10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 FORM 10-Q/A

Amendment No. 1

☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2013

☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

Commission File Number 001-34297

ON4 COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	98-0540536
(State of incorporation)	(I.R.S. Employer Identification No.)

Suite 1704—1188 West Pender Street

Vancouver, BC, Canada V6E0A2

(Address of principal executive offices)

(604) 620-6879

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☑Yes     ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☑Yes     ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐ Accelerated Filer ☐

Non-Accelerated Filer ☐ Smaller Reporting Company ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ☐ Yes  ☑ No

As of September 19, 2013, there were 581,699,830 shares of the registrant’s $0.0001 par value common stock issued and outstanding.

EXPLANATORY NOTE

On4 Communications, Inc. is filing this Amendment No. 1 on Form 10-Q/A for the period ended July 31, 2013, to amend and restate financial statements and other financial information on the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2013, as filed with the Securities and Exchange Commission (the “SEC”) on September 23, 2013 (the “Original Filing”).

The purpose of this Amendment No. 1 on Form 10-Q/A is to account for debt obligations that were not provided or disclosed to the Company’s independent auditors.  For convenience and ease of reference, the Company is filing this Form 10-Q/A in its entirety with all applicable changes and unless otherwise stated, all information contained in this amendment is as of September 23, 2013, the filing date of the Original Filing. Except as stated herein, this Form 10-Q/A does not reflect events or transactions occurring after such filing date or modify or update those disclosures in the original Form 10-Q that may have been affected by events or transactions occurring subsequent to such filing date.

ON4 COMMUNICATIONS, INC.

QUARTERLY REPORT

PERIOD ENDED JULY 31, 2013

TABLE OF CONTENTS

		Page
PART I.                 FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22
ITEM 4.	CONTROLS AND PROCEDURES	22
PART II.               OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	23
ITEM 1A.	RISK FACTORS	23
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	23
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	23
ITEM 4.	MINE SAFETY DISCLOSURES	23
ITEM 5.	OTHER INFORMATION	23
ITEM 6.	EXHIBITS	24

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of On4 Communications, Inc.,(the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "ONCI" refers to On4 Communications, Inc.

 PART I - FINANCIAL INFORMATION

The financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the transition period presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in our audited financial statements filed therewith along with the Form 10–K/A Annual Report with the U.S. Securities and Exchange Commission (SEC) on February 14, 2013, and can be found on the SEC website at www.sec.gov. 

ITEM 1.  CONDENSED FINANCIAL STATEMENTS

INDEX	F-1
Unaudited Consolidated Balance Sheets as of July 31, 2013, and Balance Sheet as of October 31, 2012.	F-2
Unaudited Consolidated Statement of Operations for the Three and Nine Months Ended July 31, 2013 and 2012, and Cumulative Since Inception.	F-3
Unaudited Consolidated Statement of Cash Flows for the Nine Months Ended July 31, 2013 and 2012, and Cumulative Since Inception.	F-4
Notes to  Unaudited Consolidated Financial Statements	F-5

4

ON4 COMMUNICATIONS, INC.

(A Development Stage Company)

Condensed Balance Sheets

(Expressed in US Dollars) 

	July 31,			October 31,
	2013			2012
	$			$
	(unaudited) (Restated - Note 13)
ASSETS
Current Assets
Cash		—			370
Loan receivable (Note 3)		130,572			78,202
Total Current Assets		130,572			78,572
Deferred financing costs (Note 6)		2,265			3,877
Total Assets		132,837			82,449
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Bank indebtedness		440			—
Accounts payable and accrued liabilities		916,803			647,951
Accrued interest payable		393,946			329,692
Due to related parties (Note 4)		35,221			238,867
Notes payable (Note 5)		390,648			431,370
Convertible notes payable, net of unamortized discount of $29,640 and $44,385, respectively (Note 6)		125,710			65,615
Derivative liabilities (Note 7)		42,368			103,747
Total Liabilities		1,905,136			1,817,242
Going Concern (Note 1)
Commitments (Note 11)
Subsequent Events (Note 14)
Stockholders’ Deficit
Preferred stock: 30,000,000 shares authorized, non-voting, no par value; No shares issued and outstanding		—			—
Common stock: 600,000,000 shares authorized, $0.0001 par value; 454,499,323 shares issued and outstanding (October 31, 2012 – 120,939,534)		45,450			12,094
Additional paid-in capital		13,237,328			12,579,860
Common stock issuable		70,000			70,000
Deficit accumulated during the development stage		(15,125,077	)		(14,396,747	)
Total Stockholders’ Deficit		(1,772,299	)		(1,734,793	)
Total Liabilities and Stockholders’ Deficit		132,837			82,449

The accompanying notes are an integral part of these unaudited financial statements.

F-1

ON4 COMMUNICATIONS, INC.

(A Development Stage Company)

Condensed Statements of Operations

(Expressed in US Dollars) 

(Unaudited)

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended			Accumulated From June 5, 2006 (Date of Inception)
	July 31,			July 31,			July 31,			July 31,			to July 31,
	2013			2012			2013			2012			2013
	$			$			$			$			$
	(Restated - Note 13)						(Restated - Note 13)						(Restated - Note 13)
Revenue	–			–			–			–			–
Operating Expenses
Advertising and marketing		—			—			62,000			—			244,182
Amortization of intangible assets		—			—			—			—			18,138
Amortization of property and equipment		—			—			—			241			32,677
Consulting fees		—			—			5,232			48,750			2,173,938
Foreign exchange loss (gain)		(2,789	)		(2,702	)		(2,807	)		(303	)		251,995
General and administrative		1,878			2,345			10,712			15,325			1,124,716
Impairment of goodwill		—			—			—			—			3,274,109
Impairment of assets		—			—			—			885			2,220,609
Management fees (Note 4)		4,028			16,519			19,638			44,174			1,226,409
Payroll		—			—			—			—			29,516
Professional fees		10,687			10,058			52,514			57,556			799,477
Research and development		—			—			—			—			318,360
Total Operating Expenses		13,804			26,220			147,289			166,628			11,714,126
Operating Loss		(13,804	)		(26,220	)		(147,289	)		(166,628	)		(11,714,126	)
Other Income (Expense)
Accretion of discounts on convertible notes payable (Note 6)		(62,958	)		(17,629	)		(215,995	)		(17,629	)		(454,110	)
Amortization of deferred financing costs		(1,981	)		(3,332	)		(8,112	)		(4,859	)		(18,235	)
Gain on settlement of debt		—			—			—			—			807,352
Interest and other income		—			—			—			—			181,682
Interest expense		(72,999	)		(42,235	)		(143,147	)		(104,602	)		(911,961	)
Loss on change in fair value of derivative liabilities (Note 7)		(41,653	)		(31,257	)		(213,787	)		(31,257	)		(612,243	)
Write-off of note receivable		—			—			—			—			(1,114,182	)
Total Other Income (Expense)		(179,591	)		(94,453	)		(581,041	)		(158,347	)		(2,121,697	)
Loss from Continuing Operations		(193,395	)		(120,673	)		(728,330	)		(324,975	)		(13,835,823	)
Discontinued Operations
Loss from discontinued operations		—			—			—			—			(1,282,616	)
Gain on disposal of discontinued operations		—			—			—			—			76,834
Loss from Discontinued Operations		—			—			—			—			(1,205,782	)
Net Loss		(193,395	)		(120,673	)		(728,330	)		(324,975	)		(15,041,605	)
Net Loss Per Share – Basic and Diluted
Continuing operations		—			—			—			—
Discontinued operations		—			—			—			—
Weighted Average Shares Outstanding		326,767,971			68,102,000			242,722,820			67,443,000

The accompanying notes are an integral part of these unaudited financial statements.

F-2

ON4 COMMUNICATIONS, INC.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Expressed in US Dollars)

(Unaudited) 

	Nine			Nine			Accumulated From
	Nine Months			Nine Months			June 5, 2006
	Ended			Ended			(Date of Inception)
	July 31,			July 31,			to July 31,
	2013			2012			2013
	$			$			$
		(Restated - Note 13)						(Restated - Note 13)
Operating Activities
Net loss from continuing operations		(728,330	)		(324,975	)		(13,835,823	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on convertible notes payable		215,995			17,629			454,110
Amortization of property and equipment		—			241			32,677
Amortization of intangible assets		—			—			18,138
Amortization of deferred financing costs		8,112			4,859			18,235
Foreign exchange translation		(722	)					(722	)
Gain on settlement of debt		—			—			(807,352	)
Impairment of goodwill		—			—			3,274,109
Impairment of assets		—			885			2,220,609
Issuance of notes payable for services and penalties		97,000			—			187,402
Issuance of shares for services		—			—			576,750
Loss on change in fair value of derivative liabilities		213,787			31,257			612,243
Stock-based compensation		—			48,750			1,136,981
Write-off of notes receivable		—			—			1,114,182
Changes in operating assets and liabilities:
Accounts receivable		—			—			(5,431	)
Prepaid expenses and deposits		—			(415	)		(10,678	)
Accounts payable and accrued liabilities		287,417			767			1,122,973
Accrued interest payable		69,512			72,907			623,375
Due to related parties		(203,646	)		40,957			431,223
Net Cash Used In Operating Activities		(40,875	)		(107,138	)		(2,836,999	)
Investing Activities
Acquisition of intangible assets		—			—			(182,687	)
Cash acquired in reverse merger		—			—			1,523
Cash from disposition of subsidiary		—			—			15,709
Loan receivable		(52,370	)		(37,563	)		(130,572	)
Acquisition of property and equipment		—			—			(33,562	)
Advances for note receivable		—			—			(1,114,182	)
Net Cash Used In Investing Activities		(52,370	)		(37,563	)		(1,443,771	)
Financing Activities
Bank indebtedness		440			—			440
Proceeds from issuance of common stock		—			—			1,821,267
Proceeds from issuance of preferred stock		—			—			1,000,000
Proceeds from notes payable and convertible notes payable		98,935			155,000			1,038,457
Repayment of notes payable		—			—			(81,250	)
Payment of deferred financing costs		(6,500	)		(10,000	)		(20,500	)
Proceeds from related parties		—			—			561,935
Repayments to related parties		—			—			(84,780	)
Share issuance costs		—			—			(8,000	)
Net Cash Provided By Financing Activities		92,875			145,000			4,227,569
Effect of Exchange Rate Changes on Cash		—			—			54,724
Discontinued Operations:
Operating activities		—			—			(119,701	)
Investing activities		—			—			(661,509	)
Financing activities		—			—			779,687
Net Cash Used in Discontinued Operations		—			—			(1,523	)
Increase (Decrease) in Cash		(370	)		299			—
Cash, Beginning of Period		370			—			—
Cash, End of Period		—			299			—
Supplemental Disclosures (Note 12)

The accompanying notes are an integral part of these unaudited financial statements.

F-3

ON4 COMMUNICATIONS INC.

(A Development Stage Company)

Notes to the Condensed Financial Statements

July 31, 2013

(Expressed in US dollars)

(Unaudited)

1. Basis of Presentation

These interim unaudited financial statements of On4 Communications, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended October 31, 2012, included in the Company’s Annual Report on Form 10-K filed on February 13, 2013 with the SEC.

The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at July 31, 2013, and the results of its operations and cash flows for the nine months ended July 31, 2013. The results of operations for the nine months ended July 31, 2013, are not necessarily indicative of the results to be expected for future quarters or the full year.

Sound Revolution Inc. (the "Company"), was incorporated on June 4, 2001 under the laws of the State of Delaware and on October 2, 2009 changed its name to On4 Communications, Inc. On May 1, 2009, the Company merged with On4 Communications, Inc. (“On4”), an Arizona corporation incorporated on June 5, 2006. Pursuant to the terms of the merger agreement, the Company acquired all assets and liabilities of On4 by issuing new shares to all former shareholders of On4 on a 1-to-1 basis. The Company issued 27,955,089 common shares to the former shareholders of On4 and the merger was accounted for as a “reverse merger” using the purchase method of accounting, with the former shareholders of On4 controlling 68% of the issued and outstanding common shares of the Company after the closing of the transaction. Accordingly, On4 was deemed to be the acquirer for accounting purposes and the financial statements are presented as a continuation of On4 and include the results of operations of On4 since incorporation on June 5, 2006, and the results of operations of the Company since the date of acquisition on May 1, 2009.

