Cover
Cover - USD ($) | 12 Months Ended | |
Oct. 31, 2014 | Apr. 30, 2014 | |
Cover [Abstract] | ||
Entity Registrant Name | Fresh Harvest Products, Inc. | |
Entity Central Index Key | 0001331612 | |
Document Type | 10-K | |
Amendment Flag | false | |
Entity Voluntary Filers | No | |
Current Fiscal Year End Date | --10-31 | |
Entity Well Known Seasoned Issuer | No | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | No | |
Document Period End Date | Oct. 31, 2014 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2014 | |
Entity Common Stock Shares Outstanding | 1,635,610,445 | |
Entity Public Float | $ 654,244 | |
Document Annual Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | No |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Oct. 31, 2014 | Oct. 31, 2013 |
Current assets | ||
Cash | $ 608 | $ 0 |
Total assets | 608 | 0 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,616,202 | 1,384,629 |
Accrued interest | 312,976 | 248,687 |
Notes payable, related party, current | 16,312 | 32,312 |
Notes payable, current, net of debt discount | 728,650 | 565,733 |
Derivative liability | 358,688 | 435,515 |
Total current liabilities | 3,032,828 | 2,666,876 |
Total liabilities | 3,032,828 | 2,666,876 |
Commitments and contingencies (Note 10) | 0 | 0 |
Stockholders' deficit | ||
Preferred stock, $.0001 par value, 5,000,000 shares authorized, issued and outstanding | 500 | 500 |
Common stock, $.0001 par value, 2,000,000,000 authorized, 1,635,610,445 shares issued and outstanding | 163,562 | 163,562 |
Additional paid in capital | 7,054,106 | 7,054,106 |
Accumulated deficit | (10,250,388) | (9,885,044) |
Total stockholders' deficit | (3,032,220) | (2,666,876) |
Total liabilities and stockholders' deficit | $ 608 | $ 0 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Oct. 31, 2014 | Oct. 31, 2013 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares par value | $ .0001 | $ .0001 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares par value | $ .0001 | $ .0001 |
Common stock, shares outstanding | 1,635,610,445 | 1,635,610,445 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
STATEMENTS OF OPERATIONS | ||
Revenue | $ 0 | $ 0 |
Cost of goods sold | 0 | 0 |
Gross profit | 0 | 0 |
Operating expenses | ||
Salaries and wages | 144,000 | 144,000 |
Sales and marketing | 101,474 | 50,000 |
General and administrative expenses | 83,722 | 86,179 |
Legal and professional fees | 6,769 | 4,100 |
Total operating expenses | 335,965 | 284,279 |
Income (loss) from operations | (335,965) | (284,279) |
Other income (expense) | ||
Change in fair value of derivatives | 126,827 | (50,989) |
Interest expense | (156,206) | (231,591) |
Total other income (expenses) | (29,379) | (282,580) |
Loss before provision for income taxes | (365,344) | (566,859) |
Provision for income taxes | 0 | 0 |
Net income (loss) | $ (365,344) | $ (566,859) |
Basic and dilutive loss per share | $ 0 | $ 0 |
Weighted average common shares outstanding - basic and dilutive | 1,635,610,445 | 1,635,610,445 |
STATEMENT OF STOCKHOLDER'S' Equ
STATEMENT OF STOCKHOLDER'S' Equity - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance, shares at Oct. 31, 2012 | 5,000,000 | 1,635,610,445 | |||
Balance, amount at Oct. 31, 2012 | $ (2,100,017) | $ 500 | $ 163,562 | $ 7,054,106 | $ (9,318,185) |
Net Loss | (566,859) | $ 0 | $ 0 | 0 | (566,859) |
Balance, shares at Oct. 31, 2013 | 5,000,000 | 1,635,610,445 | |||
Balance, amount at Oct. 31, 2013 | (2,666,876) | $ 500 | $ 163,562 | 7,054,106 | (9,885,044) |
Net Loss | (365,344) | $ 0 | $ 0 | 0 | (365,344) |
Balance, shares at Oct. 31, 2014 | 5,000,000 | 1,635,610,445 | |||
Balance, amount at Oct. 31, 2014 | $ (3,032,220) | $ 500 | $ 163,562 | $ 7,054,106 | $ (10,250,388) |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Cash flows from operating activities: | ||
Net loss | $ (365,344) | $ (566,859) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Amortization of debt discount | 81,197 | 159,650 |
Change in fair value of derivative liabilities | (76,827) | 50,989 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 292,293 | 284,280 |
Accrued interest | 64,289 | 71,940 |
Net cash (from) operating activities | (4,392) | 0 |
Cash flows from financing activities: | ||
Proceeds from issuance of notes payable | 5,000 | 0 |
Proceeds from advances from related parties | 0 | 0 |
Net cash from financing activities | 5,000 | 0 |
Net (decrease) increase in cash | 608 | 0 |
Cash, beginning of year | 0 | 0 |
Cash, end of year | 608 | 0 |
Supplemental disclosure of cash flow information: | ||
Taxes paid | 0 | 0 |
Interest paid | 0 | 0 |
Non-cash financing activities: | ||
Convertible notes issued for accounts payable | 110,720 | 50,000 |
Assignment of notes payable, related party, current to notes payable | $ 16,000 | $ 0 |
GENERAL ORGANIZATION AND BUSINE
GENERAL ORGANIZATION AND BUSINESS | 12 Months Ended |
Oct. 31, 2014 | |
GENERAL ORGANIZATION AND BUSINESS | |
NOTE 1. GENERAL ORGANIZATION AND BUSINESS | Fresh Harvest Products, Inc. (the “Company”) is a corporation formed in the State of New Jersey. During the fiscal year ended October 31, 2014, we did not generate any revenues as we were integrating our new business model, and developing software products. The Company was in development of a calorie calculator and comparison operator for web and mobile applications, as well as other related software. The Company previously operated as a natural and organic food products company before management decided to transition the Company’s line of business to capitalize on its relationships within the rapidly growing Software-as-a-Service (SaaS), enterprise software and mobile application markets. During October 2012, the Company began integrating a digital plan and strategy which will shift the Company’s focus on expanding the online network and community, as well as an expansion of online services, with a focus on developing various SaaS models in the health, wellness, fitness, lifestyles of health and sustainability (LOHAS) and healthcare industries. The Company expects to develop, license and acquire software applications that will generate revenue through subscription fees, in-app upgrades, purchases and advertising. The Company is currently working on several software applications including a calorie calculator and food comparison software solution so that consumers can be informed and compare what foods they are eating and be able to accurately calculate their daily calories per item, as well as compare foods with each other to learn and understand what the healthier options are. The Company is actively seeking strategic partners and acquisition targets in order to grow and expand. The Company continues to have limited capital resources and has experienced net losses and negative cash flows from operations and expects these conditions to continue for the foreseeable future. As of October 31, 2014, the Company had $608 cash available for operations and had an accumulated deficit of $10,250,388. Management believes that cash on hand as of October 31, 2014 is not sufficient to fund operations through October 31, 2015. The Company will be required to raise additional funds to meet its short and long-term planned goals. There can be no assurance that such funds, if available at all, can be obtained on terms reasonable to the Company. The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has limited revenue and without realization of additional capital, it would be highly unlikely for the Company to continue as a going concern. |
