Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2015 | Dec. 15, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Pivot Pharmaceuticals Inc. | |
Entity Central Index Key | 1,464,165 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 74,722,114 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
Balance Sheets
Balance Sheets - CAD | Oct. 31, 2015 | Jan. 31, 2015 |
Current Assets: | ||
Cash | CAD 187,886 | CAD 1,067 |
Amounts receivable | 7,936 | CAD 126 |
Prepaid expense | 12,279 | |
Total current assets | 208,101 | CAD 1,193 |
Property and equipment (Note 3) | 76 | 417 |
Total Assets | 208,177 | 1,610 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 142,593 | CAD 52,388 |
Due to related parties (Note 8) | CAD 1,366 | |
Derivative liabilities (Note 4) | CAD 18,665 | |
Total liabilities | CAD 143,959 | 71,053 |
Stockholders' Deficit | ||
Common stock: Unlimited shares authorized, without par value, 69,888,767 and 65,863,767 shares issued and outstanding, respectively (Note 5) | 8,336,622 | CAD 3,834,265 |
Common stock issuable (Note 5) | 13,814 | |
Additional paid-in capital | 267,586 | CAD 267,586 |
Accumulated deficit | (8,553,804) | (4,171,294) |
Total stockholders’ equity (deficit) | 64,218 | (69,443) |
Total liabilities and stockholders’ equity (deficit) | CAD 208,177 | CAD 1,610 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - shares | Oct. 31, 2015 | Jan. 31, 2015 |
Balance Sheets Parenthetical | ||
Common stock, Shares issued | 69,888,767 | 65,863,767 |
Common stock, Shares outstanding | 69,888,767 | 65,863,767 |
Statements of Operations
Statements of Operations - CAD | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Statements Of Operations | ||||
Revenue | ||||
EXPENSES | ||||
Consulting | CAD (23,105) | CAD 1,039,938 | ||
Depreciation | 113 | CAD 114 | 341 | CAD 341 |
Foreign exchange loss | 5,747 | 10,864 | 11,189 | 7,726 |
General and administrative | 12,230 | CAD 14,077 | 39,634 | 31,355 |
Management fees (Note 8) | (153,178) | 2,857,112 | 3,000 | |
Professional fees | 168,513 | CAD 2,468 | 452,962 | 23,266 |
Total expenses | 10,320 | 27,523 | 4,401,176 | 65,688 |
Loss from operations | CAD (10,320) | CAD (27,523) | CAD (4,401,176) | (65,688) |
Other (expenses) income | ||||
Accretion of discount on convertible debentures | (7,304) | |||
Financing costs | (90,000) | |||
(Loss) gain on change in fair value of derivative liabilities | CAD (130,089) | CAD 18,665 | 78,294 | |
Interest expense | (10,109) | (28,719) | ||
Total other income (expenses) | (140,198) | CAD 18,665 | (47,729) | |
Net loss | CAD (10,320) | CAD (167,721) | CAD (4,382,511) | CAD (113,417) |
Net loss per share, basic | CAD 0 | CAD 0 | CAD (0.06) | CAD 0 |
Net loss per share, diluted | CAD 0 | CAD 0 | CAD (0.06) | CAD 0 |
Weighted average shares outstanding - basic | 85,570,289 | 11,576,707 | 76,886,477 | 11,007,400 |
Weighted average shares outstanding - diluted | 85,570,289 | 11,576,707 | 76,886,477 | 11,007,400 |
Statements of Cash Flows
Statements of Cash Flows - CAD | 9 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Operating activities | ||
Net loss | CAD (4,382,511) | CAD (113,417) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accretion of discount on convertible debentures | 7,304 | |
Depreciation | CAD 341 | 341 |
Gain on change in fair value of derivative liabilities | CAD (18,665) | (78,292) |
Stock issued for financing costs | CAD 90,000 | |
Stock issued/issuable for services | CAD 4,206,292 | |
Services contributed by officer | CAD 3,000 | |
Changes in operating assets and liabilities: | ||
Amounts receivable | CAD (7,810) | CAD (749) |
Prepaid expense | (12,279) | |
Accounts payable and accrued liabilities | 90,205 | CAD 45,288 |
Due to related parties | 1,366 | 39,351 |
Net cash provided by operating activities | CAD (123,061) | (7,174) |
Financing activities | ||
Proceeds from loan payable | CAD 7,500 | |
Proceeds from stock issued | CAD 309,880 | |
Net cash provided by financing activities | 309,880 | CAD 7,500 |
Increase in cash | 186,819 | 326 |
Cash - beginning of period | 1,067 | 1,044 |
Cash - end of period | CAD 187,886 | CAD 1,370 |
Supplemental disclosures: | ||
Interest paid | ||
Income tax paid |
Nature of Operations and Contin
Nature of Operations and Continuance of Business | 9 Months Ended |
