Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Oct. 31, 2014 | Dec. 22, 2014 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Immunoclin Corp | |
Entity Central Index Key | 1520047 | |
Document Type | 10-Q | |
Document Period End Date | 31-Oct-14 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -30 | |
Is Entity's Reporting Status Current? | Yes | |
Well Known Seasoned Issuer | No | |
Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 28,831,154 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q3 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Oct. 31, 2014 | Jan. 31, 2014 |
ASSETS | ||
Cash | $145,712 | $51,956 |
Accounts receivable | 66,866 | 14,309 |
Other receivable | 13,824 | 7,745 |
Prepaid expenses | 18,587 | |
Current Assets | 244,989 | 74,010 |
Deposits | 3,000 | |
Property and equipment, net (Note 7) | 10,139 | 6,241 |
Intangibles, net (Note 8) | 18,639,621 | 19,793,466 |
Goodwill | 654,992 | 654,992 |
Marketable securities | 838,000 | |
Total Assets | 20,390,741 | 20,528,709 |
Current Liabilities | ||
Accounts payable | 331,458 | 177,817 |
Accrued expenses, primarily management fees | 1,315,555 | 469,888 |
Deferred revenue | 745,128 | |
Due to related parties (Note 4) | 8,433 | 2,704 |
Notes payable, related parties (Note 5) | 368,110 | 2,062 |
Notes payable, stockholders (Note 5) | 71,697 | 72,997 |
Total Current Liabilities | 2,840,381 | 725,468 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value, 9,000,000 shares authorized, 0 shares issued and outstanding at October 31, 2014 and January 31, 2014. Series A Preferred stock, $0.001 par value, 1,000,000 shares authorized, 1,000,000 shares issued and outstanding at October 31, 2014 and January 31, 2014. | 1,000 | 1,000 |
Common Stock, $0.001 par value, 290,000,000 shares authorized, 28,831,154 issued and outstanding October 31, 2014 and 26,503,515 at January 31, 2014 | 28,831 | 26,504 |
Prepaid consulting | -4,538,301 | -510,329 |
Additional paid-in capital | 42,889,446 | 33,164,274 |
Accumulated deficit | -20,772,515 | -12,862,769 |
Cumulative translation adjustments | -58,101 | -15,439 |
Total Stockholders' Equity | 17,550,360 | 19,803,241 |
Total Liabilities and Stockholders' Equity | 20,390,741 | 20,528,709 |
Series A Preferred Stock | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value, 9,000,000 shares authorized, 0 shares issued and outstanding at October 31, 2014 and January 31, 2014. Series A Preferred stock, $0.001 par value, 1,000,000 shares authorized, 1,000,000 shares issued and outstanding at October 31, 2014 and January 31, 2014. | 1,000 | 1,000 |
Total Stockholders' Equity | 1,000 | 1,000 |
Total Liabilities and Stockholders' Equity | $1,000 | $1,000 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Oct. 31, 2014 | Jan. 31, 2014 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 9,000,000 | 9,000,000 |
Preferred stock, issued | 1,000,000 | 1,000,000 |
Preferred stock, outstanding | 1,000,000 | 1,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 290,000,000 | 290,000,000 |
Common stock, shares issued | 28,831,154 | 26,503,515 |
Common stock, shares outstanding | 28,831,154 | 26,503,515 |
Series A Preferred Stock | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 1,000,000 | 1,000,000 |
Preferred stock, outstanding | 1,000,000 | 1,000,000 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations And Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2014 | Oct. 31, 2013 | |
Income Statement [Abstract] | ||||
Revenues | $5,000 | $5,000 | ||
Operating Expenses | ||||
Amortization | 376,922 | 1,153,845 | ||
Depreciation | 875 | 719 | 2,450 | 1,448 |
Management and consulting fees | 658,729 | 21,544 | 1,344,856 | 193,454 |
General and administrative | 110,091 | 56,052 | 310,094 | 104,785 |
Loss on settlement of liabilities | -5,198,700 | -5,198,700 | ||
Professional fees | 12,848 | 29,378 | 113,196 | 44,781 |
Research and development | 72,196 | 27,605 | 97,522 | |
Total operating expenses | 6,358,165 | 179,889 | 8,150,746 | 441,990 |
Net Operating Loss | -6,353,165 | -179,889 | -8,145,746 | -441,990 |
Other income (expenses) | ||||
Interest expense, net | 81 | 81 | ||
R&D tax credits | -1,709 | -1,709 | ||
Unrealized gain on marketable securities | 236,000 | 236,000 | ||
Total Other Income (Expenses) | 236,000 | 1,628 | 236,000 | 1,628 |
Net Loss | -6,117,165 | -178,261 | -7,909,746 | -440,362 |
Other Comprehensive Income (Loss) | ||||
Foreign exchange translation adjustment | 75,230 | 16,175 | -42,662 | -26,228 |
Total Other Comprehensive Income (Loss) | 75,230 | 16,175 | -42,662 | -26,228 |
Net Comprehensive Income (Loss) | ($6,041,935) | ($162,086) | ($7,952,408) | ($466,590) |
Net loss per share – basic and diluted | ($0.22) | ($0.02) | ($0.30) | ($0.07) |
Weighted average shares outstanding - basic and diluted | 27,896,371 | 10,361,015 | 26,930,128 | 6,278,175 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 9 Months Ended | |
Oct. 31, 2014 | Oct. 31, 2013 | |
Operating Activities | ||
Net loss for the period | ($7,909,746) | ($440,362) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization | 1,153,845 | |
Depreciation | 2,450 | 1,448 |
Amortization of prepaid consulting | 499,528 | 194,960 |
Loss on settlement of liabilities | -5,198,700 | |
Unrealized gain on marketable securities | 236,000 | |
Foreign exchange translation | -42,662 | -26,228 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 52,557 | 11,448 |
Other receivables | 6,079 | 4,373 |
Deposits | -3,000 | |
Prepaid expenses | 18,587 | |
Accounts payable | 244,688 | 37,320 |
Accrued expenses, primarily management fees | 845,667 | 166,268 |
Deferred revenue | 143,128 | |
Net Cash Used In Operating Activities | -180,625 | -82,415 |
Investing Activities | ||
Purchase of property and equipment | 6,348 | 1,318 |
Net Cash Used in Investing Activities | -6,348 | -1,318 |
Financing Activities | ||
Proceeds from related party loans | 5,729 | |
Proceeds from notes payable, related party | 275,000 | |
Net Cash Provided by Financing Activities | 280,729 | |
Change in Cash | 93,756 | -83,733 |
Cash - Beginning of Period | 51,956 | 167,416 |
Cash - End of Period | 145,712 | 83,683 |
Supplemental Disclosures | ||
Notes payable from legal trust deposit by third party | 22,500 | 2,062 |
Notes payable from prepaid expenses paid by related party | 15,000 | |
Notes payable from accounts payable paid by related party | 68,748 | |
Notes payable from accounts payable paid by stockholder | 16,312 | |
Cancellation of common stock | 93 | |
Common stock issued for prepaid services | 4,527,500 | 700,000 |
Common stock received for services | 602,000 | |
Unrealized gain on marketable securities | 236,000 | |
Interest paid | ||
Income tax paid |
Nature_Of_Operations_And_Conti
Nature Of Operations And Continuance Of Business | 9 Months Ended | |
Oct. 31, 2014 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of Operations and Continuance of Business | 1 | Nature of Operations and Continuance of Business |
ImmunoClin Corporation (the “Company”), formerly Pharma Investing News, Inc., was incorporated in the State of Nevada on February 8, 2011. | ||
On December 13, 2013, the Company acquired ImmunoClin Limited (“IML”), an England and Wales corporation, through a share for share takeover transaction and IML is now a wholly-owned subsidiary. The Company changed both its name to ImmunoClin Corporation and its stock symbol to IMCL in conjunction with this acquisition. The Company works on advanced immunology research and development skill to serve the pharmaceutical, biotechnology and food industries, providing comprehensive, clinical and basic science research expertise at a commercial scale and quality. | ||