LIQUIDITY, CAPITAL RESOURCES AN
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN | 12 Months Ended |
Oct. 31, 2014 | |
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN | |
NOTE 2. LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN | The accompanying financial statements have been prepared on a going-concern basis, which contemplates the continuation of operations, realization of assets and liquidation of liabilities in the ordinary course of business. For the years ended October 31, 2014 and 2013, the Company reported a net loss of $365,344 and $566,859, respectively. As of October 31, 2014, the Company maintained total assets of $608, total liabilities including notes payable of $3,032,828 along with an accumulated deficit of $10,250,388. Management believes that additional capital will be required to fund operations through the year ended October 31, 2015 and beyond, as it attempts to generate increasing revenue, and develop new products. Management intends to attempt to raise capital through additional equity offerings and debt obligations. There can be no assurance that the Company will be successful in obtaining financing at the level needed or on terms acceptable to the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s insolvent financial condition also may create a risk that we may be forced to file for protection under applicable bankruptcy laws or state insolvency statutes. We also may face the risk that a receiver may be appointed. We face that risk and other risks resulting from our current financial condition. For these and other reasons, our management recognizes the adverse difficulties and continuing severe challenges we face. Apart from the limited funds that we have received there can be no assurance that we will receive any financing or funding from any source or if any financing should be obtained, that existing shareholders will not incur substantial, immediate, and permanent dilution of their existing investment. The Company’s operations are subject to certain additional risks and uncertainties including, among others, dependence on outside suppliers and manufacturers, competition, dependence on its exclusive license and relationship with the licensor, uncertainties regarding patents and proprietary rights, dependence on key personnel, and other business risks. In addition, there is no assurance, assuming the Company is successful in raising additional capital that the Company will be successful in achieving profitability or positive cash flow. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Oct. 31, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the years ended October 31, 2014 and 2013. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly from those estimates. Cash and Cash Equivalents The Company maintains cash balances in a non-interest bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of October 31, 2014 and 2013. Net Loss Per Share Calculation Basic net loss per common share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Revenue Recognition and Sales Incentives Sales will be recognized when an online transaction is processed, which occurs when a user of one of the Company’s software products purchases the products online or in an app. Sales are reported net of sales incentives, which could include discounts and promotions. Income Taxes The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements. Fair value of financial instruments Fresh Harvest’s financial instruments include cash and cash equivalents, accounts payable, accrued liabilities, and debt. The carrying value of these financial instruments is considered to be representative of their fair value due to the short maturity of these instruments. The carrying amount of the debt approximates fair value, because the interest rates on these instruments approximate the interest rate on debt with similar terms available to the Company. Fresh Harvest’s derivative liabilities were adjusted to fair market value at the end of each reporting period, using Level 3 inputs. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses and interest, certain notes payable and notes payable – due to related parties, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under Level 3 (See Note 6). Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt under Accounting Standards Codification (“ASC”) 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial feature. Derivative financial instruments When the Company issues debt that contains a conversion feature, it first evaluates whether the conversion feature meets the requirements to be treated as a derivative: a) one or more underlying, typically the price of the Company's stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. There are certain scope exceptions from derivative treatment, but these typically exclude conversion features that provide for a variable number of shares. If the conversion feature within convertible debt meet the requirements to be treated as a derivative, Fresh Harvest estimates the fair value of the derivative liability using the Monte Carlo Simulation Model upon the date of issuance. If the fair value of the derivative liability is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the derivative liability is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The derivative liability is revalued at the end of each reporting period and any change in fair value is recorded as a change in fair value in the statements of operations. The debt discount is amortized through interest expense over the life of the debt. Derivative instrument liabilities and the host debt agreement are classified on the balance sheets as current or non-current based on whether settlement of the derivative instrument could be required within twelve months of the balance sheet date. The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into warrant agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 “Derivatives and Hedging” (provides comprehensive guidance on derivative and hedging transactions) whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. Debt Issue Costs and Debt Discount The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. Recently Issued Accounting Pronouncements As of and for the year ended October 31, 2014, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations. Subsequent Events In accordance with ASC 855, Subsequent Events |
