 31, 2015 30,000 $ 0.90 Granted - - Forfeited/Expired - - Exercised - - Outstanding January 31, 2016 30,000 $ 0.90 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding | Outstanding warrants are as follows: January 31, 2016 October 31, 2015 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, 2016 | |
Equity [Abstract] | |
Schedule of Common Stock Issue | During the three months ended January 31, 2016, the Company issued the following common shares: Issued on settlement of notes payable 447,694 Issued for cash consideration of $7,279 205,000 652,694 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
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 2016 2015 Weighted-average shares - basic 116,716,036 74,095,036 Effect of dilutive securities - - Weighted-average shares - diluted 116,716,036 74,095,036 |
Supplemental Disclosure of Ca30
Supplemental Disclosure of Cash Flow Information (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Cash Flow Supplemental Disclosures | For the Three Months Ended January 31, Cash paid during the period for: 2016 2015 Interest $ 3,264 $ 6,344 Non-cash financing activities: Conversion of notes payable $ 19,309 $ 137,821 Settlement of derivative liability $ - $ 385,699 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | Jan. 31, 2016 | Oct. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 49,679,362 | $ 49,554,070 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Oct. 31, 2012 | |
Operating Loss Carryforwards [Line Items] | |||
Effective tax rate benefit recorded during period | |||
Canadian Tax Authorities [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry forwards | $ 7,730,000 | ||
Operating loss carry forwards expire term | expire from 2016 through 2035 | ||
Research and development tax credit received refund amount | $ 81,460 | ||
US Sources [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry forwards | $ 45,409,000 | ||
Operating loss carry forwards expire term | expire from 2019 through 2035 |
Loan Payable (Details Narrative
Loan Payable (Details Narrative) | Nov. 04, 2015USD ($) |
Debt Disclosure [Abstract] | |
Due to third party loan | $ 214,194 |
Loan term | 1 year |
Debt instruments interest rate per annum | 10.00% |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Nov. 25, 2015 | Nov. 20, 2015 | Oct. 13, 2015 | Aug. 14, 2015 | Jul. 31, 2015 | Jun. 22, 2015 | Dec. 15, 2014 | May. 23, 2014 | Nov. 19, 2012 | Jan. 31, 2016 | Jan. 31, 2015 |
NotesPayableLineItems [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 350,000 | ||||||||||
Increments in line of credit facility | 50,000 | ||||||||||
Line of credit facility original issue discount | $ 50,000 | ||||||||||
Line of credit facility, interest rate percentage | 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 | ||||||||||
Debt instrument lowest trading price percentage before conversion | 60.00% | ||||||||||
Line of credit facility common stock outstanding percentage | 4.99% | ||||||||||
Remaining indebtedness | $ 77,235 | ||||||||||
Pay the lender, description | the Company agreed that on the 15th of each month commencing July 2015 and ending June 2016, the Company would either pay the lender $6,436 or issue to the lender common shares in the equivalent dollar amount at a price equal to the average closing price of the common stock in the five trading days prior to the scheduled payment date. During the year the company paid one installment in cash and a total of 655,150 common shares for three installments. | ||||||||||
Payments to lender | $ 6,436 | ||||||||||
Proceeds from issuance of promissory note | $ 214,194 | ||||||||||
Debt in exchange to purchase common stock shares | 19,309 | $ 137,921 | |||||||||
LG Capital Funding, LLC and Adar Bays, LLC [Member] | |||||||||||
NotesPayableLineItems [Line Items] | |||||||||||
Proceeds from issuance of promissory note | $ 52,500 | ||||||||||
Percentage of promissory notes | 8.00% | ||||||||||
Debt instrument maturity Date | May 23, 2015 | ||||||||||
LG Capital Funding [Member] | |||||||||||
NotesPayableLineItems [Line Items] | |||||||||||
Percentage of debt converted into stock discount | 42.00% | ||||||||||
Debt penalties below 60 days of issuance | 130.00% | ||||||||||
Debt penalties After 60 days of issuance | 140.00% | ||||||||||
LG Capital Funding, LLC [Member] | |||||||||||