Going Concern | ||
These consolidated financial statements have been prepared on a going concern basis, which assumesthat the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of October 31, 2014, the Company has minimal revenues, and has a working capital deficit of $2,595,392and an accumulated deficit of $20,772,515. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary_Of_Significant_Account
Summary Of Significant Accounting Policies | 9 Months Ended | |
Oct. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2 | Summary of Significant Accounting Policies |
A. Basis of Presentation | ||
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. | ||
Interim Financial Reporting | ||
While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"). These interim financial statements follow the same accounting policies and methods of application as used in the January 31, 2014 audited financial statements of ImmunoClin Corporation (the “Company”). All adjustments are of a normal, recurring nature. Interim financial statements and the notes thereto do not contain all of the disclosures normally found in year-end audited financial statements and these Notes to Financial Statements are abbreviated and contain only certain disclosures related to the three and nine month periods ended October 31, 2014 and 2013. It is suggested that these interim financial statements be read in conjunction with the Company’s audited financial statements and related notes for the year ended January 31, 2014 included in our Form 10-K/A, filed with the Securities Exchange Commission on July 7, 2014. Operating results for the three and nine months ended October 31, 2014 are not necessarily indicative of the results that can be expected for the year ending January 31, 2015. | ||
The operating results of ImmunoClin Limited (“IML”), acquired on December 13, 2013, were consolidated with the financial statements of the Company for the three and nine months ended October 31, 2014. | ||
The Company changed the presentation of prepaid stock-based compensation from prepaid expense (current asset) to prepaid consulting (equity). | ||
B. Use of Estimates | ||
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined. | ||
C. Basic and Diluted Net Income (Loss) Per Share | ||
Under ASC 260, "Earnings Per Share" ("EPS"), the Company provides for the calculation of basic and diluted earnings per share. Basic EPS includes no dilution and is computed by dividing income or loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of securities that could share in the earnings or losses of the entity. For the three and nine months ended October 31, 2014 and 2013, basic and diluted loss per share are the same since the calculation of diluted per share amounts would result in an anti-dilutive calculation. The Company had 10,000,000 stock options outstanding at October 31, 2014 with 5,000,000 options vesting on each of November 1, 2014 and November 1, 2015. There were no stock options outstanding at October 31, 2013. | ||
D. Cash and Cash Equivalents | ||
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. | ||
E. Accounts Receivable and Allowance for Doubtful Accounts | ||
Accounts receivable consists principally of trade receivables, which are recorded at the invoiced amount, net of allowances for doubtful accounts and prompt payment discounts. Trade receivables do not bear interest. The allowance for doubtful accounts represents management’s estimate of the amount of probable credit losses in existing accounts receivable, as determined from a review of past due balances and other specific account data. Account balances are written off against the allowance when management determines the receivable is uncollectible. The Company does not have off-balance sheet credit exposure related to its customers. | ||
F. Prepaid Expense | ||
Prepaid expenses consist of prepaid legal and office rent expenses. | ||
G. Long-Lived Assets | ||
Under ASC Topic 360, “Property, Plant, and Equipment”, the Company is required to periodically evaluate the carrying value of long-lived assets to be held and used. ASC Topic 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. | ||
The Company is adopting ASU update number 2012-02—Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment whereby the Company will first assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that an indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, we conclude that it is not more than likely than not that the indefinite-lived intangible asset is impaired, then we are not required to take further action. If the Company concludes otherwise, then we will determine the fair value of the indefinite-lived intangible asset and perform the required quantitative impairment test by comparing the fair value with the carrying amount. | ||
H. Fair Value Measurements | ||
Under ASC Topic 820, the Company discloses the estimated fair values of financial instruments. The carrying amounts reported in the balance sheet for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value. | ||
In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the consolidated financial statements when the fair value is different than the carrying value of those financial instruments (see Note 3). The estimated fair value of other current assets and current liabilities approximate their carrying amounts due to the relatively short maturity of these instruments. None of these instruments are held for trading purposes. | ||
I. Goodwill and Intangible Assets | ||
Under ASC Topic 350 “Intangibles-Goodwill and Other”, goodwill is not amortized to expense, but rather is assessed or tested for impairment at least annually. Impairment write-downs are charged to results of operations in the period in which the impairment is determined. If certain events occur which might indicate goodwill has been impaired, the goodwill is tested for impairment when such events occur. Other acquired intangible assets with finite lives, such as acquired R&D and patents, are required to be amortized over the estimated lives. These intangibles are generally amortized using the straight-line method over estimated useful lives. | ||
The Company tests the carrying value of goodwill and indefinite life intangible assets for impairment at least once a year and more frequently if an event or circumstance indicates the asset may be impaired. An impairment loss is recognized if the amount of the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less selling expenses or its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows (cash generating units). | ||
The Company did not record an impairment loss on goodwill for the nine months ended October 31, 2014 and 2013. | ||
J. Revenue Recognition | ||
Revenues are recognized at the time clinical and laboratory services are completed and delivered pursuant to percentage of completion and/or milestone payments as per contracts with the Company’s customers. | ||
The Company has $745,128 in deferred revenue at October 31, 2014 related to unearned revenue for upfront payments and marketable securities the Company received pursuant to its Laboratory Services Agreement with Cannabis Science, Inc. entered into on September 28, 2014. | ||
K. Research and Development Expenses | ||
