Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Oct. 31, 2013 | Mar. 13, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'ON4 COMMUNICATIONS INC. | ' |
Entity Central Index Key | '0001300867 | ' |
Document Type | '10-K | ' |
Document Period End Date | 31-Oct-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--10-31 | ' |
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 Public Float | ' | $1,450,544.11 |
Entity Common Stock, Shares Outstanding | ' | 2,146,728 |
Document Fiscal Period Focus | 'FY | ' |
Document Fiscal Year Focus | '2013 | ' |
Balance_Sheets
Balance Sheets (USD $) | Oct. 31, 2013 | Oct. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Cash | ' | $370 |
Loan receivable (Note 3) | 121,090 | 78,202 |
Total Current Assets | 121,090 | 78,572 |
Deferred financing costs | 778 | 3,877 |
Total Assets | 121,868 | 82,449 |
Current Liabilities | ' | ' |
Bank indebtedness | 1,022 | ' |
Accounts payable and accrued liabilities (Note 5) | 1,378,983 | 1,214,181 |
Due to related parties (Note 4) | 4,858 | 2,329 |
Notes payable (Note 6) | 390,320 | 431,370 |
Convertible notes payable, net of unamortized discount of $38,099 and $44,385, respectively (Note 7) | 80,933 | 65,615 |
Derivative liabilities (Note 8) | 121,632 | 103,747 |
Total Liabilities | 1,977,748 | 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; 1,465,566 shares issued and outstanding (2012 – 268,755) | 147 | 27 |
Additional paid-in capital | 13,381,883 | 12,579,860 |
Common stock issuable | 70,000 | 70,000 |
Deficit accumulated during the development stage | -15,307,910 | -14,396,747 |
Total Stockholders' Deficit | -1,855,880 | -1,734,793 |
Total Liabilities and Stockholders' Deficit | $121,868 | $82,449 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Oct. 31, 2013 | Oct. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Convertible notes payable, unamortized discount | $38,099 | $44,385 |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 |
Preferred stock, no par value | $0 | $0 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares issued | 1,465,566 | 268,755 |
Common stock, shares outstanding | 1,465,566 | 268,755 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | 89 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | |
Income Statement [Abstract] | ' | ' | ' |
Revenue | ' | ' | ' |
Operating Expenses | ' | ' | ' |
Advertising and marketing | 62,000 | ' | 244,182 |
Amortization of intangible assets | ' | ' | 18,138 |
Amortization of property and equipment | ' | 241 | 32,677 |
Consulting fees | 5,232 | 52,440 | 2,173,938 |
Foreign exchange loss (gain) | -4,840 | 295 | 249,962 |
General and administrative | 13,661 | 23,676 | 1,127,665 |
Impairment of goodwill | ' | ' | 3,274,109 |
Impairment of assets | ' | 885 | 2,220,609 |
Management fees (Note 4) | 19,638 | 44,175 | 1,226,409 |
Payroll | ' | ' | 29,516 |
Professional fees | 70,195 | 68,819 | 817,158 |
Research and development | ' | ' | 318,360 |
Total Operating Expenses | 165,886 | 190,531 | 11,732,723 |
Operating Loss | -165,886 | -190,531 | -11,732,723 |
Other Income (Expense) | ' | ' | ' |
Accretion of discounts on convertible notes payable (Note 7) | -263,786 | -163,115 | -501,901 |
Amortization of deferred financing costs | -9,599 | -10,123 | -19,722 |
Gain on settlement of debt | ' | ' | 807,352 |
Interest and other income | ' | ' | 181,682 |
Interest expense | -173,399 | -145,176 | -942,213 |
Loss on change in fair value of derivative liabilities (Note 8) | -298,493 | -398,456 | -696,949 |
Write-off of note receivable | ' | ' | -1,114,182 |
Total Other Income (Expense) | -745,277 | -716,870 | -2,285,933 |
Loss from Continuing Operations | -911,163 | -907,401 | -14,018,656 |
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 | ($911,163) | ($907,401) | ($15,224,438) |
Net Loss Per Share - Basic and Diluted | ($1.27) | ($5.64) | ' |
Weighted Average Shares Outstanding | 717,000 | 161,000 | ' |
Statements_of_Stockholders_Equ
Statements of Stockholders’ Equity (Deficit) (USD $) | Preferred Stock | Common Stock | Additional Paid-in Capital | Share Subscriptions Receivable | Common Stock Issuable | Deficit Accumulated During the Development Stage | Total |
Balance - Beginning at Jun. 04, 2006 | ' | ' | ' | ' | ' | ' | ' |
Balance - Beginning, shares at Jun. 04, 2006 | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for cash | ' | 2 | 998 | -1,000 | ' | ' | ' |
Issuance of common stock for cash, shares | ' | 22,222 | ' | ' | ' | ' | ' |
Issuance of common stock for cash (a) | ' | 1,556 | 698,444 | -25,000 | ' | ' | 675,000 |
Issuance of common stock for cash (a), shares | ' | 22,222 | ' | ' | ' | ' | ' |
Net loss for the period | ' | ' | ' | ' | ' | -282,206 | -282,206 |
Balance - Ending at Oct. 31, 2006 | ' | 1,558 | 699,442 | -26,000 | ' | -282,206 | 392,794 |
Balance - Ending, shares at Oct. 31, 2006 | ' | 44,444 | ' | ' | ' | ' | ' |
Issuance of common stock for cash | ' | 555 | 249,445 | ' | ' | ' | 250,000 |
Issuance of common stock for cash, shares | ' | 1,111 | ' | ' | ' | ' | ' |
Issuance of Series A Preferred Shares | 2,222 | ' | 997,778 | ' | ' | ' | 1,000,000 |
Issuance of Series A Preferred Shares, Shares | 4,444 | ' | ' | ' | ' | ' | ' |
Stock subscriptions received | ' | ' | ' | 25,120 | ' | ' | 25,120 |
Issuance of common stock to subsidiary | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock to subsidiary, shares | ' | 1 | ' | ' | ' | ' | ' |
Fair value of share purchase warrants issued | ' | ' | 497,980 | ' | ' | ' | 497,980 |
Fair value of stock options granted | ' | ' | 108,710 | ' | ' | ' | 108,710 |
Cumulative preferred dividends | ' | ' | ' | ' | ' | -48,472 | -48,472 |
Net loss for the period | ' | ' | ' | ' | ' | -2,183,150 | -2,183,150 |
Balance - Ending at Oct. 31, 2007 | 2,222 | 2,113 | 2,553,355 | -880 | ' | -2,513,828 | 42,982 |
Balance - Ending, shares at Oct. 31, 2007 | 4,444 | 45,556 | ' | ' | ' | ' | ' |
Issuance of common stock for cash | ' | 3,369 | 1,512,631 | ' | ' | ' | 1,516,000 |
Issuance of common stock for cash, shares | ' | 6,713 | ' | ' | ' | ' | ' |
Stock subscriptions received | ' | ' | ' | 880 | ' | ' | 880 |
Share issuance costs | ' | -173 | -77,842 | ' | ' | ' | -78,015 |
Fair value of share purchase warrants issued | ' | ' | 29,350 | ' | ' | ' | 29,350 |
Fair value of stock options granted | ' | ' | 102,960 | ' | ' | ' | 102,960 |
Cumulative preferred dividends | ' | ' | ' | ' | ' | -35,000 | -35,000 |
Net loss for the period | ' | ' | ' | ' | ' | -3,115,418 | -3,115,418 |
Balance - Ending at Oct. 31, 2008 | 2,222 | 5,309 | 4,120,454 | ' | ' | -5,664,246 | -1,536,261 |
Balance - Ending, shares at Oct. 31, 2008 | 4,444 | 52,269 | ' | ' | ' | ' | ' |
Issuance of common stock for services | ' | 111 | 49,889 | ' | ' | ' | 50,000 |
Issuance of common stock for services, shares | ' | 222 | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | 94,539 | ' | ' | ' | 94,539 |
Common shares issued upon conversion of preferred stock | -2,222 | 2,222 | ' | ' | ' | ' | ' |
Common shares issued upon conversion of preferred stock, shares | -4,444 | 8,889 | ' | ' | ' | ' | ' |
Common shares issued upon conversion of preferred dividend payable | ' | 742 | 83,287 | ' | ' | ' | 83,472 |