On4 is in the business of manufacturing two-way communication and location devices with applications that include tracking people, pets, assets, and inventory, among others. The Company had two wholly-owned subsidiaries: (i) Sound Revolution Recordings Inc., which was incorporated in British Columbia, Canada on June 20, 2001, for the purpose of carrying on music marketing services in British Columbia, and (ii) Charity Tunes Inc., which was incorporated in the State of Delaware on June 27, 2005, for the purpose of operating a website for the distribution of songs online. On March 16, 2011, the Company disposed its two wholly owned subsidiaries, Sound Revolution Recordings Inc., and Charity Tunes Inc., for consideration of $15,000 and 6,300 shares of the acquirer’s common stock. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities, and has not yet generated significant revenues from their intended business activities.

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. As at July 31, 2013, the Company has not generated any revenues since inception, has a working capital deficiency of $1,774,564 and has an accumulated deficit of $15,125,077 since inception. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company will need additional working capital to continue or to be successful in any future business activities. Therefore, continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to accomplish its objective. Management plans to seek debt or equity financing, or a combination of both, to raise the necessary working capital.

F-4

2. Summary of Significant Accounting Principles

Comprehensive Loss

ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at July 31, 2013 and October 31, 2012, the Company had no items that represent comprehensive income or loss.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3. Loan Receivable

On December 15, 2011, the Company entered into the share exchange agreement with NetCents Systems Ltd. (“NetCents”), as described in Note 11. As at July 31, 2013, the Company was owed $130,572 (October 31, 2012 - $78,202) for expenses paid on behalf of NetCents. The amount is unsecured, non-interest bearing and due on demand.

4. Related Party Transactions

(a) As at July 31, 2013, the Company owed $30,297 (October 31, 2012 - $31,200) to the former Chief Financial Officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.

(b) As at July 31, 2013, the Company owed $2,114 (October 31, 2012 - $2,329) to the Chief Executive Officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.

(c) As at July 31, 2013, the Company owed $2,810 (October 31, 2012 - $nil) to the Chief Operating Officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.

(d) As at July 31, 2013, the Company owed $205,338 (October 31, 2012 - $205,338) to the former Chief Executive Officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand and has been included in accounts payable and accrued liabilities as at July 31, 2013.

(e) During the nine months ended July 31, 2013, the Company incurred $4,028 (2012 - $44,174) of management fees to the former Chief Financial Officer of the Company.

5. Notes Payable

	July 31, 2013 $		October 31, 2012 $
Kestrel Gold Inc., unsecured, due interest at prime plus 2% per annum, and due on demand.		24,303		25,025
Scottsdale Investment Corporation, unsecured, due interest at 12% per annum, and due on demand.		319,980		319,980
Gordon Jessop, unsecured, due interest at 5% per annum, and due on demand		46,365		86,365
		390,648		431,370

F-5

6. Convertible Notes Payable

(a) On May 8, 2012, the Company entered into a convertible promissory note agreement for $32,500. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 8% per annum, and is due on February 11, 2013. Furthermore, the note is convertible 180 days after issuance into shares of common stock at a variable conversion price equal to 51% of the average of the lowest three closing bid prices for the common stock during the 10 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $32,500. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $32,500. During the nine months ended July 31, 2013, the Company issued 22,871,651 shares of common stock for the conversion of $32,500 plus accrued interest of $1,300. As at July 31, 2013, $32,500 of accretion expense had been recorded upon the conversion of the note.

The Company paid financing costs of $2,500 relating to the issuance of the note.

(b) On August 7, 2012, the Company entered into a convertible promissory note agreement for $32,500. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 8% per annum, and is due on May 9, 2013. Furthermore, the note is convertible 180 days after issuance into shares of common stock at a variable conversion price equal to 51% of the average of the lowest two closing bid prices for the common stock during the 60 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $32,500. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $32,500. During the nine months ended July 31, 2013, the Company issued 42,062,365 shares of common stock for the conversion of $32,500 plus accrued interest of $1,300. As at July 31, 2013, $32,500 of accretion expense had been recorded upon the conversion of the note.

The Company paid financing costs $2,500 relating to the issuance of the note.

(c) On September 10, 2012, the Company entered into a convertible promissory note agreement for $25,000. The proceeds were received on October 1, 2012. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 8% per annum, and is due on September 10, 2013. Furthermore, the note is convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 50% of the average of the lowest three closing bid prices for the common stock during the 10 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $25,000. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $25,000. During the nine months ended July 31, 2013, the Company issued 35,660,372 shares of common stock for the conversion of $25,000 plus accrued interest of $1,538. As at July 31, 2013, $25,000 of accretion expense had been recorded upon the conversion of the note.

The Company paid financing costs of $1,500 relating to the issuance of the note.

(d) On September 10, 2012, the Company entered into a convertible promissory note agreement for $60,000. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 8% per annum, and is due on September 10, 2013. Furthermore, the note is convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 55% of the average of the lowest closing bid prices for the common stock during the 5 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $60,000. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $60,000. During the year ended October 31, 2012, the Company issued 17,681,232 shares of common stock for the conversion of $40,000 of the note. During the nine months ended July 31, 2013, the Company issued 15,329,249 shares of common stock for the conversion of $20,000 of the note and $220 of interest. As at July 31, 2013, $60,000 of accretion expense had been recorded.

F-6

6. Convertible Notes Payable (continued)

(e) On November 13, 2012, the Company entered into a convertible promissory note agreement for $20,000. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 5% per annum, and is due on November 5, 2013. Furthermore, the note is convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 50% of the average of the lowest three closing bid prices for the common stock during the 20 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $20,000. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $20,000. During the nine months ended July 31, 2013, the Company issued 50,974,141 shares of common stock for the conversion of $20,000 of the note and $580 of interest. As at July 31, 2013, $20,000 of accretion expense had been recorded.

(f) On November 13, 2012, the Company entered into a convertible promissory note agreement for $40,000. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 5% per annum, and is due on November 5, 2013. Furthermore, the note is convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 50% of the average of the lowest three closing bid prices for the common stock during the 20 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $40,000. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $40,000. During the nine months ended July 31, 2013, the Company issued 47,892,726 shares of common stock for the conversion of $40,000 of the note and $320 of interest. As at July 31, 2013, $40,000 of accretion expense had been recorded.

(g) On December 3, 2012, the Company entered into a Convertible Promissory Note agreement for $32,500. Pursuant to the agreement, the loan is convertible 180 days after issuance into shares of common stock at a variable conversion price equal to 51% of the average of the lowest two closing bid prices for the common stock during the 20 trading days prior to the date of the conversion notice. The loan bears interest at 8% per year and the principal amount and any interest thereon are due on September 5, 2013. On June 20, 2013, the Company defaulted on the loan. As a result, a penalty of 150% of the principal balance was applied, increasing the loan to $48,750. Pursuant to ASC 815, “Derivatives and Hedging,” the Company recognized the fair value of the embedded conversion feature as a derivative liability when the note became convertible on June 1, 2013. The fair value of the derivative liability resulted in a full discount to the note payable of $48,750. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $48,750. During the nine months ended July 31, 2013, the Company issued 118,769,285 shares of common stock for the conversion of $39,150 of the note. As at July 31, 2013, $43,158 of accretion expense had been recorded and the carrying value of the note is $4,008.

The Company paid financing costs $2,500 relating to the issuance of the note.

(h) On February 10, 2013, the Company entered into a Convertible Promissory Note agreement for $27,500. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 8% per annum, and is due on February 10, 2014. Furthermore, the note is convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 50% of the average of the lowest three closing bid prices for the common stock during the 10 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $27,500. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $27,500. As at July 31, 2013, $3,452 of accretion expense had been recorded and the carrying value of the note is $3,452.

The Company paid financing costs of $1,500 relating to the issuance of the note.

(i) On February 20, 2013, the Company entered into a Convertible Promissory Note agreement for $37,500. Pursuant to the agreement, the loan is convertible 180 days after issuance into shares of common stock at a variable conversion price equal to 51% of the average of the lowest two closing bid prices for the common stock during the 20 trading days prior to the date of the conversion notice. The loan bears interest at 8% per year and the principal amount and any interest thereon are due on November 22, 2013. Pursuant to ASC 815, “Derivatives and Hedging,” the Company will recognize the fair value of the embedded conversion feature as a derivative liability when the note becomes convertible on August 29, 2013. On June 20, 2013, the Company defaulted on the loan. As a result, a penalty of 150% of the principal balance was applied, increasing the loan to $56,250.

The Company paid financing costs $2,500 relating to the issuance of the note.

(j) On February 1, 2013, the Company entered into a Convertible Promissory Note agreement for $62,000 of advertising services. Pursuant to the agreement, the loan is convertible at any time after issuance into shares of common stock at a price of $1.0363 per share. The loan bears interest at 1% per year and the principal amount and any interest thereon are due on January 30, 2014.

F-7

7. Derivative Liabilities

The conversion options of the convertible notes payable, as disclosed in Note 6, are required to be recorded as derivatives at their estimated fair values on each balance sheet date with changes in fair value reflected in the statements of operations.

The fair value of the derivative liabilities for the May 8, 2012, September 10, 2012, November 13, 2012, December 3, 2012, February 10, 2013, convertible notes were $36,123, $37,357, $36,987, $47,880, $139,369, $69,684 and $57,147 on vesting, respectively. The fair values as at July 31, 2013 and October 31, 2012 are as follows:

	July 31, 2013 $	October 31, 2012 $
$25,000 convertible debenture issued September 10, 2012	–	66,759
$60,000 convertible debenture issued September 10, 2012	–	36,988
$32,500 convertible debenture issued December 3, 2012 (convertible as of June 1, 2013)	9,074	–
$27,500 convertible debenture issued February 16, 2013	33,294	–
	42,368	103,747

During the nine months ended July 31, 2013, the Company recorded a loss on the change in fair value of the derivative liabilities of $213,787 (2012 – $31,257).

The Company uses the Black-Scholes option pricing model to calculate the fair values of the derivative liabilities. The following table shows the assumptions used in the calculations:

	Expected Volatility	Risk-free Interest Rate	Expected Dividend Yield	Expected Life (in years)
February 16, 2013 convertible note
As at February 16, 2013 (date of vesting)	307%	0.17%	0%	1.00
As at July 31, 2013	259%	0.08%	0%	0.55
December 3, 2012 convertible note
As at June 1, 2013 (date of vesting)	239%	0.04%	0%	0.26
As at July 31, 2013	343%	0.03%	0%	0.10

8. Common Stock

(a) Effective April 20, 2012, the Company amended its Articles of Incorporation to increase the authorized number of shares of common stock from 100,000,000 to 200,000,000 shares with a par value of $0.0001 per share. Effective November 30, 2012, the Company amended its Articles of Incorporation to increase the authorized number of shares of common stock from 200,000,000 to 600,000,000 shares with a par value of $0.0001 per share, and the authorized number of preferred stock from 10,000,000 to 30,000,000 shares with no par value.

(b) During the nine months ended July 31, 2013, the Company issued an aggregate of 333,559,789 common shares upon the conversion of $209,150 of convertible notes payable and accrued interest of $5,258 as described in Note 6.

F-8

9. Share Purchase Warrants

The following table summarizes the continuity of share purchase warrants:

	Number of Warrants	Weighted Average Exercise Price $
Balance, October 31, 2012	156,000	0.50
Expired	(156,000)	0.50
Balance, July 31, 2013	–	–

10. Stock Options

The following table summarizes stock option plan activities:

	Number of Options	Weighted Average Exercise Price $	Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value $
Outstanding and exercisable, October 31, 2012 and July 31, 2013	2,625,000	0.30	2.21	–

The Company’s had no unvested stock options at July 31, 2013 or October 31, 2012.

