Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Jul. 31, 2015 | Sep. 21, 2015 | |
Entity Registrant Name | REALBIZ MEDIA GROUP, INC | |
Entity Central Index Key | 1,430,523 | |
Current Fiscal Year End Date | --10-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 116,918,351 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheet (Cur
Consolidated Balance Sheet (Current Period Unaudited) - Scenario, Unspecified [Domain] - USD ($) | Jul. 31, 2015 | Oct. 31, 2014 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' Equity | ||
Series A convertible preferred stock, $.001 par value; 120,000,000 authorized shares, 50,570,726 and 66,801,653 shares issued and outstanding at July 31, 2015 and October 31, 2014, respectively | $ 50,571 | $ 66,802 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' Equity | ||
Series A convertible preferred stock, $.001 par value; 120,000,000 authorized shares, 50,570,726 and 66,801,653 shares issued and outstanding at July 31, 2015 and October 31, 2014, respectively | $ 15 | |
Series C Convertible Preferred Stock [Member] | ||
Stockholders' Equity | ||
Series A convertible preferred stock, $.001 par value; 120,000,000 authorized shares, 50,570,726 and 66,801,653 shares issued and outstanding at July 31, 2015 and October 31, 2014, respectively | ||
Cash | $ 262,100 | $ 20,066 |
Accounts receivable, net of allowance for doubtful accounts | 137,007 | 118,408 |
Prepaid expenses | 3,300 | 3,300 |
Total current assets | 402,407 | 141,774 |
Computer equipment - office | 44,513 | 45,778 |
Sales/Marketing agreement | 2,255,029 | 3,701,144 |
Due from affiliates | 307,952 | 131,086 |
Total assets | 3,009,901 | 4,019,782 |
Accounts payable and accrued expenses | 1,477,646 | 1,880,294 |
Deferred revenue | 9,197 | 45,565 |
Derivative liabilities | $ 949,885 | 305,220 |
Convertible notes payable, net of discount of $-0- and $-0-, respectively | 60,000 | |
Loans payable | $ 170,000 | 170,000 |
Total current liabilities | 2,606,728 | 2,461,079 |
Convertible notes payable - long term, net of discount of $963,372 and $147,395, respectively | 707,028 | 2,605 |
Total liabilities | 3,313,756 | 2,463,684 |
Common stock, $.001 par value; 250,000,000 authorized, 113,977,503, and 84,980,282 shares issued and outstanding at July 31, 2015 and October 31, 2014, respectively | 113,977 | 84,980 |
Additional paid in capital | $ 17,845,064 | 15,453,329 |
Subscription advances | 130,000 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (60,626) | 34,036 |
Retained Earnings (Accumulated Deficit) | (18,248,849) | (14,250,558) |
Total RealBiz Media Group, Inc. stockholders' equity | (299,848) | 1,518,589 |
Noncontrolling interest | (4,007) | 37,509 |
Total stockholders' equity | (303,855) | 1,556,098 |
Total liabilities and stockholders' equity | $ 3,009,901 | $ 4,019,782 |
Consolidated Balance Sheet (Cu3
Consolidated Balance Sheet (Current Period Unaudited) (Parentheticals) - Scenario, Unspecified [Domain] - USD ($) | Jul. 31, 2015 | Oct. 31, 2014 |
Series A Convertible Preferred Stock [Member] | ||
Prefereed stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 120,000,000 | 120,000,000 |
Preferred stock, issued (in shares) | 50,570,726 | 66,801,653 |
Preferred stock, outstanding (in shares) | 50,570,726 | 66,801,653 |
Series B Convertible Preferred Stock [Member] | ||
Prefereed stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, issued (in shares) | 15,000 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Series C Convertible Preferred Stock [Member] | ||
Prefereed stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Discount | $ 0 | $ 0 |
Discount, noncurrent | $ 963,372 | $ 147,395 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, auhorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, issued (in shares) | 113,977,503 | 84,980,282 |
Common stock, outstanding (in shares) | 113,977,503 | 84,980,282 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - Scenario, Unspecified [Domain] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | |
Revenues | ||||
Real estate media revenue | $ 337,570 | $ 274,712 | $ 951,614 | $ 773,326 |
Operating expenses | ||||
Cost of revenue (exclusive of amortization) | 43,487 | $ 170,801 | 70,951 | 69,891 |
Technology and development | 50,872 | 379,929 | 140,035 | |
Salaries and benefits | 155,958 | $ 333,479 | 780,673 | 827,849 |
Selling and promotions expense | 25,167 | 13,337 | 241,854 | 219,085 |
Amortization | 522,015 | 513,151 | 1,548,974 | 1,263,877 |
General and administrative | 255,889 | 86,132 | 1,313,168 | 1,577,168 |
Total operating expenses | 1,053,388 | 1,116,900 | 4,335,549 | 4,097,905 |
Operating loss | (715,818) | $ (842,188) | (3,383,935) | (3,324,579) |
Other income (expense) | ||||
Interest expense | (181,043) | (414,733) | $ (1,314) | |
(Loss) on change on fair value of derivatives | (440,484) | (352,626) | ||
Derivative liability expense | (55,489) | (55,489) | ||
Loss on conversion of convertible debt into common stock | (49,497) | 0 | ||
Gain on legal settlement of accounts payable | 73,666 | 109,925 | ||
Foreign exchange gain (loss) | (21,536) | $ 12,832 | 14,845 | $ (2,875) |
Other income (expense) | 12,833 | (1,156) | (5,114) | 176,533 |
Total other income (expense) | (661,550) | 11,676 | (752,689) | 172,344 |
Net loss | (1,377,368) | (830,512) | (4,224,322) | (3,152,235) |
Net loss attributable to the noncontrolling interest | 19,303 | 16,978 | 149,294 | 87,867 |
Net loss attributable to RealBiz Media Group, Inc. | (1,358,065) | (813,534) | (3,987,330) | (3,064,368) |
Preferred Stock Dividend | (236,992) | (118,496) | (236,992) | (351,624) |
Net loss attributable to common shareholders | $ (1,595,057) | $ (932,030) | $ (4,224,322) | $ (3,415,992) |
Weighted average number of shares outstanding (in shares) | 107,852,668 | 69,163,833 | 100,360,642 | 61,036,665 |
Basic and diluted net loss per share (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.04) | $ (0.06) |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on currency translation adjustment | $ (66,514) | $ (6,697) | $ (94,662) | $ 60,491 |
Comprehensive income (loss) | $ (1,661,571) | $ (938,727) | $ (4,318,984) | $ (3,355,501) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Common Stock [Member] | Conversion of Series B Preferred Shares To Common Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Shares (in shares) | 1,100,000 | |
Common Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Value | $ 30,000 | $ 13,500 |
Shares (in shares) | 100,000 | 27,000 |
Value | $ (30,000) | $ (13,500) |
Warrant [Member] | Conversion of Series B Preferred Shares To Common Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Shares (in shares) | 1,100,000 | |
Warrant [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Shares (in shares) | 100,000 | 9,000 |
Preferred Series A Shares Converted To Common Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Value | $ 729,087 | |
Shares (in shares) | 3,314,030 | |
Value | $ (729,087) | |
Preferred Series B Shares Converted To Common Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Value | $ 485,000 | $ 453,250 |
Shares (in shares) | 2,900,000 | 9,065,000 |
Value | $ (485,000) | $ (453,250) |
Preferred Series C Shares Converted To Common Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Value | $ 409,750 | |
Shares (in shares) | 3,645,000 | |
Value | $ (409,750) | |
Preferred Series D Shares Converted To Common Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Value | $ 407,995 | $ 133,225 |
Shares (in shares) | 2,719,862 | 888,078 |
Value | $ (407,995) | $ (133,225) |
Promissory Notes Converted To Common Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Value | $ 392,000 | $ 80,000 |
Shares (in shares) | 4,100,000 | 1,600,000 |
Value | $ (392,000) | $ (80,000) |
Common Stock Issued For Conversion Of Promissory Notes [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Value | $ 169,000 | |
Shares (in shares) | 4,016,149 | |
Value | $ (169,000) | |
Common Stock Issued for Accrued Interest on Convertible Promissory Notes [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Value | $ 73,583 | |
Shares (in shares) | 735,833 | |
Value | $ (73,583) | |
Common Stock Retired [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Value | $ 750 | |
Shares (in shares) | 750,000 | |
Value | $ (750) | |
Preferred Stock Dividend Accrued [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Value | $ 351,624 | |
Value | (351,624) | |
Warrant Issued [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Value | $ 4,809,308 | |
Shares (in shares) | 12,000,000 | |
Value | $ (4,809,308) | |
Conversion Of Convertible Series A Preferred Shares [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Value | $ 729,087 | |
Shares (in shares) | 3,314,030 | |
Value | $ (729,087) | |
Series B Shares Issued for Settlement of Prior Years Proceeds [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Value | 100,000 | |
Value | (100,000) | |
Series B Shares Issued for Next Interactive Inc Debt Settled [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Value | 30,000 | |
Value | $ (30,000) | |
Series B Shares Issued for Settlement of Prior Years Proceeds and Next 1 Interactive Inc Debt [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Shares (in shares) | 26,000 | |
Conversion of Series B Preferred Shares To Common Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activity: | ||
Value | $ 55,000 | |
Shares (in shares) | 11,000 | |
Value | $ (55,000) | |
Net cash used in operating activities | (1,272,758) | $ (2,287,482) |
Purchase of computer equipment | (17,688) | (4,960) |
Payments towards software developments costs | $ (102,858) | (16,260) |
Payments towards website development costs | (563,037) | |
Net cash used in investing activities | $ (120,546) | $ (584,257) |
Proceeds from loans payable | 75,000 | |
Proceeds from convertible promissory notes | 1,610,000 | |
Payments applied to loans payable | $ (75,000) | $ (21,214) |
Proceeds from subscription advances | 30,000 | |
Proceeds from the sale of common stock and warrants | $ 120,000 | 842,668 |
Proceeds from the exercise of outstanding warrants | 666,520 | |
Net cash provided by financing activities | $ 1,730,000 | 1,517,974 |
Effect of exchange rate changes on cash | (94,662) | 60,491 |
Net increase (decrease) in cash | 242,034 | (1,293,274) |
Cash at beginning of period | 20,066 | 1,304,374 |
Cash at end of period | 262,100 | 11,100 |
Cash paid for interest | $ 26,816 | $ 1,314 |
Note 1 - Nature of Business and
Note 1 - Nature of Business and Basis of Presentation | 9 Months Ended |
Jul. 31, 2015 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1: NATURE OF BUSINESS AND BASIS OF PRESENTATION Nature of Business RealBiz Media Group, Inc. ("RealBiz") is engaged in the business of providing digital media and marketing services for the real estate industry. RealBiz currently generates revenue from advertising revenues and through real estate agent and broker service fees, membership fees and product sales. Basis of Presentation The unaudited interim consolidated financial information furnished herein reflects all adjustments, consisting only of normal recurring items, which in the opinion of management are necessary to fairly state RealBiz Media Group, Inc. and its subsidiaries’ (collectively, the “Company” or “we,” “us” or “our”) financial position, results of operations and cash flows for the dates and periods presented and to make such information is not misleading. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”); nevertheless, management of the Company believes that the disclosures herein are adequate to make the information presented not misleading. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended October 31, 2014, contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 13, 2015. The results of operations for the three and nine months ended July 31, 2015, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending October 31, 2015. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Jul. 31, 2015 | |
Notes to Financial Statements | |