Oct. 31, 2015 | |
Notes to Financial Statements | |
Note 1. Nature of Operations and Continuance of Business | Pivot Pharmaceuticals Inc. (formerly Neurokine Pharmaceuticals Inc.) (the "Company") was incorporated in British Columbia under the Business Corporations Act on June 10, 2002. On April 7, 2015, the Company changed its name from Neurokine Pharmaceuticals Inc. to Pivot Pharmaceuticals Inc. The Company is in the business of developing and commercializing new uses for existing prescription drugs in the area of women's health and development of novel therapies for gynecological cancers. These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at October 31, 2015, the Company has not earned any revenue and has an accumulated deficit of $8,553,804. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing. These factors raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2015 | |
Notes to Financial Statements | |
Note 2. Significant Accounting Policies | (a) Basis of Presentation The financial statements and the related notes of the Company are prepared in accordance with generally accepted accounting principles in the United States and are expressed in Canadian dollars. The Company's fiscal year-end is January 31. (b) Use of Estimates The preparation of these financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, assumptions used to determine the fair values of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. (c) Interim Financial Statements These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. (d) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at October 31 and January 31, 2015, the Company had no cash equivalents. (e) Property and Equipment Property and equipment is comprised of office equipment and is recorded at cost. The Company amortizes the cost of equipment on a straight-line basis over their estimated useful life of five years. (f) Long-lived Assets In accordance with ASC 360, "Property, Plant and Equipment", the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value, which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. (g) Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation Stock-Based Compensation (h) Derivative Financial Instruments Derivative financial instruments that are not classified as equity and are not used in hedging relationships are measured at fair value. Subsequent changes to fair value are recorded in the statement of operations. (i) Earnings (Loss) Per Share The Company computes net earnings (loss) per share in accordance with ASC 260, Earnings Per Share. (j) Comprehensive Loss ASC 220, Comprehensive Income (k) Research and Development Costs Research costs are expensed in the period that they are incurred. (l) Financial Instruments and Fair Value Measures ASC 820, Fair Value Measurements Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's financial instruments consist principally of cash, amounts receivable, accounts payable and accrued liabilities and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets and derivative liabilities is determined based on "Level 2" inputs, as determined by observable market data. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. (m) Foreign Currency Translation The Company's functional currency and its reporting currency is the Canadian dollar and foreign currency transactions are primarily undertaken in United States dollars. Monetary assets and liabilities are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Expenses are translated at average rates for the period. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. (n) Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Oct. 31, 2015 | |
Notes to Financial Statements | |
Note 3. Property and Equipment | Cost $ Accumulated amortization $ October 31, 2015 Net carrying value $ January 31, 2015 Net carrying value $ (unaudited) Office furniture and equipment 2,276 2,200 76 417 Depreciation expense included as a charge to income was $341 and $341 for the nine months ended October 31, 2015 and 2014, respectively. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Oct. 31, 2015 | |
Notes to Financial Statements | |