NOTES PAYABLE - RELATED PARTIES
NOTES PAYABLE - RELATED PARTIES | 12 Months Ended |
Oct. 31, 2014 | |
NOTES PAYABLE - RELATED PARTIES | |
NOTE 4. NOTES PAYABLE - RELATED PARTIES | As of October 31, 2014 and October 31, 2013, the Company had $16,312 and $32,312, respectively, in outstanding notes payable to related parties. As of October 31, 2014 and October 31, 2013, the Company had $5,897 and $3,231, respectively, in outstanding interest to related parties. The outstanding notes payable have one-year terms and 10% interest rates. The principal amount of the notes and accrued and unpaid interest is convertible into common shares of the Company upon the due date at $0.0001 per share, subject to adjustments. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Oct. 31, 2014 | |
NOTES PAYABLE | |
NOTE 5. NOTES PAYABLE | The Company entered into five (5) notes payable during the year ended October 31, 2014. As of October 31, 2014 and 2013, the notes payable were as follows: Date of Note Issuance Original Principal Balance Maturity Date Interest Rate % Conversion Rate Principal Balance 10/31/14 Principal Balance 10/31/13 10/17/14 $ 8,500 10/17/15 10 % $ 0.00010 $ 8,500 $ - 8/26/14 50,000 2/26/15 10 % $ 0.00010 52,500 - 8/26/14 50,000 2/26/15 10 % $ 0.00010 50,000 - 8/26/14 50,000 2/26/15 10 % $ 0.00010 50,000 - 8/26/14 50,000 2/26/15 10 % $ 0.00010 50,000 - 2/1/13 50,000 2/1/14 10 % lesser $0.0015 or 50% discount to market 50,000 50,000 10/31/12 104,278 10/31/13 10 % lesser $0.0015 or 50% discount to market 22,624 104,278 3/16/12 50,000 9/16/12 10 % $ 0.00200 60,000 60,000 2/14/12 14,900 2/14/13 10 % $ 0.00100 24,900 24,900 2/10/12 25,000 8/10/12 10 % $ 0.00119 25,000 25,000 1/26/12 40,000 7/26/12 10 % $ 0.00113 8,000 8,000 1/26/12 65,595 7/26/12 10 % $ 0.00113 30,095 27,595 10/18/11 1,900 10/18/11 8 % no written agreement 6,900 6,900 10/11/11 2,500 4/11/12 12 % $ 0.00390 2,500 2,500 8/25/11 108,101 2/25/12 10 % $ 0.01000 2,631 2,631 10/3/10 20,000 10/3/12 10 % lesser $0.01 or 20% discount to market 20,000 20,000 10/31/09 4,000 10/31/10 8 % no written agreement 4,000 4,000 8/31/09 5,000 8/31/12 12 % lesser $0.01 or 20% discount to market 5,000 5,000 8/26/09 20,000 8/26/12 12 % lesser $0.01 or 20% discount to market 20,000 20,000 8/25/09 20,000 8/25/12 12 % lesser $0.01 or 20% discount to market 20,000 20,000 2/26/07 30,000 2/26/09 12 % lesser $0.50 or 35% discount to market 30,000 30,000 4/17/07 20,000 4/17/09 10 % lesser $0.45 or 35% discount to market 20,000 20,000 6/14/07 15,000 6/15/09 10 % lesser $0.50 or 25% discount to market 15,000 15,000 1/29/07 15,000 1/29/09 10 % $ 0.95000 15,000 15,000 4/17/07 15,000 4/17/09 10 % lesser $0.45 or 35% discount to market 15,000 15,000 12/23/06 18,000 12/23/08 10 % $ 0.95000 18,000 18,000 11/30/06 50,000 11/30/08 10 % $ 0.85000 50,000 50,000 9/16/06 100,000 9/9/08 12 % 35% discount to market 38,000 38,000 10/1/05 15,000 4/1/07 10 % $ 0.50000 15,000 15,000 Total $ 728,650 $ 596,804 Debt Discount - (31,071 ) Total $ 728,650 $ 565,733 The Company currently has a total of twenty-four convertible promissory notes that are in default and the Company may be subject to legal proceedings or lawsuits from any number of those convertible noteholders. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 12 Months Ended |
Oct. 31, 2014 | |
DERIVATIVE LIABILITY | |
NOTE 6. DERIVATIVE LIABILITY | The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of October 31, 2014 and 2013 and the amounts that were reflected in income related to derivatives for the years then ended: October 31, 2014 Indexed Fair The financings giving rise to derivative financial instruments Shares Values Compound embedded derivative 1,775,081,863 $ (358,688 ) October 31, 2013 Indexed Fair The financings giving rise to derivative financial instruments Shares Values Compound embedded derivative 2,549,713,618 $ (435,515 ) The following tables summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the years ended October 31, 2014 and 2013: The financings giving rise to derivative financial instruments and the income effects: Years Ended October 31, 2014 October 31, 2013 Compound embedded derivative $ 135,494 $ (28,989 ) Day one derivative loss (8,667 ) (22,000 ) Total derivative gain (loss) $ 126,827 $ (50,989 ) The Company’s Convertible Notes gave rise to derivative financial instruments. The Notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option. Current accounting principles that are provided in ASC 815 - Derivatives and Hedging Significant inputs and results arising from the Monte Carlo Simulations process are as follows for the compound embedded derivative that has been bifurcated from the Convertible Notes and classified in liabilities: October 31, 2014 October 31, 2013 Quoted market price on valuation date $ 0.0004 $ 0.0003 Contractual conversion rate $ 0.00011 - $0.00038 $ 0.00015 - $0.00024 Range of effective contractual conversion rates -- -- Contractual term to maturity 0.25 Years 0.25 Year Market volatility: Volatility 138.28% - 238.13% 138.28% - 238.13% Contractual interest rate 5% - 12% 5% - 12% The following table reflects the issuances of compound embedded derivatives and changes in fair value inputs and assumptions related to the compound embedded derivatives during the years ended October 31, 2014 and 2013. October 31, 2014 October 31, 2013 Beginning balance $ 435,515 $ 334,526 Issuances: Convertible Note Financing 50,000 50,000 Changes in fair value inputs and assumptions reflected in income (126,827 ) 50,989 Ending balance $ 358,688 $ 435,515 The fair value of the compound embedded derivative is significantly influenced by the Company’s trading market price, the price volatility in trading and the interest components of the Monte Carlo Simulation technique. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Oct. 31, 2014 | |
STOCKHOLDERS EQUITY | |