Common shares issued upon conversion of preferred dividend payable, shares | ' | 185 | ' | ' | ' | ' | ' |
Balance - Ending at Apr. 30, 2009 | ' | 7,827 | 4,348,169 | ' | ' | -5,664,246 | -1,308,250 |
Balance - Ending, shares at Apr. 30, 2009 | ' | 62,122 | ' | ' | ' | ' | ' |
Issuance of common stock for services | ' | ' | ' | ' | 70,000 | ' | 70,000 |
Stock subscriptions received | ' | 1 | 132,281 | ' | ' | ' | 132,282 |
Stock subscriptions received, shares | ' | 1,470 | ' | ' | ' | ' | ' |
Share issuance costs | ' | ' | -8,000 | ' | ' | ' | -8,000 |
Shares acquired by legal parent | ' | -62,122 | ' | ' | ' | ' | ' |
Shares of Sound Revolution Inc. | ' | 151,685 | ' | ' | ' | ' | ' |
Shares issued to shareholders of On Communications Inc. | ' | 5 | 2,661,684 | ' | ' | ' | 2,661,689 |
Shares issued to shareholders of On Communications Inc., shares | ' | -62,122 | ' | ' | ' | ' | ' |
To record par value adjustment | ' | -7,812 | 7,812 | ' | ' | ' | ' |
Issuance of common stock for acquisition | ' | 1 | 2,129,999 | ' | ' | ' | 2,130,000 |
Issuance of common stock for acquisition, shares | ' | 6,667 | ' | ' | ' | ' | ' |
Net loss for the period | ' | ' | ' | ' | ' | -5,420,719 | -5,420,719 |
Balance - Ending at Oct. 31, 2009 | ' | 22 | 9,271,945 | ' | 70,000 | -11,084,965 | -1,742,998 |
Balance - Ending, shares at Oct. 31, 2009 | ' | 221,944 | ' | ' | ' | ' | ' |
Issuance of common stock for services | ' | 1 | 407,999 | ' | ' | ' | 408,000 |
Issuance of common stock for services, shares | ' | 5,778 | ' | ' | ' | ' | ' |
Fair value of stock options granted | ' | ' | 307,133 | ' | ' | ' | 307,133 |
Beneficial conversion feature | ' | ' | 75,000 | ' | ' | ' | 75,000 |
Shares issued upon conversion of notes | ' | 1 | 170,023 | ' | ' | ' | 170,024 |
Shares issued upon conversion of notes, shares | ' | 7,557 | ' | ' | ' | ' | ' |
Shares issued upon settlement of related party debt | ' | 3 | 1,645,159 | ' | ' | ' | 1,645,162 |
Shares issued upon settlement of related party debt, shares | ' | 33,224 | ' | ' | ' | ' | ' |
Cancellation of shares | ' | -12 | 12 | ' | ' | ' | ' |
Cancellation of shares, shares | ' | -120,497 | ' | ' | ' | ' | ' |
Net loss for the period | ' | ' | ' | ' | ' | -2,408,836 | -2,408,836 |
Balance - Ending at Oct. 31, 2010 | ' | 15 | 11,877,271 | ' | 70,000 | -13,493,801 | -1,546,515 |
Balance - Ending, shares at Oct. 31, 2010 | ' | 148,006 | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | -3,691 | ' | ' | ' | -3,691 |
Net loss for the period | ' | ' | ' | ' | ' | 4,455 | 4,455 |
Balance - Ending at Oct. 31, 2011 | ' | 15 | 11,873,580 | ' | 70,000 | -13,489,346 | -1,545,751 |
Balance - Ending, shares at Oct. 31, 2011 | ' | 148,006 | ' | ' | ' | ' | ' |
Issuance of common stock for services | ' | 1 | 48,749 | ' | ' | ' | 48,750 |
Issuance of common stock for services, shares | ' | 3,333 | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' | ' | ' | 398,456 |
Shares issued upon conversion of notes | ' | 11 | 167,389 | ' | ' | ' | 167,400 |
Shares issued upon conversion of notes, shares | ' | 117,416 | ' | ' | ' | ' | ' |
Derivative liabilities relating to notes payable converted to shares | ' | ' | 502,209 | ' | ' | ' | 502,209 |
Net loss for the period | ' | ' | ' | ' | ' | -907,401 | -907,401 |
Balance - Ending at Oct. 31, 2012 | ' | 27 | 12,591,927 | ' | 70,000 | -14,396,747 | -1,734,793 |
Balance - Ending, shares at Oct. 31, 2012 | ' | 268,755 | ' | ' | ' | ' | 268,755 |
Stock-based compensation | ' | ' | ' | ' | ' | ' | ' |
Shares issued upon conversion of notes | ' | 120 | 251,847 | ' | ' | ' | 251,967 |
Shares issued upon conversion of notes, shares | ' | 1,196,779 | ' | ' | ' | ' | ' |
Derivative liabilities relating to notes payable converted to shares | ' | ' | 538,109 | ' | ' | ' | 538,109 |
Rounding for reverse stock split | ' | 32 | ' | ' | ' | ' | ' |
Net loss for the period | ' | ' | ' | ' | ' | -911,163 | -911,163 |
Balance - Ending at Oct. 31, 2013 | ' | $147 | $13,381,883 | ' | $70,000 | ($15,307,910) | ($1,855,880) |
Balance - Ending, shares at Oct. 31, 2013 | ' | 1,465,566 | ' | ' | ' | ' | 1,465,566 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | 89 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | |
Operating Activities | ' | ' | ' |
Net loss from continuing operations | ($911,163) | ($907,401) | ($14,018,656) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Accretion of discounts on convertible notes payable | 263,786 | 163,115 | 501,901 |
Amortization of property and equipment | ' | 241 | 32,677 |
Amortization of intangible assets | ' | ' | 18,138 |
Amortization of deferred financing costs | 9,599 | 10,123 | 19,722 |
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 | 298,493 | 48,750 | 696,949 |
Stock-based compensation | ' | 398,456 | 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 |
Accounts payable and accrued liabilities | 171,302 | 132,512 | 1,560,721 |
Due to related parties | 2,529 | 33,529 | 637,398 |
Net Cash Used In Operating Activities | -103,454 | -119,790 | -2,899,578 |
Investing Activities | ' | ' | ' |
Acquisition of intangible assets | ' | ' | -182,687 |
Cash acquired in reverse merger | ' | ' | 1,523 |
Cash from disposition of subsidiary | ' | ' | 15,709 |
Loan receivable | -42,888 | -78,202 | -121,090 |
Acquisition of property and equipment | ' | ' | -33,562 |
Advances for note receivable | ' | ' | -1,114,182 |
Net Cash Used In Investing Activities | -42,888 | -78,202 | -1,434,289 |
Financing Activities | ' | ' | ' |
Bank indebtedness | 1,022 | ' | 1,022 |
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 | 152,500 | 212,500 | 1,092,022 |
Repayment of notes payable | ' | ' | -81,250 |
Payment of deferred financing costs | -6,500 | -14,000 | -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 | 147,022 | 198,500 | 4,281,716 |
Effects of Exchange Rate Changes on Cash | -1,050 | -138 | 53,674 |
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 | -370 | 370 | ' |
Cash - Beginning of Period | 370 | ' | ' |
Cash - End of Period | ' | $370 | ' |
Nature_of_Operations_and_Conti
Nature of Operations and Continuance of Business | 12 Months Ended | ||
Oct. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Nature of Operations and Continuance of Business | ' | ||
1 | Nature of Operations and Continuance of Business | ||
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 62,122 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. Refer to Note 13(b) for details of the share exchange agreement with NetCents Systems Ltd. (“NetCents”). 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 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 | 12 Months Ended |
Oct. 31, 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 October 31, 2013, the Company has not generated any revenues since inception, has a working capital deficiency of $1,856,658, and has an accumulated deficit of $15,307,910 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 | 12 Months Ended | ||||
Oct. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Summary of Significant Accounting Principles | ' | ||||
2 | Summary of Significant Accounting Principles | ||||
Basis of Presentation | |||||
