Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Oct. 31, 2014 | Dec. 15, 2014 | |
Document And Entity Information | ||
Entity Registrant Name | Imerjn Inc. | |
Entity Central Index Key | 1499274 | |
Document Type | 10-Q | |
Document Period End Date | 31-Oct-14 | |
Amendment Flag | TRUE | |
Amendment Description | This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of Xumanii International Holdings Corp. (the “Company”) for the quarter ended October 31, 2014 (the “Original Filing”), that was originally filed with the U.S. Securities and Exchange Commission on December 15, 2014. The Amendment is being filed to submit Exhibit 101 and updated financial statements and notes on accounts. | |
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officers are filed as exhibits hereto. | ||
Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing, as well as the Company’s other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing. | ||
Current Fiscal Year End Date | -24 | |
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 | 800,195 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Oct. 31, 2014 | Jul. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $189,897 | $135,906 |
Accounts receivable | 1,177 | 2,593 |
Inventories | 33,828 | 28,484 |
Notes receivable - related party | 218,501 | 258,501 |
Other current assets | 4,776 | 4,776 |
Total current assets | 448,179 | 430,260 |
Fixed assets, net of accumulated depreciation of $0 and $0, | 5,700 | 5,700 |
Goodwill | 2,160,494 | 2,160,494 |
Intangible assets, net of accumulated amortization | 774,132 | 815,386 |
Total assets | 3,388,505 | 3,411,840 |
Current liabilities | ||
Accounts payable and accrued liabilities | 499,107 | 516,389 |
Deferred revenues | 14,526 | 15,010 |
Notes payable | 739,522 | 797,242 |
Convertible notes payable, net of discounts of $668,749 and $769,941, respectively | 1,142,547 | 1,065,375 |
Derivative liabilities | 1,894,891 | 5,656,736 |
Total current liabilities | 4,290,593 | 8,050,752 |
Commitment and contingencies | ||
Stockholders' deficit | ||
Series A redeemable convertible preferred stock; $0.00001 par value; 100,000,000 shares authorized; 5,000,000 shares issued and outstanding, Series B convertible preferred stock, $0.00001 par value; 100,000,000 shares authorized; 10,000,000 and 0 shares issued and outstanding, respectively | 150 | 50 |
Common stock, $0.00001 par value; 10,000,000,000 and 450,000,000 shares authorized; 636,228 and 222,873 shares issued and outstanding, respectively | 6 | 2 |
Additional paid-in capital | 12,031,849 | 8,951,649 |
Accumulated deficit | -12,934,093 | -13,590,613 |
Total stockholders' deficit | -902,088 | -4,638,912 |
Total liabilities and stockholders' deficit | 3,388,505 | 3,411,840 |
Series A Preferred Stock | ||
Stockholders' deficit | ||
Series A redeemable convertible preferred stock; $0.00001 par value; 100,000,000 shares authorized; 5,000,000 shares issued and outstanding, Series B convertible preferred stock, $0.00001 par value; 100,000,000 shares authorized; 10,000,000 and 0 shares issued and outstanding, respectively | 50 | 50 |
Total stockholders' deficit | 50 | 50 |
Total liabilities and stockholders' deficit | 50 | 50 |
Series B Preferred Stock | ||
Stockholders' deficit | ||
Series A redeemable convertible preferred stock; $0.00001 par value; 100,000,000 shares authorized; 5,000,000 shares issued and outstanding, Series B convertible preferred stock, $0.00001 par value; 100,000,000 shares authorized; 10,000,000 and 0 shares issued and outstanding, respectively | 100 | |
Total stockholders' deficit | 100 | |
Total liabilities and stockholders' deficit | $100 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Oct. 31, 2014 | Jul. 31, 2014 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares issued | 15,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 15,000,000 | 5,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 10,000,000,000 | 450,000,000 |
Common stock, shares issued | 636,228 | 222,873 |
Common stock, shares outstanding | 636,228 | 222,873 |
Net accumulated depreciation | $0 | $0 |
Convertible notes payable, net of discount | $668,749 | $769,941 |
Series A Preferred Stock | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Series B Preferred Stock | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 10,000,000 | 0 |
Preferred stock, shares outstanding | 10,000,000 | 0 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (Unaudited) (USD $) | 3 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Income Statement [Abstract] | ||
Revenues | $278,323 | |
Cost of revenues | 140,537 | |
Gross profit (loss) | 137,786 | |
Operating expenses: | ||
General and administrative | 1,897,567 | 80,428 |
Depreciation, depletion and amortization | 41,254 | 2,526 |
Loss on extinguishment of debt | -22,816 | |
Loss on disposal of assets | -52,781 | |
Total operating expenses | 1,961,637 | 135,735 |
Operating losses | -1,823,851 | -135,735 |
Other income (expense) : | ||
Gain on change in fair value of derivatives | 3,647,523 | |
Interest expense | 1,167,152 | 29,573 |
Total other income (expense) | 2,480,371 | -29,573 |
Net income (loss) | $656,520 | ($165,308) |
Weighted average number of common shares outstanding -basic | 458,238 | 27,161 |
Weighted average number of common shares outstanding -diluted | 911,682 | 27,161 |
Net income (loss) per common share - basic | $1.43 | ($6.10) |
Net income (loss) per common share - diluted | $0.77 | ($6.10) |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $656,520 | ($165,308) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization expense | 41,254 | 2,526 |
Stock based compensation | 1,500,000 | 12,486 |
Amortization of debt discount | 559,663 | 26,791 |
Fair value of derivative liabilities in excess of face value of convertible notes payable | 537,706 | |
Gain on change in fair value of financial derivatives | 3,647,523 | |
Gain on extinguishment of debt | -22,816 | |
Imputed interest | 21,400 | |
Loss on disposal of fixed assets | -52,781 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | -1,416 | |
Inventories | 5,344 | |
Accounts payable and accrued liabilities | -17,283 | 64,106 |
Deferred revenues | -484 | |
Net cash used in operating activities of operations | -351,259 | -24,495 |
CASH FLOW INVESTING ACTIVITIES | ||
Cash received for notes receivable b related party | 40,000 | |
Net cash provided by investing activities | 40,000 | |
CASH FLOW FINANCING ACTIVITIES | ||
Proceeds from loans payable | 74,301 | |
Repayments on loans payable | 2,000 | |
Proceeds from convertible notes payable, net | 367,250 | |
Advances from related parties | 78,355 | |
Repayment of related party advances | 48,250 | |
Net cash provided by financing activities | 365,250 | 104,406 |
NET CHANGE IN CASH | 53,991 | -2,760 |
CASH AT BEGINNING OF PERIOD | 135,906 | 8,725 |
CASH AT END OF PERIOD | 189,897 | 5,965 |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | ||
Income tax paid | ||
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of convertible notes payable and embedded derivative liabilities to common stock | 1,557,484 | |
Debt discount from embedded derivative conversion feature | 422,970 | |
Conversion of loans payable to convertible notes payable | $55,720 |
Nature_Of_Operations_And_Summa
Nature Of Operations And Summary Of Significant Accounting Policies | 3 Months Ended | ||||||||||||||||
Oct. 31, 2014 | |||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||
Nature of Operations and Summary of Significant Accounting Policies | NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||
Nature of Business | |||||||||||||||||
Imerjn. Inc. (the “Company” or “Imerjn”) (formerly Xumanii International Holdings Corp.) was incorporated in Nevada on May 6, 2010. | |||||||||||||||||
The Company was a platform that broadcasted live events in HD with a new technology that combines hardware and a software platform to broadcast from multiple cameras, wirelessly an event with an extremely low production cost until September 30, 2013. In October 2013, the business plan for Imerjn was changed to enter into the branded tablet market, cloud storage market and app market and pursue acquisitions that may be synergistic to the company’s focus in various technologies. | |||||||||||||||||
The Company completed an acquisition of Rocky Mountain Tracking Inc. (“RMT”), an established provider of GPS tracking solutions in North America on July 21, 2014. RMT was incorporated in Colorado in 2004 and has been a leading provider of GPS tracking solutions. It offers several GPS trackers and GPS tracking systems that are ideal for personal or business use. RMT’s software is proprietary and enables users to track the movement of virtually anything using tracking devices. The Company’s new website is www.imerjn.com. | |||||||||||||||||