Under ASC Topic 730 “Research and Development”, costs are expensed as incurred. These expenses include the costs of our proprietary R&D efforts, as well as costs incurred in connection with certain licensing arrangements. Before a product receives regulatory approval, we record upfront and milestone payments made by us to third parties under licensing arrangements as expense. Upfront payments are recorded when incurred, and milestone payments are recorded when the specific milestone has been achieved. Once a product receives regulatory approval, any milestone payments will be recorded as Identifiable intangible assets, less accumulated amortization and, unless the asset is determined to have an indefinite life, amortization of the payments will be on a straight-line basis over the remaining agreement term or the expected product life cycle, whichever is shorter. | ||
The Company acquired a total of $19,800,000 in R&D intangibles that are being amortized over their estimated useful life of 13 years as described in Note 8 of these Consolidated Financial Statements. All other R&D is expensed as incurred. | ||
L. Income Taxes | ||
Under ASC Topic 740, “Income Taxes”, the Company in required to account for its income taxes through the establishment of a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carry forwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for book and tax purposes during the year. | ||
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. | ||
Deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carry forwards. A valuation allowance is established to reduce that deferred tax asset if it is "more likely than not" that the related tax benefits will not be realized. | ||
Unfiled Federal Tax Returns: For the years ending January 31, 2014 and 2013, the Company has not filed federal tax returns and may be subject to penalties. The Company estimates that the amount of penalties, if any, will not have a material effect on the results of operations, cash flows or financial position. No provisions have been made in the financial statements for such penalties, if any. | ||
The Company is currently having the returns prepared and file overdue federal tax returns for the years ended January 31, 2014 and 2013, which should be completed by December 2014. | ||
M. Stock-Based Compensation | ||
Under ASC Topic 718, ‘‘Compensation-Stock Compensation’’, the Company is required to measure all employee share-based payments, including grants of employee stock options, using a fair-value-based method and the recording of such expense in the statements of operations. The Company has adopted ASC Topic 718 (SFAS 123R) and recognizes stock-based compensation expense using the modified prospective method. As of October 31, 2014 and 2013, the Company had no vested stock options outstanding. Of the 10,000,000 stock options granted on June 18, 2014, 5,000,000 stock options vest on November 1, 2014 and an additional 5,000,000 vest on November 1, 2015. | ||
N. Comprehensive Loss | ||
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of October 31, 2014 and 2013, the Company had foreign exchange translation adjustments of ($42,663) and ($26,228), respectively, which are included in other comprehensive income in the consolidated financial statements. | ||
O. Recent Accounting Pronouncements | ||
During the three and nine months ended October 31, 2014 and through December 22, 2014, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. | ||
P. Reclassifications | ||
For comparative purposes, certain prior period consolidated financial statements have been reclassified to conform with report classifications of the current year. |
Fair_Value_Measurements_And_Di
Fair Value Measurements And Disclosures | 9 Months Ended | |
Oct. 31, 2014 | ||
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements and Disclosures | 3 | Fair Value Measurements and Disclosures |
ASC Topic 820, Fair Value Measurement, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | ||||||
Oct. 31, 2014 | |||||||
Related Party Transactions [Abstract] | |||||||
Related Party Transactions | 4 | Related Party Transactions | |||||
Loans | |||||||
On February 7, 2014, Intrinsic Venture Corp. loaned the Company $10,000 via a third-party payment to the Company’s attorney Dean Law Corp. in trust. | |||||||
On February 18, 2014, Intrinsic Capital Corp. loaned ImmunoClin Limited, the Company’s wholly owned subsidiary, $100,000. | |||||||
On March 10, 2014, Intrinsic Capital Corp. loaned the Company $15,000 via a third-party payment to the Company’s auditors Sadler, Gibb & Associates, LLCto settle accounts payable. | |||||||
On April 7, 2014, Intrinsic Capital Corp. loaned the Company $25,000. | |||||||
On April 30, 2014, Intrinsic Venture Corp. loaned the Company $10,000 via a third-party payment to the Company’s attorney Dean Law Corp. in trust. | |||||||
On June 3, 2014, Intrinsic Capital Corp. loaned ImmunoClin Limited, the Company’s wholly owned subsidiary, $100,000 | |||||||
On June 5, 2014, Intrinsic Capital Corp. loaned the Company $7,500 via a third-party payment to the Company’s valuator Valuation Research Corporation to settle accounts payable. | |||||||
On June 30, 2014, $240,000 of the loans made to the Company by Intrinsic Capital Corp. were secured by a non-interest bearing promissory note due upon demand in 12 months. | |||||||
On July 1, 2014, Intrinsic Capital Corp. loaned the Company $46,248 via a third-party payment to the Company’s former auditor Sadler, Gibb & Associates, LLC. | |||||||
On July 30, 2014, Intrinsic Venture Corp. loaned the Company $50,000. | |||||||
On August 29, 2014, Intrinsic Venture Corp. loaned the Company $2,300 via a third-party payment to the Company’s attorney Dean Law Corp. in trust. | |||||||
Intrinsic Venture Corp. and Intrinsic Capital Corp. are owned and controlled by the Company’s CFO, J. Scott Munro. | |||||||
During the nine months ended October 31, 2014, the Company recorded the following related party management fees: | |||||||
Related Party | Position | Fees | |||||
Dr. Dorothy Bray | CEO/President | $ | 218,997 | ||||
J. Scott Munro | CFO | 209,997 | |||||
Chad S. Johnson, Esq. | COO and General Counsel | 144,000 | |||||
Khadija Benlhassan | CSO | 159,003 | |||||
Raymond Dabney | Managing Consultant | 218,997 | |||||
$ | 950,994 | ||||||
The above table includes management fees paid to/earned by companies beneficially owned by the related parties. Stock options - see Note 6. |
Notes_Payable
Notes Payable | 9 Months Ended | |
Oct. 31, 2014 | ||
Debt Disclosure [Abstract] | ||
Notes Payable | 5 | Notes Payable |
The Company has $71,697 (2014; $72,997) in non-interest bearing, unsecured,promissory notes due upon demand in 12 months to Jagpal Holdings Ltd. A note for $55,145 was due and payable on April 25, 2014 and a note for $17,852 was due and payable on June 1, 2014. The Company is currently negotiating with the note holder to extend the notes. | ||
On August 11, 2014, the Company entered into Debt Settlement Agreement with Jagpal Holdings Ltd. for the settlement of $1,300 in debt payable under an April 25, 2014 promissory note. The Company issued 1,300,000 common shares at $0.001 and recorded a loss on settlement of debt of $5,198,700 in relation to the debt settlement. On August 11, 2014, the Company also entered into a Business Development Service Agreement with Jagpal Holdings Ltd. Pursuant to the Agreement, the consultant has agreed to provide business development services over a five year term with no further consideration other than the aforementioned $5,198,700 loss on settlement of debt to the Company. | ||
The Company has $240,000 (2014: $0) in non-interest bearing, unsecured,promissory notes due on June 20, 2015to Intrinsic Capital Corp. and $22,062 (2014: $2,062) in non-interest bearing, unsecured,promissory notes with $2,062 due on October 21, 2014 and $20,000 due on October 31, 2015to Intrinsic Venture Corp. Both companies are owned and controlled by the Company’s CFO J. Scott Munro. (see Note 4) |
Equity
Equity | 9 Months Ended | |