Business Description and Accounting Policies [Text Block] | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. There were no cash equivalents at July 31, 2015 and October 31, 2014. Accounts Receivable The Company provides its marketing and promotional services to agents or brokers via a web-based portal that allows for credit card payments. The Company recognizes accounts receivable for amounts uncollected from the credit card service provider at the end of the accounting period. The Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established loss reserves, the Company makes judgments regarding its customers’ ability to make required payments, economic events and other factors. As the financial condition of these parties change, circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company maintains reserves for potential credit losses, and such losses traditionally have been within its expectations. The allowance for doubtful accounts at July 31, 2015 and October 31, 2014, respectively is $-0-. Property and Equipment All expenditures on the acquisition for property and equipment are recorded at cost and capitalized as incurred, provided the asset benefits the Company for a period of more than one year. Expenditures on routine repairs and maintenance of property and equipment are charged directly to operating expense. The property and equipment is depreciated based upon its estimated useful life after being placed in service. The estimated useful life of computer equipment is 3 years. When equipment is retired, sold or impaired, the resulting gain or loss is reflected in earnings. The Company incurred depreciation expense of $18,953 and $12,217 for the nine months ended July 31, 2015 and 2014, respectively. Impairment of Long-Lived Assets In accordance with Accounting Standards Codification 360-10, “Property, Plant and Equipment”, the Company periodically reviews its long- lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. As of July 31, 2015, the Company did not impair any long-lived assets. Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred. Software Development Costs The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by "ASC 985-20-25" Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the greater of (a) the ratio of current gross revenues to the total current and anticipated future gross revenues, or (b) the straight-line method over the remaining estimated economic life of the product and is included in operating expenses in the accompanying statement of operations. For the nine months ended July 31, 2015 and 2014, the Company has capitalized $36,310 and $16,260, respectively, of costs associated with the development of a mobile app that has been placed into service on February 4, 2015. Additionally, the Company has capitalized $66,548 of costs associated with the development of a suite of marketing applications that has been placed into service on April 30, 2015, These costs are being amortized over their remaining estimated economic life and the Company incurred amortization expense related to software development costs of $6,910 and $-0- for the nine months ended July 31, 2015 and 2014, respectively. Goodwill and Other Intangible Assets In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets", the Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance compared to historical or projected future operating results; 2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of an intangible may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flow, the Company records an impairment charge equal to the amount that the book value exceeds fair value. The Company measures fair value based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company did not consider it necessary to record an impairment charge on its intangible assets during the nine months ended July 31, 2015 and 2014. Intellectual properties that have finite useful lives are amortized over their useful lives. The Company incurred amortization expense related to website development costs and other intangible assets, in the aggregate, of $1,548,974 and $1,263,877 for the nine months ended July 31, 2015 and 2014, respectively. Derivative Instruments The Company enters into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with Accounting Standards Codification topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretations of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, considering all of the rights and obligations of each instrument. The Company estimates fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as freestanding warrants, the Company generally uses the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of the new accounting standard, increases in the trading price of the Company’s common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income. Based upon ASC 815-25 the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible debentures. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date. Convertible Debt Instruments The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the FASB Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt. Fair Value of Financial Instruments The Company adopted ASC topic 820, “Fair Value Measurements and Disclosures” (ASC 820), formerly SFAS No. 157 “Fair Value Measurements,” effective January 1, 2009. ASC 820 defines “fair value” as the 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. There was no impact relating to the adoption of ASC 820 to the Company’s unaudited consolidated financial statements. ASC 820 also describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Financial instruments consist principally of cash, accounts receivable, prepaid expenses, due from affiliates, accounts payable, accrued liabilities and other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short- term nature. The fair value of long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. Revenue Recognition The Company recognizes revenue when all of the following criteria are met: (1) persuasive evidence of an arrangement exits; (2) delivery has occurred or services have been rendered; (3) the Company's price to its customer is fixed or determinable and (4) collectability is reasonably assured. The Company provides its marketing and promotional services to agents or brokers via a web-based portal that allows for credit card payments. Customers may pay a monthly recurring fee or an annual fee. Some customers additionally pay a one-time set up fee. Monthly recurring fees are recognized in the month the service is rendered. Collection of one-time set up fees and annual services fees give rise to recognized monthly revenue in the then-current month as well as deferred revenue liabilities representing the collected fee for services yet to be delivered. Cost of Revenues Cost of revenues includes costs attributable to services sold and delivered. These costs include such items as credit card fees, sales commission to business partners, expenses related to our participation in industry conferences, and public relations expenses and are included in Operating expenses section in the Consolidated Statement of Operations and Comprehensive Loss. Technology and Development Costs to research and develop our products are expensed as incurred. These costs consist primarily of technology and development related expenses including third party contractor fees and technology software services. Advertising Expense Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying unaudited consolidated financial statements. Advertising expense for the nine months ended July 31, 2015 and 2014 was $0 and $58,990, respectively. Share-Based Compensation The Company computes share based payments in accordance with Accounting Standards Codification 718-10 “Compensation” (ASC 718-10). ASC 718-10 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods and services at fair value, focusing primarily on accounting for transactions in which an entity obtains employees services in share-based payment transactions. It also addresses transactions in which an entity incurs liabilities in exchange for goods and services that are based on the fair value of an entity’s equity instruments or that may be settled by the issuance of those equity instruments. In March 2005, the SEC issued SAB No. 107, Share-Based Payment (“SAB 107”) which provides guidance regarding the interaction of ASC 718-10 and certain SEC rules and regulations. The Company has applied the provisions of SAB 107 in its adoption of ASC 718-10. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50, Equity Based Payments to Non-Employees. The Company estimates the fair value of stock options by using the Black-Scholes option pricing model. Foreign Currency and Other Comprehensive Income (Loss) The functional currency of our foreign subsidiaries is typically the applicable local currency. The translation from the respective foreign currencies to United States Dollars (U.S. Dollar) is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for income statement accounts using a weighted average exchange rate during the period. Gains or losses resulting from such translation are included as a separate component of accumulated other comprehensive income. Gains or losses resulting from foreign currency transactions are included in foreign currency income or loss except for the effect of exchange rates on long-term intercompany transactions considered to be a long-term investment, which are accumulated and credited or charged to other comprehensive income. Transaction gains and losses are recognized in our results of operations based on the difference between the foreign exchange rates on the transaction date and on the reporting date. We recognized net foreign exchange gain and (loss) of $14,845 and ($2,875), respectively for nine months ended July 31, 2015 and 2014. The foreign currency exchange gains and losses are included as a component of other (income) expense, net, in the accompanying Unaudited Consolidated Statements of Operations and Comprehensive Loss. For the nine months ended July 31, 2015 and 2014, the Company recorded an unrealized loss on currency translation adjustment of $94,662 and a gain of $60,491, respectively. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities and net operating loss and tax credit carryforwards given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740. ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the unaudited consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Earnings Per Share Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted loss per common share is considered to be equal to basic because it is anti-dilutive. The Company’s common stock equivalents include the following: July 31, Series A convertible preferred stock issued and outstanding 50,570,726 Series B convertible preferred stock issued and outstanding 300,000 Series C convertible preferred stock issued and outstanding -0- Warrants to purchase common stock issued, outstanding and exercisable 4,244,530 Shares on convertible promissory notes 13,017,079 68,132,335 Concentrations, Risks and Uncertainties The Company’s operations are related to the real estate industry and its prospects for success are tied indirectly to interest rates and the general housing and business climates in the United States. Reclassifications Certain reclassifications have been made in the unaudited consolidated financial statements for comparative purposes. These reclassifications have no effect on the results of operations or financial position of the Company. During the current fiscal quarter the Company discovered that it has not been properly reporting a non-controlling interest in certain subsidiaries. The effect of this was that the consolidated balance sheet at October 31, 2014 did not include a caption in the stockholders’ equity section for non-controlling interest for $37,509 and a caption for “Total RealBiz Media Group, Inc. stockholders’ equity” of $1,518,589, with Total Stockholders’ Equity remaining unchanged at $1,556,098. Also, additional paid in capital was overstated by $1,157,583 and accumulated other comprehensive income was overstated by $6,006 offset by accumulated deficit being overstated by $1,126,080 and noncontrolling interest being understated by $37,509. Net loss attributable to common stockholders was overstated by $16,978 and $87,867 for the three and nine months ended July 31, 2014 offset by net loss attributable to non-controlling interest being understated by those amounts. This was corrected in this filing. The Company evaluated SEC Staff Accounting Bulletin #108, and applied a dual method to evaluate if the adjustment was material. Under the dual method, both a “rollover” method and an “iron curtain” method were applied. In both methods, the adjustment was not material to the comparative three and nine month period ended July 31, 2014 and the year ended October 31, 2014. As a result, the following reclassification was made for the year ended October 31, 2014 and the three and nine months ended July 31, 2014: Additional paid in capital Additional paid in capital Originally Reported at October 31, 2014 Adjustment Adjusted at October 31, 2014 $16,610,912 ($1,157,583) $15,453,329 Accumulated other comprehensive income Accumulated other comprehensive income Originally Reported at October 31, 2014 Adjustment Adjusted at October 31, 2014 $40,042 ($6,006) $34,036 Accumulated Deficit as Accumulated Deficit as Originally Reported at October 31, 2014 Adjustment Adjusted at October 31, 2014 ($15,376,638) $1,126,080 ($14,250,558) Noncontrolling interest Noncontrolling interest Originally Reported at October 31, 2014 Adjustment Adjusted at October 31, 2014 $-0- $37,509 $37,509 Net loss attributable to common stockholders Net loss attributable to common stockholders Originally Reported for the nine months ended July 31, 2014 Adjustment Adjusted for the nine months ended July 31, 2014 ($3,503,859) ($87,867) $3,415,992 Net loss attributable to common stockholders Net loss attributable to common stockholders Originally Reported for the three months ended July 31, 2014 Adjustment Adjusted for the three months ended July 31, 2014 ($949,008) ($16,978) ($932,030) Recently Issued Accounting Pronouncements We have implemented all new relevant accounting pronouncements that are in effect through the date of these financial statements. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations. The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Note 3 - Going Concern
Note 3 - Going Concern | 9 Months Ended |
Jul. 31, 2015 | |
Notes to Financial Statements | |
Going Concern Disclosure [Text Block] | NOTE 3: GOING CONCERN The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a net loss attributable to common shareholders of $4,224,322 and had net cash used in operations of $1,272,758 for the nine months ended July 31, 2015. At July 31, 2015, the Company had a working capital deficit of $2,204,321 and an accumulated deficit of $18,248,849. It is management’s opinion that these facts raise substantial doubt about the Company’s ability to continue as a going concern without additional debt or equity financing. The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. In order to meet its working capital needs through the next twelve months, the Company may consider plans to raise additional funds through the issuance of additional shares of common or preferred stock and/or through the issuance of debt instruments. Although the Company intends to obtain additional financing to meet its cash needs, the Company may be unable to secure any additional financing on terms that are favorable or acceptable to it, if at all. |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 9 Months Ended |