NOTE 7. STOCKHOLDERS' EQUITY | Series A Preferred Stock Certificate of Designations On February 23, 2011, the Company filed a Certificate of Designations of Series A Convertible Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of New Jersey. The Certificate of Designations, subject to the requirements of New Jersey law, states the designation, number of shares, powers, preferences, rights, qualifications, limitations and restrictions of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”). In summary, the Certificate of Designations provides: Number 5,000,000 shares of the Company’s Preferred Stock are designated as shares of Series A Convertible Preferred Stock. Dividends Any dividends (other than dividends on common stock payable solely in common stock or dividends on the Series A Preferred Stock payable solely in Series A Preferred Stock) declared or paid in any fiscal year will be declared or paid among the holders of the Series A Preferred Stock and common stock then outstanding in proportion to the greatest whole number of shares of common stock which would be held by each such holder if all shares of Series A Preferred Stock were converted into shares of common stock pursuant to the terms of the Certificate of Designations. The Company’s Board of Directors is under no obligation to declare dividends on the Series A Preferred Stock. Conversion Each share of Series A Preferred Stock is generally convertible into 100 shares of the Company’s common stock (the “Conversion Rate”). Liquidation In the event of any liquidation, dissolution or winding up of the Company, the assets of the Company legally available for distribution by the Company would be distributed with equal priority and pro rata among the holders of the Series A Preferred Stock and common stock in proportion to the number of shares of common stock held by them, with the shares of Series A Preferred Stock being treated for this purpose as if they had been converted to shares of common stock at the then applicable Conversion Rate. Voting On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series A Preferred Stock would be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Company’s Certificate of Incorporation, holders of Series A Preferred Stock vote together with the holders of common stock as a single class. |
PROVISION FOR CORPORATE INCOME
PROVISION FOR CORPORATE INCOME TAXES | 12 Months Ended |
Oct. 31, 2014 | |
PROVISION FOR CORPORATE INCOME TAXES | |
NOTE 8. PROVISION FOR CORPORATE INCOME TAXES | The Company provides for income taxes by the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. This also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The valuation allowance at October 31, 2014 was $2,909,710. The net change in allowance during the year ended October 31, 2014 was $124,217. As of October 31, 2014, the Company has federal net operating loss carry forwards of approximately $8,560,000 available to offset future taxable income through 2034. The Company may be able to utilize its NOLs to reduce future federal and state income tax liabilities. However, these NOLs are subject to various limitations under Internal Revenue Code (“IRC”) Section 382. IRC Section 382 limits the use of NOLs to the extent there has been an ownership change of more than 50 percentage points. In addition, the NOL carry-forwards are subject to examination by the taxing authority and could be adjusted or disallowed due to such exams. Although the Company has not undergone an IRC Section 382 analysis, it is possible that the utilization of the NOLs could be substantially limited. The Company has no tax provision for the years ended October 31, 2014 and 2013 due to losses and full valuation allowances against net deferred tax assets. As of October 31 2014 and 2013, the difference between the tax provision at the statutory federal income tax rate and the tax provision attributable to loss before income taxes is as follows (in percentages): Statutory federal income tax rate (34 )% State taxes – net of federal benefits (5 )% Valuation allowance 39 % Income tax rate – net 0 % Fin 48 - Accounting for Uncertain Tax Positions The Company files income tax returns in the U.S. federal jurisdiction and various state, and local jurisdictions. The Company is no longer subject to U.S. federal income tax examination by tax authorities for the years prior to October 31, 2005. With respect to state and local jurisdictions, with limited exception, the Company is no longer subject to income tax audits prior to October 31, 2005. In the normal course of business, the Company is subject to examination by various taxing authorities. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, interest and penalties have been provided for any adjustments that may result from these open tax years. Based on management’s review of the Company’s tax position, the Company had no significant unrecognized corporate tax liabilities as of October 31, 2014 and 2013 payable to the Internal Revenue Service due to the net operating loss carry-forward, however, the Company had yet to file its 2005 through 2009 Federal, New Jersey nor New York Corporate Income Tax Returns. |
UNPAID PAYROLL TAXES
UNPAID PAYROLL TAXES | 12 Months Ended |
Oct. 31, 2014 | |
UNPAID PAYROLL TAXES | |
NOTE 9. UNPAID PAYROLL TAXES | As of October 31, 2014 and 2013, the Company owed the Internal Revenue Service and New York State payroll related taxes in the amounts of $135,875 and $30,084, respectively, plus applicable interest and penalties. The total amount due to both taxing authorities including penalties and interest was $165,959 as of October 31, 2014 and 2013, subject to further penalties and interest plus accruals on unpaid wages. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Oct. 31, 2014 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 10. COMMITMENTS AND CONTINGENCIES | Rent As of October 31, 2014, the Company maintains its office in New York, New York. There is a month-to-month office lease. The rent is approximately $1,050 per month for the current office. The Company rents its office space from the father of the Company’s President and Chief Executive Officer. As of October 31, 2014 and October 31, 2013, the total amount owed to related party was $49,450 and $36,650, including $30,250 and $17,450, respectively, for accumulated rent. IRS Tax Lien The Internal Revenue Service has placed a federal tax lien on all of the assets of the Company. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Oct. 31, 2014 | |
SUBSEQUENT EVENTS | |