The Company's board of directors approved a 1:10,000 reverse split of the Company's common stock which was approved by the Financial Industry Regulatory Authority on November 19, 2014. All share and per share amounts in the consolidated financial statements and footnotes have been retroactively restated for the impact of the reverse split. Also in November 2014, the Company's name changed to Imerjn Inc. and the Company has applied for a new symbol, IMJN, which is expected to be approved and effective on December 17, 2014. | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The consolidated financial statements include the Company’s accounts and those of the Company’s wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. | |||||||||||||||||
Basis of Presentation | |||||||||||||||||
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in Imerjn’s Annual Report filed with the SEC on Form 10-K for the year ended July 31, 2014. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements for the three months ended October 31, 2014, which substantially duplicate the disclosures contained in the audited consolidated financial statements for the year ended July 31, 2014 as reported in the Form 10-K have been omitted. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s most significant estimates relate to the fair value estimates of the Company’s derivative liabilities. | |||||||||||||||||
Reclassification | |||||||||||||||||
Certain prior period amounts have been reclassified to conform to current period presentation. | |||||||||||||||||
Basic and Diluted Earnings (Loss) Per Common Share | |||||||||||||||||
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the three months ended October 31, 2014, the Company included the dilutive effect of 453,444 shares of common stock issuable upon conversion of convertible notes payable. During the three months ended October 31, 2013, there were no potentially dilutive securities outstanding. | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. | |||||||||||||||||
Accounts Receivable | |||||||||||||||||
Trade accounts receivable is recorded net of an allowance for expected losses. The allowance is estimated from historical performance and projections of trends. Management closely monitors outstanding balances and writes off, as of year-end, all balances that are not expected to be collected by the time the financial statements are issued. No allowance was required as of July 31, 2014 and 2013. | |||||||||||||||||
Inventory | |||||||||||||||||
Inventories are stated at the lower of cost or market. Cost is determined by the average cost method for all inventories. Inventories consist primarily of components and finished products held for sale. Rapid technological change and new product introductions and enhancements could result in excess or obsolete inventory. To minimize this risk, Imerjn evaluates inventory levels and expected usage on a periodic basis and records adjustments as required. | |||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and Equipment are stated at cost. Depreciation is computed over the estimated useful lives of the related assets using the straight-line method for financial reporting purposes. | |||||||||||||||||
Expenditures for normal repairs and maintenance are charged to expense as incurred. Significant renewals and improvements are capitalized. The cost and related accumulated depreciation of assets retired or otherwise disposed of are eliminated from the accounts, and any resulting gain or loss is recognized in the year of disposal. | |||||||||||||||||
Intangible assets | |||||||||||||||||
Intangible assets with definite lives are recorded at cost and amortized using the straight-line method over their estimated useful lives. | |||||||||||||||||
Impairment of Long-Lived Assets | |||||||||||||||||
Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable or at a minimum annually during the fourth quarter of the year. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying value to determine if an impairment of such asset is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset and its carrying value. | |||||||||||||||||
Financial Derivatives | |||||||||||||||||
All derivatives are recorded at fair value on the balance sheet. Fair values for securities traded in the open market and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates. | |||||||||||||||||
Fair Value Measurement | |||||||||||||||||
The Company values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. | |||||||||||||||||
As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). | |||||||||||||||||
The three levels of the fair value hierarchy defined by ASC 820 are as follows: | |||||||||||||||||
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. | |||||||||||||||||
Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. | |||||||||||||||||
Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments. | |||||||||||||||||
The following tables set forth assets and liabilities measured at fair value on a recurring and non-recurring basis by level within the fair value hierarchy as of October 31, 2014 and July 31, 2014. As required by ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Derivative liabilities: | |||||||||||||||||
At October 31, 2014 | $ | — | $ | — | $ | 1,894,891 | $ | 1,894,891 | |||||||||
At July 31, 2014 | $ | — | $ | — | $ | 5,656,736 | $ | 5,656,736 | |||||||||
Income Taxes | |||||||||||||||||
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes a deferred tax asset for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company recognizes revenues on sale of goods when (1) there is persuasive evidence of an arrangement with the customer, (2) product risk and title has passed which generally coincides with the shipment of the products to the customer, (3) amount due from the customer is fixed or determinable, and (4) collectability is reasonably assured. Customer discounts and allowances are netted against revenues. | |||||||||||||||||
Subscription revenue is generated from the GPS tracking services provided. Customers are to be billed monthly, quarterly and annually. Subscription revenue is recognized ratably over the term of the subscription period. The Company records deferred revenues for the services to be performed subsequent to the yearend. | |||||||||||||||||
Cost of Subscription | |||||||||||||||||
Cost of subscription revenue is primarily comprised of the costs associated with the GPS tracking services that provided by the third parties. | |||||||||||||||||
Shipping and Handling | |||||||||||||||||
The Company bills the customers for, and recognizes as revenue, any charges for shipping and handling costs. The related costs are recognized as cost of sales. | |||||||||||||||||
Stock-based Compensation | |||||||||||||||||
The Company estimates the fair value of each stock option award at the grant date by using the Black-Scholes option pricing model and common shares based on the last quoted market price of the Company’s common stock on the date of the share grant. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest, the Company reduces the expense for estimated forfeitures based on historical forfeiture rates. Previously recognized compensation costs may be adjusted to reflect the actual for feature rate for the entire award at the end of the vesting period. Excess tax benefits, if any, are recognized as an addition to paid-in capital. | |||||||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||||||
The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow. | |||||||||||||||||
Subsequent Events | |||||||||||||||||
The Company has evaluated all transactions from October 31, 2014 through the financial statement issuance date for subsequent event disclosure consideration. |
Going_Concern
Going Concern | 3 Months Ended |
Oct. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 – GOING CONCERN |
These financial statements have been prepared on a going concern basis, which implies Imerjn will continue to meet its obligations and continue its operations for the next twelve months. As of October 31, 2014, the Company has an accumulated deficit of $12,934,093, limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs for the next twelve month period. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of Imerjn as a going concern is dependent upon financial support from its stockholders, the ability of Imerjn to obtain necessary equity financing to continue operations, and the attainment of profitable operations. | |
Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Imerjn be unable to continue as a going concern. |
