Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Apr. 30, 2013 | Jun. 19, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'ON4 COMMUNICATIONS INC. | ' |
Entity Central Index Key | '0001300867 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Apr-13 | ' |
Amendment Flag | 'true | ' |
Amendment Description | ' | ' |
The purpose of this Amendment No. 1 on Form 10-Q/A is to account for debt obligations that were not provided or disclosed to the Company’s independent auditors. For convenience and ease of reference, the Company is filing this Form 10-Q/A in its entirety with all applicable changes and unless otherwise stated, all information contained in this amendment is as of June 21, 2013, the filing date of the Original Filing. Except as stated herein, this Form 10-Q/A does not reflect events or transactions occurring after such filing date or modify or update those disclosures in the original Form 10-Q that may have been affected by events or transactions occurring subsequent to such filing date. | ||
Current Fiscal Year End Date | '--02-28 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 311,505,897 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2013 | ' |
Condensed_Balance_Sheets_unaud
Condensed Balance Sheets (unaudited) (USD $) | Apr. 30, 2013 | Oct. 31, 2012 |
Current Assets | ' | ' |
Cash | ' | $370 |
Loan receivable (Note 3) | 132,339 | 78,202 |
Total Current Assets | 132,339 | 78,572 |
Deferred financing costs (Note 6) | 4,246 | 3,877 |
Total Assets | 136,585 | 82,449 |
Current Liabilities | ' | ' |
Bank indebtedness | 390 | ' |
Accounts payable and accrued liabilities | 681,625 | 647,951 |
Accrued interest payable | 377,095 | 329,692 |
Due to related parties (Note 4) | 237,332 | 238,867 |
Notes payable (Note 5) | 391,160 | 431,370 |
Convertible notes payable, net of unamortized discount of $43,848 and $44,385, respectively (Note 6) | 135,652 | 65,615 |
Derivative liabilities (Note 7) | 101,439 | 103,747 |
Total Liabilities | 1,924,693 | 1,817,242 |
Stockholders' Deficit | ' | ' |
Preferred stock: 30,000,000 shares authorized, non-voting, no par value; No shares issued and outstanding | ' | ' |
Common stock: 600,000,000 shares authorized, $0.0001 par value; 284,755,897 shares issued and outstanding (October 31, 2012 b 120,939,534) | 28,475 | 12,094 |
Additional paid-in capital | 13,045,099 | 12,579,860 |
Common stock issuable | 70,000 | 70,000 |
Deficit accumulated during the development stage | -14,931,682 | -14,396,747 |
Total Stockholders' Deficit | -1,788,108 | -1,734,793 |
Total Liabilities and Stockholders' Deficit | $136,585 | $82,449 |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets (Parenthetical) (USD $) | Apr. 30, 2013 | Oct. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Convertible notes payable, unamortized discount | $43,848 | $44,385 |
Preferred stock, shares authorized | 30,000,000 | ' |
Preferred stock, no par value | $0 | $0 |
Common stock, shares authorized | 600,000,000 | ' |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares issued | 284,755,897 | 120,939,534 |
Common stock, shares outstanding | 284,755,897 | 120,939,534 |
Condensed_Statements_of_Operat
Condensed Statements of Operations (unaudited) (USD $) | 3 Months Ended | 6 Months Ended | 83 Months Ended | 3 Months Ended | 6 Months Ended |
Apr. 30, 2012 | Apr. 30, 2012 | Apr. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | |
(Restated - Note 13) | (Restated - Note 13) | (Restated - Note 13) | |||
Revenue | ' | ' | ' | ' | ' |
Operating Expenses | ' | ' | ' | ' | ' |
Advertising and marketing | ' | ' | 244,182 | 62,000 | 62,000 |
Amortization of intangible assets | ' | ' | 18,138 | ' | ' |
Amortization of property and equipment | ' | 241 | 32,677 | ' | ' |
Consulting fees | 48,750 | 48,750 | 2,173,938 | ' | 5,232 |
Foreign exchange loss | 5,085 | 2,399 | 254,784 | -1,259 | -18 |
General and administrative | 11,544 | 12,980 | 1,122,838 | 5,843 | 8,834 |
Impairment of goodwill | ' | ' | 29,516 | ' | ' |
Impairment of assets | ' | 885 | 2,220,609 | ' | ' |
Management fees (Note 4) | 16,706 | 27,655 | 1,222,381 | ' | 15,610 |
Payroll | ' | ' | 29,516 | ' | ' |
Professional fees | 19,369 | 47,498 | 788,790 | 19,146 | 41,827 |
Research and development | ' | ' | 318,360 | ' | ' |
Total Operating Expenses | 101,454 | 140,408 | 11,700,322 | 85,730 | 133,485 |
Operating Loss | -101,454 | -140,408 | -11,700,322 | -85,730 | -133,485 |
Other Income (Expense) | ' | ' | ' | ' | ' |
Accretion of discounts on convertible notes payable (Note 6) | ' | ' | -391,152 | -72,913 | -153,037 |
Amortization of deferred financing costs | ' | -1,527 | -16,254 | -3,409 | -6,131 |
Gain on settlement of debt | ' | ' | 807,352 | ' | ' |
Interest and other income | ' | ' | 181,682 | ' | ' |
Interest expense | -25,462 | -63,894 | -838,962 | -25,793 | -70,148 |
Loss on change in fair value of derivative liabilities (Note 7) | ' | ' | -570,590 | -32,723 | -172,134 |
Write-off of note receivable | ' | ' | -1,114,182 | ' | ' |
Total Other Income (Expense) | -25,462 | -63,894 | -1,942,106 | -134,838 | -401,450 |
Loss from Continuing Operations | -126,916 | -204,302 | -13,642,428 | -220,568 | -534,935 |
Discontinued Operations | ' | ' | ' | ' | ' |
Loss from discontinued operations | ' | ' | -1,282,616 | ' | ' |
Gain on disposal of discontinued operations | ' | ' | 76,834 | ' | ' |
Loss from Discontinued Operations | ' | ' | -1,205,782 | ' | ' |
Net Loss | ($126,916) | ($204,302) | ($14,848,210) | ($220,568) | ($534,935) |
Net Loss Per Share - Basic and Diluted | ' | ' | ' | ' | ' |
Continuing operations | ' | ' | ' | ' | ' |
Discontinued operations | ' | ' | ' | ' | ' |
Weighted Average Shares Outstanding | 67,108,000 | 67,619,000 | ' | 228,570,000 | 200,467,000 |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (USD $) | 6 Months Ended | 83 Months Ended | |
Apr. 30, 2012 | Apr. 30, 2013 | Apr. 30, 2013 | |
(Restated - Note 13) | (Restated - Note 13) | ||
Operating Activities | ' | ' | ' |
Net loss from continuing operations | ($204,302) | ($534,935) | ($13,642,428) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Accretion of discounts on convertible notes payable | ' | 155,037 | 391,152 |
Amortization of property and equipment | 241 | ' | 32,677 |
Amortization of intangible assets | ' | ' | 18,138 |
Amortization of deferred financing costs | 1,527 | 6,131 | 16,254 |
Gain on settlement of debt | ' | ' | -807,352 |
Impairment of goodwill | ' | ' | 3,274,109 |
Impairment of assets | 885 | ' | 2,220,609 |
Issuance of notes payable for services and penalties | ' | 62,000 | 152,402 |
Issuance of shares for services | ' | ' | 576,750 |
Loss on change in fair value of derivative liabilities | ' | 172,134 | 570,590 |
Stock-based compensation | 48,750 | ' | 1,136,981 |
Write-off of notes receivable | ' | ' | 1,114,182 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | ' | ' | -5,431 |
Prepaid expenses and deposits | ' | ' | -10,678 |
Bank indebtedness | ' | 390 | 390 |
Accounts payable and accrued liabilities | -1,344 | 52,239 | 887,796 |