These financial statements are prepared in conformity with accounting principles generally accepted in the United States and are presented in US dollars, unless otherwise noted. The Company’s fiscal year end is October 31. | |||||
Use of Estimates | |||||
The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, fair value of convertible notes payable, stock-based compensation, derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |||||
Cash and Cash Equivalents | |||||
The Company considers all highly liquid instruments with maturity dates of three months or less at the time of issuance to be cash equivalents. | |||||
Property and Equipment | |||||
Property and equipment consists of office equipment, is stated at cost and is amortized using the straight-line method over the estimated lives of the related assets of five years. | |||||
Impairment of Long-Lived Assets | |||||
In accordance with ASC 360, Property, Plant, and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. | |||||
Research and Development Expenses | |||||
Research and development costs are expensed as incurred. | |||||
Stock-based Compensation | |||||
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505-50 - Equity-Based Payments to Non-Employees. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. | |||||
Reclassification | |||||
Certain financial statement items have been reclassified from the prior year in order to conform to presentation standards for the current year. | |||||
Loss Per Share | |||||
The Company computes net loss per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the statements of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. | |||||
Foreign Currency Translation | |||||
The Company’s functional currency and its reporting currency is the United States dollar and foreign currency transactions are primarily undertaken in Canadian dollars. Monetary balance sheet items expressed in foreign currencies are translated into US dollars at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. | |||||
Comprehensive Income/Loss | |||||
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at October 31, 2013 and 2012, the Company had no items representing comprehensive income or loss. | |||||
Income Taxes | |||||
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. | |||||
The Company files federal income tax returns in the United States. The Company may be subject to a reassessment of federal taxes by tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. In certain circumstances, the federal statute of limitations can reach beyond the standard three year period. The statute of limitations in the United States for income tax assessment varies from state to state. Tax authorities have not audited any of the Company’s income tax returns. | |||||
The Company recognizes interest and penalties related to uncertain tax positions in tax expense. During the years ended October 31, 2013 and 2012, there were no charges for interest or penalties. | |||||
Financial Instruments and Fair Value Measures | |||||
ASC 825, Financial Instruments, defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. | |||||
Financial Instruments and Fair Value Measures (continued) | |||||
ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 establishes three levels of inputs that may be used to measure fair value. | |||||
Level 1 applies to assets and liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment. | |||||
Level 2 applies to assets and liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance: determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer, credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and determining whether a market is considered active requires management judgment. | |||||
Level 3 applies to assets and liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjectivity. | |||||
Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as at October 31, 2013 as follows: | |||||
Fair Value Measurements Using | |||||
Quoted prices in active markets for identical instruments | Significant other | Significant | Balance, | ||
(Level 1) | observable inputs | unobservable | October 31, | ||
$ | (Level 2) | inputs | 2013 | ||
$ | (Level 3) | $ | |||
$ | |||||
Bank indebtedness | 1,022 | – | – | 1,022 | |
Derivative liabilities | – | 121,632 | – | 121,632 | |
1,022 | 121,632 | – | 122,654 | ||
The fair values of other financial instruments, which include loan receivable, accounts payable and accrued liabilities, accrued interest payable, amounts due to related parties, notes payable, and convertible notes payable approximate their current fair values because of their nature and respective maturity dates or durations. | |||||
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 statements. |
Loan_Receivable
Loan Receivable | 12 Months Ended | ||
Oct. 31, 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 13(b). At October 31, 2013, the Company was owed $121,090 (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 | 12 Months Ended | ||
Oct. 31, 2013 | |||
Related Party Transactions [Abstract] | ' | ||
Related Party Transactions | ' | ||
4 | Related Party Transactions | ||
(a) | As at October 31, 2013, the Company owed $2,085 (2012 - $2,329) to the Chief Executive Officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand. | ||
(b) | As at October 31, 2013, the Company owed $2,773 (2012 - $Nil) to the Chief Operating Officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand. | ||
(c) | During the year ended October 31, 2013, the Company incurred $19,638 (2012- $44,175) of management fees to officers and directors of the Company. |
Accounts_Payable_and_Accrued_L
Accounts Payable and Accrued Liabilities | 12 Months Ended | |||
Oct. 31, 2013 | ||||
Payables and Accruals [Abstract] | ' | |||
Accounts Payable and Accrued Liabilities | ' | |||
5 | Accounts Payable and Accrued Liabilities | |||
2013 | 2012 | |||
$ | $ | |||
Trade payables | 956,100 | 884,489 | ||
Accrued interest expense | 422,883 | 329,692 | ||
1,378,983 | 1,214,181 | |||
Notes_Payable
Notes Payable | 12 Months Ended | |||
Oct. 31, 2013 | ||||
Debt Disclosure [Abstract] | ' | |||
Notes Payable | ' | |||
6 | Notes Payable | |||
2013 | 2012 | |||
$ | $ | |||
Kestrel Gold Inc., unsecured, due interest at prime plus 2% per annum, and due on demand. | 23,975 | 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 | ||
390,320 | 431,370 |
Convertible_Notes_Payable
Convertible Notes Payable | 12 Months Ended | ||
Oct. 31, 2013 | |||
Debt Disclosure [Abstract] | ' | ||
Convertible Notes Payable | ' | ||