NOTE 11. SUBSEQUENT EVENTS | The Company has evaluated subsequent events for recognition and disclosure through January 29, 2021, the date the financial statements were available to be issued, and determined that there were no such events requiring adjustment to, or disclosure in, the accompanying financial statements, other than included below. Change of Domicile On November 3, 2017 the Company changed its domicile from New Jersey to Delaware and authorized shares to 20 Billion shares of common stock, par value, $0.000001 per share, and 500 Million shares of Series A Preferred Stock, par value, $0.000001 per share, and 500 Million Shares of Series B Preferred Stock, par value, $0.000001 per share. Each share of Series A and Series B Preferred Stock is convertible into 100 shares of the Company’s common stock. Release of Federal Tax Liens Between the period of May 2016 and April 2018 federal tax liens in the amount of $103,156 were released. D&E Agreements – Convertible Promissory Notes and Put Option Agreement On May 5, 2020, the Company entered into 4 agreements with D&E Holdings 20, LLC (“D&E”). The Agreements were: Convertible Promissory Note for $50,000 (the note has a 6-month term, a 10% interest rate and a conversion price of $0.0001), a Stock Purchase Agreement, a Note Purchase Agreement and a Put Option Agreement. The Put Option Agreement describes a transaction where, once D&E loans the Company a total of $100,000, then D&E may, at its sole discretion, exercise their Put Option to merge their real estate asset (a laboratory space consisting of between 30, 000 and 40,000 sq ft within the Former MetroSouth Medical Center Campus Illinois) with the Company. Upon D&E exercising the Put Option, D&E shall be issued a total of 83% of all of the outstanding shares of stock of the Company. Increase of Authorized Common and Preferred Shares On December 21, 2020, the Company increased its authorized shares to 1 Trillion shares of common stock, par value, $0.000001 per share, and 5 Billion shares of Series A Preferred Stock, par value, $0.000001 per share, and 5 Billion Shares of Series B Preferred Stock, par value, $0.000001 per share. Each share of Series A and Series B Preferred Stock is convertible into 100 shares of the Company’s common stock. On December 31, 2020 the Company issued 1,050,000,000 common shares for services rendered to the Company. On December 31, 2020 five (5) Noteholders, including the Company’s Board of Director Members, converted a total of $1,965,460 of convertible promissory notes into 40,702,104,817 common shares of the Company. The Company’s two Board of Director Members converted a total of $1,644,825 of convertible promissory notes into a total of 34,267,187,500 common shares. The Company’s Board of Director Members control approximately 87.32% of the voting rights of the Company. The 3 (three) Noteholders converted a total of $325,666 of convertible promissory notes into a total of 6,439,917,317 common shares. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Oct. 31, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The accompanying financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the years ended October 31, 2014 and 2013. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly from those estimates. |
Cash And Cash Equivalents | The Company maintains cash balances in a non-interest bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of October 31, 2014 and 2013. |
Net Loss Per Share Calculation | Basic net loss per common share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. |
Revenue Recognition and Sales Incentives | Sales will be recognized when an online transaction is processed, which occurs when a user of one of the Company’s software products purchases the products online or in an app. Sales are reported net of sales incentives, which could include discounts and promotions. |
Income Taxes | The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements. |
Fair Value of Financial Instruments | Fresh Harvest’s financial instruments include cash and cash equivalents, accounts payable, accrued liabilities, and debt. The carrying value of these financial instruments is considered to be representative of their fair value due to the short maturity of these instruments. The carrying amount of the debt approximates fair value, because the interest rates on these instruments approximate the interest rate on debt with similar terms available to the Company. Fresh Harvest’s derivative liabilities were adjusted to fair market value at the end of each reporting period, using Level 3 inputs. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses and interest, certain notes payable and notes payable – due to related parties, approximate their fair values because of the short maturity of these instruments. The Company accounts for its derivative liabilities, at fair value, on a recurring basis under Level 3 (See Note 6). |
Embedded Conversion Features | The Company evaluates embedded conversion features within convertible debt under Accounting Standards Codification (“ASC”) 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial feature. |
Derivative financial instruments | When the Company issues debt that contains a conversion feature, it first evaluates whether the conversion feature meets the requirements to be treated as a derivative: a) one or more underlying, typically the price of the Company's stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. There are certain scope exceptions from derivative treatment, but these typically exclude conversion features that provide for a variable number of shares. If the conversion feature within convertible debt meet the requirements to be treated as a derivative, Fresh Harvest estimates the fair value of the derivative liability using the Monte Carlo Simulation Model upon the date of issuance. If the fair value of the derivative liability is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the derivative liability is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The derivative liability is revalued at the end of each reporting period and any change in fair value is recorded as a change in fair value in the statements of operations. The debt discount is amortized through interest expense over the life of the debt. Derivative instrument liabilities and the host debt agreement are classified on the balance sheets as current or non-current based on whether settlement of the derivative instrument could be required within twelve months of the balance sheet date. The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into warrant agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 “Derivatives and Hedging” (provides comprehensive guidance on derivative and hedging transactions) whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. |