Intangible_Assets
Intangible Assets | 3 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Intangible Assets | NOTE 3 – INTANGIBLE ASSETS | ||||||||
October 31, | July 31, | ||||||||
2014 | 2014 | ||||||||
Customer list | $ | 273,393 | $ | 273,393 | |||||
Software licenses | 60,000 | 60,000 | |||||||
Websites | 152,848 | 152,848 | |||||||
Patents | 350,842 | 350,842 | |||||||
Total intangible assets | 837,083 | 837,083 | |||||||
Accumulated amortization of intangible assets | (62,951 | ) | (21,697 | ) | |||||
Total intangible assets | $ | 774,132 | $ | 817,921 | |||||
The Company amortizes its intangibles over their useful lives which range from 3-15 years. Amortization expense for the three months ended October 31, 2014 and 2013 were $41,254 and $0, respectively. |
Notes_Payable
Notes Payable | 3 Months Ended |
Oct. 31, 2014 | |
DisclosureNotesPayableAbstract | |
Notes Payable | NOTE 4 – NOTES PAYABLE |
As of October 31, 2014, the Company had the following loans payable outstanding: | |
Convertible notes: | |
On October 10, 2013, the Company entered into a convertible promissory note with a third party for $37,500, with an initial discount of $2,500. The note bears interest at 8% and a maturity date of July 12, 2014. In the event that the note remains unpaid at that date, the Company will pay default interest at 22%. The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 51% of the average of the three trading prices during the 10 trading days prior to the conversion date. | |
On March 17, 2014, the Company entered into a convertible promissory note with a third party for $53,500. The note bears interest at 8% and a maturity date of December 19, 2014. The lender has the right after a period of 270 days to convert the balance outstanding into the Company's common stock at a rate equal to 45% of the lowest trading prices during the 30 trading days prior to the conversion date. | |
On October 21, 2013, the Company entered into a convertible note with a third party for $25,000. This note bears an interest rate of 12% per annum and is due April 21, 2014. The lender has the right at any time prior to the maturity date to convert the principal and interest outstanding into the Company's common stock at a rate equal to 50% of the average of three lowest closing prices during the ten trading days prior to the conversion date. | |
On March 24, 2014, the Company entered into a convertible promissory note with a third party for $100,000. The note bears interest at 12% and a maturity date of September 24, 2014. The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the average of the three trading prices during the 20 trading days prior to the conversion date | |
On October 23, 2013, the Company entered into a promissory note with a third party for $500,000, with an initial discount of $50,000. During the three months ended October 31, 2013, the Company received the first advance of $50,000. During the three months ended April 30, 2014 the Company received an additional $125,000. The note has a maturity date of two years from effective date of each payment and bears and interest rate of 12%. The note can be converted into the Company’s common stock at lessor of $0.03 or 60% of the lowest trade price in the 25 trading days previous to the conversion. | |
On December 23, 2013, the Company entered into a note purchase agreement with a third party to purchase a Convertible Promissory Note for $113,500, with an initial discount of $13,500. This note bears an interest rate of 8% per annum and is due December 27, 2014. The lender has the right at any time on or after 90 days from the issuance date to convert the balance outstanding into the Company's common stock at a rate equal to 55% of the lowest sale price of the common stock for the 20 trading immediately prior to the voluntary conversion date. During the quarter ended April 30, 2014, the Company issued $25,000 of common stock. | |
On December 13, 2013, the Company entered into a convertible note with a third party for $35,000, with an initial discount of $5,000. This note bears an interest rate of 10% per annum and is due June 1, 2014. The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest closing prices during the twenty trading days prior to the conversion date. | |
On March 21, 2014, the Company entered into a convertible promissory note with a third party for $55,000, with and an initial discount of $5,000. The note bears interest at 10% and a maturity date of October 1, 2014. The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 20 trading days prior to the conversion date. | |
On December 3, 2013, the Company entered into a senior convertible note with a third party for $450,000, with an initial discount of $150,000. The note has a maturity date of June 3, 2014 and bears and interest rate of 12%. The lender has the right at any time to convert the balance outstanding into the Company's common stock at a conversion price of $0.00616 (subject to adjustment). | |
On December 12, 2013, the Company entered into a convertible note with a third party for $100,000, with an initial discount of $10,000. This note bears an interest rate of 10% per annum and is due December 12, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 15 trading days prior to the holder elected conversion date. | |
On December 12, 2013, the Company entered into a convertible promissory note with a third party for $450,000, with an initial discount of $10,000. $250,000 of the note was advanced prior to January 31, 2014. During the quarter ended April 30, 2014 the additional $200,000 was advanced. This note bears an interest rate of 10% per annum and is due December 12, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 15 trading days prior to the holder elected conversion date. | |
On October 31, 2013, the Company entered into a convertible note with a third party for $50,000, with an initial discount of $5,500. This note bears an interest rate of 8% per annum and is due October 31, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest closing prices during the 20 trading days prior to the conversion date. | |
On December 27, 2013, the Company entered into a convertible note with a third party for $50,000, with an initial discount of $5,500. This note bears an interest rate of 12% per annum and is due September 30, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date. | |
On December 27, 2013, the Company also entered into a convertible note with a third party for $50,000, with an initial discount of $5,500. This note bears an interest rate of 12% per annum and is due September 30, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date. | |
On March 20, 2014, the Company entered into a convertible promissory note with a third party for $84,000. The note bears interest at 8% and a maturity date of March 20, 2015. The lender has the right after a period of 360 days to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest trading prices during the 20 trading days prior to the conversion date. | |
On November 18, 2013, the Company entered into a convertible debenture with a third party for $250,000. This note bears an interest rate of 10% per annum and is due May 18, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date. | |
On November 18, 2013, the Company entered into a convertible debenture with a third party for $150,000. This note bears an interest rate of 10% per annum and is due May 18, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date. | |
On November 18, 2013, the Company entered into a convertible debenture with a third party for $150,000. This note bears an interest rate of 10% per annum and is due May 18, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date. | |
On November 18, 2013, the Company entered into a convertible debenture with a third party for $225,000. This note bears an interest rate of 10% per annum and is due May 18, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date. | |
On December 27, 2013, the Company entered into a convertible note with a third party for $50,000. This note bears an interest rate of 12% per annum and is due September 30, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date. | |
On December 27, 2013, the Company also entered into a convertible note with a third party for $50,000. This note bears an interest rate of 12% per annum and is due September 30, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date. | |
On March 20, 2014, the Company entered into a convertible promissory note with a third party for $94,500. The note bears interest at 8% and a maturity date of March 20, 2015. The lender has the right after a period of 360 days to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest trading prices during the 20 trading days prior to the conversion date. | |