Accrued interest payable | 47,052 | 52,081 | 605,944 |
Due to related parties | 28,566 | -1,535 | 633,334 |
Net Cash Used In Operating Activities | -78,625 | -38,458 | -2,834,582 |
Investing Activities | ' | ' | ' |
Acquisition of intangible assets | ' | ' | -182,687 |
Cash acquired in reverse merger | ' | ' | 1,523 |
Cash from disposition of subsidiary | ' | ' | 15,709 |
Loan receivable | -35,095 | -54,137 | -132,339 |
Acquisition of property and equipment | ' | ' | -33,562 |
Advances for note receivable | ' | ' | -1,114,182 |
Net Cash Provided By (Used In) Investing Activities | -35,095 | -54,137 | -1,445,538 |
Financing Activities | ' | ' | ' |
Proceeds from issuance of common stock | ' | ' | 1,821,267 |
Proceeds from issuance of preferred stock | ' | ' | 1,000,000 |
Proceeds from notes payable and convertible notes payable | 115,000 | 98,935 | 1,038,457 |
Repayment of notes payable | ' | ' | -81,250 |
Payment of deferred financing costs | ' | -6,500 | -20,500 |
Proceeds from related parties | ' | ' | 561,935 |
Repayments to related parties | ' | ' | -84,780 |
Share issuance costs | ' | ' | -8,000 |
Net Cash Provided By Financing Activities | 115,000 | 92,435 | 4,227,129 |
Effect of Exchange Rate Changes on Cash | ' | -210 | 54,514 |
Discontinued Operations: | ' | ' | ' |
Operating activities | ' | ' | -119,701 |
Investing activities | ' | ' | -661,509 |
Financing activities | ' | ' | 779,687 |
Net Cash Used in Discontinued Operations | ' | ' | -1,523 |
Increase (Decrease) in Cash | 1,280 | -370 | ' |
Cash, Beginning of Period | ' | 370 | ' |
Cash, End of Period | $1,280 | ' | ' |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended | ||
Apr. 30, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Basis of Presentation | ' | ||
1 | Basis of Presentation | ||
These interim unaudited financial statements of On4 Communications, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended October 31, 2012, included in the Company’s Annual Report on Form 10-K filed on February 13, 2013 with the SEC. | |||
The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at April 30, 2013, and the results of its operations and cash flows for the three months ended April 30, 2013. The results of operations for the three months ended April 30, 2013, are not necessarily indicative of the results to be expected for future quarters or the full year. | |||
Sound Revolution Inc. (the "Company"), was incorporated on June 4, 2001 under the laws of the State of Delaware and on October 2, 2009 changed its name to On4 Communications, Inc. On May 1, 2009, the Company merged with On4 Communications, Inc. (“On4”), an Arizona corporation incorporated on June 5, 2006. Pursuant to the terms of the merger agreement, the Company acquired all assets and liabilities of On4 by issuing new shares to all former shareholders of On4 on a 1-to-1 basis. The Company issued 27,955,089 common shares to the former shareholders of On4 and the merger was accounted for as a “reverse merger” using the purchase method of accounting, with the former shareholders of On4 controlling 68% of the issued and outstanding common shares of the Company after the closing of the transaction. Accordingly, On4 was deemed to be the acquirer for accounting purposes and the financial statements are presented as a continuation of On4 and include the results of operations of On4 since incorporation on June 5, 2006, and the results of operations of the Company since the date of acquisition on May 1, 2009. On May 3, 2012, the Company’s shareholders approved a name change to NetCents Systems International Ltd., however, this has not been declared effective as of the date of issuance of these financial statements. | |||
On4 is in the business of manufacturing two-way communication and location devices with applications that include tracking people, pets, assets, and inventory, among others. The Company had two wholly-owned subsidiaries: (i) Sound Revolution Recordings Inc., which was incorporated in British Columbia, Canada on June 20, 2001, for the purpose of carrying on music marketing services in British Columbia, and (ii) Charity Tunes Inc., which was incorporated in the State of Delaware on June 27, 2005, for the purpose of operating a website for the distribution of songs online. On March 16, 2011, the Company disposed its two wholly owned subsidiaries, Sound Revolution Recordings Inc., and Charity Tunes Inc., for consideration of $15,000 and 6,300 shares of the acquirer’s common stock. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities, and has not yet generated significant revenues from their intended business activities. |
Going_Concern
Going Concern | 3 Months Ended |
Apr. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Going Concern | ' |
Going Concern | |
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. As at April 30, 2013, the Company has not generated any revenues since inception, has a working capital deficiency of $1,792,354 and has an accumulated deficit of $14,931,682 since inception. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | |
The Company will need additional working capital to continue or to be successful in any future business activities. Therefore, continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to accomplish its objective. Management plans to seek debt or equity financing, or a combination of both, to raise the necessary working capital. | |
Summary_of_Significant_Account
Summary of Significant Accounting Principles | 3 Months Ended | ||
Apr. 30, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Summary of Significant Accounting Principles | ' | ||
2 | Summary of Significant Accounting Principles | ||
Comprehensive Loss | |||
ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at April 30, 2013 and October 31, 2012, the Company had no items that represent comprehensive income or loss. | |||
Recent Accounting Pronouncements | |||
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Loan_Receivable
Loan Receivable | 3 Months Ended | ||
Apr. 30, 2013 | |||
Receivables [Abstract] | ' | ||
Loan Receivable | ' | ||
3 | Loan Receivable | ||
On December 15, 2011, the Company entered into the share exchange agreement with NetCents Systems Ltd. (“NetCents”), as described in Note 11. As at April 30, 2013, the Company was owed $132,339 (October 31, 2012 - $78,202) for expenses paid on behalf of NetCents. The amount is unsecured, non-interest bearing and due on demand. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | ||
Apr. 30, 2013 | |||
Related Party Transactions [Abstract] | ' | ||
Related Party Transactions | ' | ||
4 | Related Party Transactions | ||
(a) As at April 30, 2013, the Company owed $26,965 (October 31, 2012 - $31,200) to the former Chief Financial Officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand. | |||
(b) As at April 30, 2013, the Company owed $2,159 (October 31, 2012 - $2,329) to the Chief Executive Officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand. | |||