7 | 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 year ended October 31, 2013, the Company issued 50,826 shares of common stock for the conversion of $32,500 plus accrued interest of $1,300. During the year ended October 31, 2013, $32,500 (2012 - $nil) 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 year ended October 31, 2013, the Company issued 93,472 shares of common stock for the conversion of $32,500 plus accrued interest of $1,300. During the year ended October 31, 2013, $32,500 (2012 - $nil) 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 year ended October 31, 2013, the Company issued 79,245 shares of common stock for the conversion of $25,000 plus accrued interest of $1,538. During the year ended October 31, 2013, $24,675 (2012 - $325) 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 39,292 shares of common stock for the conversion of $40,000 of the note. During the year ended October 31, 2013, the Company issued 34,065 shares of common stock for the conversion of $20,000 of the note and $220 of interest. During the year ended October 31, 2013, $19,710 (2012 - $40,290) 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. During the year ended October 31, 2013, the Company issued 113,276 shares of common stock for the conversion of $20,000 of the note and $580 of interest. During the year ended October 31, 2013, $20,000 (2012 - $nil) of accretion expense had been recorded. | ||
(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 year ended October 31, 2013, the Company issued 106,428 shares of common stock for the conversion of $40,000 of the note and $320 of interest. During the year ended October 31, 2013, $40,000 (2012 - $nil) 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. On June 20, 2013, the Company defaulted on the loan. As a result, a penalty of 150% of the principal balance was applied, increasing the loan to $48,750. Pursuant to ASC 815, “Derivatives and Hedging,” the Company recognized the fair value of the embedded conversion feature as a derivative liability when the note became convertible on June 1, 2013. The fair value of the derivative liability resulted in a full discount to the note payable of $48,750. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $48,750. During the year ended October 31, 2013, the Company issued 342,068 shares of common stock for the conversion of $48,750 of the note and $1,241 of accrued interest. During the year ended October 31, 2013, $48,750 (2012 - $nil) of accretion expense had been recorded. The Company paid financing costs $2,500 relating to the issuance of the note. | ||
(h) | On February 1, 2013, the Company entered into a Convertible Promissory Note agreement for $62,000 of marketing services. Pursuant to the agreement, the promissory note is convertible at any time after issuance into shares of common stock at a price of $1.0363 per share. The promissory note is unsecured, bears interest at 1% per year, and the principal amount and any interest thereon are due on January 30, 2014. | ||
(i) | 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. During the year ended October 31, 2013, the Company issued 244,437 shares of common stock for the conversion of $26,000 of the note. During the year ended October 31, 2013, $26,914 (2012 - $nil) of accretion expense had been recorded and the carrying value of the note is $914. The Company paid financing costs of $1,500 relating to the issuance of the note. | ||
(j) | 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. On June 20, 2013, the Company defaulted on the loan. As a result, a penalty of 150% of the principal balance was applied, increasing the loan to $56,250. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $56,250. During the year ended October 31, 2013, the Company issued 132,962 shares of common stock for the conversion of $718 of the note. During the year ended October 31, 2013, $18,737 (2012 - $nil) of accretion expense had been recorded and the carrying value of the note is $18,019. The Company paid financing costs $2,500 relating to the issuance of the note. |
Derivative_Liabilities
Derivative Liabilities | 12 Months Ended | ||||
Oct. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
Derivative Liabilities | ' | ||||
8 | Derivative Liabilities | ||||
The conversion options of the convertible notes payable, as disclosed in Note 7, 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, August 7, 2012, September 10, 2012, November 13, 2012, December 3, 2012, February 10, 2013, February 20, 2013, convertible notes were $36,123, $86,121, $37,357, $69,684, $47,880, $57,147 and $91,023 on vesting, respectively. The fair values as at October 31, 2013 and 2012 are as follows: | |||||
2013 | 2012 | ||||
$ | $ | ||||
$25,000 convertible debenture issued September 10, 2012 | – | 66,759 | |||
$60,000 convertible debenture issued September 10, 2012 | – | 36,988 | |||
$27,500 convertible debenture issued February 10, 2013 | 2,777 | – | |||
$37,500 convertible debenture issued February 20, 2013 | 118,855 | – | |||
121,632 | 103,747 | ||||
During the year ended October 31, 2013, the Company recorded a loss on the change in fair value of the derivative liabilities of $298,493 (2012 – $398,456). 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 October 31, 2013 | – | – | – | – | |
September 10, 2012 convertible note | |||||
As at October 1, 2012 (date of vesting) | 300% | 1.13% | 0% | 0.94 | |
As at October 31, 2013 | – | – | – | – | |
November 13, 2012 convertible notes | |||||
As at November 13, 2012 (date of vesting) | 313% | 0.18% | 0% | 0.98 | |
As at October 31, 2013 | – | – | – | – | |
August 7, 2012 convertible note | |||||
As at February 3, 2013 (date of vesting) | 420% | 0.60% | 0% | 0.26 | |
As at October 31, 2013 | – | – | – | – | |
December 3, 2012 convertible note | |||||
As at June 1, 2013 (date of vesting) | 239% | 0.04% | 0% | 0.26 | |
As at October 31, 2013 | – | – | – | – | |
February 10, 2013 convertible note | |||||
As at February 10, 2013 (date of vesting) | 307% | 0.17% | 0% | 1 | |
As at October 31, 2013 | 596% | 0.08% | 0% | 0.29 | |
February 20, 2013 convertible note | |||||
As at August 19, 2013 (date of vesting) | 301% | 0.04% | 0% | 0.25 | |
As at October 31, 2013 | 415% | 0.04% | 0% | 0.05 | |
Common_Stock
Common Stock | 12 Months Ended | ||
Oct. 31, 2013 | |||
Equity [Abstract] | ' | ||
Common Stock | ' | ||
9 | Common Stock | ||
(a) | On February 29, 2012, the Company issued 3,333 common shares with a fair value of $48,750 for consulting services. | ||
(b) | 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. | ||
(c) | During the year ended October 31, 2012, the Company issued an aggregate of 117,416 common shares upon the conversion of $167,400 of convertible notes payable and accrued interest. | ||
(d) | On October 15, 2013, the Company approved a 450-to-1 reverse stock split of its issued and outstanding shares. All share and per share information has been retroactively adjusted to reflect the reverse stock split. | ||
(e) | During the year ended October 31, 2013, the Company issued an aggregate of 1,196,779 common shares upon the conversion of $251,967 of convertible notes payable and accrued interest. | ||
(f) | During the year ended October 31, 2013, the Company recorded $538,109 (2012- $502,209) of additional paid-in-capital relating to the conversion of convertible notes to common shares. |
Share_Purchase_Warrants
Share Purchase Warrants | 12 Months Ended | ||
Oct. 31, 2013 | |||
Equity [Abstract] | ' | ||
Share Purchase Warrants | ' | ||
10 | Share Purchase Warrants | ||
The following table summarizes the continuity of share purchase warrants: | |||
Number of | Weighted Average Exercise Price | ||
Warrants | $ | ||
Balance, October 31, 2011 | 3,236 | 225 | |
Expired | -2,889 | 225 | |
Balance, October 31, 2012 | 347 | 225 | |
Expired | -347 | 225 | |