Jul. 31, 2015 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 4: Property and Equipment At July 31, 2015, the Company's property and equipment are as follows: July 31, 2015 Total Useful Life (Years) Cost Accumulated Depreciation Net Carrying Value Computer equipment - office 3 $ 40,569 18,298 $ 22,271 Computer equipment - Nestbuilder website 3 42,149 19,907 22,242 $ 82,718 $ 38,205 $ 44,513 During the nine months July 31, 2015, the Company purchased $17,688 of computer equipment of which it placed in service. Computer equipment is depreciated using the straight line method of its estimated useful life of three years. Depreciation expense related to the computer equipment was $18,953 and $12,217 for the nine months ended July 31, 2015 and 2014, respectively. There was no property and equipment impairment recorded for the nine months ended July 31, 2015 and 2014. |
Note 5 - Intangible Assets
Note 5 - Intangible Assets | 9 Months Ended |
Jul. 31, 2015 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 5: INTANGIBLE ASSETS The following table sets forth the intangible assets, both acquired and developed, including accumulated amortization: July 31, 2015 Remaining Useful Life (Years) Cost Accumulated Amortization Net Carrying Value Sales/Marketing agreement 0.7 $ 4,796,178 3,787,707 1,008,471 Website development costs 1.6 1,527,307 676,655 850,652 Web platform/customer relationships - ReachFactor acquisition 1.7 600,000 337,479 262,521 Software development costs 2.5 155,049 21,664 133,385 $ 7,087,534 $ 4,823,505 $ 2,255,029 For the nine months ended July 31, 2015, the Company has capitalized $66,548 of costs associated with the development of a mobile app that has been placed into service on February 4, 2015. Additionally, the Company has capitalized $36,310 of costs associated with the development of a suite of marketing applications that has been placed into service on July 31, 2015, These costs are being amortized over their remaining estimated economic life, estimated to be 3 years, with the Company incurring amortization expense related to software development costs of $403,483 and $-0- for the nine months ended July 31, 2015 and 2014, respectively. This amortization is included in technology and development expenses and general and administrative expenses in the accompanying statement of operations Intangible assets are amortized on a straight-line basis over their expected useful lives, estimated to be 4 years, except for the website(s), which is 3 years. Amortization expense related to website development costs and intangible assets was $1,145,494 and $1,263,877 for nine months ended July 31, 2015 and 2014, respectively. |
Note 6 - Accounts Payable and A
Note 6 - Accounts Payable and Accrued Expenses | 9 Months Ended |
Jul. 31, 2015 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 6: ACCOUNTS PAYABLE AND ACCRUED EXPENSES At July 31, 2015, the Company’s accounts payable and accrued expenses are as follows: July 31, 2015 Trade payables and accruals $ 308,754 Accrued preferred stock dividends 915,447 Accrued payroll and commissions 5,000 Other liabilities 248,445 Total accounts payable and accrued expenses $ 1,477,646 |
Note 7 - Due From_To Affiliates
Note 7 - Due From/To Affiliates | 9 Months Ended |
Jul. 31, 2015 | |
Notes to Financial Statements | |
Due to and from Broker-Dealers and Clearing Organizations Disclosure [Text Block] | NOTE 7: DUE FROM/TO AFFILIATES During the normal course of business, the Company receives and/or makes advances for operating expenses to/from its former parent company, Monaker Group, Inc. As of July 31, 2015, the Company is due $307,952 as a result of such transactions. |
Note 8 - Convertible Notes Paya
Note 8 - Convertible Notes Payable | 9 Months Ended |
Jul. 31, 2015 | |
Notes to Financial Statements | |
Convertible Notes Payable[Text Block] | NOTE 8: CONVERTIBLE NOTES PAYABLE During the nine months ended July 31, 2015, the Company: ● Between December 2014 and April 2015, the Company received $1,130,000 in proceeds and issued two (2) year, 12% convertible promissory notes maturing on December 31, 2016 to various third party investors. Interest shall accrue on the principal of the note at a rate equal to 12.0% per annum in cash and 12.0% in stock per annum based upon $0.10 (ten) cents per share. The noteholder, at their option, shall have the right, but not the obligation, at any time and from time to time, to convert all or any portion of the principal and interest into fully paid and non-assessable shares of Company common stock at the conversion price of $0.10 per share. ● The Company evaluated the conversion feature of the promissory notes and determined the market value of the Company's common stock exceeded the conversion price as stated in each of the convertible promissory notes at date of issuance. Management determined that the favorable exercise price represented a beneficial conversion feature. Using the intrinsic value method at the convertible promissory note date, a total discount of $775,780 was recognized. The discount is being amortized over the terms of the convertible promissory notes using the straight-line method, which approximated the effective interest method. During the nine months ending July 31, 2015, $147,988 of the debt discount has been amortized and recorded as interest expense. ● Stated interest charged to operations relating to these notes for the nine months ended July 31, 2015 and 2014 amounted to $167,480 and $-0-, respectively. For the nine months ending July 31, 2015, the Company converted $-0-, of these issued convertible promissory notes, in principal and issued -0- shares of its common stock and the remaining convertible promissory notes principal balance is $1,130,000 and the remaining unamortized discount balance was $664,897. On October 20, 2014, the Company issued a two (2) year, 7.5% convertible promissory note maturing on October 19, 2016 with a non-related third party investor valued at $150,000 and received $95,000 in cash proceeds net of $55,000 in loan origination fees included in the calculation of the debt discount. As an incentive, the Company issued 300,000 warrants to the holder with a two-year life and a fair value of approximately $14,760 to purchase shares of the Company’s common stock, $0.001 par value, per share, at an exercise price of $0.05 per share included as part of the debt discount. The fair value of the warrants was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: risk-free interest rate of 0.37%, dividend yield of -0-%, volatility factor of 359.58% and an expected life of 2 years. The value of these warrants was charged to interest expense with the offset to additional paid-in-capital. The noteholder, at their option, has the right from time to time, and at any time on or prior to the later of (i) the Maturity Date and (ii) the date of payment of the Default Amount, each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock at the Conversion Price. The conversion price means the lower of the fixed conversion price of $0.05 or the variable conversion price. The variable conversion price shall mean 65% multiplied by the lowest of the VWAP (volume weighted average price) of the common stock during the twelve (12) consecutive trading day period ending on and including the trading day immediately preceding the conversion date. ● Additionally, the Company accounted for the embedded conversion option liability in accordance with Accounting Standards Codification topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretation of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determined the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. The fair value of embedded conversion option liability at July 31, 2015 was valued using the Black-Scholes model, resulting in a fair value of $58,030, previously valued at $217,362 resulting in a gain in the change in the fair value of derivatives totaling $159,332 for the three months ending July 31, 2015. The assumptions used in the Black-Scholes pricing model at July 31, 2015 are as follows: (1) dividend yield of 0%; (2) expected volatility of 225.75%, (3) risk-free interest rate of 0.67%, and (4) expected life of 1.22 years. During the nine months ending July 31, 2015, $55,965 of the debt discount has been amortized and recorded as interest expense. Stated interest charged to operations relating to this note for the nine months ended July 31, 2015 and 2014 amounted to $8,218 and $-0-, respectively. As of July 31, 2015, the remaining principal balance is $40,400 and the remaining un-amortized discount balance was $24,425. ● On June 16, 2015, the Company issued a two (2) year, 7.5% unsecured convertible note maturing on June 16, 2017 with a non-related third party investor valued at $500,000 and received $480,000 in cash proceeds net of $20,000 in loan origination fees included in the calculation of the debt discount. As an incentive, the Company issued a warrant to the holder with a two year life and a fair value of approximately $17,500 to purchase 675,000 shares of the Company’s common stock, $0.001 par value, per share, at an exercise price of $0.05 per share included as part of the debt discount. The Note and the Warrant were issued pursuant to the terms of a Securities Purchase Agreement, dated May 12, 2015, entered into by the Company and the Investor. The issuance of the Note and Warrant were contingent upon a registration statement being declared effective by the Securities and Exchange Commission, which occurred on June 12, 2015. The fair value of the warrants was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: risk-free interest rate of 0.71%, dividend yield of -0-%, volatility factor of 214.49% based on historical movements in our stock price, and an expected life of 2.0 years. The value of these warrants was charged to interest expense with the offset to additional paid-in-capital. The noteholder, at their option, has the right from time to time, and at any time on or after the issuance date, to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock at the Conversion Price. The conversion price means the lower of the fixed conversion price of $0.05 or the variable conversion price. The variable conversion price shall mean 65% multiplied by the average of the VWAP (volume weighted average price) of the common stock during the twelve (12) consecutive trading day period ending on and including the trading day immediately preceding the conversion date. The conversion price will be subject to adjustment upon the happening of certain events, including the issuance of securities at a price lower than the fixed conversion price. If the Company fails to timely issue shares of Common Stock after receipt of a conversion notice, it will be obligated to pay to the holder 1% of the product of the number of shares of Common Stock not timely issued and the closing sale price of the Common Stock on the trading day preceding the last possible date which we could have issued the shares of Common Stock to the holder. In addition, the Company will also be required to pay the buy-in price under certain circumstances. The holder is not entitled to exercise any conversion right that would result in the holder owning more than 4.99% of Common Stock. The Note can be prepaid by the Company at any time after the issuance date at a prepayment penalty of 125% of the balance outstanding, including interest thereon. The Note contains certain covenants, including certain restrictions on incurrence of indebtedness, liens, cash dividend payments, transfer of assets, until such time as the note is converted, redeemed or paid in full. ● Additionally, the Company accounted for the embedded conversion option liability in accordance with ASC 815 as well as related interpretation of this standard. The Company determined the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. The initial fair value of the embedded conversion option liability associated with the funds received on June 16, 2015, was valued using the Black-Scholes model, resulting in an initial fair value of $292,039 and recorded as a current liability. The assumptions used in the Black-Scholes option pricing model at the date the funds were received are as follows: (1) dividend yield of 0%; (2) expected volatility of 214.49%, (3) risk-free interest rate of 0.71%, and (4) expected life of 2.00 years. ● The fair value of embedded conversion option liability at July 31, 2015 was valued using the Black-Scholes model, resulting in a fair value of $150,955, resulting in a gain in the change in the fair value of derivatives totaling $137,707 for the three months ending July 31, 2015. The assumptions used in the Black-Scholes pricing model at July 31, 2015 are as follows: (1) dividend yield of 0%; (2) expected volatility of 225.75%, (3) risk-free interest rate of 0.67%, and (4) expected life of 1.87 years. During the nine months ending July 31, 2015, $16,875 of the debt discount has been amortized and recorded as interest expense. Stated interest charged to operations relating to this note for the nine months ended July 31, 2015 and 2014 amounted to $4,623 and $-0-, respectively. As of July 31, 2015, the remaining principal balance is $500,000 and the remaining un-amortized discount balance was $274,505. |
Note 9 - Loans Payable
Note 9 - Loans Payable | 9 Months Ended |