Additional information regarding stock options as of July 31, 2013 is as follows:

Number of Options	Exercise Price $	Expiry Date
2,000,000	0.15	March 3, 2015
275,000	0.50	July 23, 2017
350,000	1.00	December 18, 2017
2,625,000

11. Commitments

(a) On February 23, 2010, the Company entered into a Trademark License Agreement (the “Agreement”). Pursuant to the Agreement, the Company was granted an exclusive license to use certain trademarks and trade names on the Company’s hardware, software and services that provide tracking and location monitoring for people, animals and property of any other nature, but excluding firearms and related accessories, as well as existing licensed products and services of the Company, including but not limited to GPS, E911, A-GPS, radio frequency, beacon technology. Other applications that are covered under the Trademark License Agreement also include offenders monitoring, elderly, medical, teens and children tracking, public safety officers, executives, cars, tracks, motorcycles, aircrafts, boats, personal watercrafts, ATV’s, equipment, cargo, tools, trailers, electronic equipment, retail goods, and consumer goods in transit. The licensed territory includes the United States, Canada and Mexico. The Agreement expires on February 1, 2015.

The Company must pay a royalty of net sales and incurred a non-refundable advance against royalties of $5,000. The Company must pay guaranteed royalties with 25% of each royalty for the year due at the end of each calendar quarter. Further, the Company has agreed to spend an amount equal to at least 2% of all net sales of the licensed products during each contract year for promotional activities.

(b) On December 15, 2011, the Company entered into a Share Exchange Agreement (the “Agreement”) with NetCents Systems Ltd. (“NetCents”). Pursuant to the terms of the Agreement, the Company will issue two shares of common stock for every one share of NetCents stock issued and outstanding on the date of closing. Upon completion of the transaction, NetCents would become a wholly owned subsidiary of the Company. The Agreement is subject to conditions precedent to closing and the risk that these conditions precedent will not be satisfied results in there being no assurance that the Agreement will be completed as contemplated, or at all. As of the date of issuance of these financial statements, the agreement had yet to be completed.

(c) On May 10, 2013, the Company entered into four debt settlement agreements. Pursuant to the agreements, the Company would either issue 918,042 units or make cash payments of $55,083 to settle $275,413 of amounts owed to creditors. Each unit consists of one common share and one share purchase warrant to purchase an additional common share of the Company at $0.30 for two years. As of the date of this filing, the shares have not been issued.

F-9

12. Supplemental Disclosures

	Nine Months Ended July 31, 2013 $	Nine Months Ended July 31, 2012 $	Accumulated From June 5, 2006 (Date of Inception) to July 31, 2013 $
Non-cash investing and financing activities:
Fair value of beneficial conversion options upon conversion of debt recorded as additional paid-in capital	476,417	–	476,417
Shares issued for conversion of debt and accrued interest payable	209,150	–	376,550
Supplemental Disclosures:
Interest paid	–	–	–
Income taxes paid	–	–	–

13. Restatement

The financial statements have been restated to account for a convertible promissory note, signed on February 1, 2013, that was previously not recorded or disclosed by the Company. On February 1, 2013, the Company entered into a convertible promissory note in exchange for advertising services with a fair value of $62,000. Under the terms of the convertible note, the amount owing is unsecured, bears, interest at 1% per annum, and is due on January 30, 2014. The note is convertible into common shares of the Company at $1.03 per share.

The effect of the restatement increases liabilities by $62,306, and increases the net loss for the three and nine months ended July 31, 2013 by $62,306.

The following tables reflect the effects of the restatements on the Company’s unaudited financial statements:

Condensed Balance Sheets

	July 31, 2013
	As Reported			Adjustment			As Restated
Current Liabilities
Accrued interest payable	$	393,640		$	306		$	393,946
Convertible notes payable		63,710			62,000			125,710
Total Liabilities		1,842,830			62,306			1,905,136
Stockholders’ Deficit
Deficit accumulated during the development stage		(15,062,771	)		(62,306	)		(15,125,077	)
Total Stockholders’ Deficit	$	(1,709,993	)	$	(62,306	)	$	(1,772,299	)

Condensed Statements of Operations

	For the Three Months Ended July 31, 2013
	As Reported			Adjustment			As Restated
Interest expense	$	(72,848	)	$	(157	)	$	(72,999	)
Total Other Income (Expenses)		(179,434	)		(157	)		(179,591	)
Loss from Continuing Operations		(193,238	)		(157	)		(193,395	)
Net Loss	$	(193,238	)	$	(157	)	$	(193,395	)

	For the Nine Months Ended July 31, 2013
	As Reported			Adjustment			As Restated
Advertising and marketing	$	—		$	62,000		$	62,000
Total Operating Expense		85,289			62,000			147,289
Operating Loss		(85,289	)		(62,000	)		(147,289	)
Interest expense		(142,841	)		(306	)		(143,147	)
Total Other Income (Expenses)		(580,735	)		(306	)		(581,041	)
Loss from Continuing Operations		(666,024	)		(62,306	)		(728,330	)
Net Loss	$	(666,024	)	$	(62,306	)	$	(728,330	)

F-10

13. Restatement (continued)

Condensed Statements of Operations (continued)

	Period from June 5, 2006 (Inception) to July 31, 2013
	As Reported			Adjustment			As Restated
Advertising and marketing	$	182,182		$	62,000		$	244,182
Total Operating Expense		11,652,126			62,000			11,714,126
Operating Loss		(11,652,126	)		(62,000	)		(11,714,126	)
Interest expense		(911,655	)		(306	)		(911,961	)
Total Other Income (Expenses)		(2,121,391	)		(306	)		(2,121,697	)
Loss from Continuing Operations		(13,773,517	)		(62,306	)		(13,835,823	)
Net Loss	$	(14,979,299	)	$	(62,306	)	$	(15,041,605	)

Condensed Statements of Cash Flows

	For the Nine Months Ended July 31, 2013
Statement of Cash Flows	As Reported			Adjustment			As Restated
Net loss from continuing operations	$	(666,024	)	$	(62,306	)	$	(728,330	)
Issuance of notes payable for services and penalties		35,000			62,000			97,000
Accrued interest payable	$	69,206		$	306		$	69,512

	Period from June 5, 2006 (Inception) to July 31, 2013
Statement of Cash Flows	As Reported			Adjustment			As Restated
Net loss from continuing operations	$	(13,773,517	)	$	(62,306	)	$	(13,835,823	)
Issuance of notes payable for services and penalties		125,402			62,000			187,402
Accrued interest payable	$	623,069		$	306		$	623,375

14. Subsequent Events

(a) Subsequent to July 31, 2013, the Company issued 35,161,291 shares of common stock upon the conversion of $9,600 of principal and $1,300 of accrued interest relating to the convertible note described in Note 6(g).

(b) Subsequent to July 31, 2013, the Company issued 92,039,216 shares of common stock upon the conversion of $22,500 of principal and $970 of accrued interest relating to the convertible note described in Note 6(h).

END OF NOTES TO FINANCIALS

F-11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Business Overview

We were incorporated as a Delaware company on June 4, 2001 under the name Sound Revolution Inc. On July 2, 2009 we changed our name to On4 Communications, Inc. Our fiscal year end is October 31. Our address is Suite 1704 – 1188 West Pender Street, Vancouver, BC, Canada, V6E 0A2. Our telephone number is (604) 620-6879.

Our common stock is quoted on the Pink Sheets Quotation system under the symbol “ONCI.PK” and on the Berlin Stock Exchange under the symbol O4C:GR.

On June 10, 2008, our company effected a 1 for 42 reverse stock split of the outstanding shares of common stock our company and also increased the number of authorized share capital of our company from 100,000,000 to 110,000,000 shares. 100,000,000 shares out the total authorized capital shall be common stock and 10,000,000 shall be preferred stock. On June 26, 2008, the reverse stock split and the increase in our company’s authorized capital came into effect. As a result of the reverse split, the number of the outstanding shares of common stock of our company was decreased from 10,854,629 shares to 258,444 shares of common stock.

On March 13, 2012, we received written consent from the board of directors and the holders of 52.40% of our company’s voting securities to amend the Articles of Incorporation to increase our authorized capital.

On April 19, 2012, the Delaware Secretary of State accepted for filing of a Certificate of Amendment, wherein, we amended our Articles of Incorporation to increase the authorized number of shares of our common stock from 100,000,000 to 200,000,000 shares of common stock, par value of $0.0001 per share, effective April 20, 2012. Our preferred stock remained unchanged.

On November 1, 2012, our company received written consent from the board of directors and the holders of 78.72% of our company’s voting securities to amend the Articles of Incorporation to increase our authorized capital.

On November 30, 2012, the Delaware Secretary of State accepted for filing of a Certificate of Amendment, wherein, our company amended its Articles of Incorporation to increase the authorized number of shares of our common stock from 210,000,000 to 630,000,000 shares, with a par value of $0.0001, which consists of 600,000,000 shares of common stock and 30,000,000 shares of preferred stock.

Corporate History

On March 12, 2009, we entered into a merger agreement with On4 Communications, Inc., a private Arizona company incorporated on June 5, 2006. We subsequently amended this agreement on April 7, 2009, and on May 1, 2009 we completed the merger with On4, with our company as the surviving entity. Upon the completion of the merger, we had three wholly-owned subsidiaries: (i) Charity Tunes Inc., a Delaware company incorporated on June 27, 2005 for the purpose of operating a website for the distribution of music online; (ii) Sound Revolution Recordings Inc., a British Columbia, Canada company incorporated on June 20, 2001 for the purpose of carrying on music marketing services in British Columbia; and (iii) PetsMobility Inc., a Delaware company incorporated on March 23, 2006 for the purpose of operating the website www.petsmo.com and related business.

On April 29, 2010, we sold our interest in PetsMobility Inc., excluding certain specific assets, to On4 Communications Inc., a private Canadian company and our shareholder (“On4 Canada”), pursuant to an asset purchase agreement in exchange for On4 Canada returning 2,000,000 shares of our common stock to our treasury for cancellation. On October 29, 2010 we amended the asset purchase agreement to clarify certain terms of the purchase and sale.

16

On March 16, 2011, we sold our interest in Charity Tunes and Sound Revolution to Empire Success, LLC, a private Nevada limited liability company, in exchange for $15,000 and 6,300 shares of Empire’s common stock. As a result, we currently have no subsidiaries.

On November 3, 2011, we entered into a binding letter of intent to acquire 100% of the issued and outstanding shares of NetCents Systems Ltd., a private Alberta corporation engaged in the development and implementation of a unique and secure electronic payment system for online merchants and consumers. The letter of intent provides for a period of due diligence which will lead to a formal agreement whereby we will acquire 100% of the issued and outstanding capital of NetCents. Clayton Moore, an officer and director of our company, and Ryan Madson, an officer of our company, are shareholders of NetCents and Mr. Moore is the president and director of Net Cents.

On December 15, 2011, we entered into a share exchange agreement with NetCents and the selling shareholders of NetCents. Pursuant to the terms of the share exchange agreement, our company and NetCents agreed to engage in a share exchange which, if completed, would result in NetCents becoming a wholly owned subsidiary of our company. The share exchange has not been completed as of the date of this quarterly report and is subject to completion of due diligence by the parties, and to the following material terms and conditions:

1. We will issue 2 shares of our common stock from treasury for every 1 share of NetCents stock issued and outstanding on the date of closing;

2. NetCents will have no more than 16,245,421 shares of its common stock issued and outstanding on the closing date of the Share Exchange Agreement. Additional issuances must be authorized by our company;

3. NetCents will have delivered to our company audited financial statements for its last two fiscal years and any applicable interim period ended no more than 35 days before the closing of the share exchange agreement, prepared in accordance with United States GAAP and audited by an independent auditor registered with the Public Company Accounting Oversight Board in the United States; and

4. NetCents will file all required documentation with the Province of Alberta to effect the share exchange.

Also on December 15, 2011, NetCents received the approval for the share exchange agreement and the share exchange transaction from holders of approximately 76% of its voting securities through written resolution in lieu of holding a meeting. However, as reported above, as of the date of this quarterly report, the share exchange has yet to be completed.