Balance, October 31, 2013 | – | – | |
Stock_Options
Stock Options | 12 Months Ended | ||||
Oct. 31, 2013 | |||||
Other Liabilities Disclosure [Abstract] | ' | ||||
Stock Options | ' | ||||
11 | 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, 2011, 2012 and 2013 | 5,833 | 135 | 1.96 | – | |
The Company’s had no unvested stock options at October 31, 2013 and 2012. | |||||
Additional information regarding stock options as of October 31, 2013 is as follows: | |||||
Number of | Exercise | Expiry Date | |||
Options | Price | ||||
$ | |||||
4,444 | 67.5 | 3-Mar-15 | |||
611 | 225 | 23-Jul-17 | |||
778 | 450 | 18-Dec-17 | |||
5,833 | |||||
Supplemental_Disclosures
Supplemental Disclosures | 12 Months Ended | |||
Oct. 31, 2013 | ||||
Supplemental Cash Flow Elements [Abstract] | ' | |||
Supplemental Disclosures | ' | |||
12. Supplemental Disclosures | ||||
Year Ended | Year Ended | Accumulated From | ||
October 31, | October 31, | 5-Jun-06 | ||
2013 | 2012 | (Date of Inception) | ||
$ | $ | to October 31, | ||
2013 | ||||
$ | ||||
Non-cash investing and financing activities: | ||||
Shares issued for settlement of notes payable | 251,967 | 167,400 | 419,367 | |
and accrued interest | ||||
Supplemental Disclosures: | ||||
Interest paid | – | – | – | |
Income taxes paid | – | – | – |
Commitments
Commitments | 12 Months Ended | ||
Oct. 31, 2013 | |||
Commitments (Note 13) | ' | ||
Commitments | ' | ||
13 | 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. 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. | ||
(c) | On May 10, 2013, the Company entered into debt settlement agreements with certain creditors for amounts owed by the Company. Under the terms of the settlement, the Company agreed to settle $60,614 of accounts payable and accrued liabilities for cash payment of $12,122, and $215,299 of accounts payable and accrued liabilities in exchange for the issuance of 1,595 units. Each unit will be comprised of one common share of the Company and one share purchase warrant, which is exercisable into common shares of the Company at $135.00 per share for a period of two years from the effective date. The effective date of these debt settlement agreements will occur upon the closing of the Agreement, as noted in Note 13(b). As of the date of filing, the Agreement has not been completed, and the terms of the settlements have not yet been satisfied. |
Income_Taxes
Income Taxes | 12 Months Ended | |||
Oct. 31, 2013 | ||||
Income Tax Disclosure [Abstract] | ' | |||
Income Taxes | ' | |||
14. Income Taxes | ||||
The Company has $7,914,699 of net operating losses carried forward to offset taxable income in future years which expire commencing in fiscal 2026. The income tax benefit differs from the amount computed by applying the federal income tax rate of 34% to net loss before income taxes for the years ended October 31, 2013 and 2012, respectively, as a result of the following: | ||||
2013 | 2012 | |||
$ | $ | |||
Net loss before taxes | -911,163 | -907,401 | ||
Statutory rate | 34% | 34% | ||
Expected tax recovery | 309,795 | 308,516 | ||
Permanent differences and other | -191,174 | -191,317 | ||
Change in valuation allowance | -118,621 | -117,199 | ||
Income tax provision | – | – | ||
The significant components of deferred income tax assets and liabilities as at October 31, 2013 and 2012, after applying enacted corporate income tax rates, are as follows: | ||||
2013 | 2012 | |||
$ | $ | |||
Net operating losses carried forward | 2,690,998 | 2,572,377 | ||
Valuation allowance | -2,690,998 | -2,572,377 | ||
Net deferred tax asset | – | – | ||
Deferred tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance. The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating: | ||||
Net Operating | Expiry Date | |||
Loss | ||||
Period Incurred | $ | |||
2006 | 282,206 | 2026 | ||
2007 | 2,168,732 | 2027 | ||
2008 | 1,987,017 | 2028 | ||
2009 | 1,026,834 | 2029 | ||
2010 | 1,524,551 | 2030 | ||
2011 | 231,771 | 2031 | ||
2012 | 344,704 | 2032 | ||
2013 | 348,884 | 2033 | ||
7,914,699 | ||||
The Company is in arrears on filing its statutory income tax returns and it therefore has estimated the expected amount of loss carryforwards available once the outstanding returns are filed. The Company expects to have net operating loss carryforwards for income tax purposes available to offset future taxable income. In addition, the Company may be subject to penalties and interest for failure to file these returns and related schedules. |
Subsequent_Events
Subsequent Events | 12 Months Ended | ||
Oct. 31, 2013 | |||
Subsequent Events (Note 15) | ' | ||
Subsequent Events | ' | ||
15 | Subsequent Event | ||
(a) | Subsequent to October 31, 2013, the Company issued 681,162 common shares upon the conversion of $3,468 of convertible notes payable. |
Summary_of_Significant_Account1
Summary of Significant Accounting Principles (Policies) | 12 Months Ended | ||||
Oct. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Basis of Presentation | ' | ||||
Basis of Presentation | |||||
These financial statements are prepared in conformity with accounting principles generally accepted in the United States and are presented in US dollars, unless otherwise noted. The Company’s fiscal year end is October 31. | |||||
Use of Estimates | ' | ||||
Use of Estimates | |||||
The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, fair value of convertible notes payable, stock-based compensation, derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |||||
Cash and Cash Equivalents | ' | ||||
Cash and Cash Equivalents | |||||
The Company considers all highly liquid instruments with maturity dates of three months or less at the time of issuance to be cash equivalents. | |||||
Property and Equipment | ' | ||||
Property and Equipment | |||||
Property and equipment consists of office equipment, is stated at cost and is amortized using the straight-line method over the estimated lives of the related assets of five years. | |||||
Impairment of Long-Lived Assets | ' | ||||
Impairment of Long-Lived Assets | |||||
In accordance with ASC 360, Property, Plant, and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. | |||||
Research and Development Expenses | ' | ||||
Research and Development Expenses | |||||
Research and development costs are expensed as incurred. | |||||
Stock-based Compensation | ' | ||||
Stock-based Compensation | |||||
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation and ASC 505-50 - Equity-Based Payments to Non-Employees. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. | |||||
Reclassification | ' | ||||
Reclassification | |||||
Certain financial statement items have been reclassified from the prior year in order to conform to presentation standards for the current year. | |||||
Loss Per Share | ' | ||||
Loss Per Share | |||||
The Company computes net loss per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the statements of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. | |||||
Foreign Currency Translation | ' | ||||
Foreign Currency Translation | |||||