(c) As at April 30, 2013, the Company owed $205,338 (October 31, 2012 - $205,338) to the former Chief Executive Officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand. | |||
(d) As at April 30, 2013, the Company owed $2,870 (October 31, 2012 - $Nil) to the Chief Operating Officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand. | |||
(e) During the three months ended April 30, 2013, the Company incurred $nil (2012 - $10,949) of management fees to the former Chief Financial Officer of the Company. |
Notes_Payable
Notes Payable | 3 Months Ended | |||
Apr. 30, 2013 | ||||
Debt Disclosure [Abstract] | ' | |||
Notes Payable | ' | |||
5. Notes Payable | ||||
April 30, | 31-Oct-12 | |||
2013 | $ | |||
$ | ||||
Kestrel Gold Inc., unsecured, due interest at prime plus 2% per annum, and due on demand. | 24,815 | 25,025 | ||
Scottsdale Investment Corporation, unsecured, due interest at 12% per annum, and due on demand. | 319,980 | 319,980 | ||
Gordon Jessop, unsecured, due interest at 5% per annum, and due on demand | 46,365 | 86,365 | ||
391,160 | 431,370 | |||
Convertible_Notes_Payable
Convertible Notes Payable | 3 Months Ended | ||
Apr. 30, 2013 | |||
Debt Disclosure [Abstract] | ' | ||
Convertible Notes Payable | ' | ||
6 | Convertible Notes Payable | ||
(a) On May 8, 2012, the Company entered into a convertible promissory note agreement for $32,500. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 8% per annum, and is due on February 11, 2013. Furthermore, the note is convertible 180 days after issuance into shares of common stock at a variable conversion price equal to 51% of the average of the lowest three closing bid prices for the common stock during the 10 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $32,500. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $32,500. During the six months ended April 30, 2013, the Company issued 22,871,651 shares of common stock for the conversion of $32,500 plus accrued interest of $1,300. As at April 30, 2013, $32,500 of accretion expense had been recorded upon the conversion of the note. | |||
The Company paid financing costs of $2,500 relating to the issuance of the note. | |||
(b) On August 7, 2012, the Company entered into a convertible promissory note agreement for $32,500. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 8% per annum, and is due on May 9, 2013. Furthermore, the note is convertible 180 days after issuance into shares of common stock at a variable conversion price equal to 51% of the average of the lowest two closing bid prices for the common stock during the 60 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $32,500. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $32,500. During the six months ended April 30, 2013, the Company issued 42,062,365 shares of common stock for the conversion of $32,500 plus accrued interest of $1,300. As at April 30, 2013, $32,500 of accretion expense had been recorded upon the conversion of the note. | |||
The Company paid financing costs $2,500 relating to the issuance of the note. | |||
(c) On September 10, 2012, the Company entered into a convertible promissory note agreement for $25,000. The proceeds were received on October 1, 2012. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 8% per annum, and is due on September 10, 2013. Furthermore, the note is convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 50% of the average of the lowest three closing bid prices for the common stock during the 10 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $25,000. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $25,000. During the six months ended April 30, 2013, the Company issued 35,660,372 shares of common stock for the conversion of $25,000 plus accrued interest of $1,538. As at April 30, 2013, $25,000 of accretion expense had been recorded upon the conversion of the note. | |||
The Company paid financing costs of $1,500 relating to the issuance of the note. | |||
(d) On September 10, 2012, the Company entered into a convertible promissory note agreement for $60,000. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 8% per annum, and is due on September 10, 2013. Furthermore, the note is convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 55% of the average of the lowest closing bid prices for the common stock during the 5 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $60,000. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $60,000. During the year ended October 31, 2012, the Company issued 17,681,232 shares of common stock for the conversion of $40,000 of the note. During the six months ended April 30, 2013, the Company issued 15,329,249 shares of common stock for the conversion of $20,000 of the note and $220 of interest. As at April 30, 2013, $60,000 of accretion expense had been recorded. | |||
(e) On November 13, 2012, the Company entered into a convertible promissory note agreement for $20,000. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 5% per annum, and is due on November 5, 2013. Furthermore, the note is convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 50% of the average of the lowest three closing bid prices for the common stock during the 20 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $20,000. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $20,000. As at April 30, 2013, $2,558 of accretion expense had been recorded and the carrying value of the note is $2,558. | |||
(f) On November 13, 2012, the Company entered into a convertible promissory note agreement for $40,000. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 5% per annum, and is due on November 5, 2013. Furthermore, the note is convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 50% of the average of the lowest three closing bid prices for the common stock during the 20 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $40,000. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $40,000. During the six months ended April 30, 2013, the Company issued 47,892,726 shares of common stock for the conversion of $40,000 of the note and $320 of interest. As at April 30, 2013, $40,000 of accretion expense had been recorded. | |||
(g) On December 3, 2012, the Company entered into a Convertible Promissory Note agreement for $32,500. Pursuant to the agreement, the loan is convertible 180 days after issuance into shares of common stock at a variable conversion price equal to 51% of the average of the lowest two closing bid prices for the common stock during the 20 trading days prior to the date of the conversion notice. The loan bears interest at 8% per year and the principal amount and any interest thereon are due on September 5, 2013. Pursuant to ASC 815, “Derivatives and Hedging,” the Company will recognize the fair value of the embedded conversion feature as a derivative liability when the note becomes convertible on June 1, 2013. | |||
The Company paid financing costs $2,500 relating to the issuance of the note. | |||
