Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Jan. 31, 2014 | Mar. 24, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'ON4 COMMUNICATIONS INC. | ' |
Entity Central Index Key | '0001300867 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Jan-14 | ' |
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? | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 2,146,728 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2013 | ' |
Balance_Sheets
Balance Sheets (USD $) | Jan. 31, 2014 | Oct. 31, 2013 |
Current Assets | ' | ' |
Cash | ' | ' |
Loan receivable (Note 3) | 116,669 | 121,090 |
Total Current Assets | 116,669 | 121,090 |
Deferred financing costs (Note 6) | 125 | 778 |
Total Assets | 116,794 | 121,868 |
Current Liabilities | ' | ' |
Bank indebtedness | 926 | 1,022 |
Accounts payable and accrued liabilities (Note 5) | 1,437,456 | 1,378,983 |
Due to related parties (Note 4) | 4,548 | 4,858 |
Notes payable (Note 6) | 388,790 | 390,320 |
Convertible notes payable, net of unamortized discount of $102 and $38,099, respectively (Note 7) | 115,832 | 80,933 |
Derivative liabilities (Note 8) | 250,161 | 121,632 |
Total Liabilities | 2,197,713 | 1,977,748 |
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; 2,146,728 and 1,465,566 shares issued and outstanding, respectively | 215 | 147 |
Additional paid-in capital | 13,400,481 | 13,381,883 |
Common stock issuable | 70,000 | 70,000 |
Deficit accumulated during the development stage | -15,551,615 | -15,307,910 |
Total Stockholders' Deficit | -2,080,919 | -1,855,880 |
Total Liabilities and Stockholders' Deficit | $116,794 | $121,868 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Jan. 31, 2014 | Oct. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Convertible notes payable | $102 | $38,099 |
Preferred Stock, Shares Authorized | 30,000,000 | 30,000,000 |
Preferred Stock, No Par Value | $30,000,000 | $30,000,000 |
Common Stock, Shares Authorized | 600,000,000 | 600,000,000 |
Common Stock, Par Value Per Share | $0.00 | $0.00 |
Common Stock, Shares, Issued | 2,146,728 | 1,465,566 |
Common Stock, Shares, Outstanding | 2,146,728 | 1,465,566 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | 92 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2014 | |
Income Statement [Abstract] | ' | ' | ' |
Revenue | ' | ' | ' |
Operating Expenses | ' | ' | ' |
Advertising and marketing | ' | ' | 244,182 |
Amortization of intangible assets | ' | ' | 18,138 |
Amortization of property and equipment | ' | ' | 32,677 |
Consulting fees | ' | 5,232 | 2,173,938 |
Foreign exchange loss (gain) | -10,429 | 1,241 | 239,533 |
General and administrative | 352 | 2,991 | 1,128,017 |
Impairment of goodwill | ' | ' | 3,274,109 |
Impairment of assets | ' | ' | 2,220,609 |
Management fees (Note 4) | ' | 15,610 | 1,226,409 |
Payroll | ' | ' | 29,516 |
Professional fees | 25,524 | 22,681 | 842,682 |
Research and development | ' | ' | 318,360 |
Total Operating Expenses | 15,447 | 47,755 | 11,748,170 |
Operating Loss | -15,447 | -47,755 | -11,748,170 |
Other Income (Expense) | ' | ' | ' |
Accretion of discounts on convertible notes payable (Note 7) | -37,997 | -80,124 | -539,898 |
Amortization of deferred financing costs | -653 | -2,722 | -20,375 |
Gain on settlement of debt | ' | ' | 807,352 |
Interest and other income | ' | ' | 181,682 |
Interest expense | -45,511 | -44,355 | -987,724 |
Loss on change in fair value of derivative liabilities (Note 8) | -144,097 | -139,411 | -841,046 |
Write-off of note receivable | ' | ' | -1,114,182 |
Total Other Income (Expense) | -228,258 | -266,612 | -2,514,191 |
Loss from Continuing Operations | -243,705 | -314,367 | -14,262,361 |
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 | ($243,705) | ($314,367) | ($15,468,143) |
Net Loss Per Share - Basic and Diluted | ($0.13) | ($0.89) | ' |