On March 24, 2014, the Company entered into a convertible note with a third party for $80,000. This note bears an interest rate of 12% per annum and is due April 24, 2015. The lender has the right at any time prior to the maturity date to convert the principal and interest outstanding into the Company's common stock at a rate equal to 50% of the average of three lowest closing prices during the ten trading days prior to the conversion date. | |
On April 30, 2014, the Company entered into a convertible promissory note with a third party for $37,500. The note bears interest at 8% and a maturity date of January 30, 2015. The lender has the right after a period of 360 days to convert the balance outstanding into the Company's common stock at a rate equal to 55% of the average lowest 2 day trading prices during the 15 trading days prior to the conversion date. | |
On May 18, 2014, the Company entered into a convertible debenture with a third party for $150,000. This note bears an interest rate of 10% per annum and is due May 18, 2015. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date. | |
On July 28, 2014, the Company entered into a convertible promissory note with a third party for $50,000. The note bears interest at 8% and a maturity date of December 31, 2014. The lender has the right to convert the balance outstanding into the Company’s common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date. | |
On August 1, 2014, the Company received an additional $50,000 from a third-party lender through a convertible promissory note. This advance bears interest at 12%, is unsecured, and has various terms of repayment. The note has a maturity date of two years from effective date of each payment and bears and interest rate of 12%. The note can be converted into the Company’s common stock at lessor of $0.03 or 60% of the lowest trade price in the 25 trading days previous to the conversion. | |
On August 8, 2014, the Company entered into a convertible promissory note with a third party for $400,000. The note bears interest at 10% per annum and with a maturity date of February 8, 2015. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest one day closing prices during the 20 trading days prior to the conversion date. Only $150,000 of the note had been received as of October 31, 2014. The Company is currently default on this loan. | |
On August 29, 2014, the Company entered into a convertible promissory note with a third party for $65,000. The note bears interest at 10% per annum and with a maturity date of March 31, 2015. The Company received $58,750 and recorded a debt discount for issuance costs of $6,250. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 30% of the lowest one day closing prices during the 30 trading days prior to the conversion date. The Company is currently default on this loan. | |
On September 5, 2014, the Company entered into a convertible promissory note with a third party for $100,000. The note bears interest at 12% per annum and with a maturity date of April 5, 2015. The Company received $90,500 and recorded a debt discount for issuance costs of $9,500. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 30% of the lowest one day closing prices during the 30 trading days prior to the conversion date. The Company is currently default on this loan. | |
On September 18, 2014, the Company entered into a convertible promissory note with a third party for $20,000. The note bears interest at 12% per annum and with a maturity date of May 7, 2015. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 55% of the lowest one day closing prices during the 5 trading days prior to the conversion date. | |
The Company evaluated the conversion features on the above convertible notes and determined that they created an embedded financial derivative due to there being no explicit limit to the number of shares to be issued upon conversion. During the year ended July 31, 2014, the Company recorded the initial fair value of $1,878,951 on the financial derivatives as discount to the convertible notes. During the three months ended October 31, 2014, the Company recorded the initial fair value of $422,970 on convertible promissory notes issued during the period. | |
For the three months ended October 31, 2014, the Company recorded $559,663 of interest expense under straight-line method to amortize the discounts (both original discount and derivative discount) on the convertible notes. The remaining unamortized discount as of October 31, 2014 was $658,392. | |
Note payable: | |
The Company has a note payable to Atoll Finance. Interest on the note is 5% per annum. The Company (through its other lenders) repaid $1,144,172 and the balance was reduced from $1,712,242 to $568,070 including accrued interest during the year ended July 31, 2014. The note is unsecured and is currently past due. | |
A lender has an option to purchase $312,242 of the remaining balance. Another lender purchased $55,720 of the note payable. As of October 31, 2014, the outstanding balance on the note payable was $489,522. The Company recorded $6,480 of imputed interest on the payable due to Atoll Finance for the three months ended October 31, 2014. | |
Certain notes are in default because the Company cannot currently trade on an exchange which most creditors have access to. |
Derivative_Liability
Derivative Liability | 3 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Derivative Liability | |||||||||
Derivative Liability | NOTE 5 – DERIVATIVE LIABILITY | ||||||||
The Company evaluated the terms of the convertible notes and concluded that since the conversion prices were not fixed and the number of shares of the Company’s common stock that are issuable upon the conversion of the convertible notes are indeterminable until such time as the note holder elects to convert to common stock, the embedded conversion features created a derivative liability. | |||||||||
The Company measured the derivative liability using the input attributes at each issuance date and recorded an initial derivative liability of $11,078,298 and $992,990 for the year ended July 31, 2014 and for the three months ended October 31, 2014, respectively. On October 31, 2014, the Company re-measured the derivative liability using the input attributes below and determined the derivative liability value to be $1,894,891. Gain on derivative liabilities of $3,647,523 and $0 was recorded for the three months ended October 31, 2014 and 2013, respectively, and included in the statements of operations in order to adjust the derivative liability to the re-measured value. | |||||||||
Issuance date | 31-Oct-14 | ||||||||
Stock price | $1.00 - $17.00 | $ | 1 | ||||||
Exercise price | $1.10 - $3.60 | $0.004 - $0.018 | |||||||
Shares issuable upon conversion | 180,274 shares | 3,257,200 shares | |||||||
Expected dividend yield | 0 | % | 0 | % | |||||
Expected life (years) | 0.5 - 2 years | 0.2 - 2 years | |||||||
Risk-free interest rate | 0.30% - 0.47% | 0.30% - 0.47% | |||||||
Expected volatility | 223% - 242% | 234% - 322% | |||||||
Change in fair value of financial derivatives during the three months ended October 31, 2014 and 2013 is as follows: | |||||||||
October 31, | October 31, | ||||||||
2014 | 2013 | ||||||||
Beginning balance | $ | 5,656,736 | $ | — | |||||
New derivatives | 960,676 | — | |||||||
Transfer from liability classification to equity classification | (1,074,998 | ) | — | ||||||
Change in fair value | (3,647,523 | ) | — | ||||||
Ending balance | $ | 1,894,891 | $ | — |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Oct. 31, 2014 | |
Related Party Transactions | |
Related Party Transactions | NOTE 6 – RELATED PARTY TRANSACTIONS |
The Company advanced $541,451 to ACLH, LLC, an entity associated with the Company’s CEO, during the year ended July 31, 2014. $322,950 was repaid by ACLH, LLC to the Company during the year ended July 31, 2014. The remaining balance of $218,501 plus accrued interest is expected to be converted into stock of another public company, an asset owned by ACLH. | |
During the three months ended October 31, 2014, the Company issued 10,000,000 shares of Series B convertible preferred stock to Intersino, Inc., a related party to the CEO, for services provided in regards to attracting new users to the Company’s Amonshare website. |
Equity_Transactions
Equity Transactions | 3 Months Ended | ||
Oct. 31, 2014 | |||
Equity Transactions | |||
Equity Transactions | NOTE 7 – EQUITY TRANSACTIONS | ||
Following are the Company’s equity transactions during the three months ended October 31, 2014: | |||