Our Current Business

We are a development stage company, providing wireless communications services to telecommunication companies, consumers and businesses. Our platform comprises global positioning system (“GPS”) device management, location-based services (“LBS”) capabilities, and the broadcasting of proprietary and non-proprietary content. LBS is a term used to describe the delivery of information and entertainment content to consumers with mobile devices based on the geographical position of the mobile device. We intend to deliver LBS via two-way communication tracking devices with applications that are able to track people, pets, assets and inventory. Our solution platform integrates various location-aware devises, such as GPS receivers, and transmits data to a range of devices, including Web browsers, instant messengers, short message service/mail, and mobile phones.

Research and Development Expenditures

We have incurred $Nil in research and development expenditures over the last two fiscal years.

Employees

As of July 31, 2013, our only employees are our directors and officers. We plan to hire additional employees when circumstances warrant.

17

Results of Operations

Three and Nine Months Ended July 31, 2013 and July 31, 2012, and the Period from June 5, 2006 (Date of Inception) to July 31, 2013.

Our results of operations are presented below:

									Accumulated from
									June 5, 2006
	Three Months		Three Months		Nine Months		Nine Months		(Date of
	Ended		Ended		Ended		Ended		Inception) to
	July 31,		July 31,		July 31,		July 31,		July 31,
	2013		2012		2013		2012		2013
	(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
	($)		($)		($)		($)		($)
Revenue		Nil		Nil		Nil		Nil		Nil
Total Operating Expenses		13,804		26,220		147,289		166,628		11,714,126
Total Other Expenses		(179,591)		(94,453)		(581,041)		(158,347)		(2,121,697)
Net Loss from continuing operations		(193,395)		(120,673)		(728,330)		(324,975)		(13,835,823)

From our inception on June 5, 2006 to July 31, 2013, we did not generate any revenue.

Expenses

											Accumulated
											from
	Three Months			Three Months		Nine Months			Nine Months		June 5, 2006
	Ended			Ended		Ended			Ended		(Date of
	July 31,			July 31,		July 31,			July 31,		Inception) to
	2013			2012		2013			2012		July 31, 2013
	(unaudited)			(unaudited)		(unaudited)			(unaudited)		(unaudited)
	($)			($)		($)			($)		($)
Advertising and Marketing		Nil			Nil		62,000			Nil		244,182
Amortization of intangible assets		Nil			Nil		Nil			Nil		18,138
Amortization of property and equipment		Nil			Nil		Nil			241		32,677
Consulting fees		Nil			Nil		5,232			48,750		2,173,938
Foreign exchange (gain) loss		(2,789	)		(2,702)		(2,807	)		(303)		251,995
General and administrative		1,878			2,345		10,712			15,325		1,124,716
Impairment of goodwill		Nil			Nil		Nil			Nil		3,274,109
Impairment of assets		Nil			Nil		Nil			885		2,220,609
Management fees		4,028			16,519		19,638			44,174		1,226,409
Payroll		Nil			Nil		Nil			Nil		29,516
Professional fees		10,687			10,058		52,514			57,556		799,477
Research and development		Nil			Nil		Nil			Nil		318,360

Our total expenses during the three months ended July 31, 2013 were $13,804 which consisted of $2,789 in foreign exchange gain, $1,878 in general and administrative expenses, $4,028 in management fees, and $10,687 in professional fees. During this period we also incurred $62,958 in accretion of discounts on convertible notes payable, $1,981 in amortization of deferred financing costs, $72,999 in interest expenses and $41,653 in loss on change in fair value of derivative liabilities.

Our total expenses during the three months ended July 31, 2012 were $26,220 which consisted of $2,702 in foreign exchange gain, $2,345 in general and administrative expenses, $16,519 in management fees and $10,058 in professional fees. During this period we also incurred $17,629 in accretion of discounts on convertible notes payable, $45,567 in the form of interest expenses and $31,257 in loss on change in fair value of derivative liabilities.

Our total expenses during the nine months ended July 31, 2013 were $147,289 which consisted of $62,000 in advertising and marketing, $2,807 in foreign exchange gain, $10,712 in general and administrative expenses, $5,232 in consulting fees, $19,638 in management fees and $52,514 in professional fees. During this period we also incurred $215,995 in accretion of discounts on convertible notes payable, $8,112 in amortization of deferred financing costs, $143,147 in interest expenses and $213,787 in loss on change in fair value of derivative liabilities.

18

Our total expenses during the nine months ended July 31, 2012 were $166,628 which consisted of $241 in amortization of property and equipment, $48,750 in consulting fees, $303 in foreign exchange gain, $15,325 in general and administrative expenses, $885 in impairment of assets, $44,174 in management fees and $57,556 in professional fees. During this period we also incurred $104,602 in the form of interest expenses.

Our total expenses from our inception on June 5, 2006 to July 31, 2013 were $11,714,216 which consisted of $244,182 in advertising and marketing expenses, $18,138 in amortization of intangible assets, $32,677 in amortization of property and equipment, $2,173,938 in consulting fees, $251,995 in foreign exchange loss, $1,124,717 in general and administrative expenses, $3,274,109 in impairment of goodwill, $2,220,609 in impairment of assets, $1,226,409 in management fees, $29,516 in payroll expenses, $799,477 in professional fees and $318,360 in research and development expenses.

Our general and administrative expenses consisted of travel, meals and entertainment, office maintenance, communication expenses (cellular, internet, fax and telephone), office supplies and courier and postage costs. Our professional fees consisted of legal, accounting and auditing fees.

The decrease in our operating expenses during the three months ended July 31, 2013 compared to the same period in 2012 was primarily due to decreases in general and administrative expenses and management fees and during the most recent period.

The decrease in our operating expenses during the nine months ended July 31, 2013 compared to the same period in 2012 was primarily due to decreases in general and administrative expenses, Consulting fees, management fees, impairment of assets and professional fees during the most recent period.

During the three months ended July 31, 2013 we incurred a $13,804 operating loss, and a net loss of $193,395. During the same period in fiscal 2012 we incurred an operating loss of $26,220 and a net loss of $120,673. During the nine months ended July 31, 2013 we incurred a $147,289 operating loss, and a net loss of $728,330. During the same period in fiscal 2012 we incurred an operating loss of $166,628 and a net loss of $324,975. We experienced a net loss per share of $NIL during the three and nine months ended July 31, 2013 and 2012. From our inception on June 5, 2006 to July 31, 2013 we incurred a total of $11,714,126 in operating loss, incurred a $1,205,782 loss from discontinued operations and incurred a net loss $15,041,605.

Liquidity and Capital Resources

Working Capital

	At			At
	July 31,			October 31,
	2013			2012
	($)			($)
Current Assets		130,572			78,572
Current Liabilities		1,905,136			1,817,242
Working Capital/(Deficit)		(1,774,564	)		(1,738,670	)

Cash Flows

							Period from
	Nine Months			Nine Months			Inception
	Ended			Ended			(June 5, 2006)
	July 31,			July 31,			to July 31,
	2013			2012			2013
	($)			($)			($)
Net Cash used in Operating Activities		(40,875	)		(107,138	)		(2,836,999	)
Net Cash used in Investing Activities		(52,370	)		(37,563	)		(1,443,771	)
Net Cash provided by Financing Activities		92,875			145,000			4,227,569
Net Increase (Decrease) in Cash During Period		(370	)		299			Nil

As of July 31, 2013, we had $Nil in cash, $130,572 in total current assets, $1,905,136 in total current liabilities and a working capital deficit of $1,774,564. As of October 31, 2012, we had working capital deficit of $1,738,670.

19

During the nine months ended July 31, 2013, we spent $40,875 on operating activities, compared to spending of $107,138 on operating activities during the same period in fiscal 2012. The decrease in our expenditures on operating activities during the nine months ended July 31, 2013 was largely due to decreases in stock based compensation and amounts due to related parties. From our inception on June 5, 2006 to July 31, 2013 we spent $2,836,999 on operating activities.

During the nine months ended July 31, 2013, we spent $52,370 on investing activities, whereas we spent $37,563 on investing activities during the same period in fiscal 2012. From our inception on June 5, 2006 to July 31, 2013 we spent $1,443,771 on investing activities, the bulk of which was in the form of advances for notes receivable of $1,114,182, loan receivables of $130,572 and the acquisition of intangible assets of $182,687.

During the nine months ended July 31, 2013 we received $92,875 from financing activities, of which $98,935 was in the form of proceeds from notes payable and $440 from bank indebtedness offset by $6,500 in payment of deferred financing costs, whereas we received $145,000 from financing activities during the same period in fiscal 2012. From our inception on June 5, 2006 to July 31, 2013, we received $4,227,569 from financing activities, primarily in the form of proceeds from the issuance of our common stock and preferred stock and proceeds from notes payable and convertible notes payable.

For the next 12 months (beginning May 2013), we estimate our planned expenses to be approximately $1,400,000, as summarized in the table below:

Description	Potential		Estimated
	Completion		Expenses
	Date		($)
General and administrative expenses		12 months		250,000
Professional fees		12 months		150,000
Unallocated working capital		12 months		100,000
Debt repayment		12 months		900,000
Total				1,400,000

Based on our planned expenditures, we require additional funds of approximately $1,400,000 to proceed with our business plan over the next 12 months (beginning May 2013). If we are not able to obtain additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Future Financings

We have not generated significant revenues since inception and are unlikely to generate significant revenues or earnings in the immediate or foreseeable future. We rely upon the sale of our securities and proceeds from related parties to fund our operations. We anticipate that we will incur substantial losses for the foreseeable future, and we are dependent upon obtaining outside financing to carry out our operations.

We will require approximately $1,400,000 over the next 12 months (beginning May 2013) to enable us to proceed with our plan of operations, including paying our ongoing expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we intend to raise funds from private placements, loans or possibly a registered public offering (either self-underwritten or through a broker-dealer). At this time we do not have a commitment from any broker-dealer to provide us with financing, and there is no guarantee that any financing will be available to us or if available, on terms that will be acceptable to us.

If we are unable to obtain the necessary additional financing, then we plan to reduce the amounts that we spend on our operations, our professional fees and our general and administrative expenses so as not to exceed the amount of capital resources that are available to us. If we do not secure additional financing our current cash reserves and working capital will be not be sufficient to enable us to sustain our operations for the next 12 months, even if we do decide to scale them down.

20

Going Concern

Our financial statements for the three and nine months ended July 31, 2013 have been prepared on a going concern basis and contain an additional explanatory paragraph in Note 1 which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Inflation

The amounts presented in our financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Critical Accounting Policies

Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to our financial statements for the three and nine months ended July 31, 2013. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.

Comprehensive Loss

ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at July 31, 2013 and 2012, our company had no items that represent comprehensive income or loss.

Recently Issued Accounting Pronouncements

Our company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

21

Item 3. Quantitative and Qualitative Disclosure About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").

Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of July 31, 2013, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.