Weighted Average Shares Outstanding | 1,895,000 | 355,000 | ' |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 3 Months Ended | 92 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2014 | |
Operating Activities | ' | ' | ' |
Net loss from continuing operations | ($243,705) | ($314,367) | ($14,262,361) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Accretion of discounts on convertible notes payable | 37,997 | 80,124 | 539,898 |
Amortization of property and equipment | ' | ' | 32,677 |
Amortization of intangible assets | ' | ' | 18,138 |
Amortization of deferred financing costs | 653 | 2,722 | 20,375 |
Gain on settlement of debt | ' | ' | -807,352 |
Impairment of goodwill | ' | ' | 3,274,109 |
Impairment of assets | ' | ' | 2,220,609 |
Issuance of notes payable for services and penalties | ' | ' | 152,402 |
Issuance of shares for services | ' | ' | 576,750 |
Loss on change in fair value of derivative liabilities | 144,097 | 139,411 | 841,046 |
Stock-based compensation | ' | ' | 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 | 58,473 | 58,295 | 1,619,194 |
Due to related parties | -1,840 | -1,210 | 635,558 |
Net Cash Used In Operating Activities | -4,325 | -35,025 | -2,903,903 |
Investing Activities | ' | ' | ' |
Acquisition of intangible assets | ' | ' | -182,687 |
Cash acquired in reverse merger | ' | ' | 1,523 |
Cash from disposition of subsidiary | ' | ' | 15,709 |
Loan receivable | 4,421 | -15,491 | -116,669 |
Acquisition of property and equipment | ' | ' | -33,562 |
Advances for note receivable | ' | ' | -1,114,182 |
Net Cash Provided By (Used In) Investing Activities | 4,421 | -15,491 | -1,429,868 |
Financing Activities | ' | ' | ' |
Bank indebtedness | -96 | 103 | 926 |
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 | ' | 52,500 | 1,092,022 |
Repayment of notes payable | ' | ' | -81,250 |
Payment of deferred financing costs | ' | -2,500 | -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 | -96 | 50,103 | 4,281,620 |
Effect of Exchange Rate Changes on Cash | ' | 43 | 53,674 |
Discontinued Operations: | ' | ' | ' |
Operating activities | ' | ' | -119,701 |
Investing activities | ' | ' | -661,509 |
Financing activities | ' | ' | 779,687 |
Net Cash Used in Discontinued Operations | ' | ' | -1,523 |
Change in Cash | ' | -370 | ' |
Cash, Beginning of Period | ' | 370 | ' |
Cash, End of Period | ' | ' | ' |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended | ||
Jan. 31, 2014 | |||
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, 2013, included in the Company’s Annual Report on Form 10-K filed on March 18, 2014 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 January 31, 2014, and the results of its operations and cash flows for the three months ended January 31, 2014. The results of operations for the three months ended January 31, 2014, 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 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 |
Jan. 31, 2014 | |
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 January 31, 2014, the Company has not generated any revenues since inception, has a working capital deficiency of $2,081,044 and has an accumulated deficit of $15,551,615 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 |
Jan. 31, 2014 | |
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 January 31, 2014 and 2013, 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 |
Jan. 31, 2014 | |
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 12(b). At January 31, 2014, the Company was owed $116,669 (October 31, 2013 - $121,090) 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 | ||
Jan. 31, 2014 | |||
Related Party Transactions [Abstract] | ' | ||
Related Party Transactions | ' | ||
4. Related Party Transactions | |||
(a) | As at January 31, 2014, the Company owed $1,953 (October 31, 2013 - $2,085) to the Chief Executive Officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand. | ||