Jul. 31, 2015 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 9: LOANS PAYABLE The principal balance to a non-related party was $170,000, with an interest rate of zero, as of July 31, 2015. During the nine months ending July 31, 2015, the Company received $75,000 in proceeds from a related party and issued a 6% promissory note due and payable on or before April 30, 2015 and repaid loan in full during the three months ended July 31, 2015. |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity | 9 Months Ended |
Jul. 31, 2015 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 10: STOCKHOLDERS’ EQUITY On July 31, 2014, the Board and the holders of a majority of the voting power of our shareholders approved an amendment to our articles of incorporation to increase our authorized shares of common stock to 250,000,000 from 125,000,000 and increased the Company's Series A Convertible Preferred Stock to 120,000,000 from 100,000,000. Additionally, on July 31, 2014, the Board designated 1,000,000 shares as Series B Convertible Preferred stock. On May 5, 2015, the Company designated 1,000,000 shares as Series C Convertible Preferred Stock. The total number of shares of all classes of stock that the Company shall have the authority to issue is 375,000,000 shares consisting of: 250,000,000 shares of common stock with a $0.001 par value per shares; and 120,000,000 shares which may be designated as Series A Convertible Preferred stock with a $0.001 par value per share, 1,000,000 shares designated as Series B Preferred stock with at $0.001 par value per share and 1,000,000 shares designated as Series C Preferred stock with at $0.001 par value per share. Common Stock During the nine months ended July 31, 2015, the Company: ● issued 1,266,667 shares of its common stock along with 1,050,000 one year warrants with an exercise of $0.18 to $1.25 for cash proceeds of $120,000. ● issued 1,100,000 shares of its common stock for conversion of 11,000 shares of the Company's Series B Preferred Shares valued at $55,000. These common shares were valued at the carrying value of the Series B Preferred shares. ● issued 3,673,350 shares of its common stock for a total value of $581,925 for consulting fees rendered. The value of the common stock issued was based on the fair value of the stock at the time of issuance. ● issued 34,000 shares of its common stock valued at $3,855 to its employees as stock compensation. The value of the common stock issued was based on the fair value of the stock at the time of issuance. ● issued 3,314,030 shares of its common stock valued at $729,087 upon the conversion of the holders of Monaker Dual Convertible Series A Preferred shares held in our former parent company Monaker Group, Inc. These common shares were valued based on the closing price on the date the shares were issued. ● issued 2,900,000 shares of its common stock valued at $485,000 upon the conversion of the holders of Monaker Dual Convertible Series B Preferred shares held in our former parent company Monaker Group, Inc. These common shares were valued based on the closing price on the date the shares were issued. ● issued 4,181,000 shares of its common stock valued at $440,110 upon the conversion of the holders of Monaker Dual Convertible Series C Preferred shares held in our former parent company Monaker Group, Inc. These common shares were valued based on the closing price on the date the shares were issued. ● issued 2,753,192 shares of its common stock valued at $409,662 upon the conversion of the holders of Monaker Dual Convertible Series D preferred shares held in its former parent company Monaker Group, Inc. These common shares were valued based on the closing price on the date the shares were issued. ● issued 4,100,000 shares of its common stock valued at $392,000 upon the conversion of the holders of Monaker debt held in our former parent company Monaker Group, Inc. These common shares were valued based on the closing price on the date the shares were issued. ● issued 738,833 shares of its common stock valued at $73,883, based on a per share price of $0.10, as payment for accrued interest on convertible promissory notes as requested by the note holders according to contractual terms. ● issued 600,000 shares of its common stock upon conversion of $60,000 of principal of the Company's convertible promissory notes according to contractual terms. ● issued 100,000 shares of its common stock along with 100,000 one year warrants with an exercise price of $0.50 as settlement of prior year cash advances from third party investors of $30,000. ● issued 418,500 shares of common stock valued at $41,850 as payment for accrued interest on convertible promissory notes as requested by the note holders according to contractual terms. ● evaluated the conversion feature of certain convertible promissory notes and determined the Company’s common stock exceeded the conversion price as stated in each of the convertible promissory notes representing a beneficial conversion feature. Using the intrinsic value method at the convertible promissory note date, a total discount of $775,780 was recognized as part of additional paid in capital. ● issued 3,416,149 shares of its common stock valued at $159,097, based on a per share price of $0.0466, upon the conversion of certain convertible promissory notes as requested by the note holder in accordance with contractual terms. ● issued 1,570,000 common shares valued at $83,210, based on a per share price of $0.053, to a former employee as full settlement of deferred compensation and accrued vacation owed to him. ● received 750,000 shares of its common stock originally held in escrow for Suresh Srinivasan, former Chief Operating Officer. These shares were retired at par valued at $750. ● issued 600,000 shares of its common stock upon conversion of $18,600 of principal of the Company's convertible promissory notes according to contractual terms. ● On June 18, 2015, the Company entered into a Share Exchange Agreements pursuant to which we agreed to exchange (i) 3,115,000 shares of the Company’s common stock for 90 shares of RealBiz Holdings, Inc. and (ii) 885,000 shares of the Company’s common stock for 25.5 shares of RealBiz Holdings, Inc. The Company has not yet issued the 4,000,000 shares of common stock pursuant to these agreements. ● On July 24, 2015, the Company adopted its 2015 Stock Incentive Plan (the “Plan”). The total number of shares available under for grant of either stock options or other compensation stock under the Plan is 33,520,000 shares, subject to adjustment. At July 31, 2015, no shares or options have been issued under the Plan. Common Stock Warrants At July 31, 2015, there were 4,875,000 warrants outstanding with a weighted average exercise price of $0.13 and weighted average life of .91 years. During the nine months ended July 31, 2015, the Company granted 4,575,000 warrants and 15,078,858 expired. Convertible Preferred Stock Series A On October 14, 2014, the Company filed a certificate of amendment pursuant to the July 31st, 2014 Board of Directors approval to increase the authorized Preferred Stock Series A shares from 100,000,000 shares to 120,000,000 shares. As of July 31, 2015, the Company had 50,570,726 shares of Convertible Preferred Stock Series A issued and outstanding. The preferred shares were issued at $.001 par and bear dividends at a rate of 10% per annum payable on a quarterly basis when declared by the board of directors. Dividends accrue whether or not they have been declared by the board. At the election of the Company, Preferred Dividends may be converted into Series A Stock, with each converted share having a value equal to the market price per share, subject to adjustment for stock splits. In order to exercise such option, the Company delivers written notice to the holder. Each share of Series A Stock is convertible at the option of the holder thereof at any time into a number of shares of Common Stock determined by dividing the Stated Value of a $1.00 per share by the Conversion Price then in effect. The conversion price for the Series A Stock is equal to $1.00 per share. Each holder of Series A stock shall be entitled to one vote for each whole share of common stock that would be issuable upon conversion of such share on the record date for determining eligibility to participate in the action being taken. In the event of (a) the sale, conveyance, exchange, exclusive license, lease or other disposition of all or substantially all of the intellectual property or assets of the Company, (b) any acquisition of the Company by means of consolidation, stock exchange, stock sale, merger of other form of corporate reorganization of the Company with any other entity in which the Company's stockholders prior to the consolidation or merger own less than a majority of the voting securities of the surviving entity, or (c) the winding up or dissolution of the Company, whether voluntary or involuntary (each such event in clause (a), (b) or (c) a "liquidation event"), the Board shall determine in good faith the amount legally available for distribution to stockholders after taking into account the distribution of assets among, or payment thereof over to, creditors of the Company (the "net assets available for distribution"). The holders of the Series A stock then outstanding shall be entitled to be paid out of the net assets available for Distribution (or the consideration received in such transaction) before any payment or distribution shall be made to the holders of any class of preferred stock ranking junior to the Series A Stock or to the Common Stock, an amount for each share of Series A Stock equal to all accrued and unpaid Preferred Dividends plus the Stated Value, as adjusted (the "Series A Liquidation Amount"). Accrued and declared preferred stock dividends on the outstanding preferred shares as of July 31, 2015 totaled $915,447 and are included in accounts payable and accrued expenses in the accompanying balance sheet. These preferred stock dividends were declared on December 28, 2014, to holders of record on August 31, 2014. Additional preferred stock dividends accruing, but have not been declared, on the outstanding preferred shares as of July 31, 2015 were $239,644. During the nine months ended July 31, 2015, the Company retired 16,230,927 Preferred Series A shares, at the cost of $1,639,787 based upon the original securities and purchase agreement of October 2012 and retirement was approved by the Board of Directors on May 15, 2014. This was based upon the issuances of RealBiz common shares issued for conversion from Monaker Group, Inc. preferred stock and convertible promissory notes. Convertible Preferred Stock Series B On July 31, 2014, the Company's Board of Directors approved the creation of a new Series B Preferred stock and on October 14, 2014 a certificate of designation was filed with the state of Delaware designating 1,000,000 shares with a par value of $0.001, a stated value of $5.00 per share and convertible into the Company's common stock at $0.05 per share. As of July 31, 2015, the Company had 15,000 shares of Convertible Preferred Stock Series B issued and outstanding. The Series B Preferred stock will bear dividends at a rate of 10% per annum and shall accrue on the stated value of such shares of the Series B Stock. Dividends accrue whether or not they have been declared by the Board of Directors. At the election of the Company, it may satisfy its obligations hereunder to pay dividends on the Series B stock by issuing shares of common stock to the holders of Series B stock on a uniform and prorated basis. Each share of Series B Stock is convertible at the option of the holder thereof at any time into a number of shares of Common Stock determined by dividing the Stated Value by the Conversion Price then in effect. The conversion price for the Series B Stock is equal to $0.05 per share. Each holder of Series B stock shall be entitled to the number of votes equal to two hundred (200) votes for each shares of Series B stock held by them. In the event of (a) the sale, conveyance, exchange, exclusive license, lease or other disposition of all or substantially all of the intellectual property or assets of the Company, (b) any acquisition of the Company by means of consolidation, stock exchange, stock sale, merger of other form of corporate reorganization of the Company with any other entity in which the Company's stockholders prior to the consolidation or merger own less than a majority of the voting securities of the surviving entity, or (c) the winding up or dissolution of the Company, whether voluntary or involuntary (each such event in clause (a), (b) or (c) a "liquidation event"), the Board shall determine in good faith the amount legally available for distribution to stockholders after taking into account the distribution of assets among, or payment thereof over to, creditors of the Company (the "net assets available for distribution"). The holders of the Series B stock then outstanding shall be entitled to be paid out of the net assets available for Distribution (or the consideration received in such transaction) before any payment or distribution shall be made to the holders of any class of preferred stock ranking junior to the Series B Stock or to the Common Stock, an amount for each share of Series B Stock equal to all accrued and unpaid Preferred Dividends plus the Stated Value, as adjusted (the "Series B Liquidation Amount"). Preferred stock dividends accruing, but have not been declared, on the outstanding preferred shares as of July 31, 2015 were $7,610. During the nine months ended July 31, 2015, the Company: ● issued 26,000 shares of its Series B Preferred stock