Changes in Internal Control Over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

22

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2. Unregistered Sales of Equity Securities

During the nine months ended July 31, 2013 we issued an aggregate of 333,559,789 shares of our common stock related to the conversion of $209,150 plus accrued interest of $5,258 under the convertible promissory notes. These securities were issued pursuant to an exemption from registration requirements relying on Regulation Rule 506 of Regulation D of the Securities Act of 1933.Subsequent Issuances:

Subsequent Issuances:

Subsequent to July 31, 2013, the Company issued 127,200,507 shares of common stock upon the conversion of $32,100 or principal and $2,270 of accrued interest relating to the convertible note described in Note 6(g). These securities were issued pursuant to an exemption from registration requirements relying on Regulation Rule 506 of Regulation D of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

23

Item 6. Exhibits

Exhibit No.	Description
(3)	(i) Articles of Incorporation; (ii) By-laws
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement filed on Form SB-2 on August 20, 2004)
3.2	By-Laws (incorporated by reference to our Registration Statement filed on Form SB-2 on August 20, 2004)
3.3	Certificate of Amendment dated June 10, 2008 (incorporated by reference to our Current Report on Form 8-K filed on June 26, 2008)
3.3	Certificate of Merger dated May 1, 2009 (incorporated by reference to our Current Report on Form 8- K filed on May 7, 2009)
3.4	Certificate of Amendment dated May 21, 2009 (incorporated by reference to our Current Report on Form 8-K filed on July 28, 2009)
3.5	Certificate of Amendment dated March 13, 2012 (incorporated by reference to our Current Report on Form 8-K filed on May 1, 2012)
3.6	Certificate of Amendment dated November 30, 2012 (incorporated by reference to our Current Report on Form 8-K filed on December 5, 2012)
(10)	Material Contracts
10.1	Merger Agreement between Sound Revolution Inc. and On4 Communications, Inc. dated March 12, 2009 (incorporated by reference to our Current Report on Form 8-K filed on March 16, 2009)
10.2	Merger Agreement Amendment between Sound Revolution Inc. and On4 Communications, Inc. dated March 26, 2009 (incorporated by reference to our Current Report on Form 8-K filed on April 13, 2009)
10.3	Asset Purchase Agreement between our company and On4 Communications, Inc. (Canada) dated April 29, 2010 (incorporated by reference to our Quarterly Report on Form 10-Q filed on June 22, 2010)
10.4	Asset Purchase Agreement between our company, Charity Tunes Inc., Bacchus Filings Inc., Bacchus Entertainment Ltd. and Penny Green dated April 30, 2010 (incorporated by reference to our Quarterly Report on Form 10-Q filed on June 22, 2010)
10.5	Acquisition Agreement between our company and Empire Success, LLC dated March 16, 2011 (incorporated by reference to our Quarterly Report on Form 10-Q filed on June 17, 2011)
10.6	Letter of Intent between our company and NetCents Systems Ltd. (incorporated by reference to our Current Report on Form 8-K filed on November 9, 2011)
10.7	Share Exchange Agreement between our company and NetCents Systems Ltd., et al, dated December 15, 2011 (incorporated by reference to our Current Report on Form 8-K filed on December 19, 2011)
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification pursuant to the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer.
31.2*	Section 302 Certification pursuant to the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer.

(32)	Section 1350 Certifications
32.1*	Section 906 Certification pursuant to the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer.
32.2*	Section 906 Certification pursuant to the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer.
(99)	Additional Exhibits
99.1	Audit Committee Charter dated September 30, 2009 (incorporated by reference to our Annual Report on Form 10-K filed on February 16, 2010)
101*	Interactive Data Files**
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Schema
101.CAL	XBRL Taxonomy Calculation Linkbase
101.DEF	XBRL Taxonomy Definition Linkbase
101.LAB	XBRL Taxonomy Label Linkbase
101.PRE	XBRL Taxonomy Presentation Linkbase

* Filed herewith.

** Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

24

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		On4 Communications, Inc.
Date:  March 11, 2014	By:	/s/ Clayton Moore
		Clayton Moore
		President, Chief Executive Officer and Director
		(Principal Executive Officer, Principal Financial
		Officer and Principal Accounting Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14

I, Clayton Moore, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of On4 Communications, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)         Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)         Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)         Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)         Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 11, 2014

/s/ Clayton Moore

By: Clayton Moore

Its: Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14

I, Clayton Moore, certify that:

  1. I have reviewed this Quarterly Report on Form 10-Q of On4 Communications, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)         Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)         Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)         Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 11, 2014

/s/ Clayton Moore

By: Clayton Moore

Its: Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of On4 Communications, Inc. (the “Company”) on Form 10-Q for the period ended July 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Clayton Moore, Chief Executive Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)        The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)        The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Clayton Moore

By: Clayton Moore

Chief Executive Officer

Dated: March 11, 2014

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of On4 Communications, Inc. (the “Company”) on Form 10-Q for the period ended July 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Clayton Moore, Chief Financial Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)        The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)        The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Clayton Moore

By: Clayton Moore

Chief Financial Officer

Dated: March 11, 2014

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Convertible Notes Payable (g) (Details Narrative) (Convertible Notes Payable (g), USD $)	9 Months Ended
	Jul. 31, 2013	Jun. 20, 2013	Dec. 03, 2012
Convertible Notes Payable (g)
Convertible loan, interest rate			8.00%
Loan default penalty percentage applied to principal balance		150.00%
Loan adjusted value after application of default penalty		$ 48,750
Debt discount resulting from the fair value of the derivative liability		48,750
Issuance of common stock for conversion	118,769,285
Conversion amount	39,150
Accretion expense recorded upon conversion of note	43,158
Carrying value of note	4,008
Financing costs relating to the issuance of note	$ 2,500

XML

Restatement - Condensed Statements of Cash Flows (Details) (USD $)	3 Months Ended	9 Months Ended	86 Months Ended
	Jul. 31, 2013	Jul. 31, 2013	Jul. 31, 2013
Net loss from continuing operations	$ (193,395)	$ (728,330)	$ (13,835,823)
Issuance of notes payable for services and penalties		97,000	187,402
Accrued interest payable		69,512	623,375
As Reported
Net loss from continuing operations	(193,238)	(666,024)	(13,773,517)
Issuance of notes payable for services and penalties		35,000	125,402
Accrued interest payable		69,206	623,069
Adjustment
Net loss from continuing operations	(157)	(62,306)	(62,306)
Issuance of notes payable for services and penalties		62,000	62,000
Accrued interest payable		306	306
As Restated
Net loss from continuing operations	(193,395)	(728,330)	(13,835,823)
Issuance of notes payable for services and penalties		97,000	187,402
Accrued interest payable		$ 69,512	$ 623,375

XML

Stock Options - Stock option plan activities (Details) (USD $)					9 Months Ended
	Jul. 31, 2013 Number of Options	Oct. 31, 2012 Number of Options	Jul. 31, 2013 Weighted Average Exercise Price ($)	Oct. 31, 2012 Weighted Average Exercise Price ($)	Jul. 31, 2013 Weighted Average Remaining Contractual Life (years)	Jul. 31, 2013 Aggregate Intrinsic Value ($)	Oct. 31, 2012 Aggregate Intrinsic Value ($)
Stock options outstanding, shares	2,625,000	2,625,000
Stock options outstanding, per share			$ 0.30	$ 0.30
Stock options outstanding, years					2 years 2 months 16 days
Stock options outstanding, value

XML

Restatement (Details Narrative) (USD $)	3 Months Ended	9 Months Ended
	Jul. 31, 2013	Jul. 31, 2013
Equity [Abstract]
Increase in liabilities as effect of restatement	$ 62,306
Increase in net loss as effect of restatement	$ 62,306	$ 62,306

XML

Common Stock (Details Narrative) (USD $)	9 Months Ended
	Jul. 31, 2013	Nov. 30, 2012	Oct. 31, 2012	Apr. 20, 2012
Equity [Abstract]
Authorized number of common stock shares	600,000,000	200,000,000	600,000,000	100,000,000
Increased authorized number of common stock shares		600,000,000		200,000,000
Increased common stock, par value		$ 0.0001		$ 0.0001
Authorized number of preferred stock shares	30,000,000	10,000,000	30,000,000
Increased authorized number of preferred stock shares		30,000,000
Issuance of common stock	333,559,789
Value of convertible notes payable	$ 209,150
Accrued interest	$ 5,258

XML

Convertible Notes Payable (a) (Details Narrative) (Convertible Notes Payable (a), USD $)	9 Months Ended	15 Months Ended
	Jul. 31, 2013	Jul. 31, 2013	May 08, 2013
Convertible Notes Payable (a)
Convertible promissory note agreement			$ 32,500
Convertible loan, interest rate			8.00%
Debt discount resulting from the fair value of the derivative liability			32,500
Issuance of common stock for conversion	22,871,651
Conversion amount	32,500
Accrued interest	1,300
Accretion expense recorded upon conversion of note		32,500
Financing costs relating to the issuance of note		$ 2,500

XML

Stock Options (Tables)

3 Months Ended

Jul. 31, 2013

Other Liabilities Disclosure [Abstract]

Stock option plan activities

	Number of Options	Weighted Average Exercise Price $	Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value $
Outstanding and exercisable, October 31, 2012 and July 31, 2013	2,625,000	0.30	2.21	–

Additional information regarding stock options

Number of Options	Exercise Price $	Expiry Date
2,000,000	0.15	March 3, 2015
275,000	0.50	July 23, 2017
350,000	1.00	December 18, 2017
2,625,000

XML

Commitments (Details Narrative) (USD $)	59 Months Ended
	Feb. 01, 2015	May 10, 2013	Dec. 15, 2011	Feb. 23, 2010
Trademark License Agreement
Non-refundable advance against royalties				$ 5,000
Percentage of annual guaranteed royalties due at end of each calender quarter	25.00%
Percentage of all net sales of licensed products to be spent for promotional activities each contract year	2.00%
Share Exchange Agreement with NetCents Systems Ltd.
Shares of Company common stock issued for everyone one share of NetCents stock issued and outstanding on date of closing			2
Four Debt Settlement Agreements
Units issued to settle amounts owed to creditors, consisting of one common share and one share purchase warrant		918,042
Cash payment debt settlement amount		55,083
Amounts owed to creditors		$ 275,413
Purchase price per share for share purchase warrant agreement		$ 0.30
Share purchase warrant agreement term		2 years
Amount of shares issued in pursuance of debt settlement agreements as of filing date		0

XML

Convertible Notes Payable (j) (Details Narrative) (Convertible Notes Payable (j), USD $)	Feb. 01, 2013
Convertible Notes Payable (j)
Convertible promissory note agreement for advertising services	$ 62,000
Convertible loan conversion into shares of common stock, price per share	$ 1.0363
Convertible loan, interest rate	1.00%

XML

Convertible Notes Payable (e) (Details Narrative) (Convertible Notes Payable (e), USD $)	9 Months Ended
	Jul. 31, 2013	Jul. 31, 2013	Nov. 13, 2012
Convertible Notes Payable (e)
Convertible promissory note agreement			$ 20,000
Convertible loan, interest rate			5.00%
Debt discount resulting from the fair value of the derivative liability			20,000
Issuance of common stock for conversion		50,974,141
Conversion amount		20,000
Accrued interest		580
Accretion expense recorded upon conversion of note	$ 20,000

XML

Restatement - Condensed Balance Sheets (Details) (USD $)	Jul. 31, 2013	Oct. 31, 2012
Current Liabilities
Accrued interest payable	$ 393,946	$ 329,692
Convertible notes payable	125,710	65,615
Total Liabilities	1,905,136	1,817,242
Stockholders' Deficit
Deficit accumulated during the development stage	(15,125,077)	(14,396,747)
Total Stockholders' Deficit	(1,772,299)	(1,734,793)
As Reported
Current Liabilities
Accrued interest payable	393,640
Convertible notes payable	63,710
Total Liabilities	1,842,830
Stockholders' Deficit
Deficit accumulated during the development stage	(15,062,771)
Total Stockholders' Deficit	(1,709,993)
Adjustment
Current Liabilities
Accrued interest payable	306
Convertible notes payable	62,000
Total Liabilities	62,306
Stockholders' Deficit
Deficit accumulated during the development stage	(62,306)
Total Stockholders' Deficit	(62,306)
As Restated
Current Liabilities
Accrued interest payable	393,946
Convertible notes payable	125,710
Total Liabilities	1,905,136
Stockholders' Deficit
Deficit accumulated during the development stage	(15,125,077)
Total Stockholders' Deficit	$ (1,772,299)

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Share Purchase Warrants - Share purchase warrants (Details) (USD $)	Jul. 31, 2013	Oct. 31, 2012
Number of Warrants
Share purchase warrants, value	0	156,000
Expired, value		(156,000)
Weighted Average Exercise Price ($)
Share purchase warrants, per share	$ 0	$ 0.50
Expired, per share		$ 0.50

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Loan Receivable

3 Months Ended

Jul. 31, 2013

Receivables [Abstract]

Loan Receivable

3. Loan Receivable

On December 15, 2011, the Company entered into the share exchange agreement with NetCents Systems Ltd. (“NetCents”), as described in Note 11. As at July 31, 2013, the Company was owed $130,572 (October 31, 2012 - $78,202) for expenses paid on behalf of NetCents. The amount is unsecured, non-interest bearing and due on demand.

