Cover
Cover | 9 Months Ended |
Jul. 31, 2013shares | |
Cover [Abstract] | |
Entity Registrant Name | Fresh Harvest Products, Inc. |
Entity Central Index Key | 0001331612 |
Document Type | 10-Q |
Amendment Flag | false |
Current Fiscal Year End Date | --10-31 |
Entity Small Business | true |
Entity Shell Company | false |
Entity Emerging Growth Company | false |
Entity Current Reporting Status | No |
Document Period End Date | Jul. 31, 2013 |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2013 |
Entity Common Stock Shares Outstanding | 1,635,610,445 |
Document Quarterly Report | true |
Document Transition Report | false |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jul. 31, 2013 | Oct. 31, 2012 |
ASSETS | ||
Total assets | $ 0 | $ 0 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,325,848 | 1,150,349 |
Accrued interest | 230,701 | 176,747 |
Notes payable, related party, current | 32,312 | 32,312 |
Notes payable, current, net of debt discount | 467,396 | 406,083 |
Derivative liability | 556,733 | 334,526 |
Total current liabilities | 2,612,990 | 2,100,017 |
Total liabilities | 2,612,990 | 2,100,017 |
Stockholders' deficit | ||
Preferred stock, $.0001 par value, 5,000,000 shares authorized, issued and outstanding | 500 | 500 |
Common stock, $.0001 par value, 2,000,000,000 authorized shares, 1,635,610,445 shares outstanding | 163,562 | 163,562 |
Additional paid in capital | 7,054,106 | 7,054,106 |
Accumulated deficit | (9,831,158) | (9,318,185) |
Total stockholders' deficit | (2,612,990) | (2,100,017) |
Total liabilities and stockholders' deficit | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jul. 31, 2013 | Oct. 31, 2012 |
STOCKHOLDERS EQUITY | ||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Outstanding | 5,000,000 | 5,000,000 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 1,635,610,445 | 506,885,209 |
Common Stock, Shares Outstanding | 1,635,610,445 | 506,885,209 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2013 | Jul. 31, 2012 | Jul. 31, 2013 | Jul. 31, 2012 | |
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Cost of goods sold | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Operating expenses | ||||
Salaries and wages | 36,000 | 36,000 | 108,000 | 108,000 |
Sales and marketing | 0 | 2,659 | 50,000 | 229,314 |
Legal and professional fees | 1,500 | 47,950 | 2,600 | 121,100 |
General and administrative | 21,281 | 43,430 | 64,898 | 378,655 |
Total operating expenses | 58,781 | 130,039 | 225,498 | 837,069 |
Income (loss) from operations | (58,781) | (130,039) | (225,498) | (837,069) |
Other income (expense) | ||||
Income on forgiveness of debt | 0 | 0 | 0 | 124,294 |
Change in fair value of derivatives | 93,790 | 7,765 | (172,207) | 34,341 |
Interest (expense) income | (51,164) | 68,860 | (115,268) | 31,322 |
Total other income (expenses) | 42,626 | 76,625 | (287,475) | 189,957 |
Loss before provision for income taxes | (16,155) | (53,414) | (512,973) | (647,112) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss from continuing operations | (16,155) | (53,414) | (512,973) | (647,112) |
Net income (loss) from discontinued operations, net of income taxes | 0 | 29,009 | 0 | 92,236 |
Net Loss | $ (16,155) | $ (24,405) | $ (512,973) | $ (554,876) |
Basic and diluted earnings (loss) per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding (basic and diluted) | 1,635,610,445 | 1,068,943,779 | 1,635,610,445 | 838,928,622 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Jul. 31, 2013 | Jul. 31, 2012 | |
Cash flows from operating activities: | ||
Net loss | $ (512,973) | $ (554,876) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Depreciation | 0 | 2,544 |
Stock issued for services | 0 | 464,121 |
Income from forgiveness of debt | 0 | (124,294) |
Amortization of debt discount | 61,313 | 732 |
Change in fair value of derivative liabilities | 222,207 | (34,341) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | (31,591) |
Inventory | 0 | 7,385 |
Accounts payable and accrued expenses | 175,499 | 255,097 |
Accrued interest | 53,954 | (32,064) |
Net cash provided by (used in) from operating activities | 0 | (47,287) |
Cash flows from financing activities: | ||
Proceeds from issuance of loans payable | 0 | 21,000 |
Proceeds from advances from related parties | 0 | 26,287 |
Net cash provided by financing activities | 0 | 47,287 |
Net (decrease) increase in cash | 0 | 0 |
Cash, beginning of period | 0 | 0 |
Cash, end of period | 0 | 0 |
Supplemental disclosure of cash flow information: | ||
Taxes paid | 0 | 0 |
Interest paid | $ 0 | $ 0 |
Non-cash financing activities: | ||
Common stock issued for conversion of debt, accounts payable and accrued expenses | 626,490 |
GENERAL ORGANIZATION AND BUSINE
GENERAL ORGANIZATION AND BUSINESS | 9 Months Ended |
Jul. 31, 2013 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) | |
NOTE 1. GENERAL ORGANIZATION AND BUSINESS | Fresh Harvest Products, Inc., a New Jersey corporation (the “Company”), is engaged in the software and mobile application development and video production businesses. The Company previously operated as a natural and organic food products company before management decided to transition the Company’s line of business to capitalize on its relationships within the rapidly growing Software-as-a-Service (SasS), enterprise software and mobile application markets. During October 2012, the Company began integrating a digital plan and strategy which will shift the Company’s focus on expanding the online network and community, as well as an expansion of online services, with a focus on developing various SaaS models in the health, wellness, fitness, lifestyles of health and sustainability (LOHAS) and healthcare industries. The Company expects to develop, license and acquire software applications that will generate revenue through subscription fees, in-app upgrades, purchases and advertising. The Company is currently working on several software applications including a calorie calculator and food comparison software solution so that consumers can be informed and compare what foods they are eating and be able to accurately calculate their daily calories per item, as well as compare foods with each