(h) On February 10, 2013, the Company entered into a Convertible Promissory Note agreement for $27,500. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 8% per annum, and is due on February 10, 2014. Furthermore, the note is convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 50% of the average of the lowest three closing bid prices for the common stock during the 10 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $27,500. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $27,500. As at April 30, 2013, $1,094 of accretion expense had been recorded and the carrying value of the note is $1,094. | |||
The Company paid financing costs of $1,500 relating to the issuance of the note. | |||
(i) On February 20, 2013, the Company entered into a Convertible Promissory Note agreement for $37,500. Pursuant to the agreement, the loan is convertible 180 days after issuance into shares of common stock at a variable conversion price equal to 51% of the average of the lowest two closing bid prices for the common stock during the 20 trading days prior to the date of the conversion notice. The loan bears interest at 8% per year and the principal amount and any interest thereon are due on November 22, 2013. Pursuant to ASC 815, “Derivatives and Hedging,” the Company will recognize the fair value of the embedded conversion feature as a derivative liability when the note becomes convertible on August 29, 2013. | |||
The Company paid financing costs $2,500 relating to the issuance of the note. | |||
(j) On February 1, 2013, the Company entered into a Convertible Promissory Note agreement for $62,000 of marketing services. Pursuant to the agreement, the loan is convertible at any time after issuance into shares of common stock at a price of $1.0363 per share. The loan bears interest at 1% per year and the principal amount and any interest thereon are due on January 30, 2014. |
Derivative_Liabilities
Derivative Liabilities | 3 Months Ended | ||||
Apr. 30, 2013 | |||||
Notes to Financial Statements | ' | ||||
Derivative Liabilities | ' | ||||
7 | Derivative Liabilities | ||||
The conversion options of the convertible notes payable, as disclosed in Note 6, are required to record a derivative at their estimated fair value on each balance sheet date with changes in fair value reflected in the statement of operations. | |||||
The fair value of the derivative liabilities for the May 8, 2012, September 10, 2012, November 13, 2012, and February 10, 2013 convertible notes were $36,123, $37,357, $36,987, $139,369, $69,684 and $57,147 on vesting, respectively. The fair values as at April 30, 2013 and October 31, 2012 are as follows: | |||||
April 30, | 31-Oct-12 | ||||
2013 | $ | ||||
$ | |||||
$25,000 convertible debenture issued September 10, 2012 | – | 66,759 | |||
$60,000 convertible debenture issued September 10, 2012 | – | 36,988 | |||
$40,000 convertible debenture issued November 13, 2012 | 43,600 | – | |||
$20,000 convertible debenture issued February 15, 2013 | 57,839 | – | |||
101,439 | 103,747 | ||||
During the three months ended April 30, 2013, the Company recorded a loss on the change in fair value of the derivative liabilities of $172,134 (2012 – $nil). | |||||
The Company uses the Black-Scholes option pricing model to calculate the fair values of the derivative liabilities. The following table shows the assumptions used in the calculations: | |||||
Expected Volatility | Risk-free Interest Rate | Expected Dividend Yield | Expected Life (in years) | ||
May 8, 2012 convertible note | |||||
As at November 4, 2012 (date of vesting) | 326% | 0.09% | 0% | 0.27 | |
As at April 30, 2013 | – | – | – | – | |
September 10, 2012 convertible note | |||||
As at October 1, 2012 (date of vesting) | 300% | 1.13% | 0% | 0.94 | |
As at April 30, 2013 | – | – | – | – | |
November 13, 2012 convertible notes | |||||
As at November 13, 2012 (date of vesting) | 313% | 0.18% | 0% | 0.98 | |
As at April 30, 2013 | 347% | 0.09% | 0% | 0.52 | |
August 7, 2012 convertible note | |||||
As at February 3, 2013 (date of vesting) | 420% | 0.60% | 0% | 0.26 | |
As at April 30, 2013 | – | – | – | – | |
February 10, 2013 convertible notes | |||||
As at February 10, 2013 (date of vesting) | 307% | 0.17% | 0% | 1 | |
As at April 30, 2013 | 332% | 0.11% | 0% | 0.8 | |
Common_Stock
Common Stock | 3 Months Ended | ||
Apr. 30, 2013 | |||
Equity [Abstract] | ' | ||
Common Stock | ' | ||
8 | Common Stock | ||
(a) Effective April 20, 2012, the Company amended its Articles of Incorporation to increase the authorized number of shares of common stock from 100,000,000 to 200,000,000 shares with a par value of $0.0001 per share. Effective November 30, 2012, the Company amended its Articles of Incorporation to increase the authorized number of shares of common stock from 200,000,000 to 600,000,000 shares with a par value of $0.0001 per share, and the authorized number of preferred stock from 10,000,000 to 30,000,000 shares with no par value. | |||
(b) During the six months ended April 30, 2013, the Company issued an aggregate of 163,816,363 common shares upon the conversion of $150,000 of convertible notes payable and accrued interest of $4,678 as described in Note 6. |
Share_Purchase_Warrants
Share Purchase Warrants | 3 Months Ended | ||
Apr. 30, 2013 | |||
Equity [Abstract] | ' | ||
Share Purchase Warrants | ' | ||
9 | Share Purchase Warrants | ||
The following table summarizes the continuity of share purchase warrants: | |||
Number of | Weighted Average Exercise Price | ||
Warrants | $ | ||
Balance, October 31, 2012 | 156,000 | 0.5 | |
Expired | -156,000 | 0.5 | |
Balance, April 30, 2013 | – | – | |
Stock_Options
Stock Options | 3 Months Ended | ||||
Apr. 30, 2013 | |||||
Other Liabilities Disclosure [Abstract] | ' | ||||
Stock Options | ' | ||||
10 | Stock Options | ||||
The following table summarizes stock option plan activities: | |||||
Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (years) | |||
$ | Aggregate Intrinsic Value | ||||
$ | |||||
Outstanding, October 31, 2012 and April 30, 2013 | 2,625,000 | 0.3 | 2.46 | – | |
The Company’s had no unvested stock options at April 30, 2013 or October 31, 2012. | |||||
Additional information regarding stock options as of April 30, 2013 is as follows: | |||||
Number of | Exercise | Expiry Date | |||
Options | Price | ||||
$ | |||||
2,000,000 | 0.15 | 3-Mar-15 | |||
275,000 | 0.5 | 23-Jul-17 | |||
350,000 | 1 | 18-Dec-17 | |||
2,625,000 | |||||
Commitments
Commitments | 3 Months Ended | ||
Apr. 30, 2013 | |||
Commitments (Note 11) | ' | ||
Commitments | ' | ||
11 | Commitments | ||
(a) On February 23, 2010, the Company entered into a trademark license agreement (the “Agreement”). Pursuant to the Agreement, the Company was granted an exclusive license to use certain trademarks and trade names on the Company’s hardware, software and services that provide tracking and location monitoring for people, animals and property of any other nature, but excluding firearms and related accessories, as well as existing licensed products and services of the Company, including but not limited to GPS, E911, A-GPS, radio frequency, beacon technology. Other applications that are covered under the Trademark License Agreement also include offenders monitoring, elderly, medical, teens and children tracking, public safety officers, executives, cars, tracks, motorcycles, aircrafts, boats, personal watercrafts, ATV’s, equipment, cargo, tools, trailers, electronic equipment, retail goods, and consumer goods in transit. The licensed territory includes the United States, Canada and Mexico. The Agreement expires on February 1, 2015. | |||