- | On October 25, 2014, the Company issued 10,000,000 shares of Series B convertible preferred stock to Intersino, Inc. The preferred shares were valued at $1,500,000 based on the agreed terms with Intersino, Inc., in payment of $50 per new user. The preferred shares are convertible into common stock of the Company at a rate of 0.267 shares of common stock for each share of preferred stock. | ||
- | 413,355 shares of common stock were issued for the conversion of third-party convertible notes payable in the amount of $1,580,304. The conversions consisted of the settlement of $482,490 in principal balance on convertible notes and $1,074,998 in embedded derivative conversion feature liability. A loss of $22,816 was recorded as the difference in fair value of the stock issued and the liabilities settled. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Oct. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 – SUBSEQUENT EVENTS |
Subsequent to October 31, 2014, the Company issued 163,965 shares common stock in settlement of convertible notes payable principal balance of $6,430. |
Nature_Of_Operations_And_Summa1
Nature Of Operations And Summary Of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||||||||||
Oct. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Nature of Business | Nature of Business | ||||||||||||||||
Imerjn. Inc. (the “Company” or “Imerjn”) (formerly Xumanii International Holdings Corp.) was incorporated in Nevada on May 6, 2010. | |||||||||||||||||
The Company was a platform that broadcasted live events in HD with a new technology that combines hardware and a software platform to broadcast from multiple cameras, wirelessly an event with an extremely low production cost until September 30, 2013. In October 2013, the business plan for Imerjn was changed to enter into the branded tablet market, cloud storage market and app market and pursue acquisitions that may be synergistic to the company’s focus in various technologies. | |||||||||||||||||
The Company completed an acquisition of Rocky Mountain Tracking Inc. (“RMT”), an established provider of GPS tracking solutions in North America on July 21, 2014. RMT was incorporated in Colorado in 2004 and has been a leading provider of GPS tracking solutions. It offers several GPS trackers and GPS tracking systems that are ideal for personal or business use. RMT’s software is proprietary and enables users to track the movement of virtually anything using tracking devices. The Company’s new website is www.imerjn.com. | |||||||||||||||||
The Company's board of directors approved a 1:10,000 reverse split of the Company's common stock which was approved by the Financial Industry Regulatory Authority on November 19, 2014. All share and per share amounts in the consolidated financial statements and footnotes have been retroactively restated for the impact of the reverse split. Also in November 2014, the Company's name changed to Imerjn Inc. and the Company has applied for a new symbol, IMJN, which is expected to be approved and effective on December 17, 2014. | |||||||||||||||||
Principles of Consolidation | Principles of Consolidation | ||||||||||||||||
The consolidated financial statements include the Company’s accounts and those of the Company’s wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. | |||||||||||||||||
Basis of Presentation | Basis of Presentation | ||||||||||||||||
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in Imerjn’s Annual Report filed with the SEC on Form 10-K for the year ended July 31, 2014. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements for the three months ended October 31, 2014, which substantially duplicate the disclosures contained in the audited consolidated financial statements for the year ended July 31, 2014 as reported in the Form 10-K have been omitted. | |||||||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s most significant estimates relate to the fair value estimates of the Company’s derivative liabilities. | |||||||||||||||||
Reclassification | Reclassification | ||||||||||||||||
Certain prior period amounts have been reclassified to conform to current period presentation. | |||||||||||||||||
Basic and Diluted Earnings (Loss) Per Common Share | Basic and Diluted Earnings (Loss) Per Common Share | ||||||||||||||||
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the three months ended October 31, 2014, the Company included the dilutive effect of 453,444 shares of common stock issuable upon conversion of convertible notes payable. During the three months ended October 31, 2013, there were no potentially dilutive securities outstanding. | |||||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||||||||
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. | |||||||||||||||||
Accounts Receivable | Accounts Receivable | ||||||||||||||||
Trade accounts receivable is recorded net of an allowance for expected losses. The allowance is estimated from historical performance and projections of trends. Management closely monitors outstanding balances and writes off, as of year-end, all balances that are not expected to be collected by the time the financial statements are issued. No allowance was required as of July 31, 2014 and 2013. | |||||||||||||||||
Inventory | Inventory | ||||||||||||||||
Inventories are stated at the lower of cost or market. Cost is determined by the average cost method for all inventories. Inventories consist primarily of components and finished products held for sale. Rapid technological change and new product introductions and enhancements could result in excess or obsolete inventory. To minimize this risk, Imerjn evaluates inventory levels and expected usage on a periodic basis and records adjustments as required. | |||||||||||||||||
Property and Equipment | Property and Equipment | ||||||||||||||||
Property and Equipment are stated at cost. Depreciation is computed over the estimated useful lives of the related assets using the straight-line method for financial reporting purposes. | |||||||||||||||||
Expenditures for normal repairs and maintenance are charged to expense as incurred. Significant renewals and improvements are capitalized. The cost and related accumulated depreciation of assets retired or otherwise disposed of are eliminated from the accounts, and any resulting gain or loss is recognized in the year of disposal. | |||||||||||||||||
Intangible assets | Intangible assets | ||||||||||||||||
Intangible assets with definite lives are recorded at cost and amortized using the straight-line method over their estimated useful lives. | |||||||||||||||||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | ||||||||||||||||
Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable or at a minimum annually during the fourth quarter of the year. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying value to determine if an impairment of such asset is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset and its carrying value. | |||||||||||||||||
Financial Derivatives | Financial Derivatives | ||||||||||||||||
All derivatives are recorded at fair value on the balance sheet. Fair values for securities traded in the open market and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates. | |||||||||||||||||
Fair Value Measurement | Fair Value Measurement | ||||||||||||||||
The Company values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. | |||||||||||||||||
As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). | |||||||||||||||||
The three levels of the fair value hierarchy defined by ASC 820 are as follows: | |||||||||||||||||
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. | |||||||||||||||||
Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. | |||||||||||||||||
Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments. | |||||||||||||||||
The following tables set forth assets and liabilities measured at fair value on a recurring and non-recurring basis by level within the fair value hierarchy as of October 31, 2014 and July 31, 2014. As required by ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Derivative liabilities: | |||||||||||||||||
At October 31, 2014 | $ | — | $ | — | $ | 1,894,891 | $ | 1,894,891 | |||||||||
At July 31, 2014 | $ | — | $ | — | $ | 5,656,736 | $ | 5,656,736 | |||||||||
Income Taxes | Income Taxes | ||||||||||||||||
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes a deferred tax asset for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | |||||||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||||||