other to learn and understand what the healthier options are. The company is actively seeking strategic partners and acquisition targets in order to grow and expand. On October 11, 2012, Fresh Harvest Products, Inc. (referred to herein as the “Company”, “we”, “us” and “our”), the Company, AC LaRocco, Inc., the Company’s wholly-owned subsidiary (the “Subsidiary”), ACL Foods, LLC (“Foods”), and Rose & Shore, Inc. (“R&S”), entered into an agreement (the “Agreement”) pursuant to which the parties agreed to enter into a transaction whereby (i) Foods & R&S released the Company and the Subsidiary from their respective debt obligations to Foods & R&S, including the Secured Promissory Note, the Security Agreement, the Tri-party Agreement, the Assignment and License Agreement (between the Subsidiary and R&S), the Accounts Collection “Lock Box Agreement (between the Subsidiary and R&S), and the personal guaranty of the Subsidiaries obligations to R&S executed by Michael Friedman, the Company’s President & CEO; and (ii) Foods assumed obligations and fees due R&S and a certain food broker for a retail client of the Subsidiary’s, in consideration for the assignment to Foods of the rights, title and interest in certain intellectual property rights of the Subsidiary and R&S. Each of the parties had been or were a manufacturer (or related to manufacturer) of the Subsidiary, up to the date of these Agreements, and both parties were creditors of the Subsidiary. Assignment of Property Agreement On October 11, 2012, the Company, the Subsidiary, R&S and Foods entered into an Assignment of Intellectual Property Agreement pursuant to which the Company and the Subsidiary transferred to Foods at the Closing all of the Company’s and the Subsidiary’s right, title and interest in and to certain AC LaRocco brand properties, including without limitation all trademarks, trade names, copyrights, intellectual property rights and other related rights thereto (the “Transferred Property”). |
LIQUIDITY, CAPITAL RESOURCES AN
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN | 9 Months Ended |
Jul. 31, 2013 | |
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN | |
NOTE 2. LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN | The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the continuation of operations, realization of assets and liquidation of liabilities in the ordinary course of business. For the quarters ended July 31, 2013 and 2012, the Company reported a net loss of $16,155 and $24,405, respectively. As of July 31, 2013, the Company maintained total assets of $0, total liabilities including long-term debt of $2,612,990 along with an accumulated deficit of $9,831,158. The Company believes that additional capital will be required to fund operations through the quarter ended July 31, 2013 and beyond, as it attempts to generate increasing revenue, and develop new products. The Company intends to attempt to raise capital through additional equity offerings and debt obligations. There can be no assurance that the Company will be successful in obtaining financing at the level needed or on terms acceptable to the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying quarterly financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s insolvent financial condition also may create a risk that we may be forced to file for protection under applicable bankruptcy laws or state insolvency statutes. The Company also may face the risk that a receiver may be appointed. The Company may face additional risks resulting from our current financial condition. For these and other reasons, our management recognizes the adverse difficulties and continuing severe challenges we face. Apart from the limited funds that The Company has received there can be no assurance that the Company will receive any financing or funding from any source or if any financing should be obtained, that existing shareholders will not incur substantial, immediate, and permanent dilution of their existing investment. The Company’s operations are subject to certain additional risks and uncertainties including, among others, dependence on outside suppliers and manufacturers, competition, dependence on its exclusive license and relationship with the licensor, uncertainties regarding patents and proprietary rights, dependence on key personnel, and other business risks. In addition, there is no assurance, assuming the Company is successful in raising additional capital that the Company will be successful in achieving profitability or positive cash flow. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Jul. 31, 2013 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the quarters ended July 31, 2013 and 2012. Basis of Consolidation The Company prepares its financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company, and its wholly owned subsidiary. All significant intercompany accounts, balances and transactions have been eliminated upon consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly from those estimates. Cash and Cash Equivalents The Company maintains cash balances in a non-interest bearing account that currently does not exceed federally insured limits. For the purpose of the consolidated statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of July 31, 2013 and October 31, 2012. Net Loss Per Share Calculation Basic net loss per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Revenue Recognition and Sales Incentives Sales will be recognized when an online transaction is processed, which occurs when a user of one of software products purchases the products online or in an app. Sales are reported net of sales incentives, which could include discounts and promotions. Income Taxes The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements. Advertising Advertising is expensed when incurred. For the three month period ended July 31, 2013 and 2012, advertising expense was $0 and $0, respectively. For the nine month period ended July 31, 2013 and 2012, advertising expense was $0 and $0, respectively. Share-based compensation The Company accounts for common stock issued to employees, directors, and consultants in accordance with the provisions of the Accounting Standards Codification (ASC) 718 Stock Based Compensation For the three month period ended July 31, 2013 and 2012, the Company recognized $0 and $85,707 in stock based compensation expense, which is included within the operating expenses on the consolidated statement of operations. For the nine month period ended July 31, 2013 and 2012, the Company recognized $0 and $464,121 in stock based compensation expense, which is included within the operating expenses on the consolidated statement of operations. The stock was valued at the closing price on the date issued less a 20% discount. Recently Issued Accounting Pronouncements As of and for the fiscal quarter ended July 31, 2013, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations. Subsequent Events In accordance with ASC 855, Subsequent Events |