The Company must pay a royalty of net sales and incurred a non-refundable advance against royalties of $5,000. The Company must pay guaranteed royalties with 25% of each royalty for the year due at the end of each calendar quarter. Further, the Company has agreed to spend an amount equal to at least 2% of all net sales of the licensed products during each contract year for promotional activities. | |||
(b) On December 15, 2011, the Company entered into a share exchange agreement (the “Agreement”) with NetCents Systems Ltd. (“NetCents”). Pursuant to the terms of the Agreement, the Company will issue two shares of common stock for every one share of NetCents stock issued and outstanding on the date of closing. Upon completion of the transaction, NetCents would become a wholly owned subsidiary of the Company. The Agreement is subject to conditions precedent to closing and the risk that these conditions precedent will not be satisfied results in there being no assurance that the Agreement will be completed as contemplated, or at all. As of the date of issuance of these financial statements, the agreement had yet to be completed. |
Supplemental_Disclosures
Supplemental Disclosures | 3 Months Ended | |||
Apr. 30, 2013 | ||||
Supplemental Cash Flow Elements [Abstract] | ' | |||
Supplemental Disclosures | ' | |||
12. Supplemental Disclosures | ||||
Three Months Ended | Three Months Ended | Accumulated From | ||
April 30, | April 30, | 5-Jun-06 | ||
2013 | 2012 | (Date of Inception) | ||
$ | $ | to April 30, | ||
2013 | ||||
$ | ||||
Non-cash investing and financing activities: | ||||
Shares issued for settlement of debt | 66,365 | – | 305,696 | |
Supplemental Disclosures: | ||||
Interest paid | – | – | – | |
Income taxes paid | – | – | – | |
Restatement
Restatement | 3 Months Ended | |||
Apr. 30, 2013 | ||||
Equity [Abstract] | ' | |||
Restatement | ' | |||
13 | Restatement | |||
The financial statements have been restated to account for a convertible promissory note, signed on February 1, 2013, that was previously not recorded or disclosed by the Company. On February 1, 2013, the Company entered into a convertible promissory note in exchange for advertising services with a fair value of $62,000. Under the terms of the convertible note, the amount owing is unsecured, bears, interest at 1% per annum, and is due on January 30, 2014. The note is convertible into common shares of the Company at $1.03 per share. | ||||
The effect of the restatement increases liabilities by $62,149, and increases the net loss for the three and six months ended April 30, 2013 by $62,149. The following tables reflect the effects of the restatements on the Company’s unaudited financial statements: | ||||
Condensed Balance Sheets | ||||
30-Apr-13 | ||||
As Reported | Adjustment | As Restated | ||
Current Liabilities | ||||
Accrued interest payable | $ 376,946 | $ 149 | $ 377,095 | |
Convertible notes payable | 73,652 | 62,000 | 135,652 | |
Total Liabilities | 1,862,544 | 62,149 | 1,924,694 | |
Stockholders’ Deficit | ||||
Deficit accumulated during the development stage | -14,869,533 | -62,149 | -14,931,682 | |
Total Stockholders’ Deficit | ($1,725,959) | $ (62,149) | ($1,788,109) | |
Condensed Statements of Operations | ||||
For the Three Months Ended April 30, 2013 | ||||
As Reported | Adjustment | As Restated | ||
Advertising and marketing | $ – | $ 62,000 | $ 62,000 | |
Total Operating Expense | 23,730 | 62,000 | 85,730 | |
Operating Loss | -23,730 | -62,000 | -85,730 | |
Interest expense | -25,644 | -149 | -25,793 | |
Total Other Income (Expenses) | -134,689 | -149 | -134,838 | |
Loss from Continuing Operations | -158,419 | -62,149 | -220,568 | |
Net Loss | $ (158,419) | $ (62,149) | $ (220,568) | |
For the Six Months Ended April 30, 2013 | ||||
As Reported | Adjustment | As Restated | ||
Advertising and marketing | $ – | $ 62,000 | $ 62,000 | |
Total Operating Expense | 71,485 | 62,000 | 133,485 | |
Operating Loss | -71,485 | -62,000 | -133,485 | |
Interest expense | -69,999 | -149 | -70,148 | |
Total Other Income (Expenses) | -401,301 | -149 | -401,450 | |
Loss from Continuing Operations | -472,786 | -62,149 | -534,935 | |
Net Loss | $ (472,786) | $ (62,149) | $ (534,935) | |
Period from June 5, 2006 (Inception) to April 30, 2013 | ||||
As Reported | Adjustment | As Restated | ||
Advertising and marketing | $ 182,182 | $ 62,000 | $ 244,182 | |
Total Operating Expense | 11,638,322 | 62,000 | 11,700,322 | |
Operating Loss | -11,638,322 | -62,000 | -11,700,322 | |
Interest expense | -838,813 | -149 | -838,962 | |
Total Other Income (Expenses) | -1,941,957 | -149 | -1,942,106 | |
Loss from Continuing Operations | -13,580,279 | -62,149 | -13,642,428 | |
Net Loss | ($14,786,061) | $ (62,149) | ($14,848,210) | |
Condensed Statements of Cashflows | ||||
For the Six Months Ended April 30, 2013 | ||||
Statement of Cash Flows | As Reported | Adjustment | As Restated | |
Net loss from continuing operations | $ (472,786) | $ (62,149) | $ (534,935) | |
Issuance of notes payable for services and penalties | – | 62,000 | 62,000 | |
Accrued interest payable | $ 51,932 | $ 149 | $ 52,081 | |
Period from June 5, 2006 (Inception) to April 30, 2013 | ||||
Statement of Cash Flows | As Reported | Adjustment | As Restated | |
Net loss from continuing operations | ($13,580,279) | $ (62,149) | ($13,642,428) | |
Issuance of notes payable for services and penalties | 90,402 | 62,000 | 152,402 | |
Accrued interest payable | $ 605,795 | $ 149 | $ 605,944 | |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Apr. 30, 2013 | |
Subsequent Events (Note 14) | ' |
Subsequent Events | ' |
14. Subsequent Events | |
(a) Subsequent to April 30, 2013, the Company issued 26,750,000 shares of common stock upon the conversion of the convertible notes as described in Note 6. | |
(b) Subsequent to April 30, 2013, the Company entered into three debt settlement agreements. Pursuant to the agreements, the Company would issue 717,663 units to settle $215,299 of amounts owed to creditors. Each unit consists of one common share and one share purchase warrant to purchase an additional common share of the Company at $0.30 for two years. As of the date of this filing, the shares have not been issued. | |
(c) Subsequent to April 30, 2013, the Company entered into a debt settlement agreement. Pursuant to the agreement, the Company settled $60,614 of amounts owing to a creditor for a cash payment of $12,122. |
Summary_of_Significant_Account1
Summary of Significant Accounting Principles (Policies) | 3 Months Ended |