along with 1,250,000 five (5) year Monaker Group, Inc. common stock warrants with exercise prices from $0.01 to $0.05 valued at $130,000, based upon subscription agreements. $100,000 was in settlement of prior year cash advances to purchase shares by third party investors and the balance of $30,000 was applied to Monaker Group, Inc. debt obligation. ● converted 11,000 shares of Series B Preferred stock into 1,100,000 shares of common stock valued at $55,000. Conv ertible Preferred Stock Series C On May 5, 2015, the Company's Board of Directors approved the creation of a new Series C Preferred stock and on May 5, 2015, a certificate of designation was filed with the state of Delaware designating 1,000,000 shares with a par value of $0.001, a stated value of $5.00 per share and convertible into the Company's common stock at $0.05 per share. As of July 31, 2015, the Company had -0- shares of Convertible Preferred Stock Series C issued and outstanding. The Series C Preferred stock will bear dividends at a rate of 10% per annum and shall accrue on the stated value of such shares of the Series C stock. Dividends accrue whether or not they have been declared by the Board of Directors. At the election of the Company, it may satisfy its obligations hereunder to pay dividends on the Series C stock by issuing shares of common stock to the holders of Series C stock on a uniform and prorated basis. Each share of Series C stock is convertible at the option of the holder thereof at any time into a number of shares of Common Stock determined by dividing the Stated Value by the Conversion Price then in effect. The conversion price for the Series C stock is equal to $0.05 per share. Each holder of Series C stock shall be entitled to the number of votes equal to one hundred (100) votes for each shares of Common Stock into which the Series C Stock could be converted into. In the event of (a) the sale, conveyance, exchange, exclusive license, lease or other disposition of all or substantially all of the intellectual property or assets of the Company, (b) any acquisition of the Company by means of consolidation, stock exchange, stock sale, merger of other form of corporate reorganization of the Company with any other entity in which the Company's stockholders prior to the consolidation or merger own less than a majority of the voting securities of the surviving entity, or (c) the winding up or dissolution of the Company, whether voluntary or involuntary (each such event in clause (a), (b) or (c) a "liquidation event"), the Board shall determine in good faith the amount legally available for distribution to stockholders after taking into account the distribution of assets among, or payment thereof over to, creditors of the Company (the "net assets available for distribution"). The holders of the Series C stock then outstanding shall be entitled to be paid out of the net assets available for Distribution (or the consideration received in such transaction) before any payment or distribution shall be made to the holders of any class of preferred stock ranking junior to the Series C stock or to the Common Stock, an amount for each share of Series C Stock equal to all accrued and unpaid Preferred Dividends plus the Stated Value, as adjusted (the "Series C Liquidation Amount"). Preferred stock dividends have not accrued or been declared since there were no outstanding Series C preferred shares as of July 31, 2015. |
Note 11 - Related Party Transac
Note 11 - Related Party Transactions | 9 Months Ended |
Jul. 31, 2015 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 11: RELATED PARTY TRANSACTIONS During the nine months ended July 31, 2015, the Company paid $6,800 in rent for office space on behalf of an officer of the Company, for Company use. This rental arrangement terminated at the end of June 2015. Equity transactions with the Company's former parent are described in Note 10. |
Note 12 - Fair Value Measuremen
Note 12 - Fair Value Measurement and Disclosure | 9 Months Ended |
Jul. 31, 2015 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | NOTE 12: FAIR VALUE MEASUREMENT AND DISCLOSURE The Company has adopted ASC 820, Fair Market Measurement and Disclosures 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 fair value of the assets or liabilities. Fair Value Measurements at July 31, 2015 is summarized below: Description Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total Derivative liabilities $ -0- $ - $ 949,885 $ 949,885 |
Note 13 - Subsequent Events
Note 13 - Subsequent Events | 9 Months Ended |
Jul. 31, 2015 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 13: SUBSEQUENT EVENTS The Company has evaluated subsequent events occurring after the balance sheet date and has identified the following subsequent events and analyzing the transactions for proper accounting treatment: ● issued 180,000 shares of common stock for a total value of $9,000 in connection with a consulting agreement. The value of the common stock issued was based on the fair value of the stock based on the quoted market price at the date of issuance. ● Issued 2,500,000 shares of its common stock valued at $58,250 upon the conversion of certain convertible promissory notes as requested by the note holder in accordance with contractual terms. ● Issued 415,500 shares of its common stock as an interest option on convertible promissory notes. ● Converted 15,000 shares of Preferred stock from Series B to Series C. ● Issued 20,000 Series C Preferred stock to a company controlled by its chairman for the conversion of $100,000 of debt owed by the company. ● On August 18, 2015, the Company issued 360,000 shares of common stock to third-party consultants in consideration of services rendered. The market value of these shares was approximately $18,000 on the date of issuance. ● In August 2015, William Kirby stepped down as Chief Executive Officer and was replaced by Alex Aliksanyan. Mr. Aliksanyan previously held the position of Chief Operating Officer. ● On September 4, 2015 the Company entered into an agreement with a company controlled by its chairman to purchase $50,000 of the common stock of the company at a price of $0.05 per share. ● On September 4, 2015 the Company entered into a loan agreement with a company controlled by its chairman to borrow $50,000 at zero interest rate due and payable on February 28, 2016. ● On September 14, 2015 the Company entered into an agreement with a company controlled by its chairman to purchase $100,000 of the common stock of the Company at a price of $0.063 per share. ● On August 17, 2015, the Company filed a Complaint in the Superior Court of the State of California, in San Diego County, California, against a group of minority shareholders. The Complaint alleges that the Defendants misappropriated the proprietary and confidential trade secrets of the Company in setting up rival businesses that utilized the Company’s proprietary technology and solicited the Company’s current customers. The Complaint further alleges that the minority shareholders breached their fiduciary duties and duty of confidence to the Company both during and after their employment with the Company. The Complaint seeks, among other things, (i) general and special damages in an amount to be proven at trial; (ii) punitive and exemplary damages in an amount sufficient to punish and deter such conduct; and (iii) a temporary restraining order and preliminary and permanent injunctions enjoining and retraining the Defendants from using or otherwise disclosing or distributing the Company’s property or trade secrets. ● On September 1, 2015, the Company entered into an agreement with the holders of our Series A Preferred Stock under which they agreed to waive and cancel any further dividends owing on the Series A Preferred from and after May 1, 2015 in exchange for the Company’s agreement to pay all accrued dividends through April 30, 2015 in shares of our common stock on or before September 30, 2015. These shares have not yet been issued. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Jul. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The unaudited interim consolidated financial information furnished herein reflects all adjustments, consisting only of normal recurring items, which in the opinion of management are necessary to fairly state RealBiz Media Group, Inc. and its subsidiaries’ (collectively, the “Company” or “we,” “us” or “our”) financial position, results of operations and cash flows for the dates and periods presented and to make such information is not misleading. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”); nevertheless, management of the Company believes that the disclosures herein are adequate to make the information presented not misleading. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended October 31, 2014, contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 13, 2015. The results of operations for the three and nine months ended July 31, 2015, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending October 31, 2015. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. There were no cash equivalents at July 31, 2015 and October 31, 2014. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable The Company provides its marketing and promotional services to agents or brokers via a web-based portal that allows for credit card payments. The Company recognizes accounts receivable for amounts uncollected from the credit card service provider at the end of the accounting period. The Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of established loss reserves, the Company makes judgments regarding its customers’ ability to make required payments, economic events and other factors. As the financial condition of these parties change, circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. The Company maintains reserves for potential credit losses, and such losses traditionally have been within its expectations. The allowance for doubtful accounts at July 31, 2015 and October 31, 2014, respectively is $-0-. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment All expenditures on the acquisition for property and equipment are recorded at cost and capitalized as incurred, provided the asset benefits the Company for a period of more than one year. Expenditures on routine repairs and maintenance of property and equipment are charged directly to operating expense. The property and equipment is depreciated based upon its estimated useful life after being placed in service. The estimated useful life of computer equipment is 3 years. When equipment is retired, sold or impaired, the resulting gain or loss is reflected in earnings. The Company incurred depreciation expense of $18,953 and $12,217 for the nine months ended July 31, 2015 and 2014, respectively. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets In accordance with Accounting Standards Codification 360-10, “Property, Plant and Equipment”, the Company periodically reviews its long- lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. As of July 31, 2015, the Company did not impair any long-lived assets. |
Website Development Costs [Policy Text Block] | Website Development Costs The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred. |
Software to be Sold, Leased, or Otherwise Marketed, Policy [Policy Text Block] | Software Development Costs The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by "ASC 985-20-25" Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the greater of (a) the ratio of current gross revenues to the total current and anticipated future gross revenues, or (b) the straight-line method over the remaining estimated economic life of the product and is included in operating expenses in the accompanying statement of operations. For the nine months ended July 31, 2015 and 2014, the Company has capitalized $36,310 and $16,260, respectively, of costs associated with the development of a mobile app that has been placed into service on February 4, 2015. Additionally, the Company has capitalized $66,548 of costs associated with the development of a suite of marketing applications that has been placed into service on April 30, 2015, These costs are being amortized over their remaining estimated economic life and the Company incurred amortization expense related to software development costs of $6,910 and $-0- for the nine months ended July 31, 2015 and 2014, respectively. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and Other Intangible Assets In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets", the Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance compared to historical or projected future operating results; 2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of an intangible may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flow, the Company records an impairment charge equal to the amount that the book value exceeds fair value. The Company measures fair value based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company did not consider it necessary to record an impairment charge on its intangible assets during the nine months ended July 31, 2015 and 2014. Intellectual properties that have finite useful lives are amortized over their useful lives. The Company incurred amortization expense related to website development costs and other intangible assets, in the aggregate, of $1,548,974 and $1,263,877 for the nine months ended July 31, 2015 and 2014, respectively. |