(b) | As at January 31, 2014, the Company owed $2,595 (October 31, 2013 - $2,773) to the Chief Operating Officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand. | ||
(c) | During the three months ended January 31, 2014, the Company incurred $nil (2013 - $15,610) of management fees to officers and directors of the Company. |
Accounts_Payable_and_Accrued_L
Accounts Payable and Accrued Liabilities | 3 Months Ended | |||
Jan. 31, 2014 | ||||
Payables and Accruals [Abstract] | ' | |||
Accounts Payable and Accrued Liabilities | ' | |||
5. Accounts Payable and Accrued Liabilities | ||||
31-Jan-14 | 31-Oct-13 | |||
$ | $ | |||
(unaudited) | ||||
Trade payables | 992,647 | 956,100 | ||
Accrued interest expense | 444,809 | 422,883 | ||
1,437,456 | 1,378,983 |
Notes_Payable
Notes Payable | 3 Months Ended | |||
Jan. 31, 2014 | ||||
Debt Disclosure [Abstract] | ' | |||
Notes Payable | ' | |||
6. Notes Payable | ||||
31-Jan-14 | 31-Oct-13 | |||
$ | $ | |||
(unaudited) | ||||
Kestrel Gold Inc., unsecured, due interest at prime plus 2% per annum, and due on demand. | 22,445 | 23,975 | ||
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 | 46,365 | ||
388,790 | 390,320 |
Convertible_Notes_Payable
Convertible Notes Payable | 3 Months Ended | ||
Jan. 31, 2014 | |||
Debt Disclosure [Abstract] | ' | ||
Convertible Notes Payable | ' | ||
7. Convertible Notes Payable | |||
(a) | 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. | ||
(b) | 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 three months ended January 31, 2014, $484 (2013 - $nil) of accretion expense had been recorded and the carrying value of the note is $1,398. The Company paid financing costs of $1,500 relating to the issuance of the note. | ||
(c) | 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 three months ended January 31, 2014, the Company issued 681,162 shares of common stock for the conversion of $3,098 of the note. During the three months ended January 31, 2014, $37,513 (2013 - $nil) of accretion expense had been recorded and the carrying value of the note is $52,434. The Company paid financing costs $2,500 relating to the issuance of the note. |
Derivative_Liabilities
Derivative Liabilities | 3 Months Ended | ||||
Jan. 31, 2014 | |||||
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 February 10, 2013 and February 20, 2013 convertible notes were $57,147 and $91,023, respectively, on vesting. The fair values as at January 31, 2014 and October 31, 2013 are as follows: | |||||
31-Jan-14 | 31-Oct-13 | ||||
$ | $ | ||||
(unaudited) | |||||
$27,500 convertible debenture issued February 10, 2013 | 1,769 | 2,777 | |||
$37,500 convertible debenture issued February 20, 2013 | 248,392 | 118,855 | |||
250,161 | 121,632 | ||||
During the three months ended January 31, 2014, the Company recorded a loss on the change in fair value of the derivative liabilities of $144,097 (2013 – $139,411). 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) | ||
February 10, 2013 convertible note | |||||
As at February 10, 2013 (date of vesting) | 307% | 0.17% | 0% | 1 | |
As at January 31, 2014 | 479% | 0.03% | 0% | 0.04 | |
February 20, 2013 convertible note | |||||
As at August 19, 2013 (date of vesting) | 301% | 0.04% | 0% | 0.25 | |
As at January 31, 2014 | 473% | 0.10% | 0% | 0.75 |
Common_Stock
Common Stock | 3 Months Ended | ||
Jan. 31, 2014 | |||
Equity [Abstract] | ' | ||
Common Stock | ' | ||
9. Common Stock | |||
(a) | During the three months ended January 31, 2014, the Company issued an aggregate of 681,162 common shares upon the conversion of $3,098 of convertible notes payable as described in Note 7. |
Stock_Options
Stock Options | 3 Months Ended | ||||
Jan. 31, 2014 | |||||
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, 2013 and January 31, 2014 | 5,833 | 135 | 1.71 | – | |
The Company’s had no unvested stock options at January 31, 2014 or October 31, 2013. | |||||