Note 4. Derivative Liabilities | Derivative liabilities consist of share purchase warrants originally issued in private placements with conversion/exercise prices denominated in United States dollars, which differs from the Company's functional currency. The fair values of these derivative liabilities are as follows: October 31, 2015 $ January 31, 2015 $ (unaudited) 380,000 warrants expiring on July 30, 2015 18,665 The fair values of derivative financial liabilities were determined using the Black-Scholes option pricing model, using the following assumptions: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) As at issuance date: 380,000 warrants expiring on July 30, 2015 125 % 1.26 % 0 % 4.50 As at October 31, 2015: No warrants outstanding |
Common Stock
Common Stock | 9 Months Ended |
Oct. 31, 2015 | |
Notes to Financial Statements | |
Note 5. Common Stock | On August 24, 2015, 100,000 shares of common stock were issued to a service provider and valued at $70,791 using the market price of the stock on the date of issuance. On August 1, 2015, 25,000 shares of common stock were issued to a member of the Company's Scientific Advisory Board and valued at $11,939 using the market price of the stock on the date of issuance. An additional 75,000 shares of common stock are held in escrow and will be released as follows: 25,000 shares of common stock on each of January 31, 2016, July 31, 2016 and January 31, 2017. For the nine months ended October 31, 2015, an additional $13,814 was recognized for services provided, which was valued using the market price of the stock on October 31, 2015. In July 2015, 1,000,000 shares of common stock were issued for cash proceeds of $261,036 or $0.12 per share. In April 2015, 400,000 shares of common stock were issued for cash proceeds of $48,844 or $0.26 per share. On April 15, 2015, the Company issued 2,500,000 shares of common stock to a service provider and an officer for services provided valued at $298,063. The value of the common stock was based on the market price of the stock on the date of issuance. On March 6, 2015, 10,000,000 shares of common stock were issued to directors, an officer and a consultant (the "shareholders") and valued at $1,120,140 using the market price of the stock on the date of issuance. An additional 30,000,000 shares of common stock were held in escrow and to be released as follows: 10,000,000 shares of common stock on each of August 25, 2015, February 25, 2016 and February 25, 2017. On August 25, 2015, 10,000,000 shares of common stock were released to the shareholders. In October 2015, the shareholders returned 20,000,000 shares of common stock issued and received to the Company for cancellation. On the same date, the remaining 20,000,000 shares of common stock held in escrow were returned to the Company for cancellation. |
Share Purchase Warrants
Share Purchase Warrants | 9 Months Ended |
Oct. 31, 2015 | |
Notes to Financial Statements | |
Note 6. Share Purchase Warrants | The following table summarizes the continuity of share purchase warrants: Number of Warrants Weighted Average Exercise Price (US$) Balance, January 31, 2015 and 2014 380,000 0.05 Expired (380,000 ) (0.05 ) Balance, October 31, 2015 As at October 31, 2015, there were no share purchase warrants outstanding. |
Stock Options
Stock Options | 9 Months Ended |
Oct. 31, 2015 | |
Notes to Financial Statements | |
Note 7. Stock Options | The following table summarizes the continuity of the Company's stock options: Number of Options Weighted Average Exercise Price (US$) Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (US$) Outstanding and exercisable, January 31, 2015 and 2014 80,000 0.05 0.30 / 1.30 Expired (80,000 ) (0.05 ) (0.30 ) Outstanding and exercisable, October 31, 2015 As at October 31, 2015, there were no stock options outstanding. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 31, 2015 | |
Notes to Financial Statements | |