Oct. 31, 2014 | ||
Equity [Abstract] | ||
Equity | 6 | Equity |
The Company is authorized to issue 290,000,000 shares of common stock with a par value of $0.001 per share. These shares have full voting rights. There were 28,831,154 and 26,503,515 shares of common stock issued and outstanding as of October 31, 2014 and January 31, 2014, respectively. | ||
The Company is also authorized to issue 1,000,000 shares of Series A preferred stock, with a par value of $0.001 per share. The shares of Series A preferred stock have 51% of the total vote on all shareholder matters and 66-2/3%of the Series A preferred stockholders may make any affirmative vote to amend, alter or repeal and provision of the Articles of Incorporation or the Bylaws of the Company. There were 1,000,000 shares of Series A preferred stock issued and outstanding as of October 31, 2014 and January 31, 2014. | ||
The Company is also authorized to issue 9,000,000 shares of preferred stock. These shares have full voting rights. There were 0 and 0 issued and outstanding as of October 31, 2014 and January 31, 2014, respectively. | ||
On March 20, 2014, Prestige Performance Corp. cancelled 92,361 shares of common stock. The Company recorded $92 as additional paid-in capital, $1 to translation adjustments, and ($93) to common stock for the cancellation. | ||
During the nine months ended October 31, 2014, the Company issued the following common stock: | ||
On April 23, 2014, the Company signed a two-year management consulting agreement with Dr. Marco Kaiser to act as an advisor for molecular biology, genetics, infectious diseases, and DACTELLIGENCE™. Dr. Kaiser was issued 10,000 rule 144 restricted shares of common stock with a fair market value of $42,500, or $4.25 per share, in addition to performance bonuses for services rendered under the agreement. | ||
On May 1, 2014, the Company signed a two-year management consulting agreement with Railton Frith to act as an advisor for DACTELLIGENCE™. Mr. Frith was issued 10,000 rule 144 restricted shares of common stock with a fair market value of $37,500, or $3.75 per share, in addition to performance bonuses for services rendered under the agreement. | ||
On May 7, 2014, the Company signed a two-year management consulting agreement with Professor Antony Bayer and his affiliates to act as advisors for neurology and aging. Prof. Bayer was issued 10,000 Rule 144 restricted shares of common stock with a fair market value of $37,500, or $3.75 per share, in addition to performance bonuses for services rendered under the agreement. | ||
On May 27, 2014, the Company signed a two-year management consulting agreement with Professor Jean Mariani to act as an advisor for treatments targeting central nervous system diseases and aging. Prof. Mariani was issued 10,000 Rule 144 restricted shares of common stock with a fair market value of $50,000, or $5.00 per share, in addition to performance bonuses for services rendered under the agreement. | ||
On June 1, 2014, the Company signed a two-year management consulting agreement with Dr. Heinz Ellerbrok and his affiliates to act as advisors for infectious diseases and DACTELLIGENCE™. Dr. Ellerbrok was issued 10,000 Rule 144 restricted shares of common stock with a fair market value of $48,000, or $4.80 per share, in addition to performance bonuses for services rendered under the agreement. | ||
On June 4, 2014, the Company signed a two-year management consulting agreement with Professor Iwona Wybrańska and her affiliates to act as advisors for nutrigenomics, metabolomics and functional food. Prof. Wybrańska was issued 10,000 Rule 144 restricted shares of common stock with a fair market value of $56,000, or $5.60 per share, in addition to performance bonuses for services rendered under the agreement. | ||
On June 21, 2014, the Company signed a two-year management consulting agreement with Dr. Gundula Piechotta and her affiliates to act as advisors for infectious diseases and DACTELLIGENCE™. Dr. Piechotta was issued 10,000 Rule 144 restricted shares of common stock with a fair market value of $56,000, or $5.60 per share, in addition to performance bonuses for services rendered under the agreement. | ||
On August 11, 2014, the Company entered into Debt Settlement Agreement with Jagpal Holdings Ltd. for the settlement of $1,300 in debt payable under an April 25, 2014 promissory note. The Company issued 1,300,000 common shares at $0.001 and recorded a loss on settlement of debt of $5,198,700 in relation to the debt settlement. On August 11, 2014, the Company also entered into a Business Development Service Agreement with Jagpal Holdings Ltd. Pursuant to the Agreement, the consultant has agreed to provide business development services over a five year term with no further consideration other than the aforementioned $5,198,700 loss on settlement of debt to the Company. | ||
On October 16, 2014, the Company entered into a Product Marketing Service Agreement with a consultant to provide nutraceutical product marketing services in exchange for 50,000 S-8 registered free-trading shares of common stock of the Company with a fair market value of $4.00 per share or $200,000. | ||
On October 31, 2014, the Company entered into a Business Development Service Agreement with a consultant to provide business development services for France and Europe in exchange for 1,000,000 Rule 144 restricted shares of common stock of the Company with a fair market value of $4.00 per share or $4,000,000. | ||
Stock Options and Warrants: | ||
On June 18, 2014, a meeting of the Board of Directors with the unanimous consent approved the issuance of 2,000,000 stock options to each management staff of the Company. Each unregistered stock option is exercisable at a price of $1.45 per share and convertible into one common share with expiry five-years from vesting. On June 30, 2014, the Board of Directors signed the resolution to ratify the issuance of the previously approved unregistered stock options. Dr. Dorothy Bray, Chad Johnson, Dr. Khadija Benlhassan, J. Scott Munro, and Raymond Dabney each received 2,000,000 stock options at an exercise price of $1.45 (current market) that expire five-years from vesting. 1,000,000 options vest on each of November 1, 2014 and November 1, 2015. The Black-Scholes calculated fair market value of the stock options is $0.64 per option for a total of $6,407,614. | ||
The Company has no warrants outstanding. |
Equipment
Equipment | 9 Months Ended | |||||||||||||||||
Oct. 31, 2014 | ||||||||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||||||||
Equipment | 7 | Equipment | ||||||||||||||||
Accumulated | Net Book Value | Net Book Value | ||||||||||||||||
Cost | Depreciation | 31-Oct-14 | 31-Jan-14 | |||||||||||||||
Computers | $ | 17,463 | $ | 7,324 | $ | 10,139 | $ | 6,241 | ||||||||||
All equipment is stated at cost. Maintenance and repairs are charged to expense as incurred and the cost of renewals and betterments are capitalized. Depreciation is computed using the straight-line method over the 5 year estimated lives of the related computer equipment. |
Intangible_Assets
Intangible Assets | 9 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Intangible Assets | 8 | Intangible Assets | |||||||
31-Oct-14 | 31-Jan-14 | ||||||||
Patents | $ | 200,000 | $ | 200,000 | |||||
Research and development | 19,800,000 | 19,800,000 | |||||||
Less accumulated amortization | (1,360,379 | ) | (206,534 | ) | |||||
$ | 18,639,621 | $ | 19,793,466 | ||||||
Intangible assets are stated at fair value on the date of purchase less accumulated amortization. Amortization is computed using the straight-line method over the estimated lives of the related assets (13 years for intellectual assets). | |||||||||