NotesPayableLineItems [Line Items] | |||||||||||
Proceeds from issuance of promissory note | $ 52,500 | ||||||||||
Percentage of promissory notes | 8.00% | ||||||||||
Percentage of debt converted into stock discount | 42.00% | ||||||||||
Debt closing price term | 15 days | ||||||||||
Debt in exchange to purchase common stock shares | $ 16,500 | ||||||||||
Debt instrument maturity year | 1 year | ||||||||||
Auctus Private Equity Fund, LLC [Member] | |||||||||||
NotesPayableLineItems [Line Items] | |||||||||||
Proceeds from issuance of promissory note | $ 55,250 | ||||||||||
Percentage of debt converted into stock discount | 45.00% | ||||||||||
Debt closing price term | 15 days | ||||||||||
Debt instrument maturity year | 9 months | ||||||||||
Auctus Fund, LLC [Member] | |||||||||||
NotesPayableLineItems [Line Items] | |||||||||||
Percentage of promissory notes | 8.00% | ||||||||||
Lliad Research And Trading L.P [Member] | |||||||||||
NotesPayableLineItems [Line Items] | |||||||||||
Proceeds from issuance of promissory note | $ 27,500 | $ 27,500 | |||||||||
Percentage of promissory notes | 10.00% | ||||||||||
Percentage of debt converted into stock discount | 40.00% | 40.00% | |||||||||
Debt closing price term | 15 days | 15 days | |||||||||
Debt instrument maturity year | 1 year | 1 year | |||||||||
Chicago Ventures [Member] | |||||||||||
NotesPayableLineItems [Line Items] | |||||||||||
Percentage of promissory notes | 10.00% | ||||||||||
Bay Private Equity Inc [Member] | |||||||||||
NotesPayableLineItems [Line Items] | |||||||||||
Proceeds from issuance of promissory note | $ 50,000 | ||||||||||
Percentage of promissory notes | 8.00% | ||||||||||
Percentage of debt converted into stock discount | 45.00% | ||||||||||
Debt closing price term | 15 days | ||||||||||
Debt instrument maturity year | 1 year | ||||||||||
First Fire Opportunities Fund Llp [Member] | |||||||||||
NotesPayableLineItems [Line Items] | |||||||||||
Proceeds from issuance of promissory note | $ 160,500 | ||||||||||
Percentage of promissory notes | 4.00% | ||||||||||
Percentage of debt converted into stock discount | 60.00% | ||||||||||
Debt closing price term | 15 days | ||||||||||
Debt instrument maturity year | 6 months | ||||||||||
Three Installments [Member] | |||||||||||
NotesPayableLineItems [Line Items] | |||||||||||
Common shares paid installment | 447,694 |
Notes Payable - Summary of Note
Notes Payable - Summary of Notes Payable (Details) - USD ($) | Jan. 31, 2016 | Oct. 31, 2015 |
Short-term Debt [Line Items] | ||
Debt Discount - value attributable to conversion feature attached to notes, net of accumulated amortization of $164,302 and $72,614 | $ (208,564) | $ (109,061) |
Total | 164,302 | 72,614 |
Less: Current portion | 164,302 | $ 72,614 |
Total Long-term portion | 0 | |
Convertible Note Payable, Due December 15, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Payable | 16,500 | |
Convertible Notes Payable, Due May 23, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Payable | 160,500 | |
Convertible Note Payable, Due June 23, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Payable | 35,616 | $ 54,925 |
Convertible Note Payable, Due July 31, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Payable | 55,250 | 55,250 |
Convertible Note Payable, Due August 14, 2016 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Payable | 27,500 | 27,500 |
Convertible Note Payable, Due October 9, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Payable | 27,500 | $ 27,500 |
Convertible Note Payable, Due November 20, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Payable | $ 50,000 | |
Convertible Note Payable, Due December 15, 2015 [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Payable | $ 16,500 |
Notes Payable - Summary of No36
Notes Payable - Summary of Notes Payable (Details) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Jan. 31, 2016 | Oct. 31, 2015 | |
Net of accumulated amortization | $ 164,302 | $ 72,614 |
Convertible Note Payable, Due December 15, 2015 [Member] | ||
Convertible Note Payable, maturity date | Dec. 15, 2015 | Dec. 15, 2015 |
Convertible Notes Payable, Due May 23, 2015 [Member] | ||
Convertible Note Payable, maturity date | May 23, 2016 | May 23, 2016 |
Convertible Note Payable, Due June 23, 2016 [Member] | ||
Convertible Note Payable, maturity date | Jun. 23, 2016 | Jun. 23, 2016 |