Additional information regarding stock options as of January 31, 2014 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 | 3 Months Ended | |||
Jan. 31, 2014 | ||||
Supplemental Cash Flow Elements [Abstract] | ' | |||
Supplemental Disclosures | ' | |||
11. Supplemental Disclosures | ||||
Three Months Ended | Three Months Ended | Accumulated From | ||
January 31, | January 31, | 5-Jun-06 | ||
2014 | 2013 | (Date of Inception) | ||
$ | $ | to January 31, | ||
2014 | ||||
$ | ||||
Non-cash investing and financing activities: | ||||
Shares issued for settlement of notes payable and accrued interest | 3,098 | 78,493 | 422,465 | |
Supplemental Disclosures: | ||||
Interest paid | – | – | – | |
Income taxes paid | – | – | – | |
Commitments
Commitments | 3 Months Ended | ||
Jan. 31, 2014 | |||
Commitments and Contingencies Disclosure [Abstract] | ' | ||
Commitments | ' | ||
12. 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. | ||
(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 12(b). As of the date of filing, the Agreement has not been completed, and the terms of the settlements have not yet been satisfied. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Jan. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
13. Subsequent Events | |
On February 17, 2014, the Company authorized the issuance of 5,000,000 common shares to the President of the Company as compensation for services provided. As of the date of the issuance of these financial statements, the shares have not been issued. |
Summary_of_Significant_Account1
Summary of Significant Accounting Principles (Policies) | 3 Months Ended |
Jan. 31, 2014 | |
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 January 31, 2014 and 2013, 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. |
Accounts_Payable_and_Accrued_L1
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended | |||
Jan. 31, 2014 | ||||
Payables and Accruals [Abstract] | ' | |||
Accounts Payable and Accrued Liabilities | ' | |||
31-Jan-14 | 31-Oct-13 | |||
$ | $ | |||
(unaudited) | ||||
Trade payables | 992,647 | 956,100 | ||
Accrued interest expense | 444,809 | 422,883 | ||
1,437,456 | 1,378,983 |
Notes_Payable_Tables
Notes Payable (Tables) | 3 Months Ended | |||
Jan. 31, 2014 | ||||
Debt Disclosure [Abstract] | ' | |||
Notes Payable | ' | |||
31-Jan-14 | 31-Oct-13 | |||
$ | $ | |||
(unaudited) | ||||
Kestrel Gold Inc., unsecured, due interest at prime plus 2% per annum, and due on demand. | 22,445 | 23,975 | ||
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 | 46,365 | ||
388,790 | 390,320 |
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 3 Months Ended | ||||
Jan. 31, 2014 | |||||
Notes to Financial Statements | ' | ||||
Fair values of the derivative liabilities | ' | ||||
31-Jan-14 | 31-Oct-13 | ||||
$ | $ | ||||
(unaudited) | |||||
$27,500 convertible debenture issued February 10, 2013 | 1,769 | 2,777 | |||
$37,500 convertible debenture issued February 20, 2013 | 248,392 | 118,855 | |||
250,161 | 121,632 | ||||
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) | ||
February 10, 2013 convertible note | |||||
As at February 10, 2013 (date of vesting) | 307% | 0.17% | 0% | 1 | |
As at January 31, 2014 | 479% | 0.03% | 0% | 0.04 | |
February 20, 2013 convertible note | |||||
As at August 19, 2013 (date of vesting) | 301% | 0.04% | 0% | 0.25 | |
As at January 31, 2014 | 473% | 0.10% | 0% | 0.75 |
Stock_Options_Tables
Stock Options (Tables) | 3 Months Ended | ||||
Jan. 31, 2014 | |||||
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, 2013 and January 31, 2014 | 5,833 | 135 | 1.71 | – | |
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) | 3 Months Ended | |||
Jan. 31, 2014 | ||||
Supplemental Cash Flow Elements [Abstract] | ' | |||
Supplemental Disclosures | ' | |||
Three Months Ended | Three Months Ended | Accumulated From | ||
January 31, | January 31, | 5-Jun-06 | ||
2014 | 2013 | (Date of Inception) | ||
$ | $ | to January 31, | ||