On December 13, 2013, the Company acquired the remaining 50% interest in the DACTELLIGENCE™ patent from one of the inventors for consideration of 100,000 shares of common stock with a fair market value of $200,000 or $2.00 per share. | |||||||||
On December 13, 2013, the Company acquired R&D intangibles in the IML acquisition. An independent valuation firm validated the purchase price for IML to be $20,000,000 consisting of $19,800,000 in intangibles-R&D, 654,992 in goodwill, and ($454,992) in net tangible assets acquired, which was confirmed by a third-party valuator assessment. | |||||||||
The Company will recognize approximately $1,538,462 in intangible amortization expense per year over the next 13 years with intangibles being fully amortized by fiscal 2028. |
Commitments_And_Contingencies
Commitments And Contingencies | 9 Months Ended | |
Oct. 31, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 9 | Commitments and Contingencies |
The Company has a 1,668 sq. ft. laboratory facility located in Paris, France at the Centre de Recherche des Cordeliers (CRC). The laboratory has operated under a lease with University of Pierre and Marie Currie (UPMC) in ImmunoClin Limited since 2001. Lease commitments are approximately $38 per square foot or $63,000 per year, plus charges of approximately $4,000. The lease is paid semi-annually on January 1st and June 1st.The Company is under negotiating to terminate and exit its lease with UPMC and moving all of its laboratory and facilities to London, England. | ||
On October 1, 2014, the Company signed a five (5) year lease with London BioScience Innovation Centre (“LBIC”). The London facilities consist of a business office and laboratory with possession dates of October 1, 2014 and November 1, 2014, respectively. Commitments under the lease are approximately $8,100(£5,065) per month or $97,000 (£60,775), plus costs (subject to change with fluctuations in GBP to USD conversion rates). | ||
The Company entered into a 2-year lease, with a 2-year renewal option, for a new corporate office in Washington, DC that commenced on August 1, 2014. Commitments under the lease are $2,900 per month, plus shared costs. | ||
The Company has no other commitments or contingencies. |
Subsequent_Events
Subsequent Events | 9 Months Ended | |
Oct. 31, 2014 | ||
Subsequent Events [Abstract] | ||
Subsequent Events | 10 | Subsequent Events |
On November 24, 2014, Intrinsic Capital Corp, a related party, loaned the Company $15,000 via a third-party wire. | ||
On November 26, 2014, Intrinsic Venture Corp, a related party, loaned the Company $9,125 via a third-party payment to the Company’s attorney Dean Law Corporation. | ||
On November 28, 2014, Intrinsic Capital Corp, a related party, loaned the Company $2,000 via a third-party wire anda $25,000 loan via wire to ImmunoClin Limited, a wholly-owned subsidiary of the Company. | ||
On December 12, 2014, Intrinsic Venture Corp, a related party, loaned the Company $4,200 via a third-party wire. |
Summary_Of_Significant_Account1
Summary Of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2014 | |
Accounting Policies [Abstract] | |
Basis of Presentation | A. Basis of Presentation |
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. | |
Interim Financial Reporting | |
While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"). These interim financial statements follow the same accounting policies and methods of application as used in the January 31, 2014 audited financial statements of ImmunoClin Corporation (the “Company”). All adjustments are of a normal, recurring nature. Interim financial statements and the notes thereto do not contain all of the disclosures normally found in year-end audited financial statements and these Notes to Financial Statements are abbreviated and contain only certain disclosures related to the three and nine month periods ended October 31, 2014 and 2013. It is suggested that these interim financial statements be read in conjunction with the Company’s audited financial statements and related notes for the year ended January 31, 2014 included in our Form 10-K/A, filed with the Securities Exchange Commission on July 7, 2014. Operating results for the three and nine months ended October 31, 2014 are not necessarily indicative of the results that can be expected for the year ending January 31, 2015. | |
The operating results of ImmunoClin Limited (“IML”), acquired on December 13, 2013, were consolidated with the financial statements of the Company for the three and nine months ended October 31, 2014. | |
The Company changed the presentation of prepaid stock-based compensation from prepaid expense (current asset) to prepaid consulting (equity). | |
Use of Estimates | B. Use of Estimates |
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined. | |
Basic and Diluted Net Income (Loss) Per Share | C. Basic and Diluted Net Income (Loss) Per Share |
Under ASC 260, "Earnings Per Share" ("EPS"), the Company provides for the calculation of basic and diluted earnings per share. Basic EPS includes no dilution and is computed by dividing income or loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of securities that could share in the earnings or losses of the entity. For the three and nine months ended October 31, 2014 and 2013, basic and diluted loss per share are the same since the calculation of diluted per share amounts would result in an anti-dilutive calculation. The Company had 10,000,000 stock options outstanding at October 31, 2014 with 5,000,000 options vesting oneach of November 1, 2014 and November 1, 2015. There were no stock options outstanding at October 31, 2013. | |
Cash and Cash Equivalents | D. Cash and Cash Equivalents |
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. | |
Accounts Receivable and Allowance for Doubtful Accounts | E. Accounts Receivable and Allowance for Doubtful Accounts |
Accounts receivable consists principally of trade receivables, which are recorded at the invoiced amount, net of allowances for doubtful accounts and prompt payment discounts. Trade receivables do not bear interest. The allowance for doubtful accounts represents management’s estimate of the amount of probable credit losses in existing accounts receivable, as determined from a review of past due balances and other specific account data. Account balances are written off against the allowance when management determines the receivable is uncollectible. The Company does not have off-balance sheet credit exposure related to its customers. | |
Prepaid Expense | F. Prepaid Expense |
Prepaid expenses consist of prepaid legal and office rent expenses. | |
Long-Lived Assets | G. Long-Lived Assets |
Under ASC Topic 360, “Property, Plant, and Equipment”, the Company is required to periodically evaluate the carrying value of long-lived assets to be held and used. ASC Topic 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. | |
The Company is adopting ASU update number 2012-02—Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment whereby the Company will first assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that an indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, we conclude that it is not more than likely than not that the indefinite-lived intangible asset is impaired, then we are not required to take further action. If the Company concludes otherwise, then we will determine the fair value of the indefinite-lived intangible asset and perform the required quantitative impairment test by comparing the fair value with the carrying amount. | |
Fair Value Measurements | H. Fair Value Measurements |