Apr. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Comprehensive Loss | ' |
Comprehensive Loss | |
ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at April 30, 2013 and October 31, 2012, the Company had no items that represent comprehensive income or loss. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Notes_Payable_Tables
Notes Payable (Tables) | 3 Months Ended | |||
Apr. 30, 2013 | ||||
Debt Disclosure [Abstract] | ' | |||
Notes Payable | ' | |||
April 30, | 31-Oct-12 | |||
2013 | $ | |||
$ | ||||
Kestrel Gold Inc., unsecured, due interest at prime plus 2% per annum, and due on demand. | 24,815 | 25,025 | ||
Scottsdale Investment Corporation, unsecured, due interest at 12% per annum, and due on demand. | 319,980 | 319,980 | ||
Gordon Jessop, unsecured, due interest at 5% per annum, and due on demand | 46,365 | 86,365 | ||
391,160 | 431,370 | |||
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 3 Months Ended | ||||
Apr. 30, 2013 | |||||
Notes to Financial Statements | ' | ||||
Fair values of the derivative liabilities | ' | ||||
April 30, | 31-Oct-12 | ||||
2013 | $ | ||||
$ | |||||
$25,000 convertible debenture issued September 10, 2012 | – | 66,759 | |||
$60,000 convertible debenture issued September 10, 2012 | – | 36,988 | |||
$40,000 convertible debenture issued November 13, 2012 | 43,600 | – | |||
$20,000 convertible debenture issued February 15, 2013 | 57,839 | – | |||
101,439 | 103,747 | ||||
Assumptions used in the calculation of the fair values of the derivative liabilities | ' | ||||
Expected Volatility | Risk-free Interest Rate | Expected Dividend Yield | Expected Life (in years) | ||
May 8, 2012 convertible note | |||||
As at November 4, 2012 (date of vesting) | 326% | 0.09% | 0% | 0.27 | |
As at April 30, 2013 | – | – | – | – | |
September 10, 2012 convertible note | |||||
As at October 1, 2012 (date of vesting) | 300% | 1.13% | 0% | 0.94 | |
As at April 30, 2013 | – | – | – | – | |
November 13, 2012 convertible notes | |||||
As at November 13, 2012 (date of vesting) | 313% | 0.18% | 0% | 0.98 | |
As at April 30, 2013 | 347% | 0.09% | 0% | 0.52 | |
August 7, 2012 convertible note | |||||
As at February 3, 2013 (date of vesting) | 420% | 0.60% | 0% | 0.26 | |
As at April 30, 2013 | – | – | – | – | |
February 10, 2013 convertible notes | |||||
As at February 10, 2013 (date of vesting) | 307% | 0.17% | 0% | 1 | |
As at April 30, 2013 | 332% | 0.11% | 0% | 0.8 |
Share_Purchase_Warrants_Tables
Share Purchase Warrants (Tables) | 3 Months Ended | ||
Apr. 30, 2013 | |||
Equity [Abstract] | ' | ||
Share purchase warrants | ' | ||
Number of | Weighted Average Exercise Price | ||
Warrants | $ | ||
Balance, October 31, 2012 | 156,000 | 0.5 | |
Expired | -156,000 | 0.5 | |
Balance, April 30, 2013 | – | – | |
Stock_Options_Tables
Stock Options (Tables) | 3 Months Ended | ||||
Apr. 30, 2013 | |||||
Other Liabilities Disclosure [Abstract] | ' | ||||
Stock option plan activities | ' | ||||
Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (years) | |||
$ | Aggregate Intrinsic Value | ||||
$ | |||||
Outstanding, October 31, 2012 and April 30, 2013 | 2,625,000 | 0.3 | 2.46 | – | |
Additional information regarding stock options | ' | ||||
Number of | Exercise | Expiry Date | |||
Options | Price | ||||
$ | |||||
2,000,000 | 0.15 | 3-Mar-15 | |||
275,000 | 0.5 | 23-Jul-17 | |||
350,000 | 1 | 18-Dec-17 | |||
2,625,000 |
Supplemental_Disclosures_Table
Supplemental Disclosures (Tables) | 3 Months Ended | |||
Apr. 30, 2013 | ||||
Supplemental Cash Flow Elements [Abstract] | ' | |||
Supplemental Disclosures | ' | |||
Three Months Ended | Three Months Ended | Accumulated From | ||
April 30, | April 30, | 5-Jun-06 | ||
2013 | 2012 | (Date of Inception) | ||
$ | $ | to April 30, | ||
2013 | ||||
$ | ||||
Non-cash investing and financing activities: | ||||
Shares issued for settlement of debt | 66,365 | – | 305,696 | |
Supplemental Disclosures: | ||||
Interest paid | – | – | – | |
Income taxes paid | – | – | – |
Restatement_Tables
Restatement (Tables) | 3 Months Ended | |||
Apr. 30, 2013 | ||||
Equity [Abstract] | ' | |||
Condensed Balance Sheets | ' | |||
30-Apr-13 | ||||
As Reported | Adjustment | As Restated | ||
Current Liabilities | ||||
Accrued interest payable | $ 376,946 | $ 149 | $ 377,095 | |
Convertible notes payable | 73,652 | 62,000 | 135,652 | |
Total Liabilities | 1,862,544 | 62,149 | 1,924,694 | |
Stockholders’ Deficit | ||||
Deficit accumulated during the development stage | -14,869,533 | -62,149 | -14,931,682 | |
Total Stockholders’ Deficit | ($1,725,959) | $ (62,149) | ($1,788,109) | |
Condensed Statetments of Operations | ' | |||
For the Three Months Ended April 30, 2013 | ||||
As Reported | Adjustment | As Restated | ||
Advertising and marketing | $ – | $ 62,000 | $ 62,000 | |
Total Operating Expense | 23,730 | 62,000 | 85,730 | |
Operating Loss | -23,730 | -62,000 | -85,730 | |
Interest expense | -25,644 | -149 | -25,793 | |
Total Other Income (Expenses) | -134,689 | -149 | -134,838 | |
Loss from Continuing Operations | -158,419 | -62,149 | -220,568 | |
Net Loss | $ (158,419) | $ (62,149) | $ (220,568) | |
For the Six Months Ended April 30, 2013 | ||||
As Reported | Adjustment | As Restated | ||
Advertising and marketing | $ – | $ 62,000 | $ 62,000 | |
Total Operating Expense | 71,485 | 62,000 | 133,485 | |
Operating Loss | -71,485 | -62,000 | -133,485 | |
Interest expense | -69,999 | -149 | -70,148 | |
Total Other Income (Expenses) | -401,301 | -149 | -401,450 | |
Loss from Continuing Operations | -472,786 | -62,149 | -534,935 | |
Net Loss | $ (472,786) | $ (62,149) | $ (534,935) | |
Period from June 5, 2006 (Inception) to April 30, 2013 | ||||
As Reported | Adjustment | As Restated | ||
Advertising and marketing | $ 182,182 | $ 62,000 | $ 244,182 | |
Total Operating Expense | 11,638,322 | 62,000 | 11,700,322 | |
Operating Loss | -11,638,322 | -62,000 | -11,700,322 | |
Interest expense | -838,813 | -149 | -838,962 | |
Total Other Income (Expenses) | -1,941,957 | -149 | -1,942,106 | |
Loss from Continuing Operations | -13,580,279 | -62,149 | -13,642,428 | |
Net Loss | ($14,786,061) | $ (62,149) | ($14,848,210) | |
Condensed Statements of Cashflows | ' | |||
For the Six Months Ended April 30, 2013 | ||||
Statement of Cash Flows | As Reported | Adjustment | As Restated | |
Net loss from continuing operations | $ (472,786) | $ (62,149) | $ (534,935) | |
Issuance of notes payable for services and penalties | – | 62,000 | 62,000 | |
Accrued interest payable | $ 51,932 | $ 149 | $ 52,081 | |
Period from June 5, 2006 (Inception) to April 30, 2013 | ||||
Statement of Cash Flows | As Reported | Adjustment | As Restated | |
Net loss from continuing operations | ($13,580,279) | $ (62,149) | ($13,642,428) | |
Issuance of notes payable for services and penalties | 90,402 | 62,000 | 152,402 | |
Accrued interest payable | $ 605,795 | $ 149 | $ 605,944 |
Basis_of_Presentation_Details_
Basis of Presentation (Details Narrative) (USD $) | Mar. 16, 2011 | 1-May-09 |
Accounting Policies [Abstract] | ' | ' |
Issuance of common stock to former shareholder | ' | 27,955,089 |