NOTES PAYABLE - RELATED PARTIES
NOTES PAYABLE - RELATED PARTIES | 9 Months Ended |
Jul. 31, 2013 | |
NOTES PAYABLE - RELATED PARTIES | |
NOTE 4. NOTES PAYABLE - RELATED PARTIES | As of July 31, 2013 and October 31, 2012 the Company had $32,312 in outstanding notes payable to related parties. As of July 31, 2013 and October 31, 2012, the Company had $2,424 and $0, respectively, in outstanding interest to related parties. The outstanding notes payable have one-year terms and 10% interest rates. The principal amount of the notes and accrued and unpaid interest is convertible into common shares of the Company upon the due date at $0.0001 per share, subject to adjustments. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Jul. 31, 2013 | |
NOTES PAYABLE | |
NOTE 5. NOTES PAYABLE | The Company did not enter into any notes payable during the quarter ended July 31, 2013. As of July 31, 2013 and October 31, 2012, the notes payable are as follows: Date of Note Issuance Original Principal Balance Maturity Date Interest Rate % Conversion Rate Principal Balance 7/31/13 Principal Balance 10/31/12 2/1/13 $ 50,000 2/1/14 10 % lesser $0.0015 or 50% discount to market $ 50,000 $ - 10/31/12 104,278 10/31/13 10 % lesser $0.0015 or 50% discount to market 104,278 104,278 3/16/12 50,000 9/16/12 10 % $ 0.00200 60,000 60,000 2/14/12 14,900 2/14/13 10 % $ 0.00100 24,900 24,900 2/10/12 25,000 8/10/12 10 % $ 0.00119 25,000 25,000 1/26/12 40,000 7/26/12 10 % $ 0.00113 8,000 8,000 1/26/12 65,595 7/26/12 10 % $ 0.00113 27,595 27,595 10/18/11 1,900 10/18/11 8 % no written agreement 6,900 6,900 10/11/11 2,500 4/11/12 12 % $ 0.00390 2,500 2,500 8/25/11 108,101 2/25/12 10 % $ 0.01000 2,631 2,631 10/3/10 20,000 10/3/12 10 % lesser $0.01 or 20% discount to market 20,000 20,000 10/31/09 4,000 10/31/10 8 % no written agreement 4,000 4,000 8/31/09 5,000 8/31/12 12 % lesser $0.01 or 20% discount to market 5,000 5,000 8/26/09 20,000 8/26/12 12 % lesser $0.01 or 20% discount to market 20,000 20,000 8/25/09 20,000 8/25/12 12 % lesser $0.01 or 20% discount to market 20,000 20,000 2/26/07 30,000 2/26/09 12 % lesser $0.50 or 35% discount to market 30,000 30,000 4/17/07 20,000 4/17/09 10 % lesser $0.45 or 35% discount to market 20,000 20,000 6/14/07 15,000 6/15/09 10 % lesser $0.50 or 25% discount to market 15,000 15,000 1/29/07 15,000 1/29/09 10 % $ 0.95000 15,000 15,000 4/17/07 15,000 4/17/09 10 % lesser $0.45 or 35% discount to market 15,000 15,000 12/23/06 18,000 12/23/08 10 % $ 0.95000 18,000 18,000 11/30/06 50,000 11/30/08 10 % $ 0.85000 50,000 50,000 9/16/06 100,000 9/9/08 12 % 35% discount to market 38,000 38,000 10/1/05 15,000 4/1/07 10 % $ 0.50000 15,000 15,000 Total $ 596,804 $ 546,804 Debt Discount (129,408 ) (140,721 ) Total $ 467,396 $ 406,083 The Company currently has a total of twenty-two convertible promissory notes that are in default and we may be subject to legal proceedings or lawsuits from any number of those convertible noteholders. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 9 Months Ended |
Jul. 31, 2013 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
NOTE 6. DERIVATIVE FINANCIAL INSTRUMENTS | The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of July 31, 2013 and October 31, 2012 and the amounts that were reflected in income related to derivatives for the quarter and year then ended: July 31, 2013 The financings giving rise to derivative Indexed Fair financial instruments Shares Values Compound embedded derivative 3,050,817,927 $ (556,733 ) October 31, 2012 The financings giving rise to derivative Indexed Fair financial instruments Shares Values Compound embedded derivative 1,929,452,480 $ (334,526 ) The following tables summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended July 31, 2013 and 2012: The financings giving rise to derivative financial instruments and the income effects: Nine Months Ended July 31, 2013 July 31, 2012 Compound embedded derivative $ (150,207 ) $ 34,341 Day one derivative loss (22,000 ) - Total derivative gain (loss) $ (172,207 ) $ 34,341 The Company’s Convertible Notes gave rise to derivative financial instruments. The Notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option. Current accounting principles that are provided in ASC 815 - Derivatives and Hedging Significant inputs and results arising from the Monte Carlo Simulations process are as follows for the compound embedded derivative that has been bifurcated from the Convertible Notes and classified in liabilities: July 31, 2013 July 31, 2012 Quoted market price on valuation date $ 0.0003 $ 0.0005 Contractual conversion rate $ 0.00011 - $0.00023 $ 0.00029 - $0.00046 Range of effective contractual conversion rates -- -- Contractual term to maturity 0.25 – 0.50 Years 1.00 Year Market volatility: Volatility 138.28% - 238.13 % 138.28% - 238.13 % Contractual interest rate 5% - 12 % 5% - 12 % The following table reflects the issuances of compound embedded derivatives and changes in fair value inputs and assumptions related to the compound embedded derivatives during the quarter ended July 31, 2013 and the year ended October 31, 2012. July 31, 2013 October 31, 2012 Beginning balance $ 334,526 $ 176,871 Issuances: Convertible Note Financing 50,000 182,648 Changes in fair value inputs and assumptions reflected in income 172,207 (24,993 ) Ending balance $ 556,733 $ 334,526 The fair value of the compound embedded derivative is significantly influenced by the Company’s trading market price, the price volatility in |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 9 Months Ended |