Derivatives, Policy [Policy Text Block] | Derivative Instruments The Company enters into financing arrangements that consist of freestanding derivative instruments or are hybrid instruments that contain embedded derivative features. The Company accounts for these arrangements in accordance with Accounting Standards Codification topic 815, Accounting for Derivative Instruments and Hedging Activities (“ASC 815”) as well as related interpretations of this standard. In accordance with this standard, derivative instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, considering all of the rights and obligations of each instrument. The Company estimates fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered consistent with the objective measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as freestanding warrants, the Company generally uses the Black-Scholes model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as Black-Scholes model) are highly volatile and sensitive to changes in the trading market price of our common stock. Since derivative financial instruments are initially and subsequently carried at fair values, our income (expense) going forward will reflect the volatility in these estimates and assumption changes. Under the terms of the new accounting standard, increases in the trading price of the Company’s common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative expense. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative income. Based upon ASC 815-25 the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible debentures. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date. |
Debt, Policy [Policy Text Block] | Convertible Debt Instruments The Company records debt net of debt discount for beneficial conversion features and warrants, on a relative fair value basis. Beneficial conversion features are recorded pursuant to the Beneficial Conversion and Debt Topics of the FASB Accounting Standards Codification. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discount and as additional paid-in-capital. Debt discount is amortized to interest expense over the life of the debt. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company adopted ASC topic 820, “Fair Value Measurements and Disclosures” (ASC 820), formerly SFAS No. 157 “Fair Value Measurements,” effective January 1, 2009. ASC 820 defines “fair value” as the 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. There was no impact relating to the adoption of ASC 820 to the Company’s unaudited consolidated financial statements. ASC 820 also describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Financial instruments consist principally of cash, accounts receivable, prepaid expenses, due from affiliates, accounts payable, accrued liabilities and other current liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short- term nature. The fair value of long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. The carrying amounts approximate fair value. It is management’s opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue when all of the following criteria are met: (1) persuasive evidence of an arrangement exits; (2) delivery has occurred or services have been rendered; (3) the Company's price to its customer is fixed or determinable and (4) collectability is reasonably assured. The Company provides its marketing and promotional services to agents or brokers via a web-based portal that allows for credit card payments. Customers may pay a monthly recurring fee or an annual fee. Some customers additionally pay a one-time set up fee. Monthly recurring fees are recognized in the month the service is rendered. Collection of one-time set up fees and annual services fees give rise to recognized monthly revenue in the then-current month as well as deferred revenue liabilities representing the collected fee for services yet to be delivered. |
Cost of Sales, Policy [Policy Text Block] | Cost of Revenues Cost of revenues includes costs attributable to services sold and delivered. These costs include such items as credit card fees, sales commission to business partners, expenses related to our participation in industry conferences, and public relations expenses and are included in Operating expenses section in the Consolidated Statement of Operations and Comprehensive Loss. |
Research and Development Expense, Policy [Policy Text Block] | Technology and Development Costs to research and develop our products are expensed as incurred. These costs consist primarily of technology and development related expenses including third party contractor fees and technology software services. |
Advertising Cost, Policy, Expensed Advertising Cost [Policy Text Block] | Advertising Expense Advertising costs are charged to expense as incurred and are included in selling and promotions expense in the accompanying unaudited consolidated financial statements. Advertising expense for the nine months ended July 31, 2015 and 2014 was $0 and $58,990, respectively. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-Based Compensation The Company computes share based payments in accordance with Accounting Standards Codification 718-10 “Compensation” (ASC 718-10). ASC 718-10 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods and services at fair value, focusing primarily on accounting for transactions in which an entity obtains employees services in share-based payment transactions. It also addresses transactions in which an entity incurs liabilities in exchange for goods and services that are based on the fair value of an entity’s equity instruments or that may be settled by the issuance of those equity instruments. In March 2005, the SEC issued SAB No. 107, Share-Based Payment (“SAB 107”) which provides guidance regarding the interaction of ASC 718-10 and certain SEC rules and regulations. The Company has applied the provisions of SAB 107 in its adoption of ASC 718-10. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50, Equity Based Payments to Non-Employees. The Company estimates the fair value of stock options by using the Black-Scholes option pricing model. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency and Other Comprehensive Income (Loss) The functional currency of our foreign subsidiaries is typically the applicable local currency. The translation from the respective foreign currencies to United States Dollars (U.S. Dollar) is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for income statement accounts using a weighted average exchange rate during the period. Gains or losses resulting from such translation are included as a separate component of accumulated other comprehensive income. Gains or losses resulting from foreign currency transactions are included in foreign currency income or loss except for the effect of exchange rates on long-term intercompany transactions considered to be a long-term investment, which are accumulated and credited or charged to other comprehensive income. Transaction gains and losses are recognized in our results of operations based on the difference between the foreign exchange rates on the transaction date and on the reporting date. We recognized net foreign exchange gain and (loss) of $14,845 and ($2,875), respectively for nine months ended July 31, 2015 and 2014. The foreign currency exchange gains and losses are included as a component of other (income) expense, net, in the accompanying Unaudited Consolidated Statements of Operations and Comprehensive Loss. For the nine months ended July 31, 2015 and 2014, the Company recorded an unrealized loss on currency translation adjustment of $94,662 and a gain of $60,491, respectively. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities and net operating loss and tax credit carryforwards given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740. ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the unaudited consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. |
Earnings Per Share, Policy [Policy Text Block] | Earnings Per Share Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted loss per common share is considered to be equal to basic because it is anti-dilutive. The Company’s common stock equivalents include the following: July 31, Series A convertible preferred stock issued and outstanding 50,570,726 Series B convertible preferred stock issued and outstanding 300,000 Series C convertible preferred stock issued and outstanding -0- Warrants to purchase common stock issued, outstanding and exercisable 4,244,530 Shares on convertible promissory notes 13,017,079 68,132,335 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations, Risks and Uncertainties The Company’s operations are related to the real estate industry and its prospects for success are tied indirectly to interest rates and the general housing and business climates in the United States. |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain reclassifications have been made in the unaudited consolidated financial statements for comparative purposes. These reclassifications have no effect on the results of operations or financial position of the Company. During the current fiscal quarter the Company discovered that it has not been properly reporting a non-controlling interest in certain subsidiaries. The effect of this was that the consolidated balance sheet at October 31, 2014 did not include a caption in the stockholders’ equity section for non-controlling interest for $37,509 and a caption for “Total RealBiz Media Group, Inc. stockholders’ equity” of $1,518,589, with Total Stockholders’ Equity remaining unchanged at $1,556,098. Also, additional paid in capital was overstated by $1,157,583 and accumulated other comprehensive income was overstated by $6,006 offset by accumulated deficit being overstated by $1,126,080 and noncontrolling interest being understated by $37,509. Net loss attributable to common stockholders was overstated by $16,978 and $87,867 for the three and nine months ended July 31, 2014 offset by net loss attributable to non-controlling interest being understated by those amounts. This was corrected in this filing. The Company evaluated SEC Staff Accounting Bulletin #108, and applied a dual method to evaluate if the adjustment was material. Under the dual method, both a “rollover” method and an “iron curtain” method were applied. In both methods, the adjustment was not material to the comparative three and nine month period ended July 31, 2014 and the year ended October 31, 2014. As a result, the following reclassification was made for the year ended October 31, 2014 and the three and nine months ended July 31, 2014: Additional paid in capital Additional paid in capital Originally Reported at October 31, 2014 Adjustment Adjusted at October 31, 2014 $16,610,912 ($1,157,583) $15,453,329 Accumulated other comprehensive income Accumulated other comprehensive income Originally Reported at October 31, 2014 Adjustment Adjusted at October 31, 2014 $40,042 ($6,006) $34,036 Accumulated Deficit as Accumulated Deficit as Originally Reported at October 31, 2014 Adjustment Adjusted at October 31, 2014 ($15,376,638) $1,126,080 ($14,250,558) Noncontrolling interest Noncontrolling interest Originally Reported at October 31, 2014 Adjustment Adjusted at October 31, 2014 $-0- $37,509 $37,509 Net loss attributable to common stockholders Net loss attributable to common stockholders Originally Reported for the nine months ended July 31, 2014 Adjustment Adjusted for the nine months ended July 31, 2014 ($3,503,859) ($87,867) $3,415,992 Net loss attributable to common stockholders Net loss attributable to common stockholders Originally Reported for the three months ended July 31, 2014 Adjustment Adjusted for the three months ended July 31, 2014 ($949,008) ($16,978) ($932,030) |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements We have implemented all new relevant accounting pronouncements that are in effect through the date of these financial statements. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations. The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Note 2 - Summary of Significa20
Note 2 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Jul. 31, 2015 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | July 31, Series A convertible preferred stock issued and outstanding 50,570,726 Series B convertible preferred stock issued and outstanding 300,000 Series C convertible preferred stock issued and outstanding -0- Warrants to purchase common stock issued, outstanding and exercisable 4,244,530 Shares on convertible promissory notes 13,017,079 68,132,335 |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | Additional paid in capital Additional paid in capital Originally Reported at October 31, 2014 Adjustment Adjusted at October 31, 2014 $16,610,912 ($1,157,583) $15,453,329 Accumulated other comprehensive income Accumulated other comprehensive income Originally Reported at October 31, 2014 Adjustment Adjusted at October 31, 2014 $40,042 ($6,006) $34,036 Accumulated Deficit as Accumulated Deficit as Originally Reported at October 31, 2014 Adjustment Adjusted at October 31, 2014 ($15,376,638) $1,126,080 ($14,250,558) Noncontrolling interest Noncontrolling interest Originally Reported at October 31, 2014 Adjustment Adjusted at October 31, 2014 $-0- $37,509 $37,509 Net loss attributable to common stockholders Net loss attributable to common stockholders Originally Reported for the nine months ended July 31, 2014 Adjustment Adjusted for the nine months ended July 31, 2014 ($3,503,859) ($87,867) $3,415,992 Net loss attributable to common stockholders Net loss attributable to common stockholders Originally Reported for the three months ended July 31, 2014 Adjustment Adjusted for the three months ended July 31, 2014 ($949,008) ($16,978) ($932,030) |
Note 4 - Property and Equipme21
Note 4 - Property and Equipment (Tables) | 9 Months Ended |