Percentage of issued and outstanding common stock controlled by former shareholders | ' | 68.00% |
Cash consideration for disposal of wholly owned subsidiaries | $15,000 | ' |
Common stock consideration for disposal of wholly owned subsidiaries | 6,300 | ' |
Loan_Receivable_Details_Narrat
Loan Receivable (Details Narrative) (USD $) | Apr. 30, 2013 | Oct. 31, 2012 |
Receivables [Abstract] | ' | ' |
Receivables owed for expenses paid on behalf of NetCents | $132,339 | $78,202 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 3 Months Ended | |||||||||
Apr. 30, 2013 | Apr. 30, 2012 | Apr. 30, 2013 | Oct. 31, 2012 | Apr. 30, 2013 | Oct. 31, 2012 | Apr. 30, 2013 | Oct. 31, 2012 | Apr. 30, 2013 | Oct. 31, 2012 | |
Former Chief Financial Officer | Former Chief Financial Officer | Former Chief Executive Officer | Former Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Operating Officer | Chief Operating Officer | |||
Cash owed | ' | ' | $26,965 | $31,200 | $205,338 | $205,338 | $2,159 | $2,329 | $2,870 | ' |
Management fees incurred | ' | $10,949 | ' | ' | ' | ' | ' | ' | ' | ' |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Apr. 30, 2013 | Oct. 31, 2012 |
Kestrel Gold Inc. | ' | ' |
Notes Payable | $24,815 | $25,025 |
Notes Payable, interest rate | 2.00% | 2.00% |
Scottsdale Investment Corporation | ' | ' |
Notes Payable | 319,980 | 319,980 |
Notes Payable, interest rate | 12.00% | 12.00% |
Gordon Jessop | ' | ' |
Notes Payable | 46,365 | 86,365 |
Notes Payable, interest rate | 5.00% | 5.00% |
Total | ' | ' |
Notes Payable | $391,160 | $431,370 |
Convertible_Notes_Payable_b_De
Convertible Notes Payable (b) (Details Narrative) (USD $) | Feb. 02, 2013 | Apr. 30, 2013 | 8-May-13 | Apr. 30, 2013 | Aug. 07, 2012 | Apr. 30, 2013 | Sep. 10, 2012 | Apr. 30, 2013 | Oct. 31, 2012 | Sep. 10, 2012 | Apr. 30, 2013 | Nov. 13, 2012 | Apr. 30, 2013 | Nov. 13, 2012 | Apr. 30, 2013 | Dec. 03, 2012 | Apr. 30, 2013 | Feb. 10, 2013 | Apr. 30, 2013 | Feb. 20, 2013 | Feb. 02, 2013 |
Convertible debenture issued total | Convertible debenture issued total | Convertible Notes Payable (b) | Convertible Notes Payable (b) | Convertible Notes Payable (c) | Convertible Notes Payable (c) | Convertible Notes Payable (d) | Convertible Notes Payable (d) | Convertible Notes Payable (d) | Convertible Notes Payable (e) | Convertible Notes Payable (e) | Convertible Notes Payable (f) | Convertible Notes Payable (f) | Convertible Notes Payable (g) | Convertible Notes Payable (g) | Convertible Notes Payable (h) | Convertible Notes Payable (h) | Convertible Notes Payable (i) | Convertible Notes Payable (i) | Convertible Notes Payable (j) | ||
Convertible promissory note agreement | ' | ' | $32,500 | ' | $32,500 | ' | $25,000 | ' | ' | $60,000 | ' | $20,000 | ' | $40,000 | ' | $32,500 | ' | $27,500 | ' | $37,500 | $62,000 |
Convertible loan, interest rate | ' | ' | 8.00% | ' | 8.00% | ' | 8.00% | ' | ' | 8.00% | ' | 5.00% | ' | 5.00% | ' | 8.00% | ' | 8.00% | ' | 8.00% | 1.00% |
Debt discount resulting from the fair value of the derivative liability | ' | ' | 32,500 | ' | 32,500 | ' | 25,000 | ' | ' | 60,000 | ' | 20,000 | ' | 40,000 | ' | ' | ' | 27,500 | ' | ' | ' |
Issuance of common stock for conversion | ' | 22,871,651 | ' | 42,062,365 | ' | 35,660,372 | ' | 15,329,249 | 17,681,232 | ' | ' | ' | 47,892,726 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion amount | ' | 32,500 | ' | 32,500 | ' | 25,000 | ' | 20,000 | 40,000 | ' | ' | ' | 40,000 | ' | ' | ' | 27,500 | ' | ' | ' | ' |
Accrued interest | ' | 1,300 | ' | 1,300 | ' | 1,538 | ' | 220 | ' | ' | ' | ' | 320 | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion expense recorded upon conversion of note | ' | 32,500 | ' | 32,500 | ' | 25,000 | ' | 60,000 | ' | ' | 20,000 | ' | 40,000 | ' | ' | ' | 1,094 | ' | ' | ' | ' |
Financing costs relating to the issuance of note | ' | 2,500 | ' | 2,500 | ' | 1,500 | ' | ' | ' | ' | ' | ' | ' | ' | 2,500 | ' | 1,500 | ' | 2,500 | ' | ' |
Variable conversion price | ' | ' | 51.00% | ' | 51.00% | ' | 50.00% | ' | ' | 55.00% | ' | 50.00% | ' | 50.00% | ' | 51.00% | ' | 50.00% | ' | 51.00% | ' |
Carrying value of note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,558 | ' | ' | ' | ' | ' | $1,094 | ' | ' | ' | ' |
Common stock price per share | $1.03 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.04 |
Derivative_Liabilities_Fair_va
Derivative Liabilities - Fair values of the derivative liabilities (Details) (USD $) | Apr. 30, 2013 | Oct. 31, 2012 |
$20,000 convertible debenture issued February 15, 2013 | ' | ' |
Fair value of the derivative liabilities | $57,839 | $36,988 |
$40,000 convertible debenture issued November 13, 2012 | ' | ' |
Fair value of the derivative liabilities | 43,600 | 66,759 |
Convertible debenture issued total | ' | ' |
Fair value of the derivative liabilities | $101,439 | $103,747 |
Derivative_Liabilities_Assumpt
Derivative Liabilities - Assumptions used in the calculation of the fair values of the derivative liabilities (Details) | 0 Months Ended | |||||||||
8-May-12 | Feb. 10, 2013 | Nov. 13, 2012 | Aug. 07, 2012 | 8-May-12 | Sep. 10, 2012 | Sep. 10, 2012 | Nov. 13, 2012 | Aug. 07, 2012 | Feb. 10, 2013 | |
November 4, 2012 convertible note (by date of vesting) | As at April 30, 2013 convertible note | As at April 30, 2013 convertible note | As at April 30, 2013 convertible note | As at April 30, 2013 convertible note | October 1, 2012 convertible note (by date of vesting) | As at April 30, 2013 convertible note | November 13, 2012 convertible note (by date of vesting) | February 3, 2013 convertible note (by date of vesting) | February 10, 2013 convertible note (by date of vesting) | |
Expected Volatility | 326.00% | 332.00% | 347.00% | ' | ' | 300.00% | ' | 313.00% | 420.00% | 307.00% |
Risk-free Interest Rate | 0.09% | 0.11% | 0.09% | ' | ' | 1.13% | ' | 0.18% | 0.60% | 0.17% |
Expected Dividend Yield | 0.00% | 0.00% | 0.00% | ' | ' | 0.00% | ' | 0.00% | 0.00% | 0.00% |
Expected Life (in years) | '3 months 7 days | '6 months 18 days | '6 months 7 days | ' | ' | '3 months 8 days | ' | '11 months 22 days | '3 months 3 days | '12 months 0 days |
Derivative_Liabilities_Details
Derivative Liabilities (Details Narrative) (USD $) | 3 Months Ended | ||||
Apr. 30, 2013 | Feb. 10, 2013 | Nov. 13, 2012 | Sep. 10, 2012 | 8-May-12 | |
Notes to Financial Statements | ' | ' | ' | ' | ' |
Fair value of the derivative liabilities | ' | $139,369 | $36,987 | $37,357 | $36,123 |
Loss on the change in fair value of the derivative liabilities | $172,134 | ' | ' | ' | ' |
Common_Stock_Details_Narrative
Common Stock (Details Narrative) (USD $) | 6 Months Ended | ||
Apr. 30, 2013 | Nov. 30, 2012 | Apr. 20, 2012 | |
Equity [Abstract] | ' | ' | ' |
Authorized number of common stock shares | 600,000,000 | 200,000,000 | 100,000,000 |
Increased authorized number of common stock shares | ' | 600,000,000 | 200,000,000 |
Increased common stock, par value | ' | $0.00 | $0.00 |
Authorized number of preferred stock shares | 30,000,000 | 10,000,000 | ' |