Jul. 31, 2013 | |
STOCKHOLDERS EQUITY | |
NOTE 7. STOCKHOLDERS' EQUITY | Series A Preferred Stock Certificate of Designations On February 23, 2011, the Parent Company filed a Certificate of Designations of Series A Convertible Preferred Stock (the “ Certificate of Designations Series A Preferred Stock Number 5,000,000 shares of the Parent Company’s Preferred Stock are designated as shares of Series A Convertible Preferred Stock. Dividends Any dividends (other than dividends on common stock payable solely in common stock or dividends on the Series A Preferred Stock payable solely in Series A Preferred Stock) declared or paid in any fiscal year will be declared or paid among the holders of the Series A Preferred Stock and common stock then outstanding in proportion to the greatest whole number of shares of common stock which would be held by each such holder if all shares of Series A Preferred Stock were converted into shares of common stock pursuant to the terms of the Certificate of Designations. The Parent Company’s Board of Directors is under no obligation to declare dividends on the Series A Preferred Stock. Conversion Each share of Series A Preferred Stock is generally convertible into 100 shares of the Parent Company’s common stock (the “ Conversion Rate Liquidation In the event of any liquidation, dissolution or winding up of the Parent Company, the assets of the Parent Company legally available for distribution by the Parent Company would be distributed with equal priority and pro rata among the holders of the Series A Preferred Stock and common stock in proportion to the number of shares of common stock held by them, with the shares of Series A Preferred Stock being treated for this purpose as if they had been converted to shares of common stock at the then applicable Conversion Rate. Voting On any matter presented to the stockholders of the Parent Company for their action or consideration at any meeting of stockholders of the Parent Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series A Preferred Stock would be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Parent Company’s Certificate of Incorporation, holders of Series A Preferred Stock vote together with the holders of common stock as a single class. |
PROVISION FOR CORPORATE INCOME
PROVISION FOR CORPORATE INCOME TAXES | 9 Months Ended |
Jul. 31, 2013 | |
PROVISION FOR CORPORATE INCOME TAXES | |
NOTE 8. PROVISION FOR CORPORATE INCOME TAXES | The Company provides for income taxes by the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. This also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has approximately $2,700,000 in gross deferred tax assets at July 31, 2013, resulting from net operating loss carry forwards. A valuation allowance has been recorded to fully offset these deferred tax assets because the future realization of the related income tax benefits is uncertain. Accordingly, the net provision for income taxes is zero as of July 31, 2013. The Company had net operating losses (NOLs) as of July 31, 2013 of approximately $8,000,000 for federal tax purposes, portions of which are currently expiring each year through 2033. The Company may be able to utilize its NOLs to reduce future federal and state income tax liabilities. However, these NOLs are subject to various limitations under Internal Revenue Code (“IRC”) Section 382. IRC Section 382 limits the use of NOLs to the extent there has been an ownership change of more than 50 percentage points. In addition, the NOL carry-forwards are subject to examination by the taxing authority and could be adjusted or disallowed due to such exams. Although the Company has not undergone an IRC Section 382 analysis, it is possible that the utilization of the NOLs could be substantially limited. The Company has no tax provision for the quarterly periods ended July 31, 2013 and 2012 due to losses and full valuation allowances against net deferred tax assets. As of October 31, 2012, the difference between the tax provision at the statutory federal income tax rate and the tax provision attributable to loss before income taxes is as follows (in percentages): Statutory federal income tax rate (34 %) State taxes – net of federal benefits (5 %) Valuation allowance 39 % Income tax rate – net 0 % Fin 48 - Accounting for Uncertain Tax Positions The Parent Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state, and local jurisdictions. The Company is no longer subject to U.S. federal income tax examination by tax authorities for the years prior to October 31, 2005. With respect to state and local jurisdictions, with limited exception, the Parent Company and or its subsidiaries are no longer subject to income tax audits prior to October 31, 2005. In the normal course of business, the Company is subject to examination by various taxing authorities. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, interest and penalties have been provided for any adjustments that may result from these open tax years. Based on management’s review of the Company’s tax position, the Parent Company and subsidiaries had no significant unrecognized corporate tax liabilities as of July 31, 2013 and 2012 payable to the Internal Revenue Service due to the net operating loss carry-forward, however, the Company had yet to file its 2005 through 2009 Federal, New Jersey nor New York Corporate Income Tax Returns. |
UNPAID PAYROLL TAXES
UNPAID PAYROLL TAXES | 9 Months Ended |
Jul. 31, 2013 | |
UNPAID PAYROLL TAXES | |