Debt Issue Costs and Debt Discount | The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Recently Issued Accounting Pronouncements | As of and for the year ended October 31, 2014, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations. |
Subsequent Events | In accordance with ASC 855, Subsequent Events |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Oct. 31, 2014 | |
NOTES PAYABLE | |
Schedule of Notes Payable | Date of Note Issuance Original Principal Balance Maturity Date Interest Rate % Conversion Rate Principal Balance 10/31/14 Principal Balance 10/31/13 10/17/14 $ 8,500 10/17/15 10 % $ 0.00010 $ 8,500 $ - 8/26/14 50,000 2/26/15 10 % $ 0.00010 52,500 - 8/26/14 50,000 2/26/15 10 % $ 0.00010 50,000 - 8/26/14 50,000 2/26/15 10 % $ 0.00010 50,000 - 8/26/14 50,000 2/26/15 10 % $ 0.00010 50,000 - 2/1/13 50,000 2/1/14 10 % lesser $0.0015 or 50% discount to market 50,000 50,000 10/31/12 104,278 10/31/13 10 % lesser $0.0015 or 50% discount to market 22,624 104,278 3/16/12 50,000 9/16/12 10 % $ 0.00200 60,000 60,000 2/14/12 14,900 2/14/13 10 % $ 0.00100 24,900 24,900 2/10/12 25,000 8/10/12 10 % $ 0.00119 25,000 25,000 1/26/12 40,000 7/26/12 10 % $ 0.00113 8,000 8,000 1/26/12 65,595 7/26/12 10 % $ 0.00113 30,095 27,595 10/18/11 1,900 10/18/11 8 % no written agreement 6,900 6,900 10/11/11 2,500 4/11/12 12 % $ 0.00390 2,500 2,500 8/25/11 108,101 2/25/12 10 % $ 0.01000 2,631 2,631 10/3/10 20,000 10/3/12 10 % lesser $0.01 or 20% discount to market 20,000 20,000 10/31/09 4,000 10/31/10 8 % no written agreement 4,000 4,000 8/31/09 5,000 8/31/12 12 % lesser $0.01 or 20% discount to market 5,000 5,000 8/26/09 20,000 8/26/12 12 % lesser $0.01 or 20% discount to market 20,000 20,000 8/25/09 20,000 8/25/12 12 % lesser $0.01 or 20% discount to market 20,000 20,000 2/26/07 30,000 2/26/09 12 % lesser $0.50 or 35% discount to market 30,000 30,000 4/17/07 20,000 4/17/09 10 % lesser $0.45 or 35% discount to market 20,000 20,000 6/14/07 15,000 6/15/09 10 % lesser $0.50 or 25% discount to market 15,000 15,000 1/29/07 15,000 1/29/09 10 % $ 0.95000 15,000 15,000 4/17/07 15,000 4/17/09 10 % lesser $0.45 or 35% discount to market 15,000 15,000 12/23/06 18,000 12/23/08 10 % $ 0.95000 18,000 18,000 11/30/06 50,000 11/30/08 10 % $ 0.85000 50,000 50,000 9/16/06 100,000 9/9/08 12 % 35% discount to market 38,000 38,000 10/1/05 15,000 4/1/07 10 % $ 0.50000 15,000 15,000 Total $ 728,650 $ 596,804 Debt Discount - (31,071 ) Total $ 728,650 $ 565,733 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 12 Months Ended |
Oct. 31, 2014 | |
DERIVATIVE LIABILITY | |
Schedule of Fair value derivative liabilities | October 31, 2014 Indexed Fair The financings giving rise to derivative financial instruments Shares Values Compound embedded derivative 1,775,081,863 $ (358,688 ) October 31, 2013 Indexed Fair The financings giving rise to derivative financial instruments Shares Values Compound embedded derivative 2,549,713,618 $ (435,515 ) |
Schedule of derivative financial instruments | Years Ended October 31, 2014 October 31, 2013 Compound embedded derivative $ 135,494 $ (28,989 ) Day one derivative loss (8,667 ) (22,000 ) Total derivative gain (loss) $ 126,827 $ (50,989 ) |
Schedule of Convertible Notes | October 31, 2014 October 31, 2013 Quoted market price on valuation date $ 0.0004 $ 0.0003 Contractual conversion rate $ 0.00011 - $0.00038 $ 0.00015 - $0.00024 Range of effective contractual conversion rates -- -- Contractual term to maturity 0.25 Years 0.25 Year Market volatility: Volatility 138.28% - 238.13% 138.28% - 238.13% Contractual interest rate 5% - 12% 5% - 12% |
Schedule of compound embedded derivatives | October 31, 2014 October 31, 2013 Beginning balance $ 435,515 $ 334,526 Issuances: Convertible Note Financing 50,000 50,000 Changes in fair value inputs and assumptions reflected in income (126,827 ) 50,989 Ending balance $ 358,688 $ 435,515 |
PROVISION FOR CORPORATE INCOM_2
PROVISION FOR CORPORATE INCOME TAXES (Tables) | 12 Months Ended |
Oct. 31, 2014 | |
PROVISION FOR CORPORATE INCOME TAXES | |
Schedule of statutory federal income tax rate | Statutory federal income tax rate (34 )% State taxes – net of federal benefits (5 )% Valuation allowance 39 % Income tax rate – net 0 % |
GENERAL ORGANIZATION AND BUSI_2
GENERAL ORGANIZATION AND BUSINESS (Details Narrative) - USD ($) | Oct. 31, 2014 | Oct. 31, 2013 |
GENERAL ORGANIZATION AND BUSINESS | ||
Cash | $ 608 | $ 0 |
Accumulated deficit | $ (10,250,388) | $ (9,885,044) |
LIQUIDITY, CAPITAL RESOURCES _2
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN | ||
Total assets | $ 608 | $ 0 |
Total liabilities | 3,032,828 | 2,666,876 |
Accumulated deficit | (10,250,388) | (9,885,044) |
Net loss | $ (365,344) | $ (566,859) |
NOTES PAYABLE - RELATED PARTI_2
NOTES PAYABLE - RELATED PARTIES (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
NOTES PAYABLE - RELATED PARTIES | ||
Notes payable, related party, current | $ 16,312 | $ 32,312 |
Debt term | 1 year | |
Interest rate | 10.00% | |
Convertible price | $ 0.0001 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Notes payable | $ 728,650 | $ 596,804 |
Debt discount | 0 | (31,071) |
Total Notes payable | $ 728,650 | 565,733 |
Notes Payable Twenty Nine [Member] | ||
Date of issuance | Aug. 26, 2014 | |
Maturity date | Feb. 26, 2015 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00010 | |
Debt instrument, principal balance | $ 50,000 | 0 |
Debt instrument, original principal balance | $ 50,000 | |
Notes Payable Twenty Eight [Member] | ||
Date of issuance | Aug. 26, 2014 | |
Maturity date | Feb. 26, 2015 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00010 | |
Debt instrument, principal balance | $ 50,000 | 0 |
Debt instrument, original principal balance | $ 50,000 | |
Notes Payable Twenty Seven [Member] | ||
Date of issuance | Aug. 26, 2014 | |
Maturity date | Feb. 26, 2015 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00010 | |
Debt instrument, principal balance | $ 50,000 | 0 |
Debt instrument, original principal balance | $ 50,000 | |
Notes Payable Twenty Six [Member] | ||
Date of issuance | Aug. 26, 2014 | |
Maturity date | Feb. 26, 2015 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00010 | |
Debt instrument, principal balance | $ 52,500 | 0 |
Debt instrument, original principal balance | $ 50,000 | |
Notes Payable Twenty Five[Member] | ||
Date of issuance | Oct. 17, 2014 | |
Maturity date | Oct. 17, 2015 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00010 | |