Convertible Note Payable, Due July 31, 2016 [Member] | ||
Convertible Note Payable, maturity date | Jul. 31, 2016 | Jul. 31, 2016 |
Convertible Note Payable, Due August 14, 2016 [Member] | ||
Convertible Note Payable, maturity date | Aug. 14, 2016 | Aug. 14, 2016 |
Convertible Note Payable, Due October 9, 2015 [Member] | ||
Convertible Note Payable, maturity date | Oct. 9, 2016 | Oct. 9, 2016 |
Convertible Note Payable, Due November 20, 2015 [Member] | ||
Convertible Note Payable, maturity date | Nov. 20, 2016 | Nov. 20, 2016 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 3 Months Ended | |
Jan. 31, 2016 | Nov. 19, 2012 | |
Derivative liabilities | $ 499,952 | |
Gain on fair value | $ 54,634 | |
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] | ||
Conversion price per share | $ 0.012 | |
Fair value assumptions, expected volatility rate | 194.00% | |
Maximum [Member] | ||
Conversion price per share | $ 0.022 | |
Fair value assumptions, expected volatility rate | 278.00% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Liabilities Measured on Recurring Basis (Details) - USD ($) | 3 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2016 | Oct. 31, 2015 | |
Derivative liability on notes payable | $ 499,952 | $ 344,086 | |
Total Increase (Reduction) in Fair Value Recorded | $ (54,634) | ||
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 | $ 499,952 |
Fair Value Measurements - Sch39
Fair Value Measurements - Schedule of Changes in Fair Value of Financial Liabilities or Derivative Liabilities (Details) - USD ($) | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Fair Value Disclosures [Abstract] | ||
Balance at beginning of period | $ 344,086 | $ 201,260 |
Additions to derivative instruments | 210,500 | 179,820 |
Change in fair value of derivative liabilities | $ (54,634) | 652,348 |
Settlements | (385,699) | |
Balance at end of period | $ 499,952 | $ 647,729 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Equity [Abstract] | ||
Stock based employee compensation related to stock options | $ 0 | $ 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Common Stock Options Granted, Forfeited or Expired and Exercised Under Plan (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Jan. 31, 2016 | Oct. 31, 2015 | |
Equity [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) - shares | Jan. 31, 2016 | Nov. 04, 2015 | Oct. 31, 2015 |
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 8,457,500 | 10,000,000 | 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 August 5, 2013, Entitling The Holders To Purchase 1 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 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 1 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 1 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 | 125,000 |
Warrants - Schedule of Warran43
Warrants - Schedule of Warrants Outstanding (Details) (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2016 | Oct. 31, 2015 | Nov. 04, 2015 | |
Class of Warrant or Right [Line Items] | |||
Warrants, exercise price | $ 0.50 | ||
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 | Aug. 23, 2016 | Aug. 23, 2016 | |
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 | Aug. 23, 2016 | Aug. 23, 2016 | |
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 | Aug. 23, 2016 | Aug. 23, 2016 | |
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 | Aug. 23, 2016 | Aug. 23, 2016 | |
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 | Aug. 23, 2016 | Aug. 23, 2016 | |
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 | Feb. 27, 2016 | Feb. 27, 2016 | |
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 | Jun. 3, 2016 | Jun. 3, 2016 | |
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 | Jun. 3, 2016 | Jun. 3, 2016 | |
Issued To Consultants August 5, 2013, Entitling The Holders To Purchase 1 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 | 1 | 1 | |
Warrants, exercise price | $ 0.15 | $ 0.15 | |
Warrant, last exercisable date | Aug. 4, 2023 | Aug. 4, 2023 | |
Issued To Consultants August 5, 2013, Entitling The Holders To Purchase 1 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 | 1 | |
Warrants, exercise price | $ 0.10 | $ 0.10 | |
Warrant, last exercisable date | Aug. 4, 2023 | Aug. 4, 2023 | |