The Company recognizes revenues on sale of goods when (1) there is persuasive evidence of an arrangement with the customer, (2) product risk and title has passed which generally coincides with the shipment of the products to the customer, (3) amount due from the customer is fixed or determinable, and (4) collectability is reasonably assured. Customer discounts and allowances are netted against revenues. | |||||||||||||||||
Subscription revenue is generated from the GPS tracking services provided. Customers are to be billed monthly, quarterly and annually. Subscription revenue is recognized ratably over the term of the subscription period. The Company records deferred revenues for the services to be performed subsequent to the yearend. | |||||||||||||||||
Cost of Subscription | Cost of Subscription | ||||||||||||||||
Cost of subscription revenue is primarily comprised of the costs associated with the GPS tracking services that provided by the third parties. | |||||||||||||||||
Shipping and Handling | Shipping and Handling | ||||||||||||||||
The Company bills the customers for, and recognizes as revenue, any charges for shipping and handling costs. The related costs are recognized as cost of sales. | |||||||||||||||||
Stock-Based Compensation | Stock-based Compensation | ||||||||||||||||
The Company estimates the fair value of each stock option award at the grant date by using the Black-Scholes option pricing model and common shares based on the last quoted market price of the Company’s common stock on the date of the share grant. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest, the Company reduces the expense for estimated forfeitures based on historical forfeiture rates. Previously recognized compensation costs may be adjusted to reflect the actual for feature rate for the entire award at the end of the vesting period. Excess tax benefits, if any, are recognized as an addition to paid-in capital. | |||||||||||||||||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements | ||||||||||||||||
The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow. | |||||||||||||||||
Subsequent Events | Subsequent Events | ||||||||||||||||
The Company has evaluated all transactions from October 31, 2014 through the financial statement issuance date for subsequent event disclosure consideration. |
Nature_Of_Operations_And_Summa2
Nature Of Operations And Summary Of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||||||||||
Oct. 31, 2014 | |||||||||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies Tables | |||||||||||||||||
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring and Non-Recurring Basis | The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Derivative liabilities: | |||||||||||||||||
At October 31, 2014 | $ | — | $ | — | $ | 1,894,891 | $ | 1,894,891 | |||||||||
At July 31, 2014 | $ | — | $ | — | $ | 5,656,736 | $ | 5,656,736 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Intangible Assets Tables | |||||||||
Schedule of Total Finite Lived Intangible Assets | October 31, | July 31, | |||||||
2014 | 2014 | ||||||||
Customer list | $ | 273,393 | $ | 273,393 | |||||
Software licenses | 60,000 | 60,000 | |||||||
Websites | 152,848 | 152,848 | |||||||
Patents | 350,842 | 350,842 | |||||||
Total intangible assets | 837,083 | 837,083 | |||||||
Accumulated amortization of intangible assets | (62,951 | ) | (21,697 | ) | |||||
Total intangible assets | $ | 774,132 | $ | 815,386 |
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 3 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Derivative Liabilities Tables | |||||||||
Schedule of Valuation Techniques Used in Determining Fair Value of Derivative Liability | Issuance date | 31-Oct-14 | |||||||
Stock price | $1.00 - $17.00 | $ | 1 | ||||||
Exercise price | $1.10 - $3.60 | $0.004 - $0.018 | |||||||
Shares issuable upon conversion | 180,274 shares | 3,257,200 shares | |||||||
Expected dividend yield | 0 | % | 0 | % | |||||
Expected life (years) | 0.5 - 2 years | 0.2 - 2 years | |||||||
Risk-free interest rate | 0.30% - 0.47% | 0.30% - 0.47% | |||||||
Expected volatility | 223% - 242% | 234% - 322% | |||||||
Schedule of Changes in Fair Value of Financial Derivatives | Change in fair value of financial derivatives during the three months ended October 31, 2014 and 2013 is as follows: | ||||||||
October 31, | October 31, | ||||||||
2014 | 2013 | ||||||||
Beginning balance | $ | 5,656,736 | $ | — | |||||
New derivatives | 960,676 | — | |||||||
Transfer from liability classification to equity classification | (1,074,998 | ) | — | ||||||
Change in fair value | (3,647,523 | ) | — | ||||||
Ending balance | $ | 1,894,891 | $ | — |
Nature_Of_Operations_And_Summa3
Nature Of Operations And Summary Of Significant Accounting Policies (Details) (USD $) | Oct. 31, 2014 | Jul. 31, 2014 |
Derivative liabilities: | ||
Derivative liabilities | $1,894,891 | $5,656,736 |
Level 1 | ||
Derivative liabilities: | ||
Derivative liabilities | ||
Level 2 | ||
Derivative liabilities: | ||
Derivative liabilities | ||
Level 3 | ||
Derivative liabilities: | ||
Derivative liabilities | $1,894,891 | $5,656,736 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Oct. 31, 2014 | Jul. 31, 2014 |
Intangible Assets Details | ||
Customer list | $273,393 | $273,393 |
Software licenses | 60,000 | 60,000 |
Websites | 152,848 | 152,848 |
Patents | 350,842 | 350,842 |
Total intangible assets | 837,083 | 837,083 |
Accumulated amortization of intangible assets | 62,951 | 21,697 |
Total intangible assets | $774,132 | $815,386 |
Derivative_Liabilities_Schedul
Derivative Liabilities (Schedule Of Valuation Techniques Fair Value Of Derivative Liability) (Details) (Derivative Liabilities, USD $) | 3 Months Ended |
Oct. 31, 2014 | |
Fair Value Assumptions At Issuance Date | |
Valuation techniques used in determining the fair value of derivative liability: | |
Shares issuable upon conversion | 180,274 |
Expected dividend yield | 0.00% |
Fair Value Assumptions At Issuance Date | Minimum | |
Valuation techniques used in determining the fair value of derivative liability: | |
Stock price | 1 |
Exercise price | 1.1 |
Expected life (years) | 6 months |
Risk-free interest rate | 0.30% |
Expected volatility | 223.00% |
Fair Value Assumptions At Issuance Date | Maximum | |
Valuation techniques used in determining the fair value of derivative liability: | |
Stock price | 17 |
Exercise price | 3.6 |
Expected life (years) | 2 years |
Risk-free interest rate | 0.47% |
Expected volatility | 242.00% |
Fair Value Assumptions At October 31, 2014 | |
Valuation techniques used in determining the fair value of derivative liability: | |
Stock price | 1 |
Shares issuable upon conversion | 3,257,200 |
Expected dividend yield | 0.00% |
Fair Value Assumptions At October 31, 2014 | Minimum | |
Valuation techniques used in determining the fair value of derivative liability: | |
Exercise price | 0.004 |
Expected life (years) | 2 months 12 days |
Risk-free interest rate | 0.30% |
Expected volatility | 234.00% |
Fair Value Assumptions At October 31, 2014 | Maximum | |
Valuation techniques used in determining the fair value of derivative liability: | |
Exercise price | 0.018 |
Expected life (years) | 2 years |
Risk-free interest rate | 0.47% |
Expected volatility | 322.00% |
Derivative_Liabilities_Schedul1
Derivative Liabilities (Schedule Of Changes In Fair Value Of Financial Derivatives) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2014 | |
Beginning balance | $5,656,736 | ||
Change in fair value | 3,647,523 | ||
Ending balance | 1,894,891 | ||
Derivative Liabilities | |||
Beginning balance | 5,656,736 | ||
New derivatives | 960,676 | 11,078,298 | |
Transfer from liability classification to equity classification | -1,074,998 | ||
Change in fair value | -3,647,523 | ||
Ending balance | $1,894,891 | $5,656,736 |
Nature_Of_Operations_And_Summa4
Nature Of Operations And Summary Of Significant Accounting Policies (Narrative) (Details) | 3 Months Ended | 0 Months Ended |
Oct. 31, 2014 | Nov. 19, 2014 | |
Incremental common shares attributable to dilutive effect of conversion of notes payable | 453,444 | |
Subsequent Event | Common Stock | ||
Reverse stock split | 1:10,000 |
Intangible_Assets_Narrative_De
Intangible Assets (Narrative) (Details) (USD $) | 3 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Amortization expense | $41,254 | $0 |
Minimum | ||
Estimated useful life of intangible assets | 3 years | |
Maximum | ||
Estimated useful life of intangible assets | 15 years |
Notes_Payable_Narrative_Detail
Notes Payable (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 2 Months Ended | 0 Months Ended | |||||||||||||||||||||||