2014 | ||||
$ | ||||
Non-cash investing and financing activities: | ||||
Shares issued for settlement of notes payable and accrued interest | 3,098 | 78,493 | 422,465 | |
Supplemental Disclosures: | ||||
Interest paid | – | – | – | |
Income taxes paid | – | – | – |
Basis_of_Presentation_Details_
Basis of Presentation (Details Narrative) | 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% |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | Jan. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Working capital deficiency | $2,081,044 |
Accumulated deficit | $15,551,615 |
Loan_Receivable_Details_Narrat
Loan Receivable (Details Narrative) (USD $) | Jan. 31, 2014 | Oct. 31, 2013 |
Receivables [Abstract] | ' | ' |
Receivables owed for expenses paid on behalf of NetCents | $116,669 | $121,090 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 3 Months Ended | |||||
Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2014 | Oct. 31, 2013 | Jan. 31, 2014 | Oct. 31, 2013 | |
Chief Executive Officer | Chief Executive Officer | Chief Operating Officer | Chief Operating Officer | |||
Cash owed | ' | ' | $1,953 | $2,085 | $2,595 | $2,773 |
Management fees incurred | ' | $15,610 | ' | ' | ' | ' |
Accounts_Payable_and_Accrued_L2
Accounts Payable and Accrued Liabilities - Accounts Payable and Accrued Liabilities (Details) (USD $) | Jan. 31, 2014 | Oct. 31, 2013 |
Related Party Transactions [Abstract] | ' | ' |
Trade payables | $992,647 | $956,100 |
Accrued interest expense | 444,809 | 422,883 |
Total Accounts Payable and Accrued Liabilities | $1,437,456 | $1,378,983 |
Notes_Payable_Notes_Payable_De
Notes Payable - Notes Payable (Details) (USD $) | Jan. 31, 2014 | Oct. 31, 2013 |
Kestrel Gold Inc. | ' | ' |
Notes Payable | $22,445 | $23,975 |
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 | 46,365 |
Notes Payable, interest rate | 5.00% | 5.00% |
Total | ' | ' |
Notes Payable | $388,790 | $390,320 |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | 12 Months Ended | |||||
Jan. 31, 2014 | Jan. 31, 2013 | Jun. 20, 2013 | Feb. 01, 2013 | Oct. 31, 2013 | Feb. 10, 2013 | Oct. 31, 2013 | Feb. 20, 2013 | |
Convertible Notes Payable (a) | Convertible Notes Payable (b) | Convertible Notes Payable (b) | Convertible Notes Payable (c) | Convertible Notes Payable (c) | ||||
Convertible promissory note agreement | ' | ' | ' | $62,000 | ' | $27,500 | ' | $37,500 |
Convertible loan, interest rate | ' | ' | ' | 1.00% | ' | 8.00% | ' | 8.00% |
Price per share | ' | ' | ' | $1.04 | ' | ' | ' | ' |
Variable conversion price | ' | ' | ' | ' | 50.00% | ' | 51.00% | ' |
Debt discount resulting from the fair value of the derivative liability | ' | ' | ' | ' | ' | 27,500 | ' | ' |
Issuance of common stock for conversion | 681,162 | ' | ' | ' | 244,437 | ' | 132,962 | ' |
Conversion amount | 3,098 | ' | ' | ' | 26,000 | ' | 718 | ' |
Accretion expense recorded upon conversion of note | 37,513 | ' | ' | ' | ' | ' | ' | ' |
Financing costs relating to the issuance of note | ' | ' | ' | ' | 1,500 | ' | 2,500 | ' |
Carrying Value of Note | ' | ' | ' | ' | ' | 1,398 | ' | 52,434 |
Penalty increase to loan | ' | ' | 150.00% | ' | ' | ' | ' | ' |
Increased loan balance | ' | ' | $56,250 | ' | ' | ' | ' | ' |
Derivative_Liabilities_Fair_va
Derivative Liabilities - Fair values of the derivative liabilities (Details) (USD $) | Jan. 31, 2014 | Oct. 31, 2013 |
$27,500 convertible debenture issued February 10, 2013 | ' | ' |
Fair value of the derivative liabilities | $1,769 | ' |
$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 | 248,392 | ' |
$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 | $250,161 | $121,632 |
Derivative_Liabilities_Assumpt
Derivative Liabilities - Assumptions used in the calculation of the fair values of the derivative liabilities (Details) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |
Feb. 10, 2013 | Feb. 10, 2013 | Feb. 20, 2013 | Feb. 20, 2013 | |
February 10, 2013 convertible note (by date of vesting) | January 1, 2014 convertible note | August 19, 2013 convertible note (by date of vesting) | January 31, 2104 convertible note | |
Expected Volatility | 307.00% | 479.00% | 301.00% | 473.00% |
Risk-free Interest Rate | 0.17% | 0.03% | 0.04% | 0.10% |
Expected Dividend Yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected Life (in years) | '1 year | '0 months 15 days | '3 months 4 days | '9 months 0 days |
Derivative_Liabilities_Details
Derivative Liabilities (Details Narrative) (USD $) | 3 Months Ended | |||
Jan. 31, 2014 | Jan. 31, 2013 | Feb. 20, 2013 | Feb. 10, 2013 | |
Notes to Financial Statements | ' | ' | ' | ' |
Fair value of the derivative liabilities | ' | ' | $91,023 | $57,147 |
Loss on the change in fair value of the derivative liabilities | $144,097 | $139,411 | ' | ' |
Common_Stock_Details_Narrative
Common Stock (Details Narrative) (USD $) | 3 Months Ended |
Jan. 31, 2014 | |
Equity [Abstract] | ' |
Issuance of common stock | 681,162 |
Value of convertible notes payable | $3,098 |
Stock_Options_Stock_option_pla
Stock Options - Stock option plan activities (Details) (USD $) | Jan. 31, 2014 | Oct. 31, 2012 | Jan. 31, 2014 | Oct. 31, 2012 | Jan. 31, 2014 | Jan. 31, 2014 | Oct. 31, 2012 |
Number of Options | Number of Options | Weighted Average Exercise Price ($) | Weighted Average Exercise Price ($) | Weighted Average Remaining Contractual Life (years) | Aggregate Intrinsic Value ($) | Aggregate Intrinsic Value ($) | |
Stock options outstanding, shares | 5,833 | 5,833 | ' | ' | ' | ' | ' |
Stock options outstanding, per share | ' | ' | $135 | $135 | ' | ' | ' |
Stock options outstanding, years | ' | ' | ' | ' | '1 year 8 months 16 days | ' | ' |
Stock options outstanding, value | ' | ' | ' | ' | ' | ' | ' |
Stock_Options_Additional_infor
Stock Options - Additional information regarding stock options (Details) (USD $) | Jan. 31, 2014 |
Exercise Price ($) | ' |
Stock options - Expiry Date March 3, 2015, per share | $67.50 |
Stock options - Expiry Date July 23, 2017, per share | $225 |
Stock options - Expiry Date December 18, 2017, per share | $450 |
Equity Option [Member] | ' |
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 |
Supplemental_Disclosures_Suppl
Supplemental Disclosures - Supplemental Disclosures (Details) (USD $) | 3 Months Ended | 92 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2014 | |
Non-cash investing and financing activities: | ' | ' | ' |
Shares issued for settlement of notes payable and accrued interest | $3,098 | $78,493 | $422,465 |
Supplemental Disclosures: | ' | ' | ' |
Interest paid | ' | ' | ' |
Income taxes paid | ' | ' | ' |
Commitments_Details_Narrative
Commitments (Details Narrative) (USD $) | 59 Months Ended | |||
Feb. 01, 2015 | 10-May-13 | Dec. 15, 2011 | 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% | ' | ' | ' |
Share Exchange Agreement with NetCents Systems Ltd. | ' | ' | ' | ' |
Shares of Company common stock issued for everyone one share of NetCents stock issued and outstanding on date of closing | ' | ' | 2 | ' |
Agreed settlement of accounts payable and accrued liabilities | ' | 60,614 | ' | ' |
Cash payment debt settlement amount | ' | 12,122 | ' | ' |
Amounts owed to creditors | ' | $215,299 | ' | ' |
Units issued to settle amounts owed to creditors, consisting of one common share and one share purchase warrant | ' | 1,595 | ' | ' |
Purchase price per share for share purchase warrant agreement | ' | $135 | ' | ' |
Share purchase warrant agreement term | ' | '2 years | ' | ' |
Amount of shares issued in pursuance of debt settlement agreements as of filing date | ' | ' | ' | ' |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (Subsequent Events (b)) | 1 Months Ended |
Feb. 17, 2014 | |
Subsequent Events (b) | ' |
Issuance of common stock as compensation | 5,000,000 |