NOTE 9. UNPAID PAYROLL TAXES | As of July 31, 2013, the Company owed the Internal Revenue Service and New York State payroll related taxes in the amounts of $135,875 and $30,084 respectively, plus applicable interest and penalties. The total amount due to both taxing authorities including penalties and interest was $165,959 as of July 31, 2013, and $165,959 as of October 31, 2012, subject to further penalties and interest plus accruals on unpaid wages. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jul. 31, 2013 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 10. COMMITMENTS AND CONTINGENCIES | Rent As of July 31, 2013, the Parent Company maintains its office in New York, New York. There is a month-to-month office lease. The rent is approximately $1,050 per month for our current office location. For the three month period ended July 31, 2013 and 2012, rent expense was $3,150 and $3,150, respectively, and is included within general and administrative expenses on the consolidated statement of operations. For the nine month period ended July 31, 2013 and 2012, rent expense was $9,450 and $13,300, respectively, and is included within general and administrative expenses on the consolidated statement of operations. As of July 31, 2013 and October 31, 2012, the total amount owed to related party was $33,500 and $24,050, including $17,450 and $4,850, respectively, for accumulated rent. IRS Tax Lien The Internal Revenue Service has placed a federal tax lien on all of the assets of the Company. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Jul. 31, 2013 | |
SUBSEQUENT EVENTS | |
NOTE 11 SUBSEQUENT EVENTS | The Company has evaluated subsequent events for recognition and disclosure through January 29, 2021, the date the financial statements were available to be issued, and determined that there were no such events requiring adjustment to, or disclosure in, the accompanying financial statements, other than included below:. Change of Domicile On November 3, 2017 the Company changed its domicile from New Jersey to Delaware and authorized shares to 20 Brillion shares of common stock, par value, $0.000001 per shares, and 500 Million shares of Series A Preferred Stock, par value, $0.000001 per shares, and 500 Million Shares of Series B Preferred Stock, par value, $0.000001 per shares. Each share of Series A and Series B Preferred Stock is convertible into 100 shares of the Company’s common stock. D&E Agreements – Convertible Promissory Notes and Put Option Agreement On May 5, 2020, the Company entered into 4 agreements with D&E Holdings 20, LLC (“D&E”). The Agreements were: Convertible Promissory Note for $50,000 (the note has a 6-month term, a 10% interest rate and a conversion price of $0.0001), a Stock Purchase Agreement, a Note Purchase Agreement and a Put Option Agreement. The Put Option Agreement describes a transaction where, once D&E loans the Company a total of $100,000, then D&E may, at its sole discretion, exercise their Put Option to merge their real estate asset (a laboratory space consisting of between 30, 000 and 40,000 sq ft within the Former MetroSouth Medical Center Campus Illinois) with the Company. Upon D&E exercising the Put Option, D&E shall be issued a total of 83% of all of the outstanding shares of stock of the Company. Increase of Authorized Common and Preferred Shares. On December 21, 2020, the Company increased its authorized shares to 1 Trillion shares of common stock, par value, $0.000001 per share, and 5 Billion shares of Series A Preferred Stock, par value, $0.000001 per share, and 5 Billion Shares of Series B Preferred Stock, par value, $0.000001 per share. Each share of Series A and Series B Preferred Stock is convertible into 100 shares of the Company’s common stock. On December 31, 2020 the Company issued 1,050,000,000 common shares for services rendered to the Company. On December 31, 2020 five (5) Noteholders, including the Company’s Board of Director Members, converted a total of $1,965,460 of convertible promissory notes into 40,702,104,817 common shares of the Company. The Company’s two Board of Director Members converted a total of $1,644,825 of convertible promissory notes into a total of 34,267,187,500 common shares. The Company’s Board of Director Members control approximately 87.32% of the voting rights of the Company. The 3 (three) Noteholders converted a total of $325,666 of convertible promissory notes into a total of 6,434,917,317 common shares. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jul. 31, 2013 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the quarters ended July 31, 2013 and 2012. |
Basis of Consolidation | The Company prepares its financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company, and its wholly owned subsidiary. All significant intercompany accounts, balances and transactions have been eliminated upon consolidation. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly from those estimates. |
Cash and Cash Equivalents | The Company maintains cash balances in a non-interest bearing account that currently does not exceed federally insured limits. For the purpose of the consolidated statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of July 31, 2013 and October 31, 2012. |
Net Loss Per Share Calculation | Basic net loss per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. |
Revenue Recognition and Sales Incentives | Sales will be recognized when an online transaction is processed, which occurs when a user of one of software products purchases the products online or in an app. Sales are reported net of sales incentives, which could include discounts and promotions. |
Income Taxes | The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements. |
Advertising | Advertising is expensed when incurred. For the three month period ended July 31, 2013 and 2012, advertising expense was $0 and $0, respectively. For the nine month period ended July 31, 2013 and 2012, advertising expense was $0 and $0, respectively. |
Share-based compensation | The Company accounts for common stock issued to employees, directors, and consultants in accordance with the provisions of the Accounting Standards Codification (ASC) 718 Stock Based Compensation For the three month period ended July 31, 2013 and 2012, the Company recognized $0 and $85,707 in stock based compensation expense, which is included within the operating expenses on the consolidated statement of operations. For the nine month period ended July 31, 2013 and 2012, the Company recognized $0 and $464,121 in stock based compensation expense, which is included within the operating expenses on the consolidated statement of operations. The stock was valued at the closing price on the date issued less a 20% discount. |