Oct. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2014 | Oct. 10, 2013 | Mar. 17, 2014 | Oct. 21, 2013 | Mar. 24, 2014 | Oct. 23, 2013 | Apr. 30, 2014 | Dec. 23, 2013 | Dec. 13, 2013 | Mar. 21, 2014 | Dec. 03, 2013 | Dec. 12, 2013 | Jan. 31, 2014 | Oct. 31, 2013 | Dec. 27, 2013 | Mar. 20, 2014 | Nov. 18, 2013 | Mar. 20, 2014 | Apr. 30, 2014 | 18-May-14 | Jul. 28, 2014 | Aug. 02, 2014 | Oct. 31, 2014 | Aug. 08, 2014 | Aug. 29, 2014 | Sep. 05, 2014 | Sep. 18, 2014 | Jul. 31, 2013 | |
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Discount on convertible note | $658,392 | $658,392 | ||||||||||||||||||||||||||||
Proceeds from convertible debt | 367,250 | |||||||||||||||||||||||||||||
Debt discount from embedded derivative conversion feature | 422,970 | 1,878,951 | ||||||||||||||||||||||||||||
Debt conversion original debt amount | 1,557,484 | |||||||||||||||||||||||||||||
Repayment of notes payable | 2,000 | |||||||||||||||||||||||||||||
Notes payable | 739,522 | 797,242 | 739,522 | |||||||||||||||||||||||||||
Convertible Notes Payable Dated October 10, 2013 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 37,500 | |||||||||||||||||||||||||||||
Discount on convertible note | 2,500 | |||||||||||||||||||||||||||||
Interest rate on debt | 8.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 12-Jul-14 | |||||||||||||||||||||||||||||
Debt instrument default interest terms | In the event that the note remains unpaid at that date, the Company will pay default interest at 22% | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 51% of the average of the three trading prices during the 10 trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated March 17, 2014 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 53,500 | |||||||||||||||||||||||||||||
Interest rate on debt | 8.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 19-Dec-14 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right after a period of 270 days to convert the balance outstanding into the Company's common stock at a rate equal to 45% of the lowest trading prices during the 30 trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated October 21, 2013 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 25,000 | |||||||||||||||||||||||||||||
Interest rate on debt | 12.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 21-Apr-14 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right at any time prior to the maturity date to convert the principal and interest outstanding into the Company's common stock at a rate equal to 50% of the average of three lowest closing prices during the ten trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated March 24, 2014 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 100,000 | |||||||||||||||||||||||||||||
Interest rate on debt | 12.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 24-Sep-14 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the average of the three trading prices during the 20 trading days prior to the conversion date | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated October 23, 2013 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 500,000 | |||||||||||||||||||||||||||||
Discount on convertible note | 50,000 | |||||||||||||||||||||||||||||
Proceeds from convertible debt | 50,000 | 125,000 | ||||||||||||||||||||||||||||
Interest rate on debt | 12.00% | |||||||||||||||||||||||||||||
Debt instrument maturity terms | The note has a maturity date of two years from effective date of each payment | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The note can be converted into the Company’s common stock at lessor of $0.03 or 60% of the lowest trade price in the 25 trading days previous to the conversion. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated December 23, 2013 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 113,500 | |||||||||||||||||||||||||||||
Discount on convertible note | 13,500 | |||||||||||||||||||||||||||||
Interest rate on debt | 8.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 27-Dec-14 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right at any time on or after 90 days from the issuance date to convert the balance outstanding into the Company's common stock at a rate equal to 55% of the lowest sale price of the common stock for the 20 trading immediately prior to the voluntary conversion date. | |||||||||||||||||||||||||||||
Debt conversion original debt amount | 25,000 | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated December 13, 2013 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 35,000 | |||||||||||||||||||||||||||||
Discount on convertible note | 5,000 | |||||||||||||||||||||||||||||
Interest rate on debt | 10.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 1-Jun-14 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest closing prices during the twenty trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated March 21, 2014 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 55,000 | |||||||||||||||||||||||||||||
Discount on convertible note | 5,000 | |||||||||||||||||||||||||||||
Interest rate on debt | 10.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 1-Oct-14 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 20 trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated December 3, 2013 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 450,000 | |||||||||||||||||||||||||||||
Discount on convertible note | 150,000 | |||||||||||||||||||||||||||||
Interest rate on debt | 12.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 3-Jun-14 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right at any time to convert the balance outstanding into the Company's common stock at a conversion price of $0.00616 (subject to adjustment). | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated December 12, 2013 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 100,000 | |||||||||||||||||||||||||||||
Discount on convertible note | 10,000 | |||||||||||||||||||||||||||||
Interest rate on debt | 10.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 12-Dec-14 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 15 trading days prior to the holder elected conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated December 12, 2013 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 450,000 | |||||||||||||||||||||||||||||
Discount on convertible note | 10,000 | |||||||||||||||||||||||||||||
Proceeds from convertible debt | 200,000 | 250,000 | ||||||||||||||||||||||||||||
Interest rate on debt | 10.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 12-Dec-14 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 15 trading days prior to the holder elected conversion date | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated October 31, 2013 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 50,000 | 50,000 | ||||||||||||||||||||||||||||
Discount on convertible note | 5,500 | 5,500 | ||||||||||||||||||||||||||||
Interest rate on debt | 8.00% | 8.00% | ||||||||||||||||||||||||||||
Debt instrument maturity date | 31-Oct-14 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest closing prices during the 20 trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated December 27, 2013 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 50,000 | |||||||||||||||||||||||||||||
Discount on convertible note | 5,500 | |||||||||||||||||||||||||||||
Interest rate on debt | 12.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 30-Sep-14 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated December 27, 2013 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 50,000 | |||||||||||||||||||||||||||||
Discount on convertible note | 5,500 | |||||||||||||||||||||||||||||
Interest rate on debt | 12.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 30-Sep-14 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated March 20, 2014 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 84,000 | 84,000 | ||||||||||||||||||||||||||||
Interest rate on debt | 8.00% | 8.00% | ||||||||||||||||||||||||||||
Debt instrument maturity date | 20-Mar-15 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right after a period of 360 days to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest trading prices during the 20 trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated November 18, 2013 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 250,000 | |||||||||||||||||||||||||||||
Interest rate on debt | 10.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 18-May-14 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated November 18, 2013 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 150,000 | |||||||||||||||||||||||||||||
Interest rate on debt | 10.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 18-May-14 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated November 18, 2013 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 150,000 | |||||||||||||||||||||||||||||