Note 8. Related Party Transactions | As at October 31, 2015, the Company owed $1,118 (January 31, 2015 - $nil) to a director of the Company, which is unsecured, non-interest bearing and due on demand. 16,512,521 shares of common stock were issued in January 2015 in settlement of $191,977 of amounts due to this director. As at October 31, 2015, the Company owed $249 (January 31, 2015 - $nil) to an officer of the Company, respectively. Both amounts are unsecured, non-interest bearing and due on demand. On April 29, 2015, the Company issued 100,000 shares of common stock to an officer and director for cash proceeds of $12,072 or $0.12 per share. On April 15, 2015, the Company issued 2,000,000 shares of common stock to an officer for services provided. This $238,450 of compensation expense has been included in professional fees. On March 6, 2015, 7,500,000 shares of common stock were issued to directors and an officer. On August 25, 2015, a further 7,500,000 shares of common stock were issued to these directors and officer. In October 2015, these directors and officer returned all 15,000,000 shares of common stock to the Company for cancellation. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2015 | |
Notes to Financial Statements | |
Note 9. Subsequent Events | (a) Business Acquisition On November 20, 2015, the Company completed the acquisition of IndUS Pharmaceuticals, Inc. ("IndUS"), a Delaware corporation, pursuant to an Agreement and Plan of Merger and Acquisition Agreement dated as of November 4, 2015 among the Company, Pivot Pharma U.S. Inc., a wholly owned subsidiary of the Company, IndUS and Sindu Research Laboratories Pvt Ltd. As consideration for the purchase, the Company issued 4,512,500 shares of common stock immediately and 237,500 shares of common stock on December 4, 2015. The Company will also grant 41,833 options to purchase common stock of the Company before December 31, 2015. The following is a summary of the pro forma assets, liabilities and shareholders' equity to show the effects of the transactions described above as though they had occurred as of October 31, 2015. The unaudited pro forma information is only illustrative and does not necessarily reflect the financial position of the Company that would have resulted had the transactions actually occurred as of October 31, 2015. October 31, 2015 Note Total assets 275,512 Total liabilities 1,588,231 (i) Total shareholders' equity (1,312,719 ) ____________________ (i) Included in total pro forma liabilities of $1,588,231 are approximately $1,119,000 (US$ 856,000) of liabilities in IndUS which were settled prior to the Company's acquisition. After all consideration for the acquisition has been made, the Company's stockholders' equity is expected to be as follows on December 4, 2015: October 31, 2015 Adjustments Notes December 4, 2015 Common stock 8,336,622 5,696,482 (i), (ii) 14,033,104 Common stock issuable 13,814 6,817 (iii) 20,631 Additional paid-in capital 267,586 134,778 (i), (iv) 402,364 Accumulated deficit (8,553,804 ) (115,249 ) (v) (8,669,053 ) Total stockholders' equity (deficit) 64,218 5,722,828 5,787,046 ____________________ (i) 4,750,000 shares of common stock of the Company, with a fair market value of $5,680,051, were issued and 41,833 options to purchase common stock of the Company, with a fair market value of $61,396, were granted pursuant to the acquisition of IndUS. (ii) 11,559 shares of common stock of the Company, with a fair market value of $16,431, are issued to the Company's Chief Executive Officer for services. (iii) $6,817 is recognized for services performed by a member of the Company's Scientific Advisory Board, which was valued using the market price of the common stock on December 4, 2015. (iv) 200,000 options to purchase common stock of the Company, with a fair market value of $73,382, were granted to two members of the Company's Scientific Advisory Board (Note 9(b)). (v) The Company incurred a net loss of $115,249 from November 1 to December 4, 2015. (b) Stock Options On December 1, 2015, the Company granted 200,000 options to purchase capital stock of the Company pursuant to members of the Company's Scientific Advisory Board. Terms of the options include: · Exercise price of US$0.25; · Term of five years; and · 25,000 vesting immediately, 25,000 vesting on May 31, 2016, 25,000 vesting on November 30, 2016 and 25,000 vesting on May 31, 2017. On December 15, 2015, the Company granted 6,000,000 options to purchase capital stock of the Company to directors and a consultant. Terms of the options include: · Exercise price of US$0.10; · Term of five years; and · Immediate vesting. |
Significant Accounting Polici15
Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2015 | |