Recently Issued Accounting Pronouncements | As of and for the fiscal quarter ended July 31, 2013, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations. |
Subsequent Events | In accordance with ASC 855, Subsequent Events |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Jul. 31, 2013 | |
NOTES PAYABLE | |
Schedule of Notes Payable | Date of Note Issuance Original Principal Balance Maturity Date Interest Rate % Conversion Rate Principal Balance 7/31/13 Principal Balance 10/31/12 2/1/13 $ 50,000 2/1/14 10 % lesser $0.0015 or 50% discount to market $ 50,000 $ - 10/31/12 104,278 10/31/13 10 % lesser $0.0015 or 50% discount to market 104,278 104,278 3/16/12 50,000 9/16/12 10 % $ 0.00200 60,000 60,000 2/14/12 14,900 2/14/13 10 % $ 0.00100 24,900 24,900 2/10/12 25,000 8/10/12 10 % $ 0.00119 25,000 25,000 1/26/12 40,000 7/26/12 10 % $ 0.00113 8,000 8,000 1/26/12 65,595 7/26/12 10 % $ 0.00113 27,595 27,595 10/18/11 1,900 10/18/11 8 % no written agreement 6,900 6,900 10/11/11 2,500 4/11/12 12 % $ 0.00390 2,500 2,500 8/25/11 108,101 2/25/12 10 % $ 0.01000 2,631 2,631 10/3/10 20,000 10/3/12 10 % lesser $0.01 or 20% discount to market 20,000 20,000 10/31/09 4,000 10/31/10 8 % no written agreement 4,000 4,000 8/31/09 5,000 8/31/12 12 % lesser $0.01 or 20% discount to market 5,000 5,000 8/26/09 20,000 8/26/12 12 % lesser $0.01 or 20% discount to market 20,000 20,000 8/25/09 20,000 8/25/12 12 % lesser $0.01 or 20% discount to market 20,000 20,000 2/26/07 30,000 2/26/09 12 % lesser $0.50 or 35% discount to market 30,000 30,000 4/17/07 20,000 4/17/09 10 % lesser $0.45 or 35% discount to market 20,000 20,000 6/14/07 15,000 6/15/09 10 % lesser $0.50 or 25% discount to market 15,000 15,000 1/29/07 15,000 1/29/09 10 % $ 0.95000 15,000 15,000 4/17/07 15,000 4/17/09 10 % lesser $0.45 or 35% discount to market 15,000 15,000 12/23/06 18,000 12/23/08 10 % $ 0.95000 18,000 18,000 11/30/06 50,000 11/30/08 10 % $ 0.85000 50,000 50,000 9/16/06 100,000 9/9/08 12 % 35% discount to market 38,000 38,000 10/1/05 15,000 4/1/07 10 % $ 0.50000 15,000 15,000 Total $ 596,804 $ 546,804 Debt Discount (129,408 ) (140,721 ) Total $ 467,396 $ 406,083 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Jul. 31, 2013 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
Schedule of Fair value derivative liabilities | The financings giving rise to derivative Indexed Fair financial instruments Shares Values Compound embedded derivative 3,050,817,927 $ (556,733 ) October 31, 2012 The financings giving rise to derivative Indexed Fair financial instruments Shares Values Compound embedded derivative 1,929,452,480 $ (334,526 ) |
Schedule of derivative financial instruments | Nine Months Ended July 31, 2013 July 31, 2012 Compound embedded derivative $ (150,207 ) $ 34,341 Day one derivative loss (22,000 ) - Total derivative gain (loss) $ (172,207 ) $ 34,341 |
Schedule of Convertible Notes | July 31, 2013 July 31, 2012 Quoted market price on valuation date $ 0.0003 $ 0.0005 Contractual conversion rate $ 0.00011 - $0.00023 $ 0.00029 - $0.00046 Range of effective contractual conversion rates -- -- Contractual term to maturity 0.25 – 0.50 Years 1.00 Year Market volatility: Volatility 138.28% - 238.13 % 138.28% - 238.13 % Contractual interest rate 5% - 12 % 5% - 12 % |
Schedule of compound embedded derivatives | July 31, 2013 October 31, 2012 Beginning balance $ 334,526 $ 176,871 Issuances: Convertible Note Financing 50,000 182,648 Changes in fair value inputs and assumptions reflected in income 172,207 (24,993 ) Ending balance $ 556,733 $ 334,526 |
PROVISION FOR CORPORATE INCOM_2
PROVISION FOR CORPORATE INCOME TAXES (Tables) | 9 Months Ended |
Jul. 31, 2013 | |
PROVISION FOR CORPORATE INCOME TAXES | |
Schedule of statutory federal income tax rate | Statutory federal income tax rate (34 %) State taxes – net of federal benefits (5 %) Valuation allowance 39 % Income tax rate – net 0 % |
LIQUIDITY, CAPITAL RESOURCES _2
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2013 | Jul. 31, 2012 | Jul. 31, 2013 | Jul. 31, 2012 | Oct. 31, 2012 | |
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN | |||||
Total assets | $ 0 | $ 0 | $ 0 | ||
Total liabilities | 2,612,990 | 2,612,990 | 2,100,017 | ||
Accumulated deficit | (9,831,158) | (9,831,158) | $ (9,318,185) | ||
Net loss | $ (16,155) | $ (24,405) | $ (512,973) | $ (554,876) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2013 | Jul. 31, 2012 | Jul. 31, 2013 | Jul. 31, 2012 | Oct. 31, 2012 | |
LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN | |||||
Stock based compensation expense | $ 0 | $ 85,707 | $ 0 | $ 464,121 | |
Advertising expense | 0 | $ 0 | 0 | $ 0 | |
Cash and cash equivalents | $ 0 | $ 0 | $ 0 |
NOTES PAYABLE - RELATED PARTI_2
NOTES PAYABLE - RELATED PARTIES (Details Narrative) - USD ($) | 9 Months Ended | |
Jul. 31, 2013 | Oct. 31, 2012 | |
NOTES PAYABLE | ||
Notes payable | $ 32,312 | $ 32,312 |
Interest payable | $ 2,424 | $ 0 |
Interest rate | 10.00% | |
Debt term | 1 year | |
Convertible price | $ 0.0001 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2013 | Oct. 31, 2012 | |
Notes payable | $ 596,804 | $ 546,804 |
Debt discount | (129,408) | (140,721) |
Total notes payable | $ 467,396 | 406,083 |
Interest rate | 10.00% | |
Notes Payable Sixteen [Member] | ||
Date of issuance | Apr. 17, 2007 | |
Maturity date | Apr. 17, 2009 | |
Interest rate | 10.00% | |
Conversion rate, percentage | 35.00% | |
Conversion rate | $ 0.45 | |
Debt instrument, principal balance | $ 20,000 | 20,000 |
Debt instrument, original principal balance | $ 20,000 | |
Notes Payable Twenty Three [Member] | ||
Date of issuance | Jan. 5, 2005 | |
Maturity date | Jan. 4, 2007 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.50 | |
Debt instrument, principal balance | $ 15,000 | 15,000 |
Debt instrument, original principal balance | $ 15,000 | |
Notes Payable Twenty Two [Member] | ||
Date of issuance | Sep. 16, 2006 | |
Maturity date | Sep. 9, 2008 | |
Interest rate | 12.00% | |
Conversion rate, percentage | 35.00% | |
Debt instrument, principal balance | $ 38,000 | 38,000 |
Debt instrument, original principal balance | $ 100,000 | |
Notes Payable Twenty One [Member] | ||