The Company’s functional currency and its reporting currency is the United States dollar and foreign currency transactions are primarily undertaken in Canadian dollars. Monetary balance sheet items expressed in foreign currencies are translated into US dollars at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same basis as the related asset. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. | |||||
Comprehensive Income/Loss | ' | ||||
Comprehensive Income/Loss | |||||
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at October 31, 2013 and 2012, the Company had no items representing comprehensive income or loss. | |||||
Income Taxes | ' | ||||
Income Taxes | |||||
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. | |||||
The Company files federal income tax returns in the United States. The Company may be subject to a reassessment of federal taxes by tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. In certain circumstances, the federal statute of limitations can reach beyond the standard three year period. The statute of limitations in the United States for income tax assessment varies from state to state. Tax authorities have not audited any of the Company’s income tax returns. | |||||
The Company recognizes interest and penalties related to uncertain tax positions in tax expense. During the years ended October 31, 2013 and 2012, there were no charges for interest or penalties. | |||||
Financial Instruments and Fair Value Measures | ' | ||||
Financial Instruments and Fair Value Measures | |||||
ASC 825, Financial Instruments, defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. | |||||
Financial Instruments and Fair Value Measures (continued) | |||||
ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 establishes three levels of inputs that may be used to measure fair value. | |||||
Level 1 applies to assets and liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment. | |||||
Level 2 applies to assets and liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance: determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer, credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and determining whether a market is considered active requires management judgment. | |||||
Level 3 applies to assets and liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The determination of fair value for Level 3 instruments requires the most management judgment and subjectivity. | |||||
Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as at October 31, 2013 as follows: | |||||
Fair Value Measurements Using | |||||
Quoted prices in active markets for identical instruments | Significant other | Significant | Balance, | ||
(Level 1) | observable inputs | unobservable | October 31, | ||
$ | (Level 2) | inputs | 2013 | ||
$ | (Level 3) | $ | |||
$ | |||||
Bank indebtedness | 1,022 | – | – | 1,022 | |
Derivative liabilities | – | 121,632 | – | 121,632 | |
1,022 | 121,632 | – | 122,654 | ||
The fair values of other financial instruments, which include loan receivable, accounts payable and accrued liabilities, accrued interest payable, amounts due to related parties, notes payable, and convertible notes payable approximate their current fair values because of their nature and respective maturity dates or durations. | |||||
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 statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Principles (Tables) | 12 Months Ended | ||||
Oct. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Assets and liabilities measured at fair value on a recurring basis | ' | ||||
Fair Value Measurements Using | |||||
Quoted prices in active markets for identical instruments | Significant other | Significant | Balance, | ||
(Level 1) | observable inputs | unobservable | October 31, | ||
$ | (Level 2) | inputs | 2013 | ||
$ | (Level 3) | $ | |||
$ | |||||
Bank indebtedness | 1,022 | – | – | 1,022 | |
Derivative liabilities | – | 121,632 | – | 121,632 | |
1,022 | 121,632 | – | 122,654 |
Accounts_Payable_and_Accrued_L1
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended | |||
Oct. 31, 2013 | ||||
Payables and Accruals [Abstract] | ' | |||
Accounts payable and accrued liabilities | ' | |||
2013 | 2012 | |||
$ | $ | |||
Trade payables | 956,100 | 884,489 | ||
Accrued interest expense | 422,883 | 329,692 | ||
1,378,983 | 1,214,181 |
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | |||
Oct. 31, 2013 | ||||
Debt Disclosure [Abstract] | ' | |||
Notes Payable | ' | |||
2013 | 2012 | |||
$ | $ | |||
Kestrel Gold Inc., unsecured, due interest at prime plus 2% per annum, and due on demand. | 23,975 | 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 | ||
390,320 | 431,370 |
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 12 Months Ended | ||||
Oct. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
Fair values of the derivative liabilities | ' | ||||
2013 | 2012 | ||||
$ | $ | ||||
$25,000 convertible debenture issued September 10, 2012 | – | 66,759 | |||
$60,000 convertible debenture issued September 10, 2012 | – | 36,988 | |||
$27,500 convertible debenture issued February 10, 2013 | 2,777 | – | |||
$37,500 convertible debenture issued February 20, 2013 | 118,855 | – | |||
121,632 | 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 October 31, 2013 | – | – | – | – | |
September 10, 2012 convertible note | |||||
As at October 1, 2012 (date of vesting) | 300% | 1.13% | 0% | 0.94 | |
As at October 31, 2013 | – | – | – | – | |
November 13, 2012 convertible notes | |||||
As at November 13, 2012 (date of vesting) | 313% | 0.18% | 0% | 0.98 | |
As at October 31, 2013 | – | – | – | – | |
August 7, 2012 convertible note | |||||
As at February 3, 2013 (date of vesting) | 420% | 0.60% | 0% | 0.26 | |
As at October 31, 2013 | – | – | – | – | |
December 3, 2012 convertible note | |||||
As at June 1, 2013 (date of vesting) | 239% | 0.04% | 0% | 0.26 | |
As at October 31, 2013 | – | – | – | – | |
February 10, 2013 convertible note | |||||
As at February 10, 2013 (date of vesting) | 307% | 0.17% | 0% | 1 | |
As at October 31, 2013 | 596% | 0.08% | 0% | 0.29 | |
February 20, 2013 convertible note | |||||
As at August 19, 2013 (date of vesting) | 301% | 0.04% | 0% | 0.25 | |
As at October 31, 2013 | 415% | 0.04% | 0% | 0.05 |
Share_Purchase_Warrants_Tables
Share Purchase Warrants (Tables) | 12 Months Ended | ||
Oct. 31, 2013 | |||
Equity [Abstract] | ' | ||
Share purchase warrants | ' | ||
Number of | Weighted Average Exercise price | ||
Warrants | $ | ||
Balance, October 31, 2011 | 3,236 | 225 | |
Expired | -2,889 | 225 | |
Balance, October 31, 2012 | 347 | 225 | |
Expired | -347 | 225 | |
Balance, October 31, 2013 | – | – |
Stock_Options_Tables
Stock Options (Tables) | 12 Months Ended | ||||
Oct. 31, 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, 2011, 2012 and 2013 | 5,833 | 135 | 1.96 | – | |
Additional information regarding stock options | ' | ||||
Number of | Exercise | Expiry Date | |||
Options | Price | ||||
$ | |||||
4,444 | 67.5 | 3-Mar-15 | |||
611 | 225 | 23-Jul-17 | |||
778 | 450 | 18-Dec-17 | |||
5,833 |
Supplemental_Disclosures_Table
Supplemental Disclosures (Tables) | 12 Months Ended | |||
Oct. 31, 2013 | ||||
Supplemental Cash Flow Elements [Abstract] | ' | |||
Supplemental Disclosures | ' | |||
Year Ended | Year Ended | Accumulated From | ||