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Derivative Liabilities - Fair values of the derivative liabilities (Details) (USD $)	Jul. 31, 2013	Oct. 31, 2012
$25,000 convertible debenture issued September 10, 2012
Fair value of the derivative liabilities		$ 66,759
$60,000 convertible debenture issued September 10, 2012
Fair value of the derivative liabilities		36,988
$32,000 convertible debenture issued December 3, 2012
Fair value of the derivative liabilities	9,074
$27,500 convertible debenture issued February 16, 2013
Fair value of the derivative liabilities	33,294
Total
Fair value of the derivative liabilities	$ 42,368	$ 103,747

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Going Concern (Details Narrative) (USD $)	Jul. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital deficiency	$ 1,774,564
Accumulated deficit	$ 15,125,077

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Basis of Presentation (Details Narrative) (USD $)	Mar. 16, 2011	May 01, 2009
Accounting Policies [Abstract]
Issuance of common stock to former shareholder		27,955,089
Percentage of issued and outstanding common stock controlled by former shareholders		68.00%
Cash consideration for disposal of wholly owned subsidiaries	$ 15,000
Common stock consideration for disposal of wholly owned subsidiaries	6,300

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Subsequent Events (Details Narrative) (USD $)	2 Months Ended
	Sep. 19, 2013
Subsequent Events (a)
Issuance of common stock upon conversion	35,161,291
Cash converted from common stock	$ 9,600
Accrued interest converted from common stock	1,300
Subsequent Events (b)
Issuance of common stock upon conversion	92,039,216
Cash converted from common stock	22,500
Accrued interest converted from common stock	$ 970

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Derivative Liabilities - Assumptions used in the calculation of the fair values of the derivative liabilities (Details)	0 Months Ended	6 Months Ended		8 Months Ended
	Feb. 17, 2013 February 16, 2013 convertible note (by date of vesting)	Jul. 31, 2013 February 16, 2013 convertible note	Jun. 01, 2013 December 3, 2012 convertible note (by date of vesting)	Jul. 31, 2013 December 3, 2012 convertible note
Expected Volatility	307.00%	259.00%	239.00%	343.00%
Risk-free Interest Rate	0.17%	0.08%	0.04%	0.03%
Expected Dividend Yield	0.00%	0.00%	0.00%	0.00%
Expected Life (in years)	1 year	6 months 18 days	3 months 4 days	1 month 6 days

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Loan Receivable (Details Narrative) (USD $)	Jul. 31, 2013	Oct. 31, 2012
Receivables [Abstract]
Receivables owed for expenses paid on behalf of NetCents	$ 130,572	$ 78,202

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Related Party Transactions (Details Narrative) (USD $)	9 Months Ended
	Jul. 31, 2013	Jul. 31, 2012	Oct. 31, 2012
Former Chief Financial Officer
Cash owed	$ 30,297		$ 31,200
Management fees incurred	4,028	44,174
Chief Executive Officer
Cash owed	2,114		2,329
Chief Operating Officer
Cash owed	2,810
Former Chief Executive Officer
Cash owed	$ 205,338		$ 205,338

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Summary of Significant Accounting Principles

3 Months Ended

Jul. 31, 2013

Accounting Policies [Abstract]

Summary of Significant Accounting Principles

2. Summary of Significant Accounting Principles

Comprehensive Loss

ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at July 31, 2013 and October 31, 2012, the Company had no items that represent comprehensive income or loss.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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Notes Payable - Notes Payable (Details) (USD $)	Jul. 31, 2013	Oct. 31, 2012
Kestrel Gold Inc.
Notes Payable	$ 24,303	$ 25,025
Notes Payable, interest rate	2.00%	2.00%
Scottsdale Investment Corporation
Notes Payable	319,980	319,980
Notes Payable, interest rate	12.00%	12.00%
Gordon Jessop
Notes Payable	46,365	86,365
Notes Payable, interest rate	5.00%	5.00%
Total
Notes Payable	$ 390,648	$ 431,370

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Convertible Notes Payable (h) (Details Narrative) (Convertible Notes Payable (h), USD $)	6 Months Ended
	Jul. 31, 2013	Feb. 10, 2013
Convertible Notes Payable (h)
Convertible promissory note agreement		$ 27,500
Convertible loan, interest rate		8.00%
Debt discount resulting from the fair value of the derivative liability		27,500
Accretion expense recorded upon conversion of note	3,452
Carrying value of note	3,452
Financing costs relating to the issuance of note	$ 1,500

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Restatement - Condensed Statements of Operations (Details) (USD $)	3 Months Ended		9 Months Ended		74 Months Ended	86 Months Ended
	Jul. 31, 2013	Jul. 31, 2012	Jul. 31, 2013	Jul. 31, 2012	Jul. 31, 2012	Jul. 31, 2013
Advertising and marketing			$ 62,000		$ 244,182
Total Operating Expense	13,804	26,220	147,289	166,628	11,714,126
Operating Loss	(13,804)	(26,220)	(147,289)	(166,628)	(11,714,126)
Interest expense	(72,999)	(42,235)	(143,147)	(104,602)	(911,961)
Total Other Income (Expenses)	(179,591)	(94,453)	(581,041)	(158,347)	(2,121,697)
Loss from Continuing Operations	(193,395)	(120,673)	(728,330)	(324,975)	(13,835,823)	(13,835,823)
Net Loss	(193,395)	(120,673)	(728,330)	(324,975)	(15,041,605)
As Reported
Advertising and marketing						182,182
Total Operating Expense			85,289			11,652,126
Operating Loss			(85,289)			(11,652,126)
Interest expense	(72,848)		(142,841)			(911,655)
Total Other Income (Expenses)	(179,434)		(580,735)			(2,121,391)
Loss from Continuing Operations	(193,238)		(666,024)			(13,773,517)
Net Loss	(193,238)		(666,024)			(14,979,299)
Adjustment
Advertising and marketing			62,000			62,000
Total Operating Expense			62,000			62,000
Operating Loss			(62,000)			(62,000)
Interest expense	(157)		(306)			(306)
Total Other Income (Expenses)	(157)		(306)			(306)
Loss from Continuing Operations	(157)		(62,306)			(62,306)
Net Loss	(157)		(62,306)			(62,306)
As Restated
Advertising and marketing			62,000			244,182
Total Operating Expense			147,289			11,714,126
Operating Loss			(147,289)			(11,714,126)
Interest expense	(72,999)		(143,147)			(911,961)
Total Other Income (Expenses)	(179,591)		(581,041)			(2,121,697)
Loss from Continuing Operations	(193,395)		(728,330)			(13,835,823)
Net Loss	$ (193,395)		$ (728,330)			$ (15,041,605)

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Condensed Balance Sheet (unaudited) (Restated - Note 13) (USD $)	Jul. 31, 2013	Oct. 31, 2012
Current Assets
Cash		$ 370
Loan receivable (Note 3)	130,572	78,202
Total Current Assets	130,572	78,572
Deferred financing costs (Note 6)	2,265	3,877
Total Assets	132,837	82,449
Current Liabilities
Bank indebtedness	440
Accounts payable and accrued liabilities	916,803	647,951
Accrued interest payable	393,946	329,692
Due to related parties (Note 4)	35,221	238,867
Notes payable (Note 5)	390,648	431,370
Convertible notes payable, net of unamortized discount of $29,640 and $44,385, respectively (Note 6)	125,710	65,615
Derivative liabilities (Note 7)	42,368	103,747
Total Liabilities	1,905,136	1,817,242
Stockholders' Deficit
Preferred stock: 30,000,000 shares authorized, non-voting, no par value; No shares issued and outstanding
Common stock: 600,000,000 shares authorized, $0.0001 par value; 454,499,323 shares issued and outstanding (October 31, 2012 - 120,939,534)	45,450	12,094
Additional paid-in capital	13,237,328	12,579,860
Common stock issuable	70,000	70,000
Deficit accumulated during the development stage	(15,125,077)	(14,396,747)
Total Stockholders' Deficit	(1,772,299)	(1,734,793)
Total Liabilities and Stockholders' Deficit	$ 132,837	$ 82,449

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Derivative Liabilities (Details Narrative) (USD $)	9 Months Ended
	Jul. 31, 2013	Jul. 31, 2012	Feb. 10, 2013	Dec. 03, 2012	Nov. 13, 2012	Sep. 10, 2012	May 08, 2012
Notes to Financial Statements
Fair value of the derivative liabilities			$ 57,147	$ 47,880	$ 139,369	$ 37,357	$ 36,123
Additional fair value of the derivative liabilities					69,684	36,987
Loss on the change in fair value of the derivative liabilities	$ 213,787	$ 31,257

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Basis of Presentation

3 Months Ended

Jul. 31, 2013

Accounting Policies [Abstract]

Basis of Presentation

1. Basis of Presentation

These interim unaudited financial statements of On4 Communications, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended October 31, 2012, included in the Company’s Annual Report on Form 10-K filed on February 13, 2013 with the SEC.

The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at July 31, 2013, and the results of its operations and cash flows for the nine months ended July 31, 2013. The results of operations for the nine months ended July 31, 2013, are not necessarily indicative of the results to be expected for future quarters or the full year.

Sound Revolution Inc. (the "Company"), was incorporated on June 4, 2001 under the laws of the State of Delaware and on October 2, 2009 changed its name to On4 Communications, Inc. On May 1, 2009, the Company merged with On4 Communications, Inc. (“On4”), an Arizona corporation incorporated on June 5, 2006. Pursuant to the terms of the merger agreement, the Company acquired all assets and liabilities of On4 by issuing new shares to all former shareholders of On4 on a 1-to-1 basis. The Company issued 27,955,089 common shares to the former shareholders of On4 and the merger was accounted for as a “reverse merger” using the purchase method of accounting, with the former shareholders of On4 controlling 68% of the issued and outstanding common shares of the Company after the closing of the transaction. Accordingly, On4 was deemed to be the acquirer for accounting purposes and the financial statements are presented as a continuation of On4 and include the results of operations of On4 since incorporation on June 5, 2006, and the results of operations of the Company since the date of acquisition on May 1, 2009.

On4 is in the business of manufacturing two-way communication and location devices with applications that include tracking people, pets, assets, and inventory, among others. The Company had two wholly-owned subsidiaries: (i) Sound Revolution Recordings Inc., which was incorporated in British Columbia, Canada on June 20, 2001, for the purpose of carrying on music marketing services in British Columbia, and (ii) Charity Tunes Inc., which was incorporated in the State of Delaware on June 27, 2005, for the purpose of operating a website for the distribution of songs online. On March 16, 2011, the Company disposed its two wholly owned subsidiaries, Sound Revolution Recordings Inc., and Charity Tunes Inc., for consideration of $15,000 and 6,300 shares of the acquirer’s common stock. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities, and has not yet generated significant revenues from their intended business activities.