Interest rate on debt | 10.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 18-May-14 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated November 18, 2013 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 225,000 | |||||||||||||||||||||||||||||
Interest rate on debt | 10.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 18-May-14 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated December 27, 2013 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 50,000 | |||||||||||||||||||||||||||||
Interest rate on debt | 12.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 30-Sep-14 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated December 27, 2013 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 50,000 | |||||||||||||||||||||||||||||
Interest rate on debt | 12.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 30-Sep-14 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated March 20, 2014 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 94,500 | 94,500 | ||||||||||||||||||||||||||||
Interest rate on debt | 8.00% | 8.00% | ||||||||||||||||||||||||||||
Debt instrument maturity date | 20-Mar-15 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right after a period of 360 days to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest trading prices during the 20 trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated March 24, 2014 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 80,000 | |||||||||||||||||||||||||||||
Interest rate on debt | 12.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 24-Apr-15 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right at any time prior to the maturity date to convert the principal and interest outstanding into the Company's common stock at a rate equal to 50% of the average of three lowest closing prices during the ten trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated April 30, 2014 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 37,500 | 37,500 | ||||||||||||||||||||||||||||
Interest rate on debt | 8.00% | 8.00% | ||||||||||||||||||||||||||||
Debt instrument maturity date | 30-Jan-15 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right after a period of 360 days to convert the balance outstanding into the Company's common stock at a rate equal to 55% of the average lowest 2 day trading prices during the 15 trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated May 18, 2014 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 150,000 | |||||||||||||||||||||||||||||
Interest rate on debt | 10.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 18-May-15 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated July 28, 2014 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 50,000 | |||||||||||||||||||||||||||||
Interest rate on debt | 8.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 31-Dec-14 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right to convert the balance outstanding into the Company’s common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated August 01, 2014 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 50,000 | |||||||||||||||||||||||||||||
Interest rate on debt | 12.00% | |||||||||||||||||||||||||||||
Debt instrument maturity terms | The note has a maturity date of two years from effective date of each payment. | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The note can be converted into the Company’s common stock at lessor of $0.03 or 60% of the lowest trade price in the 25 trading days previous to the conversion. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated August 08, 2014 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 400,000 | |||||||||||||||||||||||||||||
Proceeds from convertible debt | 150,000 | |||||||||||||||||||||||||||||
Interest rate on debt | 10.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 8-Feb-15 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest one day closing prices during the 20 trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated August 29, 2014 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 65,000 | |||||||||||||||||||||||||||||
Discount on convertible note | 6,250 | |||||||||||||||||||||||||||||
Proceeds from convertible debt | 58,750 | |||||||||||||||||||||||||||||
Interest rate on debt | 10.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 31-Mar-15 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 30% of the lowest one day closing prices during the 30 trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated September 05, 2014 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 100,000 | |||||||||||||||||||||||||||||
Discount on convertible note | 9,500 | |||||||||||||||||||||||||||||
Proceeds from convertible debt | 90,500 | |||||||||||||||||||||||||||||
Interest rate on debt | 12.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 5-Apr-15 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 30% of the lowest one day closing prices during the 30 trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Convertible Notes Payable Dated September 18, 2014 | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Face value of the convertible note | 20,000 | |||||||||||||||||||||||||||||
Interest rate on debt | 12.00% | |||||||||||||||||||||||||||||
Debt instrument maturity date | 7-May-15 | |||||||||||||||||||||||||||||
Debt instrument conversion terms | The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 55% of the lowest one day closing prices during the 5 trading days prior to the conversion date. | |||||||||||||||||||||||||||||
Notes Payable - Atoll Finance | ||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||||||||||
Interest rate on debt | 5.00% | |||||||||||||||||||||||||||||
Repayment of notes payable | 1,144,172 | |||||||||||||||||||||||||||||
Notes payable | 489,522 | 568,070 | 489,522 | 1,712,242 | ||||||||||||||||||||||||||
Debt instrument description | A lender has an option to purchase $312,242 of the remaining balance. Another lender purchased $55,720 of the note payable. | |||||||||||||||||||||||||||||
Imputed interest | $6,480 |
Derivative_Liability_Narrative
Derivative Liability (Narrative) (Details) (Derivative Liabilities, USD $) | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2014 | |
Derivative Liabilities | |||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |||
Initial derivative liability | $960,676 | $11,078,298 |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | Jul. 31, 2014 | Oct. 25, 2014 | |
Related Party Transaction [Line Items] | ||||
Proceeds from notes receivable | $40,000 | |||
Notes receivable | 218,501 | 258,501 | ||
ACLH, LLC - An Entity Associated With CEO | ||||
Related Party Transaction [Line Items] | ||||
Advance for notes receivable | 541,451 | |||
Proceeds from notes receivable | 322,950 | |||
Notes receivable | $218,501 | |||
Intersino Inc - An Entity Associated With CEO | Series B Preferred Stock | ||||
Related Party Transaction [Line Items] | ||||
Shares issued for service, shares | 10,000,000 | 10,000,000 |
Equity_Transactions_Narrative_
Equity Transactions (Narrative) (Details) (USD $) | 3 Months Ended | 0 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | Oct. 25, 2014 | |
Debt conversion original debt amount | $1,557,484 | ||
Loss on settlement of debt | -22,816 | ||
Convertible Notes Payable | |||
Debt conversion original debt amount | 1,580,304 | ||
Shares issued for conversion of convertible notes payable, shares | 413,355 | ||
Converted portion of principal balance on convertible notes | 482,490 | ||
Converted portion of Embedded derivative conversion feature liability | 1,074,998 | ||
Loss on settlement of debt | -22,816 | ||
Intersino Inc - An Entity Associated With CEO | Series B Preferred Stock | |||
Shares issued for service, shares | 10,000,000 | 10,000,000 | |
Shares issued for service, value | 1,500,000 | ||
Preferred stock issued price per new user | $50 | ||
Preferred stock conversion terms | The preferred shares are convertible into common stock of the Company at a rate of 0.267 shares of common stock for each share of preferred stock. |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) (USD $) | 3 Months Ended | 1 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | Dec. 15, 2014 | |
Subsequent Event [Line Items] | |||
Shares issued for settlement of convertible notes payable, value | $1,557,484 | ||
Subsequent Event | Common Stock | |||
Subsequent Event [Line Items] | |||
Shares issued for settlement of convertible notes payable, value | $6,430 | ||
Shares issued for settlement of convertible notes payable, shares | 163,965 |