Significant Accounting Policies Policies | |
Basis of Presentation | The financial statements and the related notes of the Company are prepared in accordance with generally accepted accounting principles in the United States and are expressed in Canadian dollars. The Company's fiscal year-end is January 31. |
Use of Estimates | The preparation of these financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, assumptions used to determine the fair values of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Interim Financial Statements | These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. |
Cash and Cash Equivalents | The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at October 31 and January 31, 2015, the Company had no cash equivalents. |
Property and Equipment | Property and equipment is comprised of office equipment and is recorded at cost. The Company amortizes the cost of equipment on a straight-line basis over their estimated useful life of five years. |
Long-lived Assets | In accordance with ASC 360, "Property, Plant and Equipment", the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value, which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. |
Stock-Based Compensation | The Company records stock-based compensation in accordance with ASC 718, Compensation Stock-Based Compensation |
Derivative Financial Instruments | Derivative financial instruments that are not classified as equity and are not used in hedging relationships are measured at fair value. Subsequent changes to fair value are recorded in the statement of operations. |
Earnings (Loss) Per Share | The Company computes net earnings (loss) per share in accordance with ASC 260, Earnings Per Share. |
Comprehensive Loss | ASC 220, Comprehensive Income |
Research and Development Costs | Research costs are expensed in the period that they are incurred. |
Financial Instruments and Fair Value Measures | ASC 820, Fair Value Measurements Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's financial instruments consist principally of cash, amounts receivable, accounts payable and accrued liabilities and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets and derivative liabilities is determined based on "Level 2" inputs, as determined by observable market data. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. |
Foreign Currency Translation | The Company's functional currency and its reporting currency is the Canadian dollar and foreign currency transactions are primarily undertaken in United States dollars. Monetary assets and liabilities are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Expenses are translated at average rates for the period. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. |
Recent Accounting Pronouncements | The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Property And Equipment Tables | |
Property and Equipment | Cost $ Accumulated amortization $ October 31, 2015 Net carrying value $ January 31, 2015 Net carrying value $ (unaudited) Office furniture and equipment 2,276 2,200 76 417 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Derivative Liabilities Tables | |
Schedule of Derivative Liabilities at Fair Value | The fair values of these derivative liabilities are as follows: October 31, 2015 $ January 31, 2015 $ (unaudited) 380,000 warrants expiring on July 30, 2015 18,665 |
Schedule of Interest Rate Derivatives | The fair values of derivative financial liabilities were determined using the Black-Scholes option pricing model, using the following assumptions: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) As at issuance date: 380,000 warrants expiring on July 30, 2015 125 % 1.26 % 0 % 4.50 As at October 31, 2015: No warrants outstanding |
Share Purchase Warrants (Tables
Share Purchase Warrants (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Share Purchase Warrants Tables | |
Schedule of continuity of share purchase warrants | The following table summarizes the continuity of share purchase warrants: Number of Warrants Weighted Average Exercise Price (US$) Balance, January 31, 2015 and 2014 380,000 0.05 Expired (380,000 ) (0.05 ) Balance, October 31, 2015 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Stock Options Tables | |