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Convertible Notes Payable (c) (Details Narrative) (Convertible Notes Payable (c), USD $)	9 Months Ended	11 Months Ended
	Jul. 31, 2013	Jul. 31, 2013	Sep. 10, 2012
Convertible Notes Payable (c)
Convertible promissory note agreement			$ 25,000
Convertible loan, interest rate			8.00%
Debt discount resulting from the fair value of the derivative liability			25,000
Issuance of common stock for conversion	35,660,372
Conversion amount	25,000
Accrued interest	1,538
Accretion expense recorded upon conversion of note		25,000
Financing costs relating to the issuance of note		$ 1,500

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Notes Payable (Tables)

3 Months Ended

Jul. 31, 2013

Debt Disclosure [Abstract]

Notes Payable

	July 31, 2013 $		October 31, 2012 $
Kestrel Gold Inc., unsecured, due interest at prime plus 2% per annum, and due on demand.		24,303		25,025
Scottsdale Investment Corporation, unsecured, due interest at 12% per annum, and due on demand.		319,980		319,980
Gordon Jessop, unsecured, due interest at 5% per annum, and due on demand		46,365		86,365
		390,648		431,370

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Convertible Notes Payable (d) (Details Narrative) (Convertible Notes Payable (d), USD $)	9 Months Ended	11 Months Ended	12 Months Ended
	Jul. 31, 2013	Jul. 31, 2013	Oct. 31, 2012	Sep. 10, 2012
Convertible Notes Payable (d)
Convertible promissory note agreement				$ 60,000
Convertible loan, interest rate				8.00%
Debt discount resulting from the fair value of the derivative liability				60,000
Issuance of common stock for conversion	15,329,249		17,681,232
Conversion amount	20,000		40,000
Accrued interest	220
Accretion expense recorded upon conversion of note		$ 60,000

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Share Purchase Warrants (Tables)

3 Months Ended

Jul. 31, 2013

Equity [Abstract]

Share purchase warrants

	Number of Warrants	Weighted Average Exercise Price $
Balance, October 31, 2012	156,000	0.50
Expired	(156,000)	0.50
Balance, July 31, 2013	–	–

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Going Concern

3 Months Ended

Jul. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. As at July 31, 2013, the Company has not generated any revenues since inception, has a working capital deficiency of $1,774,564 and has an accumulated deficit of $15,125,077 since inception. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company will need additional working capital to continue or to be successful in any future business activities. Therefore, continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to accomplish its objective. Management plans to seek debt or equity financing, or a combination of both, to raise the necessary working capital.

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Condensed Balance Sheet (Parenthetical) (USD $)	Jul. 31, 2013	Oct. 31, 2012
Statement of Financial Position [Abstract]
Convertible notes payable	$ 29,640	$ 44,385
Preferred Stock, Shares Authorized	30,000,000	30,000,000
Preferred Stock, No Par Value	$ 0.0	$ 0.0
Common Stock, Shares Authorized	600,000,000	600,000,000
Common Stock, Par Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	454,499,323	120,939,534
Common Stock, Shares, Outstanding	454,499,323	120,939,534

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Commitments

3 Months Ended

Jul. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments

11. Commitments

(a) On February 23, 2010, the Company entered into a Trademark License Agreement (the “Agreement”). Pursuant to the Agreement, the Company was granted an exclusive license to use certain trademarks and trade names on the Company’s hardware, software and services that provide tracking and location monitoring for people, animals and property of any other nature, but excluding firearms and related accessories, as well as existing licensed products and services of the Company, including but not limited to GPS, E911, A-GPS, radio frequency, beacon technology. Other applications that are covered under the Trademark License Agreement also include offenders monitoring, elderly, medical, teens and children tracking, public safety officers, executives, cars, tracks, motorcycles, aircrafts, boats, personal watercrafts, ATV’s, equipment, cargo, tools, trailers, electronic equipment, retail goods, and consumer goods in transit. The licensed territory includes the United States, Canada and Mexico. The Agreement expires on February 1, 2015.

The Company must pay a royalty of net sales and incurred a non-refundable advance against royalties of $5,000. The Company must pay guaranteed royalties with 25% of each royalty for the year due at the end of each calendar quarter. Further, the Company has agreed to spend an amount equal to at least 2% of all net sales of the licensed products during each contract year for promotional activities.

(b) On December 15, 2011, the Company entered into a Share Exchange Agreement (the “Agreement”) with NetCents Systems Ltd. (“NetCents”). Pursuant to the terms of the Agreement, the Company will issue two shares of common stock for every one share of NetCents stock issued and outstanding on the date of closing. Upon completion of the transaction, NetCents would become a wholly owned subsidiary of the Company. The Agreement is subject to conditions precedent to closing and the risk that these conditions precedent will not be satisfied results in there being no assurance that the Agreement will be completed as contemplated, or at all. As of the date of issuance of these financial statements, the agreement had yet to be completed.

(c) On May 10, 2013, the Company entered into four debt settlement agreements. Pursuant to the agreements, the Company would either issue 918,042 units or make cash payments of $55,083 to settle $275,413 of amounts owed to creditors. Each unit consists of one common share and one share purchase warrant to purchase an additional common share of the Company at $0.30 for two years. As of the date of this filing, the shares have not been issued.

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Document and Entity Information

3 Months Ended

Jul. 31, 2013

Sep. 19, 2013

Document And Entity Information

Entity Registrant Name

ON4 COMMUNICATIONS INC.

Entity Central Index Key

0001300867

Document Type

10-Q

Document Period End Date

Jul. 31, 2013

Amendment Flag

true

Current Fiscal Year End Date

--02-28

Is Entity a Well-known Seasoned Issuer?

No

Is Entity a Voluntary Filer?

No

Is Entity's Reporting Status Current?

Yes

Entity Filer Category

Smaller Reporting Company

Entity Common Stock, Shares Outstanding

581,699,830

Amendment Description

On4 Communications, Inc. is filing this Amendment No. 1 on Form 10-Q/A for the period ended July 31, 2013, to amend and restate financial statements and other financial information on the Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2013, as filed with the Securities and Exchange Commission (the “SEC”) on September 23, 2013 (the “Original Filing”).

The purpose of this Amendment No. 1 on Form 10-Q/A is to account for debt obligations that were not provided or disclosed to the Company’s independent auditors.  For convenience and ease of reference, the Company is filing this Form 10-Q/A in its entirety with all applicable changes and unless otherwise stated, all information contained in this amendment is as of September 23, 2013, the filing date of the Original Filing. Except as stated herein, this Form 10-Q/A does not reflect events or transactions occurring after such filing date or modify or update those disclosures in the original Form 10-Q that may have been affected by events or transactions occurring subsequent to such filing date.

Document Fiscal Period Focus

Q2

Document Fiscal Year Focus

2013

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Supplemental Disclosures

3 Months Ended

Jul. 31, 2013

Supplemental Cash Flow Elements [Abstract]

Supplemental Disclosures

12. Supplemental Disclosures

	Nine Months Ended July 31, 2013 $	Nine Months Ended July 31, 2012 $	Accumulated From June 5, 2006 (Date of Inception) to July 31, 2013 $
Non-cash investing and financing activities:
Fair value of beneficial conversion options upon conversion of debt recorded as additional paid-in capital	476,417	–	476,417
Shares issued for conversion of debt and accrued interest payable	209,150	–	376,550
Supplemental Disclosures:
Interest paid	–	–	–
Income taxes paid	–	–	–

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Condensed Statements of Operations (unaudited) (Restated - Note 13) (USD $)	3 Months Ended		9 Months Ended		74 Months Ended
	Jul. 31, 2013	Jul. 31, 2012	Jul. 31, 2013	Jul. 31, 2012	Jul. 31, 2012
Income Statement [Abstract]
Revenue
Operating Expenses
Advertising and marketing			62,000		244,182
Amortization of intangible assets					18,138
Amortization of property and equipment				241	32,677
Consulting fees			5,232	48,750	2,173,938
Foreign exchange loss (gain)	(2,789)	(2,702)	(2,807)	(303)	251,995
General and administrative	1,878	2,345	10,712	15,325	1,124,716
Impairment of goodwill					3,274,109
Impairment of assets				885	2,220,609
Management fees (Note 4)	4,028	16,519	19,638	44,174	1,226,409
Payroll					29,516
Professional fees	10,687	10,058	52,514	57,556	799,477
Research and development					318,360
Total Operating Expenses	13,804	26,220	147,289	166,628	11,714,126
Operating Loss	(13,804)	(26,220)	(147,289)	(166,628)	(11,714,126)
Other Income (Expense)
Accretion of discounts on convertible notes payable	(62,958)	(17,629)	(215,995)	(17,629)	(454,110)
Amortization of deferred financing costs	(1,981)	(3,332)	(8,112)	(4,859)	(18,235)
Gain on settlement of debt					807,352
Interest and other income					181,682
Interest expense	(72,999)	(42,235)	(143,147)	(104,602)	(911,961)
Loss on change in fair value of derivative liabilities	(41,653)	(31,257)	(213,787)	(31,257)	(612,243)
Write-off of note receivable					(1,114,182)
Total Other Income (Expense)	(179,591)	(94,453)	(581,041)	(158,347)	(2,121,697)
Loss from Continuing Operations	(193,395)	(120,673)	(728,330)	(324,975)	(13,835,823)
Discontinued Operations
Loss from discontinued operations					(1,282,616)
Gain on disposal of discontinued operations					76,834
Loss from Discontinued Operations					(1,205,782)
Net Loss	$ (193,395)	$ (120,673)	$ (728,330)	$ (324,975)	$ (15,041,605)
Net Loss Per Share - Basic and Diluted
Continuing operations
Discontinued operations
Weighted Average Shares Outstanding	326,767,971	68,102,000	242,722,820	67,443,000

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Convertible Notes Payable

3 Months Ended

Jul. 31, 2013

Debt Disclosure [Abstract]

Convertible Notes Payable

6. Convertible Notes Payable

(a) On May 8, 2012, the Company entered into a convertible promissory note agreement for $32,500. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 8% per annum, and is due on February 11, 2013. Furthermore, the note is convertible 180 days after issuance into shares of common stock at a variable conversion price equal to 51% of the average of the lowest three closing bid prices for the common stock during the 10 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $32,500. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $32,500. During the nine months ended July 31, 2013, the Company issued 22,871,651 shares of common stock for the conversion of $32,500 plus accrued interest of $1,300. As at July 31, 2013, $32,500 of accretion expense had been recorded upon the conversion of the note.

The Company paid financing costs of $2,500 relating to the issuance of the note.

(b) On August 7, 2012, the Company entered into a convertible promissory note agreement for $32,500. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 8% per annum, and is due on May 9, 2013. Furthermore, the note is convertible 180 days after issuance into shares of common stock at a variable conversion price equal to 51% of the average of the lowest two closing bid prices for the common stock during the 60 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $32,500. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $32,500. During the nine months ended July 31, 2013, the Company issued 42,062,365 shares of common stock for the conversion of $32,500 plus accrued interest of $1,300. As at July 31, 2013, $32,500 of accretion expense had been recorded upon the conversion of the note.

The Company paid financing costs $2,500 relating to the issuance of the note.

(c) On September 10, 2012, the Company entered into a convertible promissory note agreement for $25,000. The proceeds were received on October 1, 2012. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 8% per annum, and is due on September 10, 2013. Furthermore, the note is convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 50% of the average of the lowest three closing bid prices for the common stock during the 10 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $25,000. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $25,000. During the nine months ended July 31, 2013, the Company issued 35,660,372 shares of common stock for the conversion of $25,000 plus accrued interest of $1,538. As at July 31, 2013, $25,000 of accretion expense had been recorded upon the conversion of the note.

The Company paid financing costs of $1,500 relating to the issuance of the note.

(d) On September 10, 2012, the Company entered into a convertible promissory note agreement for $60,000. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 8% per annum, and is due on September 10, 2013. Furthermore, the note is convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 55% of the average of the lowest closing bid prices for the common stock during the 5 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $60,000. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $60,000. During the year ended October 31, 2012, the Company issued 17,681,232 shares of common stock for the conversion of $40,000 of the note. During the nine months ended July 31, 2013, the Company issued 15,329,249 shares of common stock for the conversion of $20,000 of the note and $220 of interest. As at July 31, 2013, $60,000 of accretion expense had been recorded.