Jul. 31, 2015 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | July 31, 2015 Total Useful Life (Years) Cost Accumulated Depreciation Net Carrying Value Computer equipment - office 3 $ 40,569 18,298 $ 22,271 Computer equipment - Nestbuilder website 3 42,149 19,907 22,242 $ 82,718 $ 38,205 $ 44,513 |
Note 5 - Intangible Assets (Tab
Note 5 - Intangible Assets (Tables) | 9 Months Ended |
Jul. 31, 2015 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | July 31, 2015 Remaining Useful Life (Years) Cost Accumulated Amortization Net Carrying Value Sales/Marketing agreement 0.7 $ 4,796,178 3,787,707 1,008,471 Website development costs 1.6 1,527,307 676,655 850,652 Web platform/customer relationships - ReachFactor acquisition 1.7 600,000 337,479 262,521 Software development costs 2.5 155,049 21,664 133,385 $ 7,087,534 $ 4,823,505 $ 2,255,029 |
Note 6 - Accounts Payable and23
Note 6 - Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Jul. 31, 2015 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | July 31, 2015 Trade payables and accruals $ 308,754 Accrued preferred stock dividends 915,447 Accrued payroll and commissions 5,000 Other liabilities 248,445 Total accounts payable and accrued expenses $ 1,477,646 |
Note 12 - Fair Value Measurem24
Note 12 - Fair Value Measurement and Disclosure (Tables) | 9 Months Ended |
Jul. 31, 2015 | |
Notes Tables | |
Schedule of Cash and Cash Equivalents [Table Text Block] | Description Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total Derivative liabilities $ -0- $ - $ 949,885 $ 949,885 |
Note 2 - Summary of Significa25
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | Oct. 31, 2014 | |
Computer Equipment [Member] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Depreciation | $ 18,953 | $ 12,217 | |||
Marketing Applications [Member] | |||||
Capitalized Computer Software, Amortization | 36,310 | 16,260 | |||
Mobile App [Member] | |||||
Capitalized Computer Software, Amortization | $ 66,548 | 66,548 | |||
Software Development [Member] | |||||
Amortization of Intangible Assets | 6,910 | 0 | |||
Restatement Adjustment [Member] | |||||
Stockholders' Equity Attributable to Noncontrolling Interest | $ 37,509 | ||||
Additional Paid in Capital | (1,157,583) | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (6,006) | ||||
Retained Earnings (Accumulated Deficit) | 1,126,080 | ||||
Net Income (Loss) Available to Common Stockholders, Basic | $ (16,978) | (87,867) | |||
Allowance for Doubtful Accounts Receivable | 0 | 0 | 0 | ||
Cash Equivalents, at Carrying Value | 0 | 0 | 0 | ||
Impairment of Long-Lived Assets Held-for-use | 0 | ||||
Advertising Expense | $ 0 | 58,990 | |||
Property, Plant and Equipment, Useful Life | |||||
Amortization of Intangible Assets | $ 1,548,974 | 1,263,877 | |||
Foreign Currency Transaction Gain (Loss), Realized | (14,845) | (2,875) | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (66,514) | (6,697) | (94,662) | 60,491 | |
Stockholders' Equity Attributable to Noncontrolling Interest | (4,007) | (4,007) | 37,509 | ||
Stockholders' Equity Attributable to Parent | (299,848) | (299,848) | 1,518,589 | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (303,855) | (303,855) | 1,556,098 | ||
Additional Paid in Capital | 17,845,064 | 17,845,064 | 15,453,329 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (60,626) | (60,626) | 34,036 | ||
Retained Earnings (Accumulated Deficit) | (18,248,849) | (18,248,849) | $ (14,250,558) | ||
Net Income (Loss) Available to Common Stockholders, Basic | $ (1,595,057) | $ (932,030) | $ (4,224,322) | $ (3,415,992) |
Note 2 - Antidilutive Securitie
Note 2 - Antidilutive Securities (Details) | 3 Months Ended |
Jul. 31, 2015shares | |
Series A Convertible Preferred Stock [Member] | |
Series A convertible preferred stock issued and outstanding (in shares) | 50,570,726 |
Series B Convertible Preferred Stock [Member] | |
Series A convertible preferred stock issued and outstanding (in shares) | 300,000 |
Series C Convertible Preferred Stock [Member] | |
Series A convertible preferred stock issued and outstanding (in shares) | 0 |
Warrant Issued [Member] | |
Series A convertible preferred stock issued and outstanding (in shares) | 4,244,530 |
Convertible Debt Securities [Member] | |
Series A convertible preferred stock issued and outstanding (in shares) | 13,017,079 |
Series A convertible preferred stock issued and outstanding (in shares) | 68,132,335 |
Note 2 - Reclassifications (Det
Note 2 - Reclassifications (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Jul. 31, 2014 | Jul. 31, 2014 | Oct. 31, 2014 | |
Scenario, Previously Reported [Member] | |||
Additional Paid in Capital | $ 16,610,912 | ||
Additional paid in capital | 16,610,912 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | 40,042 | ||
Accumulated other comprehensive income | 40,042 | ||
Retained Earnings (Accumulated Deficit) | (15,376,638) | ||
Accumulated Deficit | (15,376,638) | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 0 | ||
Noncontrolling interest | 0 | ||
Net Income (Loss) Available to Common Stockholders, Basic | $ (949,008) | $ (3,503,859) | |
Net loss attributable to common stockholders | (949,008) | (3,503,859) | |
Net loss attributable to common stockholders | 949,008 | 3,503,859 | |
Restatement Adjustment [Member] | |||
Additional Paid in Capital | (1,157,583) | ||
Additional paid in capital | (1,157,583) | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (6,006) | ||
Accumulated other comprehensive income | (6,006) | ||
Retained Earnings (Accumulated Deficit) | 1,126,080 | ||
Accumulated Deficit | 1,126,080 | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 37,509 | ||
Noncontrolling interest | 37,509 | ||
Net Income (Loss) Available to Common Stockholders, Basic | (16,978) | (87,867) | |
Net loss attributable to common stockholders | (16,978) | (87,867) | |
Net loss attributable to common stockholders | 16,978 | 87,867 | |
Additional Paid in Capital | 15,453,329 | ||
Additional paid in capital | 15,453,329 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | 34,036 | ||
Accumulated other comprehensive income | 34,036 | ||
Retained Earnings (Accumulated Deficit) | (14,250,558) | ||
Accumulated Deficit | (14,250,558) | ||
Stockholders' Equity Attributable to Noncontrolling Interest | 37,509 | ||
Noncontrolling interest | $ 37,509 | ||
Net Income (Loss) Available to Common Stockholders, Basic | (932,030) | (3,415,992) | |
Net loss attributable to common stockholders | (932,030) | (3,415,992) | |
Net loss attributable to common stockholders | $ 932,030 | $ 3,415,992 |
Note 3 - Going Concern (Details
Note 3 - Going Concern (Details Textual) - Scenario, Unspecified [Domain] - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2015 | Jul. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2014 | Oct. 31, 2014 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (1,377,368) | $ (830,512) | $ (4,224,322) | $ (3,152,235) | |
Net Cash Provided by (Used in) Operating Activities | (1,272,758) | $ (2,287,482) | |||
Working Capital Deficit | 2,204,321 | 2,204,321 | |||
Retained Earnings (Accumulated Deficit) | $ (18,248,849) | $ (18,248,849) | $ (14,250,558) |
Note 4 - Property and Equipme29
Note 4 - Property and Equipment (Details Textual) - USD ($) | 9 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2014 | |
Computer Equipment [Member] | ||
Payments to Acquire Machinery and Equipment | $ 17,688 | |
Property, Plant and Equipment, Useful Life | 3 years | |
Depreciation | $ 18,953 | $ 12,217 |
Impairment of Leasehold | 0 | 0 |
Payments to Acquire Machinery and Equipment | $ 17,688 | $ 4,960 |
Property, Plant and Equipment, Useful Life |
Note 4 - Property, Plant, and E
Note 4 - Property, Plant, and Equipment (Details) - USD ($) | 9 Months Ended |
Jul. 31, 2015 | |
Computer Equipment Office [Member] | |
Computer equipment - office | 3 years |
Computer equipment - office | $ 40,569 |
Computer equipment - office | 18,298 |
Computer equipment - office | $ 22,271 |
Computer Equipment Nestbuilder Website [Member] | |
Computer equipment - office | 3 years |
Computer equipment - office | $ 42,149 |
Computer equipment - office | 19,907 |
Computer equipment - office | $ 22,242 |
Computer equipment - office | |
Computer equipment - office | $ 82,718 |
Computer equipment - office | 38,205 |
Computer equipment - office | $ 44,513 |
Note 5 - Intangible Assets (Det
Note 5 - Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |
Jul. 31, 2015 | Jul. 31, 2015 | Jul. 31, 2014 | |
Mobile App [Member] | |||
Capitalized Computer Software, Amortization | $ 66,548 | $ 66,548 | |
Marketing Applications [Member] | |||
Capitalized Computer Software, Amortization | $ 36,310 | $ 16,260 | |
Software and Software Development Costs [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Amortization of Intangible Assets | $ 403,483 | 0 | |
Website [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Costs Incurred, Development Costs | $ 0 | ||
Finite-Lived Intangible Asset, Useful Life | 4 years | ||
Amortization of Intangible Assets | $ 1,548,974 | $ 1,263,877 |
Note 5 - Finite Lived Intangibl
Note 5 - Finite Lived Intangible Assets (Details) - USD ($) | 9 Months Ended |
Jul. 31, 2015 | |
Sales or Marketing Agreement [Member] | |
Sales/Marketing agreement | 255 days |
Sales/Marketing agreement | $ 4,796,178 |
Sales/Marketing agreement | 3,787,707 |
Sales/Marketing agreement | $ 1,008,471 |
Website Development Costs [Member] | |
Sales/Marketing agreement | 1 year 219 days |
Sales/Marketing agreement | $ 1,527,307 |
Sales/Marketing agreement | 676,655 |
Sales/Marketing agreement | $ 850,652 |
Web Platform or Customer Relationships ReachFactor Acquisition [Member] | |
Sales/Marketing agreement | 1 year 255 days |
Sales/Marketing agreement | $ 600,000 |
Sales/Marketing agreement | 337,479 |
Sales/Marketing agreement | $ 262,521 |
Software Development Cost Not Placed in Service [Member] | |
Sales/Marketing agreement | 2 years 182 days |
Sales/Marketing agreement | $ 155,049 |
Sales/Marketing agreement | 21,664 |
Sales/Marketing agreement | 133,385 |
Sales/Marketing agreement | 7,087,534 |
Sales/Marketing agreement | 4,823,505 |
Sales/Marketing agreement | $ 2,255,029 |
Note 6 - Payables and Accruals
Note 6 - Payables and Accruals (Details) - USD ($) | Jul. 31, 2015 |
Trade payables and accruals | $ 308,754 |
Accrued preferred stock dividends | 915,447 |
Accrued payroll and commissions | 5,000 |
Other liabilities | 248,445 |
Total accounts payable and accrued expenses | $ 1,477,646 |
Note 7 - Due From_To Affiliat34
Note 7 - Due From/To Affiliates (Details Textual) | Jul. 31, 2015USD ($) |
Due to Affiliate, Current | $ 307,952 |
Note 8 - Convertible Notes Pa35
Note 8 - Convertible Notes Payable (Details Textual) - USD ($) | Jun. 16, 2015 | Oct. 20, 2014 | Jul. 31, 2015 | Jul. 31, 2015 | Jul. 31, 2014 | Apr. 30, 2015 | Jul. 31, 2015 | Jul. 31, 2014 | Oct. 31, 2014 |
Convertible Notes Payable [Member] | Remaining Unamortized Discount [Member] | |||||||||
Debt Instrument, Unamortized Discount | $ 664,897 | $ 664,897 | $ 664,897 | ||||||
Convertible Notes Payable [Member] | Derivative Instruments and Hedging Activities [Member] | Debt Maturing on October 19, 2016 [Member] | |||||||||
Convertible Debt, Noncurrent | 40,400 | 40,400 | 40,400 | ||||||
Convertible Notes Payable [Member] | Derivative Instruments and Hedging Activities [Member] | Debt Maturing on June 16, 2017 [Member] | |||||||||
Convertible Debt, Noncurrent | 500,000 | 500,000 | 500,000 | ||||||
Convertible Notes Payable [Member] | Debt Maturing on June 16, 2017 [Member] | |||||||||
Amortization of Debt Discount (Premium) | 16,875 | ||||||||
Debt Instrument Interest Rate Stated Amount | 4,623 | $ 0 | |||||||
Debt Instrument Remaining Unamortized Discount | 274,505 | ||||||||
Convertible Notes Payable [Member] | |||||||||
Proceeds from Convertible Debt | $ 480,000 | $ 95,000 | |||||||
Debt Instrument, Term | 2 years | 2 years | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.05 | $ 0.05 | $ 0.10 | ||||||
Debt Instrument, Unamortized Discount | 775,780 | 775,780 | $ 775,780 | 775,780 | |||||
Amortization of Debt Discount (Premium) | 147,988 | ||||||||
Interest Expense, Debt | 167,480 | 0 | |||||||
Convertible Debt, Noncurrent | $ 500,000 | $ 150,000 | 1,130,000 | 1,130,000 | $ 1,130,000 | ||||
Debt Conversion, Converted Instrument, Rate | 7.50% | 65.00% | |||||||
Loan Processing Fee | $ 20,000 | $ 55,000 | |||||||
Penalty for Shares of Common Stock Not Timely Issued to Holder, Percentage | 1.00% | ||||||||
Threshold Percentage of Ownership to Exercise Conversion Right | 4.99% | ||||||||
Prepayment Penalty, Percentage | 125.00% | ||||||||
Convertible Debt [Member] | |||||||||
Debt Instrument, Term | 2 years | ||||||||
Debt Conversion, Converted Instrument, Rate | 7.50% | ||||||||
Common Stock [Member] | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 0 | ||||||||
Warrant [Member] | |||||||||
Class of Warrant or Right, Issued During Period | 4,575,000 | ||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.71% | 0.37% | |||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |||||||
Fair Value Assumptions, Expected Volatility Rate | 214.49% | 359.58% | |||||||
Fair Value Assumptions, Expected Term | 2 years | 2 years | |||||||
Derivative Instruments and Hedging Activities [Member] | Debt Maturing on October 19, 2016 [Member] | |||||||||
Amortization of Debt Discount (Premium) | $ 55,965 | ||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.67% | ||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||
Fair Value Assumptions, Expected Volatility Rate | 225.75% | ||||||||
Fair Value Assumptions, Expected Term | 1 year 80 days | ||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 58,030 | 58,030 | 217,362 | $ 58,030 | |||||
Embedded Derivative, Gain on Embedded Derivative | $ 159,332 | ||||||||