October 31, | October 31, | 5-Jun-06 | ||
2013 | 2012 | (Date of Inception) | ||
$ | $ | to October 31, | ||
2013 | ||||
$ | ||||
Non-cash investing and financing activities: | ||||
Shares issued for settlement of notes payable | 251,967 | 167,400 | 419,367 | |
and accrued interest | ||||
Supplemental Disclosures: | ||||
Interest paid | – | – | – | |
Income taxes paid | – | – | – |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||
Oct. 31, 2013 | ||||
Income Tax Disclosure [Abstract] | ' | |||
Income tax benefit, federal tax rate | ' | |||
2013 | 2012 | |||
$ | $ | |||
Net loss before taxes | -911,163 | -907,401 | ||
Statutory rate | 34% | 34% | ||
Expected tax recovery | 309,795 | 308,516 | ||
Permanent differences and other | -191,174 | -191,317 | ||
Change in valuation allowance | -118,621 | -117,199 | ||
Income tax provision | – | – | ||
Deferred income tax assets and liabilities | ' | |||
2013 | 2012 | |||
$ | $ | |||
Net operating losses carried forward | 2,690,998 | 2,572,377 | ||
Valuation allowance | -2,690,998 | -2,572,377 | ||
Net deferred tax asset | – | – | ||
Loss incurred and expiry date | ' | |||
Net Operating | Expiry Date | |||
Loss | ||||
Period Incurred | $ | |||
2006 | 282,206 | 2026 | ||
2007 | 2,168,732 | 2027 | ||
2008 | 1,987,017 | 2028 | ||
2009 | 1,026,834 | 2029 | ||
2010 | 1,524,551 | 2030 | ||
2011 | 231,771 | 2031 | ||
2012 | 344,704 | 2032 | ||
2013 | 348,884 | 2033 | ||
7,914,699 |
Nature_of_Operations_and_Conti1
Nature of Operations and Continuance of Business (Details Narrative) | 2-May-09 |
Accounting Policies [Abstract] | ' |
Issuance of common stock to former shareholder | 62,122 |
Percentage of issued and outstanding common stock controlled by former shareholders | 68.00% |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | Oct. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Working capital deficiency | $1,856,658 |
Accumulated deficit | $15,307,910 |
Summary_of_Significant_Account3
Summary of Significant Accounting Principles - Assets and liabilities measured at fair value on a recurring basis (Details) (USD $) | Oct. 31, 2013 | Oct. 31, 2012 |
Bank indebtedness | $1,022 | ' |
Derivative liabilities | 121,632 | 103,747 |
Quoted prices in active markets for identical instruments (Level 1) | ' | ' |
Bank indebtedness | 1,022 | ' |
Derivative liabilities | ' | ' |
Fair value measurements | 1,022 | ' |
Significant other observable inputs (Level 2) | ' | ' |
Bank indebtedness | ' | ' |
Derivative liabilities | 121,632 | ' |
Fair value measurements | 121,632 | ' |
Significant unobservable inputs (Level 3) | ' | ' |
Bank indebtedness | ' | ' |
Derivative liabilities | ' | ' |
Fair value measurements | ' | ' |
Balance, October 31, 2013 | ' | ' |
Bank indebtedness | 1,022 | ' |
Derivative liabilities | 121,632 | ' |
Fair value measurements | $122,654 | ' |
Loan_Receivable_Details_Narrat
Loan Receivable (Details Narrative) (USD $) | Oct. 31, 2013 | Oct. 31, 2012 |
Receivables [Abstract] | ' | ' |
Receivables owed for expenses paid on behalf of NetCents | $121,090 | $78,202 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 12 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | |
Management fees incurred | $19,638 | $44,175 |
Chief Executive Officer | ' | ' |
Cash owed | 2,085 | 2,329 |
Chief Operating Officer | ' | ' |
Cash owed | $2,773 | ' |
Accounts_Payable_and_Accrued_L2
Accounts Payable and Accrued Liabilities - Accounts payable and accrued liabilities (Details) (USD $) | 12 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | |
Payables and Accruals [Abstract] | ' | ' |
Trade payables | $956,100 | $884,489 |
Accrued interest expense | 422,883 | 329,692 |
Total | $1,378,983 | $1,214,181 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Oct. 31, 2013 | Oct. 31, 2012 |
Kestrel Gold Inc. | ' | ' |
Notes Payable | $23,975 | $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 | $390,320 | $431,370 |
Convertible_Notes_Payable_b_De
Convertible Notes Payable (b) (Details Narrative) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||
Oct. 31, 2013 | 8-May-12 | Oct. 31, 2013 | Aug. 07, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | Sep. 10, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | Sep. 10, 2012 | Oct. 31, 2013 | Nov. 13, 2012 | Oct. 31, 2013 | Nov. 13, 2012 | Oct. 31, 2013 | Dec. 03, 2012 | Feb. 02, 2013 | Oct. 31, 2013 | Feb. 10, 2013 | Oct. 31, 2013 | Feb. 20, 2013 | |
Convertible Notes Payable (a) | Convertible Notes Payable (a) | Convertible Notes Payable (b) | Convertible Notes Payable (b) | Convertible Notes Payable (c) | 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 (i) | Convertible Notes Payable (i) | Convertible Notes Payable (j) | Convertible Notes Payable (j) | |
Convertible promissory note agreement | ' | $32,500 | ' | $32,500 | ' | ' | $25,000 | ' | ' | $60,000 | ' | $20,000 | ' | $40,000 | ' | $32,500 | $62,000 | ' | $27,500 | ' | $37,500 |
Convertible loan, interest rate | ' | 8.00% | ' | 8.00% | ' | ' | 8.00% | ' | ' | 8.00% | ' | 5.00% | ' | 5.00% | ' | 8.00% | 1.00% | ' | 8.00% | ' | 8.00% |
Debt discount resulting from the fair value of the derivative liability | ' | 32,500 | ' | 32,500 | ' | ' | 25,000 | ' | ' | 60,000 | ' | 20,000 | ' | 40,000 | ' | 48,750 | ' | ' | 27,500 | ' | ' |
Issuance of common stock for conversion | 22,871,651 | ' | 93,472 | ' | 79,245 | ' | ' | 34,065 | 39,292 | ' | 113,276 | ' | 106,428 | ' | 342,068 | ' | ' | 244,437 | ' | 132,962 | ' |
Conversion amount | 32,500 | ' | 32,500 | ' | 25,000 | ' | ' | 20,000 | 40,000 | ' | 20,000 | ' | 40,000 | ' | 48,750 | ' | ' | 26,000 | ' | 718 | ' |
Accrued interest | 1,300 | ' | 1,300 | ' | 1,538 | ' | ' | 220 | ' | ' | 580 | ' | 320 | ' | 1,241 | ' | ' | ' | ' | ' | ' |
Accretion expense recorded upon conversion of note | 32,500 | ' | 32,500 | ' | 24,675 | 325 | ' | 40,290 | 19,710 | ' | 20,000 | ' | 40,000 | ' | 48,750 | ' | ' | 26,914 | ' | 18,737 | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,750 | ' | ' | 914 | ' | 18,019 | ' |
Common stock price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.04 | ' | ' | ' | ' |
Penalty on default of loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150.00% | ' | ' | ' | ' | 150.00% |
Increased loan, after penalty | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $48,750 | ' | ' | ' | ' | $56,250 | ' |
Derivative_Liabilities_Fair_va
Derivative Liabilities - Fair values of the derivative liabilities (Details) (USD $) | Oct. 31, 2013 | Oct. 31, 2012 |
$27,500 convertible debenture issued February 10, 2013 | ' | ' |
Fair value of the derivative liabilities | $2,777 | ' |
$37,500 convertible debenture issued February 20, 2013 | ' | ' |
Fair value of the derivative liabilities | 118,855 | ' |
Convertible Notes Payable (a) | ' | ' |
Fair value of the derivative liabilities | 121,632 | 103,747 |
$25,000 convertible debenture issued September 10, 2012 | ' | ' |
Fair value of the derivative liabilities | ' | 66,759 |
$60,000 convertible debenture issued September 10, 2012 | ' | ' |
Fair value of the derivative liabilities | ' | $36,988 |
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. 20, 2013 | Feb. 10, 2013 | Dec. 03, 2012 | Nov. 13, 2012 | Aug. 07, 2012 | 8-May-12 | Sep. 10, 2012 | Sep. 10, 2012 | Nov. 13, 2012 | Aug. 07, 2012 | Dec. 03, 2012 | Feb. 10, 2013 | Feb. 20, 2013 | |