Debt instrument, principal balance | $ 8,500 | 0 |
Debt instrument, original principal balance | $ 8,500 | |
Notes Payable Twenty Four [Member] | ||
Date of issuance | Oct. 1, 2005 | |
Maturity date | Apr. 1, 2007 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.50000 | |
Debt instrument, principal balance | $ 15,000 | 15,000 |
Debt instrument, original principal balance | $ 15,000 | |
Notes Payable Twenty Three [Member] | ||
Date of issuance | Sep. 16, 2006 | |
Maturity date | Sep. 9, 2008 | |
Interest rate | 12.00% | |
Debt instrument, principal balance | $ 38,000 | 38,000 |
Debt instrument, original principal balance | $ 100,000 | |
Conversion rate, percentage | 35.00% | |
Notes Payable Twenty Two [Member] | ||
Date of issuance | Nov. 30, 2006 | |
Maturity date | Nov. 30, 2008 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.85000 | |
Debt instrument, principal balance | $ 50,000 | 50,000 |
Debt instrument, original principal balance | $ 50,000 | |
Notes Payable Twenty One [Member] | ||
Date of issuance | Dec. 23, 2006 | |
Maturity date | Dec. 23, 2008 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.95000 | |
Debt instrument, principal balance | $ 18,000 | 18,000 |
Debt instrument, original principal balance | $ 18,000 | |
Notes Payable Twenty [Member] | ||
Date of issuance | Apr. 17, 2007 | |
Maturity date | Apr. 17, 2009 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.45 | |
Debt instrument, principal balance | $ 15,000 | 15,000 |
Debt instrument, original principal balance | $ 15,000 | |
Conversion rate, percentage | 35.00% | |
Notes Payable Nineteen [Member] | ||
Date of issuance | Jan. 29, 2007 | |
Maturity date | Jan. 29, 2009 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.95000 | |
Debt instrument, principal balance | $ 15,000 | 15,000 |
Debt instrument, original principal balance | $ 15,000 | |
Notes Payable Eighteen [Member] | ||
Date of issuance | Jun. 14, 2007 | |
Maturity date | Jun. 15, 2009 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.50 | |
Debt instrument, principal balance | $ 15,000 | 15,000 |
Debt instrument, original principal balance | $ 15,000 | 15,000 |
Conversion rate, percentage | 25.00% | |
Notes Payable Seventeen [Member] | ||
Date of issuance | Apr. 17, 2007 | |
Maturity date | Apr. 17, 2009 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.45 | |
Debt instrument, principal balance | $ 20,000 | 20,000 |
Debt instrument, original principal balance | $ 20,000 | |
Conversion rate, percentage | 35.00% | |
Notes Payable Sixteen [Member] | ||
Date of issuance | Feb. 26, 2007 | |
Maturity date | Feb. 26, 2009 | |
Interest rate | 12.00% | |
Conversion rate | $ 0.50 | |
Debt instrument, principal balance | $ 30,000 | 30,000 |
Debt instrument, original principal balance | $ 30,000 | |
Conversion rate, percentage | 35.00% | |
Notes Payable Fifteen [Member] | ||
Date of issuance | Aug. 25, 2009 | |
Maturity date | Aug. 25, 2012 | |
Interest rate | 12.00% | |
Conversion rate | $ 0.01 | |
Debt instrument, principal balance | $ 20,000 | 20,000 |
Debt instrument, original principal balance | $ 20,000 | |
Conversion rate, percentage | 20.00% | |
Notes Payable Fourteen [Member] | ||
Date of issuance | Aug. 26, 2009 | |
Maturity date | Aug. 26, 2012 | |
Interest rate | 12.00% | |
Conversion rate | $ 0.01 | |
Debt instrument, principal balance | $ 20,000 | 20,000 |
Debt instrument, original principal balance | $ 20,000 | |
Conversion rate, percentage | 20.00% | |
Notes Payable Thirteen [Member] | ||
Date of issuance | Aug. 31, 2009 | |
Maturity date | Aug. 31, 2012 | |
Interest rate | 12.00% | |
Conversion rate | $ 0.01 | |
Debt instrument, principal balance | $ 5,000 | 5,000 |
Debt instrument, original principal balance | $ 5,000 | |
Conversion rate, percentage | 20.00% | |
Notes Payable Twelve [Member] | ||
Date of issuance | Oct. 31, 2009 | |
Maturity date | Oct. 31, 2010 | |
Interest rate | 8.00% | |
Debt instrument, principal balance | $ 4,000 | 4,000 |
Debt instrument, original principal balance | $ 4,000 | |
Conversion rate descriptions | no written agreement | |
Notes Payable Eleven [Member] | ||
Date of issuance | Oct. 3, 2010 | |
Maturity date | Oct. 3, 2012 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.01 | |
Debt instrument, principal balance | $ 20,000 | 20,000 |
Debt instrument, original principal balance | $ 20,000 | |
Conversion rate, percentage | 20.00% | |
Notes Payable Ten [Member] | ||
Date of issuance | Aug. 25, 2011 | |
Maturity date | Feb. 25, 2012 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.01000 | |
Debt instrument, principal balance | $ 2,631 | 2,631 |
Debt instrument, original principal balance | $ 108,101 | |
Notes Payable Nine [Member] | ||
Date of issuance | Oct. 11, 2011 | |
Maturity date | Apr. 11, 2012 | |
Interest rate | 12.00% | |
Conversion rate | $ 0.00390 | |
Debt instrument, principal balance | $ 2,500 | 2,500 |
Debt instrument, original principal balance | $ 2,500 | |
Notes Payable Eight [Member] | ||
Date of issuance | Oct. 18, 2011 | |
Maturity date | Oct. 18, 2011 | |
Interest rate | 8.00% | |
Debt instrument, principal balance | $ 6,900 | 6,900 |
Debt instrument, original principal balance | $ 1,900 | |
Conversion rate descriptions | no written agreement | |
Notes Payable Seven [Member] | ||
Date of issuance | Jan. 26, 2012 | |
Maturity date | Jul. 26, 2012 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00113 | |
Debt instrument, principal balance | $ 30,095 | 27,595 |
Debt instrument, original principal balance | $ 65,595 | |
Notes Payable Six [Member] | ||
Date of issuance | Jan. 26, 2012 | |
Maturity date | Jul. 26, 2012 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00113 | |
Debt instrument, principal balance | $ 8,000 | 8,000 |
Debt instrument, original principal balance | $ 40,000 | |
Notes Payable Five [Member] | ||
Date of issuance | Feb. 10, 2012 | |
Maturity date | Aug. 10, 2012 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00119 | |
Debt instrument, principal balance | $ 25,000 | 25,000 |
Debt instrument, original principal balance | $ 25,000 | |
Notes Payable Four [Member] | ||
Date of issuance | Feb. 14, 2012 | |
Maturity date | Feb. 14, 2013 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00100 | |
Debt instrument, principal balance | $ 24,900 | 24,900 |
Debt instrument, original principal balance | $ 14,900 | |
Notes Payable Three [Member] | ||
Date of issuance | Mar. 16, 2012 | |
Maturity date | Sep. 16, 2012 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00200 | |
Debt instrument, principal balance | $ 60,000 | 60,000 |
Debt instrument, original principal balance | $ 50,000 | |