Increased authorized number of preferred stock shares | ' | 30,000,000 | ' |
Issuance of common stock | 163,816,363 | ' | ' |
Value of convertible notes payable | $150,000 | ' | ' |
Accrued interest | $4,678 | ' | ' |
Share_Purchase_Warrants_Share_
Share Purchase Warrants - Share purchase warrants (Details) (USD $) | Apr. 30, 2013 | Oct. 31, 2012 |
Number of Warrants | ' | ' |
Share purchase warrants, value | 0 | 156,000 |
Expired, value | ' | -156,000 |
Weighted Average Exercise Price ($) | ' | ' |
Share purchase warrants, per share | 0 | 0.5 |
Expired, per share | ' | 0.5 |
Stock_Options_Stock_option_pla
Stock Options - Stock option plan activities (Details) (USD $) | Apr. 30, 2013 | Apr. 30, 2013 | Oct. 31, 2012 | Oct. 31, 2012 | Apr. 30, 2013 | Oct. 31, 2012 | Apr. 30, 2013 |
Weighted Average Exercise Price ($) | Number of Options | Number of Options | Weighted Average Exercise Price ($) | Aggregate Intrinsic Value ($) | Aggregate Intrinsic Value ($) | Weighted Average Remaining Contractual Life (years) | |
Stock options outstanding, shares | ' | 2,625,000 | 2,625,000 | ' | ' | ' | ' |
Stock options outstanding, per share | $0.30 | ' | ' | $0.30 | ' | ' | ' |
Stock options outstanding, years | ' | ' | ' | ' | ' | ' | '2 years 5 months 16 days |
Stock options outstanding, value | ' | ' | ' | ' | ' | ' | ' |
Stock_Options_Additional_infor
Stock Options - Additional information regarding stock options (Details) (USD $) | Apr. 30, 2013 |
Exercise Price ($) | ' |
Stock options - Expiry Date March 3, 2015, per share | $0.15 |
Stock options - Expiry Date July 23, 2017, per share | $0.50 |
Stock options - Expiry Date December 18, 2017, per share | $1 |
Equity Option [Member] | ' |
Stock options - Expiry Date March 3, 2015 | 2,000,000 |
Stock options - Expiry Date July 23, 2017 | 275,000 |
Stock options - Expiry Date December 18, 2017 | 350,000 |
Stock options | 2,625,000 |
Commitments_Details_Narrative
Commitments (Details Narrative) (USD $) | 59 Months Ended | |
Feb. 01, 2015 | Feb. 23, 2010 | |
Trademark License Agreement | ' | ' |
Non-refundable advance against royalties | ' | $5,000 |
Percentage of annual guaranteed royalties due at end of each calender quarter | 25.00% | ' |
Percentage of all net sales of licensed products to be spent for promotional activities each contract year | 2.00% | ' |
Supplemental_Disclosures_Suppl
Supplemental Disclosures - Supplemental Disclosures (Details) (USD $) | 3 Months Ended | 83 Months Ended | |
Apr. 30, 2013 | Apr. 30, 2012 | Apr. 30, 2013 | |
Non-cash investing and financing activities: | ' | ' | ' |
Shares issued for settlement of debt | $66,365 | ' | $305,696 |
Supplemental Disclosures: | ' | ' | ' |
Interest paid | ' | ' | ' |
Income taxes paid | ' | ' | ' |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 3 Months Ended |
Apr. 30, 2013 | |
Subsequent Events (a) | ' |
Issuance of common stock upon conversion | 26,750,000 |
Subsequent Events (b) | ' |
Issuance of common stock upon conversion | 717,663 |
Amount owed to creditors | 215,299 |
Share purchase warrant | 0.3 |
Subsequent Events (c) | ' |
Amount owed to creditor | 60,614 |
Cash payment | 12,122 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | Apr. 30, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Working capital deficiency | $1,792,354 |
Accumulated deficit | $14,931,682 |
Restatement_Condensed_Balance_
Restatement - Condensed Balance Sheets (Details) (USD $) | Apr. 30, 2013 | Oct. 31, 2012 |
Stockholdersb Deficit | ' | ' |
Deficit accumulated during the development stage | $14,931,682 | $14,396,747 |
Total Stockholdersb Deficit | -1,788,108 | -1,734,793 |
As Reported | ' | ' |
Current Liabilities | ' | ' |
Accrued interest payable | 376,946 | ' |
Convertible notes payable | 73,652 | ' |
Total Liabilities | 1,862,544 | ' |
Stockholdersb Deficit | ' | ' |
Deficit accumulated during the development stage | -14,869,533 | ' |
Total Stockholdersb Deficit | -1,725,959 | ' |
Adjustment | ' | ' |
Current Liabilities | ' | ' |
Accrued interest payable | 149 | ' |
Convertible notes payable | 62,000 | ' |
Total Liabilities | 62,149 | ' |
Stockholdersb Deficit | ' | ' |
Deficit accumulated during the development stage | -62,149 | ' |
Total Stockholdersb Deficit | -62,149 | ' |
As Restated | ' | ' |
Current Liabilities | ' | ' |
Accrued interest payable | 377,095 | ' |
Convertible notes payable | 135,652 | ' |
Total Liabilities | 1,924,694 | ' |
Stockholdersb Deficit | ' | ' |
Deficit accumulated during the development stage | -14,931,682 | ' |
Total Stockholdersb Deficit | ($1,788,109) | ' |
Restatement_Condensed_Statetme
Restatement - Condensed Statetments of Operations (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 83 Months Ended | 3 Months Ended | 6 Months Ended | 83 Months Ended | 3 Months Ended | 6 Months Ended | 83 Months Ended |
Apr. 30, 2012 | Apr. 30, 2012 | Apr. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | |
As Reported | As Reported | As Reported | Adjustment | Adjustment | Adjustment | As Restated | As Restated | As Restated | |||
Advertising and marketing | ' | ' | ' | ' | $182,182 | $62,000 | $62,000 | $62,000 | $62,000 | $62,000 | $244,182 |
Total Operating Expense | 101,454 | 140,408 | 23,730 | 71,485 | 11,638,322 | 62,000 | 62,000 | 62,000 | 85,730 | 133,485 | 11,700,322 |
Operating Loss | -101,454 | -140,408 | -23,730 | -71,485 | -11,638,322 | -62,000 | -62,000 | -62,000 | -85,730 | -133,485 | -11,700,322 |
Interest expense | ' | ' | -25,644 | -69,999 | -838,813 | -149 | -149 | -149 | -25,793 | -70,148 | -838,962 |
Total Other Income (Expenses) | ' | ' | -134,689 | -401,301 | -1,941,957 | -149 | -149 | -149 | -134,838 | -401,450 | -1,942,106 |
Loss from Continuing Operations | ' | ' | -158,419 | -472,786 | -13,580,279 | -62,149 | -62,149 | -62,149 | -220,568 | -534,935 | -13,642,428 |
Net Loss | ($126,916) | ($204,302) | ($158,419) | ($472,786) | ($14,786,061) | ($62,149) | ($62,149) | ($62,149) | ($220,568) | ($534,935) | ($14,848,210) |
Restatement_Condensed_Statemen
Restatement - Condensed Statements of Cashflows (Details) (USD $) | 6 Months Ended | 83 Months Ended | 6 Months Ended | 83 Months Ended | 6 Months Ended | 83 Months Ended | ||
Apr. 30, 2013 | Apr. 30, 2012 | Apr. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | |
As Reported | As Reported | Adjustment | Adjustment | As Restated | As Restated | |||
Net loss from continuing operations | ' | ' | ($472,786) | ($13,580,279) | ($62,149) | ($62,149) | ($534,935) | ($13,642,428) |
Issuance of notes payable for services and penalties | 150,000 | ' | ' | 90,402 | 62,000 | 62,000 | 62,000 | 152,402 |
Accrued interest payable | ' | $47,052 | $51,932 | $605,795 | $149 | $149 | $52,081 | $605,944 |
Restatement_Details_Narrative
Restatement (Details Narrative) (USD $) | 6 Months Ended | |
Apr. 30, 2013 | Feb. 02, 2013 | |
Equity [Abstract] | ' | ' |
Convertible promissory note | ' | $62,000 |
Interest per annum | ' | 1.00% |
Common shares, price per share | ' | $1.03 |
Increase to liabilities | 62,149 | ' |
Increase to net loss | $62,149 | ' |