Under ASC Topic 820, the Company discloses the estimated fair values of financial instruments. The carrying amounts reported in the balance sheet for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value. | |
In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the consolidated financial statements when the fair value is different than the carrying value of those financial instruments (see Note 3). The estimated fair value of other current assets and current liabilities approximate their carrying amounts due to the relatively short maturity of these instruments. None of these instruments are held for trading purposes. | |
Goodwill and Intangible Assets | I. Goodwill and Intangible Assets |
Under ASC Topic 350 “Intangibles-Goodwill and Other”, goodwill is not amortized to expense, but rather is assessed or tested for impairment at least annually. Impairment write-downs are charged to results of operations in the period in which the impairment is determined. If certain events occur which might indicate goodwill has been impaired, the goodwill is tested for impairment when such events occur. Other acquired intangible assets with finite lives, such as acquired R&D and patents, are required to be amortized over the estimated lives. These intangibles are generally amortized using the straight-line method over estimated useful lives. | |
The Company tests the carrying value of goodwill and indefinite life intangible assets for impairment at least once a year and more frequently if an event or circumstance indicates the asset may be impaired. An impairment loss is recognized if the amount of the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less selling expenses or its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows (cash generating units). | |
The Company did not record an impairment loss on goodwill for the nine months ended October 31, 2014 and 2013. | |
Revenue Recognition | J. Revenue Recognition |
Revenues are recognized at the time clinical and laboratory services are completed and delivered pursuant to percentage of completion and/or milestone payments as per contracts with the Company’s customers. | |
The Company has $745,128 in deferred revenue at October 31, 2014 related to unearned revenue for upfront payments and marketable securities the Company received pursuant to its Laboratory Services Agreement with Cannabis Science, Inc. entered into on September 28, 2014. | |
Research and Development Expenses | K. Research and Development Expenses |
Under ASC Topic 730 “Research and Development”, costs are expensed as incurred. These expenses include the costs of our proprietary R&D efforts, as well as costs incurred in connection with certain licensing arrangements. Before a product receives regulatory approval, we record upfront and milestone payments made by us to third parties under licensing arrangements as expense. Upfront payments are recorded when incurred, and milestone payments are recorded when the specific milestone has been achieved. Once a product receives regulatory approval, any milestone payments will be recorded as Identifiable intangible assets, less accumulated amortization and, unless the asset is determined to have an indefinite life, amortization of the payments will be on a straight-line basis over the remaining agreement term or the expected product life cycle, whichever is shorter. | |
The Company acquired a total of $19,800,000 in R&D intangibles that are being amortized over their estimated useful life of 13 years as described in Note 8 of these Consolidated Financial Statements. All other R&D is expensed as incurred. | |
Income Taxes | L. Income Taxes |
Under ASC Topic 740, “Income Taxes”, the Company in required to account for its income taxes through the establishment of a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carry forwards. Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for book and tax purposes during the year. | |
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. | |
Deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carry forwards. A valuation allowance is established to reduce that deferred tax asset if it is "more likely than not" that the related tax benefits will not be realized. | |
Unfiled Federal Tax Returns: For the years ending January 31, 2014 and 2013, the Company has not filed federal tax returns and may be subject to penalties. The Company estimates that the amount of penalties, if any, will not have a material effect on the results of operations, cash flows or financial position. No provisions have been made in the financial statements for such penalties, if any. | |
The Company is currently having the returns prepared and file overdue federal tax returns for the years ended January 31, 2014 and 2013, which should be completed by December 2014. | |
Stock Based Compensation | M. Stock-Based Compensation |
Under ASC Topic 718, ‘‘Compensation-Stock Compensation’’, the Company is required to measure all employee share-based payments, including grants of employee stock options, using a fair-value-based method and the recording of such expense in the statements of operations. The Company has adopted ASC Topic 718 (SFAS 123R) and recognizes stock-based compensation expense using the modified prospective method. As of October 31, 2014 and 2013, the Company had no vested stock options outstanding.Of the 10,000,000 stock options granted on June 18, 2014, 5,000,000 stock options vest on November 1, 2014 and an additional 5,000,000 vest on November 1, 2015. | |
Comprehensive Loss | N. Comprehensive Loss |
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of October 31, 2014 and 2013, the Company hadforeign exchange translation adjustments of ($42,663) and ($26,228), respectively, which are included in other comprehensive income in the consolidated financial statements. | |
Recent Accounting Pronouncements | O. Recent Accounting Pronouncements |
During the three and nine months ended October 31, 2014 and through December 22, 2014, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. | |
Reclassification | P. Reclassifications |
For comparative purposes, certain prior period consolidated financial statements have been reclassified to conform with report classifications of the current year. |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 9 Months Ended | ||||||
Oct. 31, 2014 | |||||||
Related Party Transactions [Abstract] | |||||||
Schedule of Related Party Transactions | During the nine months ended October 31, 2014, the Company recorded the following related party management fees: | ||||||
Related Party | Position | Fees | |||||
Dr. Dorothy Bray | CEO/President | $ | 218,997 | ||||
J. Scott Munro | CFO | 209,997 | |||||
Chad S. Johnson, Esq. | COO and General Counsel | 144,000 | |||||
Khadija Benlhassan | CSO | 159,003 | |||||
Raymond Dabney | Managing Consultant | 218,997 | |||||
$ | 950,994 | ||||||
Equipment_Tables
Equipment (Tables) | 9 Months Ended | |||||||||||||||||
Oct. 31, 2014 | ||||||||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||||||||
Schedule of Equipment | Accumulated | Net Book Value | Net Book Value | |||||||||||||||
Cost | Depreciation | 31-Oct-14 | 31-Jan-14 | |||||||||||||||
Computers | $ | 17,463 | $ | 7,324 | $ | 10,139 | $ | 6,241 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | ||||||||
Oct. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Schedule of Intangible Assets | 31-Oct-14 | 31-Jan-14 | |||||||
Patents | $ | 200,000 | $ | 200,000 | |||||
Research and development | 19,800,000 | 19,800,000 | |||||||
Less accumulated amortization | (1,360,379 | ) | (206,534 | ) | |||||
$ | 18,639,621 | $ | 19,793,466 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 9 Months Ended |