November 4, 2012 convertible note (by date of vesting) | As at October 31, 2013 convertible note | As at October 31, 2013 convertible note | As at October 31, 2013 convertible note | As at October 31, 2013 convertible note | As at October 31, 2013 convertible note | As at October 31, 2013 convertible note | October 1, 2012 convertible note (by date of vesting) | As at October 31, 2013 convertible note | November 13, 2012 convertible note (by date of vesting) | February 3, 2013 convertible note (by date of vesting) | June 1, 2013 convertible note (by date of vesting) | February 10, 2013 convertible note (by date of vesting) | August 19, 2013 convertible note (by date of vesting) | |
Expected Volatility | 326.00% | 415.00% | 596.00% | ' | ' | ' | ' | 300.00% | ' | 313.00% | 420.00% | 239.00% | 307.00% | 301.00% |
Risk-free Interest Rate | 0.09% | 0.04% | 0.08% | ' | ' | ' | ' | 1.13% | ' | 0.18% | 0.60% | 0.04% | 0.17% | 0.04% |
Expected Dividend Yield | 0.00% | 0.00% | 0.00% | ' | ' | ' | ' | 0.00% | ' | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Expected Life (in years) | '3 months 7 days | '18 days | '3 months 14 days | ' | ' | ' | ' | '3 months 8 days | ' | '11 months 22 days | '3 months 3 days | '3 months 3 days | '12 months 0 days | '3 months |
Derivative_Liabilities_Details
Derivative Liabilities (Details Narrative) (USD $) | 12 Months Ended | ||||||||
Oct. 31, 2013 | Oct. 31, 2012 | Feb. 20, 2013 | Feb. 10, 2013 | Dec. 03, 2012 | Nov. 13, 2012 | Sep. 10, 2012 | Aug. 07, 2012 | 8-May-12 | |
Notes to Financial Statements | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of the derivative liabilities | ' | ' | $91,023 | $57,147 | $47,880 | $69,684 | $37,357 | $86,121 | $36,123 |
Loss on the change in fair value of the derivative liabilities | $298,493 | $398,456 | ' | ' | ' | ' | ' | ' | ' |
Common_Stock_Details_Narrative
Common Stock (Details Narrative) (USD $) | 12 Months Ended | |||||
Oct. 30, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Nov. 30, 2012 | Apr. 20, 2012 | Feb. 29, 2012 | |
Equity [Abstract] | ' | ' | ' | ' | ' | ' |
Authorized number of common stock shares | ' | 600,000,000 | 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 | 30,000,000 | 10,000,000 | ' | ' |
Increased authorized number of preferred stock shares | ' | ' | ' | 30,000,000 | ' | ' |
Issuance of common stock | 1,196,779 | 117,416 | ' | ' | ' | ' |
Value of convertible notes payable | $251,967 | $167,400 | ' | ' | ' | ' |
Common stock issued | ' | 268,755 | 1,465,566 | ' | ' | 3,333 |
Common shares fair value | ' | ' | ' | ' | ' | 48,750 |
Additional paid-in capital | ' | $502,209 | $538,109 | ' | ' | ' |
Share_Purchase_Warrants_Share_
Share Purchase Warrants - Share purchase warrants (Details) (USD $) | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 |
Weighted Average Exercise Price ($) | ' | ' | ' |
Share purchase warrants, per share | ' | ' | 225 |
Expired, per share | ' | ' | 225 |
Number of Warrants | ' | ' | ' |
Share purchase warrants, value | ' | 347 | 3,236 |
Expired, value | ' | -347 | -2,889 |
Weighted Average Exercise Price ($) | ' | ' | ' |
Share purchase warrants, per share | ' | 225 | ' |
Expired, per share | ' | 225 | ' |
Stock_Options_Stock_option_pla
Stock Options - Stock option plan activities (Details) (USD $) | 12 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | |
Number of Options | ' | ' | ' |
Stock options outstanding, shares | 5,833 | 5,833 | 5,833 |
Weighted Average Exercise Price ($) | ' | ' | ' |
Stock options outstanding, per share | 135 | 135 | 135 |
Weighted Average Remaining Contractual Life (years) | ' | ' | ' |
Stock options outstanding, years | '1 year 11 months 15 days | '1 year 11 months 15 days | '1 year 11 months 15 days |
Aggregate Intrinsic Value ($) | ' | ' | ' |
Stock options outstanding, value | ' | ' | ' |
Stock_Options_Additional_infor
Stock Options - Additional information regarding stock options (Details) (USD $) | Oct. 31, 2013 |
Number of Options | ' |
Stock options - Expiry Date March 3, 2015 | 4,444 |
Stock options - Expiry Date July 23, 2017 | 611 |
Stock options - Expiry Date December 18, 2017 | 778 |
Stock options | 5,833 |
Exercise Price ($) | ' |
Stock options - Expiry Date March 3, 2015, per share | 67.5 |
Stock options - Expiry Date July 23, 2017, per share | 225 |
Stock options - Expiry Date December 18, 2017, per share | 450 |
Supplemental_Disclosures_Suppl
Supplemental Disclosures - Supplemental Disclosures (Details) (USD $) | 12 Months Ended | 89 Months Ended | |
Oct. 30, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | |
Non-cash investing and financing activities: | ' | ' | ' |
Shares issued for settlement of debt | $167,400 | $251,967 | $419,367 |
Supplemental Disclosures: | ' | ' | ' |
Interest paid | ' | ' | ' |
Income taxes paid | ' | ' | ' |
Commitments_Details_Narrative
Commitments (Details Narrative) (USD $) | 6 Months Ended | 59 Months Ended | |||
Oct. 31, 2013 | Oct. 31, 2013 | Feb. 01, 2015 | 10-May-13 | 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% | ' | ' |
Debt settlement agreements | ' | ' | ' | ' | ' |
Settlement of accounts payable and accrued liabilities | ' | ' | ' | 60,614 | ' |
Cash payment for settlement | $215,299 | $12,122 | ' | ' | ' |
Issuance of units in settlement | ' | ' | ' | 1,595 | ' |
Units, exercisable price per share | ' | ' | ' | $135 | ' |
Income_Taxes_Income_tax_benefi
Income Taxes - Income tax benefit, federal tax rate (Details) (USD $) | 12 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Net loss before taxes | ($911,163) | ($907,401) |
Statutory rate | 34.00% | 34.00% |
Expected tax recovery | 308,516 | 309,795 |
Permanent differences and other | -191,174 | -191,317 |
Change in valuation allowance | -118,621 | -117,199 |
Income tax provision | ' | ' |
Income_Taxes_Deferred_income_t
Income Taxes - Deferred income tax assets and liabilities (Details) (USD $) | Oct. 31, 2013 | Oct. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Net operating losses carried forward | $2,690,998 | $2,572,377 |
Valuation allowance | -2,690,998 | -2,572,377 |
Net deferred tax asset | ' | ' |
Income_Taxes_Loss_incurred_and
Income Taxes - Loss incurred and expiry date (Details) (USD $) | 12 Months Ended | |||||||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2011 | Oct. 31, 2010 | Oct. 31, 2009 | Oct. 31, 2008 | Oct. 31, 2007 | Oct. 31, 2006 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Net Operating Loss | $348,884 | $344,704 | $231,771 | $1,524,551 | $1,026,834 | $1,987,017 | $2,168,732 | $282,206 |
Expiry Date | '2033 | '2032 | '2031 | '2030 | '2029 | '2028 | '2027 | '2026 |
Total Net Operating Loss | $7,914,699 | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended | |
Oct. 31, 2013 | Oct. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Net operating losses | $7,914,699 | ' |
Federal income tax rate | 34.00% | 34.00% |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (Subsequent Events, USD $) | 12 Months Ended |
Oct. 31, 2013 | |
Subsequent Events | ' |
Issuance of common stock upon conversion | 681,162 |
Convertible note payable | $3,468 |