Debt Instrument Interest Rate Stated Amount | 8,218 | $ 0 | |||||||
Debt Instrument Remaining Unamortized Discount | 24,425 | ||||||||
Derivative Instruments and Hedging Activities [Member] | Debt Maturing on June 16, 2017 [Member] | |||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.67% | ||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||
Fair Value Assumptions, Expected Volatility Rate | 225.75% | ||||||||
Fair Value Assumptions, Expected Term | 1 year 317 days | ||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 150,955 | $ 150,955 | $ 150,955 | ||||||
Embedded Derivative, Gain on Embedded Derivative | 137,707 | ||||||||
Derivative Instruments and Hedging Activities [Member] | |||||||||
Fair Value Assumptions, Risk Free Interest Rate | 0.71% | ||||||||
Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||
Fair Value Assumptions, Expected Volatility Rate | 214.49% | ||||||||
Fair Value Assumptions, Expected Term | 2 years | ||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 292,039 | ||||||||
Warrant Term | 2 years | 2 years | 332 days | ||||||
Proceeds from Convertible Debt | $ 1,130,000 | $ 1,610,000 | |||||||
Debt Instrument, Unamortized Discount | $ 0 | 0 | 0 | $ 0 | |||||
Debt Conversion, Converted Instrument, Amount | $ (49,497) | $ 0 | |||||||
Class of Warrant or Right, Issued During Period | 300,000 | ||||||||
Class of Warrant or Right, Issued During Period, Fair Value | $ 17,500 | $ 14,760 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Shares Issued, Price Per Share | $ 0.05 | $ 0.05 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 675,000 |
Note 9 - Loans Payable (Details
Note 9 - Loans Payable (Details Textual) - USD ($) | 9 Months Ended | |
Jul. 31, 2015 | Oct. 31, 2014 | |
Non-related Party [Member] | ||
Loans Payable, Current | $ 170,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |
Related Party [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |
Proceeds from Related Party Debt | $ 75,000 | |
Loans Payable, Current | $ 170,000 | $ 170,000 |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity (Details Textual) - Scenario, Unspecified [Domain] | Jun. 16, 2015$ / shares | May. 05, 2015$ / sharesshares | Oct. 20, 2014$ / sharesshares | Oct. 14, 2014$ / shares | Jul. 31, 2015USD ($)$ / sharesshares | Jul. 31, 2014USD ($)shares | Jul. 31, 2015USD ($)$ / sharesshares | Jul. 31, 2014USD ($)shares | Jul. 24, 2015shares | Jun. 18, 2015shares | Apr. 30, 2015USD ($) | Oct. 31, 2014USD ($)shares | Jul. 30, 2014shares | Oct. 31, 2013shares |
Series C Preferred Stock [Member] | ||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | |||||||||||||
Preferred Stock, Shares Issued | 0 | 0 | ||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | |||||||||||||
Preferred Stock Conversion Price Per Share | $ / shares | 0.05 | |||||||||||||
Preferred Stock Stated Value | $ / shares | $ 5 | |||||||||||||
Number of Voting Rights, Votes Per Share | 100 | |||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||
Preferred Stock, Shares Outstanding | 50,570,726 | 50,570,726 | 66,801,653 | |||||||||||
Preferred Stock, Shares Authorized | 120,000,000 | 120,000,000 | 120,000,000 | 120,000,000 | 120,000,000 | 100,000,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||
Preferred Stock, Shares Issued | 50,570,726 | 50,570,726 | 66,801,653 | |||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | |||||||||||||
Preferred Stock Conversion Price Per Share | $ / shares | $ 1 | |||||||||||||
Series B Convertible Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 55,000 | |||||||||||||
Series B Convertible Preferred Stock [Member] | Minimum [Member] | Next 1 Interactive Inc [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 0.01 | |||||||||||||
Stock Issued During Period Value Subscription | $ | $ 100,000 | |||||||||||||
Series B Convertible Preferred Stock [Member] | Maximum [Member] | Next 1 Interactive Inc [Member] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.05 | $ 0.05 | ||||||||||||
Stock Issued During Period Value Subscription | $ | $ 130,000 | |||||||||||||
Series B Convertible Preferred Stock [Member] | Next 1 Interactive Inc [Member] | ||||||||||||||
Preferred Stock, Shares Authorized | 1,250,000 | 1,250,000 | ||||||||||||
Conversion of Stock, Amount Issued | $ | $ 30,000 | |||||||||||||
Warrant Term | 5 years | |||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||
Number of Shares Designated | 1,000,000 | 1,000,000 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Stock Issued During Period, Shares, New Issues | 26,000 | |||||||||||||
Preferred Stock, Shares Issued | 15,000 | 15,000 | 0 | |||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | |||||||||||||
Preferred Stock Conversion Price Per Share | $ / shares | 0.05 | $ 0.05 | ||||||||||||
Preferred Stock Dividend Accrual | $ | $ 7,610 | $ 7,610 | ||||||||||||
Preferred Stock Stated Value | $ / shares | $ 5 | |||||||||||||
Number of Voting Rights, Votes Per Share | 200 | |||||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||
Number of Shares Designated | 1,000,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |||||||||||
Common Stock One [Member] | Minimum [Member] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.18 | $ 0.18 | ||||||||||||
Common Stock One [Member] | Maximum [Member] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.25 | $ 1.25 | ||||||||||||
Common Stock One [Member] | ||||||||||||||
Class of Warrant or Right, Outstanding | 1,050,000 | 1,050,000 | ||||||||||||
Proceeds From Issuance Of Common Stock And Warrants | $ | $ 120,000 | |||||||||||||
Conversion of Convertible Series B Preferred Shares [Member] | Common Stock [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,100,000 | |||||||||||||
Conversion of Stock, Shares Issued | 1,100,000 | |||||||||||||
Conversion of Stock, Shares Converted | 11,000 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 11,000 | |||||||||||||
Conversion of Convertible Series B Preferred Shares [Member] | ||||||||||||||
Conversion of Stock, Shares Issued | 2,900,000 | |||||||||||||
Conversion of Stock, Amount Issued | $ | $ 485,000 | |||||||||||||
Series B Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||
Conversion of Stock, Amount Issued | $ | $ 55,000 | |||||||||||||
Conversion Of Convertible Series A Preferred Shares [Member] | ||||||||||||||
Conversion of Stock, Shares Issued | 3,314,030 | |||||||||||||
Conversion of Stock, Amount Issued | $ | $ 729,087 | |||||||||||||
Conversion of Convertible Series C Preferred Shares [Member] | ||||||||||||||
Conversion of Stock, Shares Issued | 4,181,000 | |||||||||||||
Conversion of Stock, Amount Issued | $ | $ 440,110 | |||||||||||||
Conversion of Convertible Series D Preferred Shares [Member] | ||||||||||||||
Conversion of Stock, Shares Issued | 2,753,192 | |||||||||||||
Conversion of Stock, Amount Issued | $ | $ 409,662 | |||||||||||||
Convertible Promissory Notes [Member] | Common Stock [Member] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 600,000 | |||||||||||||
Convertible Promissory Notes [Member] | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ | $ 60,000 | |||||||||||||
Share Exchange Agreement [Member] | RealBiz Holdings, Inc [Member] | ||||||||||||||
Shares Exchanged Under Share Exchange Agreement | 90 | |||||||||||||
Share Exchange Agreement [Member] | ||||||||||||||
Shares Exchanged Under Share Exchange Agreement | 3,115,000 | |||||||||||||
Share Exchange Agreement Two [Member] | RealBiz Holdings, Inc [Member] | ||||||||||||||
Shares Exchanged Under Share Exchange Agreement | 25.5 | |||||||||||||
Share Exchange Agreement Two [Member] | ||||||||||||||
Shares Exchanged Under Share Exchange Agreement | 885,000 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Stock Repurchased and Retired During Period, Shares | 16,230,927 | |||||||||||||
Stock Repurchased and Retired During Period, Value | $ | $ 1,639,787 | |||||||||||||
Common Stock [Member] | Consulting Fee [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,673,350 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 581,925 | |||||||||||||
Common Stock [Member] | Next 1 Interactive Inc [Member] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,100,000 | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ | $ 392,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,266,667 | |||||||||||||
Conversion of Stock, Shares Issued | 100,000 | 27,000 | ||||||||||||
Conversion of Stock, Amount Issued | $ | $ 30,000 | $ 13,500 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 0 | |||||||||||||
Warrant [Member] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.50 | $ 0.50 | ||||||||||||
Conversion of Stock, Shares Issued | 100,000 | 9,000 | ||||||||||||
Class of Warrant or Right, Issued During Period | 4,575,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations | 15,078,858 | |||||||||||||
Common Stock Issued for Accrued Interest on Convertible Promissory Notes [Member] | ||||||||||||||
Conversion of Stock, Shares Issued | 738,833 | |||||||||||||
Conversion of Stock, Amount Issued | $ | $ 73,883 | |||||||||||||
Share Price | $ / shares | 0.10 | $ 0.10 | ||||||||||||
Settlement of Deferred Compensation [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,570,000 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 83,210 | |||||||||||||
Share Price | $ / shares | 0.053 | $ 0.053 | ||||||||||||
Employee Stock Option [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 34,000 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 3,855 | |||||||||||||
Common Stock Issued for Accrued Interest on Convertible Promissory Notes [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 418,500 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 41,850 | |||||||||||||
Convertible Promissory Notes 2 [Member] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 600,000 | |||||||||||||
Debt Conversion, Converted Instrument, Amount | $ | $ 18,600 | |||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,416,149 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 159,097 | |||||||||||||
Share Price | $ / shares | $ 0.0466 | $ 0.0466 | ||||||||||||
Debt Instrument, Unamortized Discount | $ | $ 775,780 | $ 775,780 | $ 775,780 | |||||||||||
Dividend Not Declared [Member] | ||||||||||||||
Preferred Stock Dividend Accrual | $ | $ 239,644 | $ 239,644 | ||||||||||||
Common Stock, Shares Authorized | 250,000,000 | 125,000,000 | 250,000,000 | 125,000,000 | 250,000,000 | 250,000,000 | ||||||||
Common Stock And Preferred Stock Authorized | 375,000,000 | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Class of Warrant or Right, Outstanding | 4,875,000 | 4,875,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.13 | $ 0.13 | ||||||||||||
Debt Conversion, Converted Instrument, Amount | $ | $ (49,497) | $ 0 | ||||||||||||
Debt Instrument, Unamortized Discount | $ | 0 | $ 0 | $ 0 | |||||||||||
Common Stock Shares Originally Held In Escrow | 750,000 | |||||||||||||
Stock Retired During Period Value | 750 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 33,520,000 | |||||||||||||
Warrant Term | 2 years | 2 years | 332 days | |||||||||||
Class of Warrant or Right, Issued During Period | 300,000 | |||||||||||||
Preferred Stock Dividend Accrual | $ | $ 915,447 | $ 915,447 |
Note 11 - Related Party Trans38
Note 11 - Related Party Transactions (Details Textual) | 9 Months Ended |
Jul. 31, 2015USD ($) | |
Payments for Rent | $ 6,800 |
Note 12 - Fair Value Measurem39
Note 12 - Fair Value Measurements (Details) | Jul. 31, 2015USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Derivative liabilities | $ 0 |
Fair Value, Inputs, Level 2 [Member] | |
Derivative liabilities | |
Fair Value, Inputs, Level 3 [Member] | |
Derivative liabilities | $ 949,885 |
Derivative liabilities | $ 949,885 |
Note 13 - Subsequent Events (De
Note 13 - Subsequent Events (Details Textual) - USD ($) | Sep. 14, 2015 | Sep. 04, 2015 | Aug. 18, 2015 | Aug. 31, 2015 | Jul. 31, 2015 |
Subsequent Event [Member] | Board of Directors Chairman [Member] | |||||
Conversion of Stock, Shares Converted | 20,000 | ||||
Conversion of Stock, Amount Converted | $ 100,000 | ||||
Subsequent Event [Member] | Monaco Investment Partners, LP [Member] | |||||
Stock Issued During Period, Value, New Issues | $ 100,000 | $ 50,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||
Share Price | $ 0.063 | $ 0.05 | |||
Debt Instrument, Face Amount | $ 50,000 | ||||
Subsequent Event [Member] | Convertible Common Stock [Member] | |||||
Stock Issued During Period, Value, New Issues | $ 18,000 | ||||
Stock Issued During Period, Shares, Issued for Services | 360,000 | ||||
Subsequent Event [Member] | Consulting Agreement [Member] | |||||
Stock Issued During Period, Value, New Issues | $ 9,000 | ||||
Stock Issued During Period, Shares, New Issues | 180,000 | ||||
Subsequent Event [Member] | Common Stock Issued For Conversion Of Promissory Notes [Member] | |||||
Stock Issued During Period, Value, New Issues | $ 58,250 | ||||
Stock Issued During Period, Shares, New Issues | 2,500,000 | ||||
Subsequent Event [Member] | Common Stock Issued for Accrued Interest on Convertible Promissory Notes [Member] | |||||
Stock Issued During Period, Shares, New Issues | 415,500 | ||||
Subsequent Event [Member] | Preferred B to Preferred C [Member] | |||||
Conversion of Stock, Shares Converted | 15,000 | ||||
Subsequent Event [Member] | Debt Converted to Series C Preferred Stock [Member] | |||||
Debt Conversion, Converted Instrument, Shares Issued | 20,000 | ||||
Common Stock Issued for Accrued Interest on Convertible Promissory Notes [Member] | |||||
Stock Issued During Period, Value, New Issues | $ 41,850 | ||||
Stock Issued During Period, Shares, New Issues | 418,500 |