Schedule of Stock Options | The following table summarizes the continuity of the Company's stock options: Number of Options Weighted Average Exercise Price (US$) Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (US$) Outstanding and exercisable, January 31, 2015 and 2014 80,000 0.05 0.30 / 1.30 Expired (80,000 ) (0.05 ) (0.30 ) Outstanding and exercisable, October 31, 2015 |
Nature of Operations and Cont20
Nature of Operations and Continuance of Business (Details Narrative) - CAD | Oct. 31, 2015 | Jan. 31, 2015 |
Nature Of Operations And Continuance Of Business Details Narrative | ||
Accumulated deficit | CAD (8,553,804) | CAD (4,171,294) |
Significant Accounting Polici21
Significant Accounting Policies (Details Narrative) - shares | 9 Months Ended | 12 Months Ended |
Oct. 31, 2015 | Jan. 31, 2015 | |
Significant Accounting Policies Details Narrative | ||
Potentially dilutive shares | 0 | 460,000 |
Property and Equipment (Details
Property and Equipment (Details) - CAD | Oct. 31, 2015 | Jan. 31, 2015 |
Net carrying value | CAD 76 | CAD 417 |
Office furniture and equipment [Member] | ||
Cost | 2,276 | |
Accumulated amortization | CAD 2,200 |
Property and Equipment (Detai23
Property and Equipment (Details Narrative) - CAD | 9 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Notes to Financial Statements | ||
Depreciation expense | CAD 341 | CAD 341 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - CAD | Oct. 31, 2015 | Jan. 31, 2015 |
380,000 Warrants Expiring on July 30, 2015 | ||
Derivative liabilities | CAD 18,665 | |
380,000 Warrants Expiring on July 30, 2015 | ||
Derivative liabilities |
Derivative Liabilities (Detai25
Derivative Liabilities (Details 1) - As at issuance date 380,000 Warrants Expiring on July 30, 2015 | 9 Months Ended | 12 Months Ended |
Oct. 31, 2015 | Jan. 31, 2015 | |
Fair Value Assumptions, Expected Volatility Rate | 125.00% | |
Fair Value Assumptions, Risk Free Interest Rate | 1.26% | |
Fair Value Assumptions, Expected Dividend Rate | 0.00% | |
Fair Value Assumptions, Expected Life (in years) | 4 years 6 months |
Share Purchase Warrants (Detail
Share Purchase Warrants (Details) | 9 Months Ended |
Oct. 31, 2015CAD / sharesshares | |
Number of Warrants | |
Outstanding and exercisable, Beginning Balance | shares | 380,000 |
Number of warrants, Expired | shares | (380,000) |
Outstanding and exercisable, Ending Balance | shares | |
Weighted Average Exercise Price | |
Weighted Average Exercise Price, Beginning Balance | CAD / shares | CAD 0.05 |
Weighted Average Exercise Price, Expired | CAD / shares | CAD (0.05) |
Weighted Average Exercise Price, Ending Balance | CAD / shares |
Stock Options (Details)
Stock Options (Details) - CAD | 9 Months Ended | 12 Months Ended |
Oct. 31, 2015 | Jan. 31, 2015 | |
Outstanding and exercisable, Beginning Balance | 380,000 | 380,000 |
Outstanding and exercisable, Expired | (380,000) | |
Outstanding and exercisable, Ending Balance | 380,000 | |
Weighted Average Exercise Price, Beginning Balance | CAD 0.05 | CAD 0.05 |
Weighted Average Exercise Price, Expired | CAD (0.05) | |
Weighted Average Exercise Price, Ending Balance | CAD 0.05 | |
Stock Option [Member] | ||
Outstanding and exercisable, Beginning Balance | 80,000 | 80,000 |
Outstanding and exercisable, Expired | (80,000) | |
Outstanding and exercisable, Ending Balance | 80,000 | |
Weighted Average Exercise Price, Beginning Balance | CAD 0.05 | CAD 0.05 |
Weighted Average Exercise Price, Expired | CAD (0.05) | |
Weighted Average Exercise Price, Ending Balance | CAD 0.05 | |
Weighted Average Remaining Contractual Term, Beginning Balance | 1 year 3 months 18 days | |
Weighted Average Remaining Contractual Term, Expired | 3 months 18 days | |
Aggregate Intrinsic Value, Beginning Balance | ||
Aggregate Intrinsic Value, Expired | ||
Aggregate Intrinsic Value, Ending Balance | ||
Stock Option [Member] | Minimum [Member] | ||
Weighted Average Remaining Contractual Term, Beginning Balance | 3 months 18 days | |
Stock Option [Member] | Maximum [Member] | ||
Weighted Average Remaining Contractual Term, Beginning Balance | 1 year 3 months 18 days |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - CAD | Oct. 31, 2015 | Jan. 31, 2015 |
Due to related parties | CAD 1,366 | |
Officer [Member] | ||
Due to related parties | CAD 249 | CAD 0 |