Date of issuance | Nov. 30, 2006 | |
Maturity date | Nov. 30, 2008 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.85 | |
Debt instrument, principal balance | $ 50,000 | 50,000 |
Debt instrument, original principal balance | $ 50,000 | |
Notes Payable Twenty[Member] | ||
Date of issuance | Dec. 23, 2006 | |
Maturity date | Dec. 23, 2008 | |
Interest rate | 10.00% | |
Conversion rate, percentage | 25.00% | |
Conversion rate | $ 0.95 | |
Debt instrument, principal balance | $ 18,000 | 18,000 |
Debt instrument, original principal balance | $ 18,000 | |
Notes Payable Nineteen [Member] | ||
Date of issuance | Apr. 17, 2007 | |
Maturity date | Apr. 17, 2009 | |
Interest rate | 10.00% | |
Conversion rate, percentage | 35.00% | |
Conversion rate | $ 0.45 | |
Debt instrument, principal balance | $ 15,000 | 15,000 |
Debt instrument, original principal balance | $ 15,000 | |
Notes Payable Eighteen [Member] | ||
Date of issuance | Jan. 29, 2007 | |
Maturity date | Jan. 29, 2009 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.95 | |
Debt instrument, principal balance | $ 15,000 | 15,000 |
Debt instrument, original principal balance | $ 15,000 | |
Notes Payable Seventeen [Member] | ||
Date of issuance | Jun. 14, 2007 | |
Maturity date | Jun. 15, 2009 | |
Interest rate | 10.00% | |
Conversion rate, percentage | 25.00% | |
Conversion rate | $ 0.50 | |
Debt instrument, principal balance | $ 15,000 | 15,000 |
Debt instrument, original principal balance | $ 15,000 | |
Notes Payable Fifteen [Member] | ||
Date of issuance | Jun. 14, 2007 | |
Maturity date | Jun. 15, 2009 | |
Interest rate | 12.00% | |
Conversion rate, percentage | 35.00% | |
Conversion rate | $ 0.50 | |
Debt instrument, principal balance | $ 30,000 | 30,000 |
Debt instrument, original principal balance | $ 30,000 | |
Notes Payable Fourteen [Member] | ||
Date of issuance | Aug. 25, 2009 | |
Maturity date | Aug. 25, 2012 | |
Interest rate | 12.00% | |
Conversion rate, percentage | 20.00% | |
Conversion rate | $ 0.01 | |
Debt instrument, principal balance | $ 20,000 | 20,000 |
Debt instrument, original principal balance | $ 20,000 | |
Notes Payable Thirteen [Member] | ||
Date of issuance | Aug. 26, 2009 | |
Maturity date | Aug. 26, 2012 | |
Interest rate | 12.00% | |
Conversion rate, percentage | 20.00% | |
Conversion rate | $ 0.01 | |
Debt instrument, principal balance | $ 20,000 | 20,000 |
Debt instrument, original principal balance | $ 20,000 | |
Notes Payable Twelve [Member] | ||
Date of issuance | Aug. 31, 2009 | |
Maturity date | Aug. 31, 2012 | |
Interest rate | 12.00% | |
Conversion rate, percentage | 20.00% | |
Conversion rate | $ 0.01 | |
Debt instrument, principal balance | $ 5,000 | 5,000 |
Debt instrument, original principal balance | $ 5,000 | |
Notes Payable Eleven [Member] | ||
Date of issuance | Oct. 31, 2009 | |
Maturity date | Oct. 31, 2010 | |
Interest rate | 8.00% | |
Debt instrument, principal balance | $ 4,000 | 4,000 |
Debt instrument, original principal balance | $ 4,000 | |
Conversion rate description | no written agreement | |
Notes Payable Ten [Member] | ||
Date of issuance | Oct. 3, 2010 | |
Maturity date | Oct. 3, 2012 | |
Interest rate | 10.00% | |
Conversion rate, percentage | 20.00% | |
Conversion rate | $ 0.01 | |
Debt instrument, principal balance | $ 20,000 | 20,000 |
Debt instrument, original principal balance | $ 20,000 | |
Notes Payable Nine [Member] | ||
Date of issuance | Aug. 25, 2011 | |
Maturity date | Feb. 25, 2012 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.01000 | |
Debt instrument, principal balance | $ 2,631 | 2,631 |
Debt instrument, original principal balance | $ 108,101 | |
Notes Payable Eight [Member] | ||
Date of issuance | Oct. 11, 2011 | |
Maturity date | Apr. 11, 2012 | |
Interest rate | 12.00% | |
Conversion rate | $ 0.00390 | |
Debt instrument, principal balance | $ 2,500 | 2,500 |
Debt instrument, original principal balance | $ 2,500 | |
Notes Payable Seven [Member] | ||
Date of issuance | Oct. 18, 2011 | |
Maturity date | Oct. 18, 2011 | |
Interest rate | 8.00% | |
Debt instrument, principal balance | $ 6,900 | 6,900 |
Debt instrument, original principal balance | $ 1,900 | |
Conversion rate descriptions | no written agreement | |
Notes Payable Six [Member] | ||
Date of issuance | Jan. 26, 2012 | |
Maturity date | Jul. 26, 2012 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00113 | |
Debt instrument, principal balance | $ 27,595 | 27,595 |
Debt instrument, original principal balance | $ 65,595 | |
Notes Payable Five [Member] | ||
Date of issuance | Jan. 26, 2012 | |
Maturity date | Jul. 26, 2012 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00113 | |
Debt instrument, principal balance | $ 8,000 | 8,000 |
Debt instrument, original principal balance | $ 40,000 | |
Notes Payable Four [Member] | ||
Date of issuance | Feb. 10, 2012 | |
Maturity date | Aug. 10, 2012 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00119 | |
Debt instrument, principal balance | $ 25,000 | 25,000 |
Debt instrument, original principal balance | $ 25,000 | |
Notes Payable Three [Member] | ||
Date of issuance | Feb. 14, 2012 | |
Maturity date | Feb. 14, 2013 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00100 | |
Debt instrument, principal balance | $ 24,900 | 24,900 |
Debt instrument, original principal balance | $ 14,900 | |
Notes Payable Two [Member] | ||
Date of issuance | Mar. 16, 2012 | |
Maturity date | Sep. 16, 2012 | |
Interest rate | 10.00% | |
Conversion rate | $ 0.00200 | |
Debt instrument, principal balance | $ 60,000 | 60,000 |
Debt instrument, original principal balance | $ 50,000 | |
Notes Payable One [Member] | ||
Date of issuance | Oct. 31, 2012 | |
Maturity date | Oct. 31, 2013 | |
Interest rate | 10.00% | |
Conversion rate, percentage | 50.00% | |
Conversion rate | $ 0.0015 | |
Debt instrument, principal balance | $ 104,278 | 104,278 |
Debt instrument, original principal balance | $ 104,278 | |
Notes Payable [Member] | ||
Date of issuance | Feb. 1, 2013 | |
Maturity date | Feb. 1, 2014 | |
Interest rate | 10.00% | |
Conversion rate, percentage | 50.00% | |
Conversion rate | $ 0.0015 | |
Debt instrument, principal balance | $ 50,000 | $ 0 |