Oct. 31, 2014 | |
Related Party Transaction [Line Items] | |
Management fees | $950,994 |
Dr. Dorothy Bray - CEO/President | |
Related Party Transaction [Line Items] | |
Management fees | 218,997 |
J. Scott Munro - CFO | |
Related Party Transaction [Line Items] | |
Management fees | 209,997 |
Chad S. Johnson - COO And General Counsel | |
Related Party Transaction [Line Items] | |
Management fees | 144,000 |
Khadija Benlhassan - CSO | |
Related Party Transaction [Line Items] | |
Management fees | 159,003 |
Raymond Dabney - Managing Consultant | |
Related Party Transaction [Line Items] | |
Management fees | $218,997 |
Equipment_Details
Equipment (Details) (USD $) | Oct. 31, 2014 | Jan. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Net Book Value | $10,139 | $6,241 |
Computer | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 17,463 | |
Accumulated Depreciation | 7,324 | |
Net Book Value | $10,139 | $6,241 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Oct. 31, 2014 | Jan. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Less accumulated amortization | $1,360,379 | $206,534 |
Finite lived intangible assets, net | 18,639,621 | 19,793,466 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | 200,000 | 200,000 |
Research And Development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite lived intangible assets, gross | $19,800,000 | $19,800,000 |
Nature_Of_Operations_And_Conti1
Nature Of Operations And Continuance Of Business (Narrative) (Details) (USD $) | Oct. 31, 2014 |
Nature Of Operations And Continuance Of Business Narrative Details | |
Working capital deficit | $2,595,392 |
Summary_Of_Significant_Account2
Summary Of Significant Accounting Policies (Narrative) (Details) | 0 Months Ended | 9 Months Ended | 0 Months Ended |
Jun. 18, 2014 | Oct. 31, 2014 | Oct. 31, 2014 | |
Stock options outstanding | 10,000,000 | ||
Option vesting period | 5,000,000 stock options vest on November 1, 2014 and an additional 5,000,000 vest on November 1, 2015. | ||
Research And Development | |||
Intangible estimated useful life | 13 years |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative) (Details) (USD $) | 9 Months Ended | 0 Months Ended | |||||||||||
Oct. 31, 2014 | Oct. 31, 2013 | Aug. 29, 2014 | Jul. 30, 2014 | Apr. 30, 2014 | Feb. 07, 2014 | Jun. 30, 2014 | Jul. 01, 2014 | Jun. 05, 2014 | Apr. 07, 2014 | Mar. 10, 2014 | Jun. 03, 2014 | Feb. 18, 2014 | |
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from related party loans | $5,729 | ||||||||||||
Intrinsic Venture Corp Controlled By J. Scott Munro - CFO | Loan Payable - Intrinsic Venture Corp | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from related party loans | 2,300 | 50,000 | 10,000 | 10,000 | |||||||||
Intrinsic Capital Corp Controlled By J. Scott Munro - CFO | Loan Payable - Intrinsic Venture Corp | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from related party loans | 240,000 | 46,248 | 7,500 | 25,000 | 15,000 | ||||||||
Debt instrument description | It was secured by a non-interest bearing promissory note due upon demand in 12 months. | ||||||||||||
Intrinsic Capital Corp Controlled By J. Scott Munro - CFO | Loan Payable - Intrinsic Venture Corp | ImmunoClin Limited | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from related party loans | $100,000 | $100,000 |
Notes_Payable_Narrative_Detail
Notes Payable (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||
Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2014 | Oct. 31, 2013 | Aug. 11, 2014 | Oct. 31, 2014 | Jul. 31, 2014 | Jan. 31, 2014 | |
Notes payable | $71,697 | $71,697 | $71,697 | $72,997 | ||||
Loan from related party | 368,110 | 368,110 | 368,110 | 2,062 | ||||
Loss on settlement of debt | -5,198,700 | -5,198,700 | ||||||
Business Development Service Agreement With Jagpal Holdings Ltd | ||||||||
Service agreement terms | Company also entered into a Business Development Service Agreement with Jagpal Holdings Ltd. Pursuant to the Agreement, the consultant has agreed to provide business development services over a five year term with no further consideration other than the aforementioned $5,198,700 loss on settlement of debt to the Company. | |||||||
Promissory Note - Jagpal Holdings Ltd | ||||||||
Notes payable | 71,697 | 71,697 | 71,697 | 72,997 | ||||
Note maturity description | Due upon demand in 12 months | |||||||
Debt instrument description | It was non-interest bearing, unsecured promissory notes. | |||||||
Promissory Note 1 - Jagpal Holdings Ltd | ||||||||
Notes payable | 55,145 | 55,145 | 55,145 | |||||
Note maturity date | 25-Apr-14 | |||||||
Promissory Note 1 - Jagpal Holdings Ltd | Common Stock | ||||||||
Shares issued for debt settlement, shares | 1,300 | |||||||
Shares issued for debt settlement, value | 1,300,000 | |||||||
Loss on settlement of debt | 5,198,700 | |||||||
Share price per share | 0.001 | |||||||
Promissory Note 2 - Jagpal Holdings Ltd | ||||||||
Notes payable | 17,852 | 17,852 | 17,852 | |||||
Note maturity date | 1-Jun-14 | |||||||
Loan Payable - Intrinsic Capital Corp | J. Scott Munro - CFO | ||||||||
Debt instrument description | It was non-interest bearing, unsecured promissory notes. | |||||||
Note maturity date | 20-Jun-15 | |||||||
Loan from related party | 240,000 | 240,000 | 240,000 | 0 | ||||
Loan Payable - Intrinsic Venture Corp | J. Scott Munro - CFO | ||||||||
Note maturity description | Promissory notes with $2,062 due on October 21, 2014 and $20,000 due on October 31, 2015 | |||||||
Loan from related party | $22,062 | $22,062 | $22,062 | $2,062 |
Equity_Narrative_Details
Equity (Narrative) (Details) (USD $) | 9 Months Ended | 0 Months Ended | ||||||||||||
Oct. 31, 2014 | Oct. 31, 2013 | Jun. 18, 2014 | Jun. 30, 2014 | Mar. 20, 2014 | Oct. 16, 2014 | Apr. 23, 2014 | 1-May-14 | 7-May-14 | 27-May-14 | Jun. 01, 2014 | Jun. 04, 2014 | Jun. 21, 2014 | Oct. 31, 2014 | |
Cancellation of common stock by Prestige Performance Corp, Value | $93 | |||||||||||||
Option vesting period | 5,000,000 stock options vest on November 1, 2014 and an additional 5,000,000 vest on November 1, 2015. | |||||||||||||
Stock Option | ||||||||||||||
Shares approved for share based compensation description | A meeting of the Board of Directors with the unanimous consent approved the issuance of 2,000,000 stock options to each management staff of the Company. Each unregistered stock option is exercisable at a price of $1.45 per share and convertible into one common share with expiry five- years from vesting. | |||||||||||||
Fair value of stock options, per option | $0.64 | |||||||||||||
Total fair value of stock options | 6,407,614 | |||||||||||||
Stock Option | Dr. Dorothy Bray - Director and CEO/President | ||||||||||||||
Shares issued for share based compensation | 2,000,000 | |||||||||||||
Stock options exercise price | $1.45 | |||||||||||||
Option vesting period | 1,000,000 options vest on each of November 1, 2014 and November 1, 2015 | |||||||||||||
Stock Option | Chad S. Johnson - COO And General Counsel | ||||||||||||||
Shares issued for share based compensation | 2,000,000 | |||||||||||||
Stock options exercise price | $1.45 | |||||||||||||
Option vesting period | 1,000,000 options vest on each of November 1, 2014 and November 1, 2015 | |||||||||||||
Stock Option | Khadija Benlhassan - CSO | ||||||||||||||
Shares issued for share based compensation | 2,000,000 | |||||||||||||
Stock options exercise price | $1.45 | |||||||||||||
Option vesting period | 1,000,000 options vest on each of November 1, 2014 and November 1, 2015 | |||||||||||||
Stock Option | J. Scott Munro - CFO | ||||||||||||||
Shares issued for share based compensation | 2,000,000 | |||||||||||||