Issued To Consultant September 3, 2013, Entitling The Holder To Purchase 1 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 | 1 | 1 | |
Warrants, exercise price | $ 0.50 | $ 0.50 | |
Warrant, last exercisable date | Jul. 31, 2018 | Jul. 31, 2018 | |
Issued To Shareholder October 29, 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 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 | Oct. 29, 2016 | Oct. 29, 2016 | |
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 | Nov. 7, 2016 | Nov. 7, 2016 |
Issuance of Common Stock - Sche
Issuance of Common Stock - Schedule of Common Stock Issue (Details) | 3 Months Ended |
Jan. 31, 2016shares | |
Number of common stock issued during period | 652,694 |
Issued on Settlement of Notes Payable [Member] | |
Number of common stock issued during period | 447,694 |
Issued For Cash Consideration [Member] | |
Number of common stock issued during period | 205,000 |
Issuance of Common Stock - Sc45
Issuance of Common Stock - Schedule of Common Stock Issue (Details) (Parenthetical) | 3 Months Ended |
Jan. 31, 2016USD ($) | |
Issued For Cash Consideration [Member] | |
Issued for cash consideration | $ 7,279 |
Net Loss per Share (Details Nar
Net Loss per Share (Details Narrative) - shares | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Incremental shares excluded from computation of diluted earnings per share | 34,870,971 | 29,074,285 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Weighted Average Shares Outstanding for Calculating Basic and Diluted Earnings Per Share (Details) - shares | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Weighted-average shares - basic | 116,716,036 | 74,095,036 |
Effect of dilutive securities | ||
Weighted-average shares - diluted | 116,716,036 | 74,095,036 |
Supplemental Disclosure of Ca48
Supplemental Disclosure of Cash Flow Information - Cash Flow Supplemental Disclosures (Details) - USD ($) | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid during the period for: Interest | $ 3,264 | $ 6,334 |
Conversion of notes payable | $ 19,309 | 137,921 |
Settlement of derivative liability | $ 385,699 |
Acquisition (Details Narrative)
Acquisition (Details Narrative) | Nov. 04, 2015USD ($)$ / shares | Nov. 04, 2015CAD | Jan. 31, 2016$ / sharesshares | Nov. 04, 2015CADshares | Oct. 31, 2015$ / sharesshares |
Convertible debt instruments interest rate | 8.00% | 8.00% | |||
Common stock issued | shares | 92,866,724 | 20,000,000 | 92,214,030 | ||
Common stock par value | $ / shares | $ 0.00001 | $ .00001 | $ .00001 | ||
Issuance of warrants to purchase of common stock | shares | 8,457,500 | 10,000,000 | 8,457,500 | ||
Warrants term | 3 years | 3 years | |||
Warrants exercisable on net cashless basis at an exercise price | $ / shares | $ 0.50 | ||||
Acquisition sub undertakes, description | Acquisition Sub undertakes to pay from earnings received from time-to-time from its primary customer contract, based on a calculation of 50% before interest, taxes, depreciation and amortization, amounts to reduce the principle amount of the Secured Debt to zero by December 31, 2018. | Acquisition Sub undertakes to pay from earnings received from time-to-time from its primary customer contract, based on a calculation of 50% before interest, taxes, depreciation and amortization, amounts to reduce the principle amount of the Secured Debt to zero by December 31, 2018. | |||
Lease term | 5 years | 5 years | |||
Option for an additional term | 5 years | 5 years | |||
Proceeds from advanced/loaned for acquisition Sub | $ | $ 283,371 | ||||
CDN [Member] | |||||
Convertible debt instrument,original principal amount | CAD 10,000,000 | ||||
Secured debt assumed | CAD 2,900,000 | ||||
Deposit | CAD 50,000 | ||||
Rapayment of debt | 50,000 | ||||
Convertible debt reduced during period | CAD 1,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | 1 Months Ended |
Mar. 31, 2016USD ($)shares | |
JMJ Financial Notes Payable [Member] | |
Principal amount | $ 12,872 |
Conversion of notes payable into common stock | shares | 572,448 |
Auctus Fund, LLC [Member] | |
Principal amount | $ 12,760 |
Conversion of notes payable into common stock | shares | 1,250,000 |
Accrued and unpaid interest | $ 2,240 |
Lliad Research And Trading L.P [Member] | |
Principal amount | $ 15,125 |
Conversion of notes payable into common stock | shares | 1,361,386 |