Debt instrument, original principal balance | $ 50,000 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - Compound embedded derivative [Member] - USD ($) | Jul. 31, 2013 | Oct. 31, 2012 |
Indexed Shares | 3,050,817,927 | 1,929,452,480 |
Fair Value | $ (556,733) | $ (334,526) |
DERIVATIVE LIABILITY (Details 1
DERIVATIVE LIABILITY (Details 1) - USD ($) | 9 Months Ended | |
Jul. 31, 2013 | Jul. 31, 2012 | |
DERIVATIVE LIABILITY (Details) | ||
Compound embedded derivative | $ (150,207) | $ 34,341 |
Day one derivative loss | (22,000) | 0 |
Total derivative gain (loss) | $ (172,207) | $ 34,341 |
DERIVATIVE LIABILITY (Details 2
DERIVATIVE LIABILITY (Details 2) - $ / shares | 9 Months Ended | |
Jul. 31, 2013 | Jul. 31, 2012 | |
Quoted market price on valuation date | $ 0.0003 | $ 0.0005 |
Contractual term to maturity | 1 year | |
Range of effective contractual conversion rates | 0.00% | 0.00% |
Contractual interest rate | 10.00% | |
Minimum [Member] | ||
Contractual term to maturity | 2 months 30 days | |
Contractual interest rate | 5.00% | 5.00% |
Contractual conversion rate | $ 0.00011 | $ 0.00029 |
Market volatility: | 138.28% | 138.28% |
Maximum [Member] | ||
Contractual term to maturity | 8 months 30 days | |
Contractual interest rate | 12.00% | 12.00% |
Contractual conversion rate | $ 0.00023 | $ 0.00046 |
Market volatility: | 238.13% | 238.13% |
DERIVATIVE LIABILITY (Details 3
DERIVATIVE LIABILITY (Details 3) - USD ($) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2013 | Oct. 31, 2012 | |
DERIVATIVE LIABILITY (Details) | ||
Beginning balance | $ 334,526 | $ 176,871 |
Issuances Convertible Note Financing | 50,000 | 182,648 |
Changes in fair value inputs and assumptions reflected in income | 172,207 | (24,993) |
Ending balance | $ 556,733 | $ 334,526 |
STOCKHOLDERS EQUITY (Detail Nar
STOCKHOLDERS EQUITY (Detail Narrative) - $ / shares | 1 Months Ended | 9 Months Ended |
Feb. 23, 2011 | Jul. 31, 2013 | |
STOCKHOLDERS EQUITY (Detail Narrative) | ||
Series A Convertible Preferred Stock par share | $ 0.0001 | |
Series A convertible preferred stock conversion description | Each share of Series A Preferred Stock is generally convertible into 100 shares of the Parent Company’s common stock (the “Conversion Rate”). | |
Series A Convertible Preferred Stock Shares | 5,000,000 |
PROVISION FOR CORPORATE INCOM_3
PROVISION FOR CORPORATE INCOME TAXES (Details ) | 12 Months Ended |
Oct. 31, 2012 | |
NOTES PAYABLE - RELATED PARTIES | |
Statutory federal income tax rate | (34.00%) |
State taxes - net of federal benefits | (5.00%) |
Valuation allowance | 39.00% |
Income tax rate - net | 0.00% |
PROVISION FOR CORPORATE INCOM_4
PROVISION FOR CORPORATE INCOME TAXES (Details Narrative) | Jul. 31, 2013USD ($) |
NOTES PAYABLE - RELATED PARTIES | |
Gross deferred tax assets | $ 2,700,000 |
Net operating losses | $ 8,000,000 |
UNPAID PAYROLL TAXES (Detail Na
UNPAID PAYROLL TAXES (Detail Narrative) - USD ($) | Jul. 31, 2013 | Oct. 31, 2012 |
STOCKHOLDERS EQUITY | ||
Internal revenue service | $ 135,875 | |
Payroll related taxes | 30,084 | |
Due to IRS and New York State payroll taxes | $ 165,959 | $ 165,959 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Detail Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2013 | Jul. 31, 2012 | Jul. 31, 2013 | Jul. 31, 2012 | Oct. 31, 2012 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Office lease rent per month | $ 1,050 | $ 1,050 | |||
Accumulated rent | 17,450 | 17,450 | $ 4,850 | ||
Due to related party | 33,500 | 33,500 | $ 24,050 | ||
Rent expense | $ 3,150 | $ 3,150 | $ 9,450 | $ 13,300 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 05, 2020 | Nov. 03, 2017 | Dec. 31, 2020 | Jul. 31, 2013 | Apr. 30, 2018 | Dec. 21, 2020 | Oct. 31, 2012 |
Convertible price | $ 0.0001 | ||||||
Debt term | 1 year | ||||||
Common Stock, Shares Authorized | 1,635,610,445 | 506,885,209 | |||||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | |||||
Series A convertible preferred stock conversion description | Each share of Series A Preferred Stock is generally convertible into 100 shares of the Parent Company’s common stock (the “Conversion Rate”). | ||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |||||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | |||||
Subsequent Event [Member] | |||||||
Debt conversion, converted instrument, shares | 40,702,104,817 | ||||||
Common stock, shares issued for services rendered | 1,050,000,000 | ||||||
Common Stock, Shares Authorized | 100,000,000,000 | ||||||
Common Stock, Par Value | $ 0.000001 | ||||||
Series A convertible preferred stock conversion description | Each share of Series A and Series B Preferred Stock is convertible into 100 shares of the Company’s common stock. | 1,965,460 | |||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||
Preferred Stock, Shares Authorized | 500,000,000 | 500,000,000 | |||||
Preferred Stock, Par Value | $ 0.000001 | $ 0.000001 | |||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||
Preferred Stock, Shares Authorized | 500,000,000 | 500,000,000 | |||||
Preferred Stock, Par Value | $ 0.000001 | $ 0.000001 | |||||
Subsequent Event [Member] | D&E Holdings 20, LLC [Member] | |||||||
Federal tax amount | $ 103,156 | ||||||
Convertible price | $ 0.0001 | ||||||
Interest rate | 10.00% | ||||||
Loans payable | $ 100,000 | ||||||
Debt description | At its sole discretion, exercise their Put Option to merge their real estate asset (a laboratory space consisting of between 30, 000 and 40,000 sq ft within the Former MetroSouth Medical Center Campus Illinois) with the Company. Upon D&E exercising the Put Option, D&E shall be issued a total of 83% of all of the outstanding shares of stock of the Company. | ||||||
Convertible Promissory Note | $ 50,000 | ||||||
Debt term | 6 months | ||||||
Subsequent Event [Member] | Three Noteholders [Member] | |||||||
Debt conversion, converted amount | $ 325,666 | ||||||
Ownership percentage | 87.32% | ||||||
Debt conversion, converted instrument, shares | 6,434,917,317 | ||||||
Subsequent Event [Member] | Two Director [Member] | |||||||
Debt conversion, converted amount | $ 1,644,825 | ||||||
Debt conversion, converted instrument, shares | 34,267,187,500 |