Stock options exercise price | $1.45 | |||||||||||||
Option vesting period | 1,000,000 options vest on each of November 1, 2014 and November 1, 2015 | |||||||||||||
Stock Option | Raymond Dabney - Managing Consultant | ||||||||||||||
Shares issued for share based compensation | 2,000,000 | |||||||||||||
Stock options exercise price | $1.45 | |||||||||||||
Option vesting period | 1,000,000 options vest on each of November 1, 2014 and November 1, 2015 | |||||||||||||
Common Stock | ||||||||||||||
Cancellation of common stock by Prestige Performance Corp, Shares | 92,361 | |||||||||||||
Cancellation of common stock by Prestige Performance Corp, Value | 93 | |||||||||||||
Common Stock | Product Marketing Service Agreement With A Consultant | ||||||||||||||
Share price, per share | $4 | |||||||||||||
Shares issued for service, shares | 50,000 | |||||||||||||
Shares issued for service, value | 200,000 | |||||||||||||
Additional Paid-In Capital | ||||||||||||||
Cancellation of common stock by Prestige Performance Corp, Value | 92 | |||||||||||||
Cumulative Translation Adjustments | ||||||||||||||
Cancellation of common stock by Prestige Performance Corp, Value | 1 | |||||||||||||
Rule 144 Restricted Stock | Consulting Agreement With Dr. Marco Kaiser | ||||||||||||||
Share price, per share | $4.25 | |||||||||||||
Shares issued for service, shares | 10,000 | |||||||||||||
Shares issued for service, value | 42,500 | |||||||||||||
Rule 144 Restricted Stock | Consulting Agreement With Railton Frith | ||||||||||||||
Share price, per share | $3.75 | |||||||||||||
Shares issued for service, shares | 10,000 | |||||||||||||
Shares issued for service, value | 37,500 | |||||||||||||
Rule 144 Restricted Stock | Consulting Agreement With Professor Antony Bayer | ||||||||||||||
Share price, per share | $3.75 | |||||||||||||
Shares issued for service, shares | 10,000 | |||||||||||||
Shares issued for service, value | 37,500 | |||||||||||||
Rule 144 Restricted Stock | Consulting Agreement With Professor Jean Mariani | ||||||||||||||
Share price, per share | $5 | |||||||||||||
Shares issued for service, shares | 10,000 | |||||||||||||
Shares issued for service, value | 50,000 | |||||||||||||
Rule 144 Restricted Stock | Consulting Agreement With Dr. Heinz Ellerbrok | ||||||||||||||
Share price, per share | $4.80 | |||||||||||||
Shares issued for service, shares | 10,000 | |||||||||||||
Shares issued for service, value | 48,000 | |||||||||||||
Rule 144 Restricted Stock | Consulting Agreement With Professor Iwona Wybranska | ||||||||||||||
Share price, per share | $5.60 | |||||||||||||
Shares issued for service, shares | 10,000 | |||||||||||||
Shares issued for service, value | 56,000 | |||||||||||||
Rule 144 Restricted Stock | Consulting Agreement With Dr. Gundula Piechotta | ||||||||||||||
Share price, per share | $5.60 | |||||||||||||
Shares issued for service, shares | 10,000 | |||||||||||||
Shares issued for service, value | 56,000 | |||||||||||||
Rule 144 Restricted Stock | Business Development Service Agreement With A Consultant | ||||||||||||||
Share price, per share | $4 | $4 | ||||||||||||
Shares issued for service, shares | 1,000,000 | |||||||||||||
Shares issued for service, value | $4,000,000 | |||||||||||||
Series A Preferred Stock | ||||||||||||||
Preferred stock voting rights | The shares of Series A preferred stock have 51% of the total vote on all shareholder matters and 66-2/3% of the Series A preferred stockholders may make any affirmative vote to amend, alter or repeal and provision of the Articles of Incorporation or the Bylaws of the Company. |
Equipment_Narrative_Details
Equipment (Narrative) (Details) (Computer) | 9 Months Ended |
Oct. 31, 2014 | |
Computer | |
Estimated useful life | 5 years |
Intangible_Assets_Narrative_De
Intangible Assets (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||
Oct. 31, 2014 | Oct. 31, 2013 | Oct. 31, 2014 | Oct. 31, 2013 | Dec. 13, 2013 | Jan. 31, 2014 | |
Goodwill | $654,992 | $654,992 | $654,992 | |||
Intangible amortization expenses per year | 376,922 | 1,153,845 | ||||
Intangible Assets | ||||||
Intangible amortization expenses per year | 1,538,462 | |||||
Estimated life of intangible assets | 13 years | |||||
Intangibles fully amortized by | Intangibles being fully amortized by fiscal 2028. | |||||
Immunoclin Limited (IML) | ||||||
Purchase price | 20,000,000 | |||||
Intangibles-R&D | 19,800,000 | |||||
Goodwill | 654,992 | |||||
Net tangible assets | -454,992 | |||||
Common Stock | Patents | ||||||
Share price, per share | $2 | |||||
Stock issued to acquire patent, shares | 100,000 | |||||
Stock issued to acquire patent, value | $200,000 |
Commitments_And_Contingencies_
Commitments And Contingencies (Narrative) (Details) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended |
Aug. 02, 2014 | Oct. 31, 2014 | Oct. 01, 2014 | |
Lease Agreements | |||
Lease description | The Company entered into a 2-year lease, with a 2-year renewal option, for a new corporate office in Washington, DC that will commence on August 1, 2014. Commitments under the lease are $2,900 per month, plus shared costs. | Lease commitments are approximately $38 per square foot or $63,000 per year, plus charges of approximately $4,000. The lease is paid semi-annually on January 1st and June 1st. | |
Monthly lease | $2,900 | ||
Lease Agreements With London BioScience Innovation Centre | |||
Monthly lease | 8,100 | ||
Annual lease | 97,000 | ||
Lease Agreements With London BioScience Innovation Centre | United Kingdom, Pounds | |||
Lease description | On October 1, 2014, the Company signed a five (5) year lease with London BioScience Innovation Centre (“LBIC”). | ||
Monthly lease | 5,065 | ||
Annual lease | $60,775 |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) (USD $) | 9 Months Ended | 0 Months Ended | |||||||||||||||
Oct. 31, 2014 | Oct. 31, 2013 | Jun. 30, 2014 | Jul. 01, 2014 | Jun. 05, 2014 | Apr. 07, 2014 | Mar. 10, 2014 | Jun. 03, 2014 | Feb. 18, 2014 | Aug. 29, 2014 | Jul. 30, 2014 | Apr. 30, 2014 | Feb. 07, 2014 | Nov. 28, 2014 | Nov. 24, 2014 | Dec. 12, 2014 | Nov. 26, 2014 | |
Subsequent Event [Line Items] | |||||||||||||||||
Proceeds from related party loans | $5,729 | ||||||||||||||||
Intrinsic Capital Corp Controlled By J. Scott Munro - CFO | Loan Payable - Intrinsic Venture Corp | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Proceeds from related party loans | 240,000 | 46,248 | 7,500 | 25,000 | 15,000 | ||||||||||||
Intrinsic Capital Corp Controlled By J. Scott Munro - CFO | Loan Payable - Intrinsic Venture Corp | ImmunoClin Limited | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Proceeds from related party loans | 100,000 | 100,000 | |||||||||||||||
Intrinsic Venture Corp Controlled By J. Scott Munro - CFO | Loan Payable - Intrinsic Venture Corp | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Proceeds from related party loans | 2,300 | 50,000 | 10,000 | 10,000 | |||||||||||||
Subsequent Event | Intrinsic Capital Corp Controlled By J. Scott Munro - CFO | Loan Payable - Intrinsic Venture Corp | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Proceeds from related party loans | 2,000 | 15,000 | |||||||||||||||
Subsequent Event | Intrinsic Capital Corp Controlled By J. Scott Munro - CFO | Loan Payable - Intrinsic Venture Corp | ImmunoClin Limited | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Proceeds from related party loans | 25,000 | ||||||||||||||||
Subsequent Event | Intrinsic Venture Corp Controlled By J. Scott Munro - CFO | Loan Payable - Intrinsic Venture Corp | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Proceeds from related party loans | $4,200 | $9,125 |