Notes Payable Two [Member] | ||
Date of issuance | Oct. 31, 2012 | |
Maturity date | Oct. 31, 2013 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.0015 | |
Debt instrument, principal balance | $ 22,624 | 104,278 |
Debt instrument, original principal balance | $ 104,278 | |
Conversion rate, percentage | 50.00% | |
Notes Payable One [Member] | ||
Date of issuance | Feb. 1, 2013 | |
Maturity date | Feb. 1, 2014 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.0015 | |
Debt instrument, principal balance | $ 50,000 | $ 50,000 |
Debt instrument, original principal balance | $ 50,000 | |
Conversion rate, percentage | 50.00% |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - Compound embedded derivative [Member] - USD ($) | Oct. 31, 2014 | Oct. 31, 2013 |
Indexed Shares | 1,775,081,863 | 2,549,713,618 |
Fair Value | $ (358,688) | $ (435,515) |
DERIVATIVE LIABILITY (Details 1
DERIVATIVE LIABILITY (Details 1) - USD ($) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
DERIVATIVE LIABILITY | ||
Compound embedded derivative | $ 135,494 | $ (28,989) |
Day one derivative loss | (8,667) | (22,000) |
Total derivative gain (loss) | $ 126,827 | $ (50,989) |
DERIVATIVE LIABILITY (Details 2
DERIVATIVE LIABILITY (Details 2) - $ / shares | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Quoted market price on valuation date | $ 0.0004 | $ 0.0003 |
Range of effective contractual conversion rates | 0.00% | 0.00% |
Contractual term to maturity | 2 months 30 days | 2 months 30 days |
Minimum [Member] | ||
Contractual interest rate | 5.00% | 5.00% |
Contractual conversion rate | $ 0.00011 | $ 0.00015 |
Market volatility: | 138.28% | 138.28% |
Maximum [Member] | ||
Contractual interest rate | 12.00% | 12.00% |
Contractual conversion rate | $ 0.00038 | $ 0.00024 |
Market volatility: | 238.13% | 238.13% |
DERIVATIVE LIABILITY (Details 3
DERIVATIVE LIABILITY (Details 3) - USD ($) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
DERIVATIVE LIABILITY | ||
Beginning balance | $ 435,515 | $ 334,526 |
Issuances Convertible Note Financing | 50,000 | 50,000 |
Changes in fair value inputs and assumptions reflected in income | (126,827) | 50,989 |
Ending balance | $ 358,688 | $ 435,515 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - $ / shares | 1 Months Ended | 12 Months Ended |
Feb. 23, 2011 | Oct. 31, 2014 | |
STOCKHOLDERS EQUITY | ||
Series A Convertible Preferred Stock par share | $ 0.0001 | |
Series A convertible preferred stock conversion description | Each share of Series A Preferred Stock is generally convertible into 100 shares of the Company’s common stock (the “Conversion Rate”). | |
Series A Convertible Preferred Stock Shares | 5,000,000 |
PROVISION FOR CORPORATE INCOM_3
PROVISION FOR CORPORATE INCOME TAXES (Details) | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
PROVISION FOR CORPORATE INCOME TAXES (Details) | ||
Statutory federal income tax rate | (34.00%) | (34.00%) |
State taxes - net of federal benefits | (5.00%) | (5.00%) |
Valuation allowance | 39.00% | 39.00% |
Income tax rate - net | 0.00% | 0.00% |
PROVISION FOR CORPORATE INCOM_4
PROVISION FOR CORPORATE INCOME TAXES (Details Narrative) | 12 Months Ended |
Oct. 31, 2014USD ($) | |
PROVISION FOR CORPORATE INCOME TAXES (Details) | |
Change in valuation allowance | $ 124,217 |
Valuation allowance | 2,909,710 |
Net operating losses | $ 8,560,000 |
UNPAID PAYROLL TAXES (Details N
UNPAID PAYROLL TAXES (Details Narrative) - USD ($) | Oct. 31, 2014 | Oct. 31, 2013 |
STOCKHOLDERS EQUITY | ||
Payroll related taxes, Internal Revenue Service | $ 135,875 | $ 135,875 |
Payroll related taxes, New York State | 30,084 | 30,084 |
Due to IRS and New York State payroll taxes | $ 165,959 | $ 165,959 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Oct. 31, 2014 | Oct. 31, 2013 |
COMMITMENTS AND CONTINGENCIES | ||
Office lease rent per month | $ 1,050 | |
Due to related party | 49,450 | $ 36,650 |
Accumulated rent | $ 30,250 | $ 17,450 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 05, 2020 | Nov. 03, 2017 | Dec. 31, 2020 | Oct. 31, 2014 | Apr. 30, 2018 | Dec. 21, 2020 | Oct. 31, 2013 |
Fedral tax amount | $ 103,156 | ||||||
Convertible price | $ 0.0001 | ||||||
Debt term | 1 year | ||||||
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 | |||||
Common Stock, Par Value | $ .0001 | $ .0001 | |||||
Series A convertible preferred stock conversion description | Each share of Series A Preferred Stock is generally convertible into 100 shares of the Company’s common stock (the “Conversion Rate”). | ||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |||||
Preferred Stock, Par Value | $ .0001 | $ .0001 | |||||
Subsequent Event [Member] | |||||||
Debt conversion, converted amount | $ 1,965,460 | ||||||
Debt conversion, converted instrument, shares | 40,702,104,817 | ||||||
Common stock, shares issued for services rendered | 1,050,000,000 | ||||||
Common Stock, Shares Authorized | 20,000,000,000 | 1,000,000,000,000 | |||||
Common Stock, Par Value | $ 0.000001 | $ 0.000001 | |||||
Series A convertible preferred stock conversion description | Each share of Series A and Series B Preferred Stock is convertible into 100 shares of the Company’s common stock. | ||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||
Preferred Stock, Shares Authorized | 500,000,000 | 5,000,000,000 | |||||
Preferred Stock, Par Value | $ 0.000001 | $ 0.000001 | |||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||
Preferred Stock, Shares Authorized | 500,000,000 | 5,000,000,000 | |||||
Preferred Stock, Par Value | $ 0.000001 | $ 0.000001 | |||||
Subsequent Event [Member] | D&E Holdings 20, LLC [Member] | |||||||
Convertible price | $ 0.0001 | ||||||
Interest rate | 10.00% | ||||||
Loans payable | $ 100,000 | ||||||
Debt description | At its sole discretion, exercise their Put Option to merge their real estate asset (a laboratory space consisting of between 30, 000 and 40,000 sq ft within the Former MetroSouth Medical Center Campus Illinois) with the Company. Upon D&E exercising the Put Option, D&E shall be issued a total of 83% of all of the outstanding shares of stock of the Company. | ||||||
Convertible Promissory Note | $ 50,000 | ||||||
Debt term | 6 months | ||||||
Subsequent Event [Member] | Three Noteholders [Member] | |||||||
Debt conversion, converted amount | $ 325,666 | ||||||
Ownership percentage | 87.32% | ||||||
Debt conversion, converted instrument, shares | 6,439,917,317 | ||||||
Subsequent Event [Member] | Two Director [Member] | |||||||
Debt conversion, converted amount | $ 1,644,825 | ||||||
Debt conversion, converted instrument, shares | 34,267,187,500 |