(e) On November 13, 2012, the Company entered into a convertible promissory note agreement for $20,000. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 5% per annum, and is due on November 5, 2013. Furthermore, the note is convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 50% of the average of the lowest three closing bid prices for the common stock during the 20 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $20,000. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $20,000. During the nine months ended July 31, 2013, the Company issued 50,974,141 shares of common stock for the conversion of $20,000 of the note and $580 of interest. As at July 31, 2013, $20,000 of accretion expense had been recorded.

(f) On November 13, 2012, the Company entered into a convertible promissory note agreement for $40,000. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 5% per annum, and is due on November 5, 2013. Furthermore, the note is convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 50% of the average of the lowest three closing bid prices for the common stock during the 20 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $40,000. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $40,000. During the nine months ended July 31, 2013, the Company issued 47,892,726 shares of common stock for the conversion of $40,000 of the note and $320 of interest. As at July 31, 2013, $40,000 of accretion expense had been recorded.

(g) On December 3, 2012, the Company entered into a Convertible Promissory Note agreement for $32,500. Pursuant to the agreement, the loan is convertible 180 days after issuance into shares of common stock at a variable conversion price equal to 51% of the average of the lowest two closing bid prices for the common stock during the 20 trading days prior to the date of the conversion notice. The loan bears interest at 8% per year and the principal amount and any interest thereon are due on September 5, 2013. On June 20, 2013, the Company defaulted on the loan. As a result, a penalty of 150% of the principal balance was applied, increasing the loan to $48,750. Pursuant to ASC 815, “Derivatives and Hedging,” the Company recognized the fair value of the embedded conversion feature as a derivative liability when the note became convertible on June 1, 2013. The fair value of the derivative liability resulted in a full discount to the note payable of $48,750. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $48,750. During the nine months ended July 31, 2013, the Company issued 118,769,285 shares of common stock for the conversion of $39,150 of the note. As at July 31, 2013, $43,158 of accretion expense had been recorded and the carrying value of the note is $4,008.

The Company paid financing costs $2,500 relating to the issuance of the note.

(h) On February 10, 2013, the Company entered into a Convertible Promissory Note agreement for $27,500. Pursuant to the terms of the agreement, the loan is unsecured, bears interest at 8% per annum, and is due on February 10, 2014. Furthermore, the note is convertible into shares of the Company’s common stock at any time at a variable conversion price equal to 50% of the average of the lowest three closing bid prices for the common stock during the 10 trading days prior to the date of the conversion notice. Due to this provision, the embedded conversion option qualifies for derivative accounting under ASC 815-15 “Derivatives and Hedging”. The fair value of the derivative liability resulted in a full discount to the note payable of $27,500. The carrying value of the convertible note will be accreted over the term of the convertible note up to the value of $27,500. As at July 31, 2013, $3,452 of accretion expense had been recorded and the carrying value of the note is $3,452.

The Company paid financing costs of $1,500 relating to the issuance of the note.

(i) On February 20, 2013, the Company entered into a Convertible Promissory Note agreement for $37,500. Pursuant to the agreement, the loan is convertible 180 days after issuance into shares of common stock at a variable conversion price equal to 51% of the average of the lowest two closing bid prices for the common stock during the 20 trading days prior to the date of the conversion notice. The loan bears interest at 8% per year and the principal amount and any interest thereon are due on November 22, 2013. Pursuant to ASC 815, “Derivatives and Hedging,” the Company will recognize the fair value of the embedded conversion feature as a derivative liability when the note becomes convertible on August 29, 2013. On June 20, 2013, the Company defaulted on the loan. As a result, a penalty of 150% of the principal balance was applied, increasing the loan to $56,250.

The Company paid financing costs $2,500 relating to the issuance of the note.

(j) On February 1, 2013, the Company entered into a Convertible Promissory Note agreement for $62,000 of advertising services. Pursuant to the agreement, the loan is convertible at any time after issuance into shares of common stock at a price of $1.0363 per share. The loan bears interest at 1% per year and the principal amount and any interest thereon are due on January 30, 2014.

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Notes Payable

3 Months Ended

Jul. 31, 2013

Debt Disclosure [Abstract]

Notes Payable

5. Notes Payable

	July 31, 2013 $		October 31, 2012 $
Kestrel Gold Inc., unsecured, due interest at prime plus 2% per annum, and due on demand.		24,303		25,025
Scottsdale Investment Corporation, unsecured, due interest at 12% per annum, and due on demand.		319,980		319,980
Gordon Jessop, unsecured, due interest at 5% per annum, and due on demand		46,365		86,365
		390,648		431,370

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Derivative Liabilities (Tables)

3 Months Ended

Jul. 31, 2013

Notes to Financial Statements

Fair values of the derivative liabilities

	July 31, 2013 $	October 31, 2012 $
$25,000 convertible debenture issued September 10, 2012	–	66,759
$60,000 convertible debenture issued September 10, 2012	–	36,988
$32,500 convertible debenture issued December 3, 2012 (convertible as of June 1, 2013)	9,074	–
$27,500 convertible debenture issued February 16, 2013	33,294	–
	42,368	103,747

Assumptions used in the calculation of the fair values of the derivative liabilities

	Expected Volatility	Risk-free Interest Rate	Expected Dividend Yield	Expected Life (in years)
February 16, 2013 convertible note
As at February 16, 2013 (date of vesting)	307%	0.17%	0%	1.00
As at July 31, 2013	259%	0.08%	0%	0.55
December 3, 2012 convertible note
As at June 1, 2013 (date of vesting)	239%	0.04%	0%	0.26
As at July 31, 2013	343%	0.03%	0%	0.10

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Restatement

3 Months Ended

Jul. 31, 2013

Equity [Abstract]

Restatement

13. Restatement

The financial statements have been restated to account for a convertible promissory note, signed on February 1, 2013, that was previously not recorded or disclosed by the Company. On February 1, 2013, the Company entered into a convertible promissory note in exchange for advertising services with a fair value of $62,000. Under the terms of the convertible note, the amount owing is unsecured, bears, interest at 1% per annum, and is due on January 30, 2014. The note is convertible into common shares of the Company at $1.03 per share.

The effect of the restatement increases liabilities by $62,306, and increases the net loss for the three and nine months ended July 31, 2013 by $62,306.

The following tables reflect the effects of the restatements on the Company’s unaudited financial statements:

Condensed Balance Sheets

	July 31, 2013
	As Reported			Adjustment			As Restated
Current Liabilities
Accrued interest payable	$	393,640		$	306		$	393,946
Convertible notes payable		63,710			62,000			125,710
Total Liabilities		1,842,830			62,306			1,905,136
Stockholders’ Deficit
Deficit accumulated during the development stage		(15,062,771	)		(62,306	)		(15,125,077	)
Total Stockholders’ Deficit	$	(1,709,993	)	$	(62,306	)	$	(1,772,299	)

Condensed Statements of Operations

	For the Three Months Ended July 31, 2013
	As Reported			Adjustment			As Restated
Interest expense	$	(72,848	)	$	(157	)	$	(72,999	)
Total Other Income (Expenses)		(179,434	)		(157	)		(179,591	)
Loss from Continuing Operations		(193,238	)		(157	)		(193,395	)
Net Loss	$	(193,238	)	$	(157	)	$	(193,395	)

	For the Nine Months Ended July 31, 2013
	As Reported			Adjustment			As Restated
Advertising and marketing	$	—		$	62,000		$	62,000
Total Operating Expense		85,289			62,000			147,289
Operating Loss		(85,289	)		(62,000	)		(147,289	)
Interest expense		(142,841	)		(306	)		(143,147	)
Total Other Income (Expenses)		(580,735	)		(306	)		(581,041	)
Loss from Continuing Operations		(666,024	)		(62,306	)		(728,330	)
Net Loss	$	(666,024	)	$	(62,306	)	$	(728,330	)

	Period from June 5, 2006 (Inception) to July 31, 2013
	As Reported			Adjustment			As Restated
Advertising and marketing	$	182,182		$	62,000		$	244,182
Total Operating Expense		11,652,126			62,000			11,714,126
Operating Loss		(11,652,126	)		(62,000	)		(11,714,126	)
Interest expense		(911,655	)		(306	)		(911,961	)
Total Other Income (Expenses)		(2,121,391	)		(306	)		(2,121,697	)
Loss from Continuing Operations		(13,773,517	)		(62,306	)		(13,835,823	)
Net Loss	$	(14,979,299	)	$	(62,306	)	$	(15,041,605	)

Condensed Statements of Cash Flows

	For the Nine Months Ended July 31, 2013
Statement of Cash Flows	As Reported			Adjustment			As Restated
Net loss from continuing operations	$	(666,024	)	$	(62,306	)	$	(728,330	)
Issuance of notes payable for services and penalties		35,000			62,000			97,000
Accrued interest payable	$	69,206		$	306		$	69,512

	Period from June 5, 2006 (Inception) to July 31, 2013
Statement of Cash Flows	As Reported			Adjustment			As Restated
Net loss from continuing operations	$	(13,773,517	)	$	(62,306	)	$	(13,835,822	)
Issuance of notes payable for services and penalties		125,402			62,000			187,402
Accrued interest payable	$	623,069		$	306		$	623,375

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Share Purchase Warrants

3 Months Ended

Jul. 31, 2013

Equity [Abstract]

Share Purchase Warrants

9. Share Purchase Warrants

The following table summarizes the continuity of share purchase warrants:

	Number of Warrants	Weighted Average Exercise Price $
Balance, October 31, 2012	156,000	0.50
Expired	(156,000)	0.50
Balance, July 31, 2013	–	–

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Derivative Liabilities

3 Months Ended

Jul. 31, 2013

Notes to Financial Statements

Derivative Liabilities

7. Derivative Liabilities

The conversion options of the convertible notes payable, as disclosed in Note 6, are required to be recorded as derivatives at their estimated fair values on each balance sheet date with changes in fair value reflected in the statements of operations.

The fair value of the derivative liabilities for the May 8, 2012, September 10, 2012, November 13, 2012, December 3, 2012, February 10, 2013, convertible notes were $36,123, $37,357, $36,987, $47,880, $139,369, $69,684 and $57,147 on vesting, respectively. The fair values as at July 31, 2013 and October 31, 2012 are as follows:

	July 31, 2013 $	October 31, 2012 $
$25,000 convertible debenture issued September 10, 2012	–	66,759
$60,000 convertible debenture issued September 10, 2012	–	36,988
$32,500 convertible debenture issued December 3, 2012 (convertible as of June 1, 2013)	9,074	–
$27,500 convertible debenture issued February 16, 2013	33,294	–
	42,368	103,747

During the nine months ended July 31, 2013, the Company recorded a loss on the change in fair value of the derivative liabilities of $213,787 (2012 – $31,257).

The Company uses the Black-Scholes option pricing model to calculate the fair values of the derivative liabilities. The following table shows the assumptions used in the calculations:

	Expected Volatility	Risk-free Interest Rate	Expected Dividend Yield	Expected Life (in years)
February 16, 2013 convertible note
As at February 16, 2013 (date of vesting)	307%	0.17%	0%	1.00
As at July 31, 2013	259%	0.08%	0%	0.55
December 3, 2012 convertible note
As at June 1, 2013 (date of vesting)	239%	0.04%	0%	0.26
As at July 31, 2013	343%	0.03%	0%	0.10

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Common Stock

3 Months Ended

Jul. 31, 2013

Equity [Abstract]

Common Stock

8. Common Stock

(a) Effective April 20, 2012, the Company amended its Articles of Incorporation to increase the authorized number of shares of common stock from 100,000,000 to 200,000,000 shares with a par value of $0.0001 per share. Effective November 30, 2012, the Company amended its Articles of Incorporation to increase the authorized number of shares of common stock from 200,000,000 to 600,000,000 shares with a par value of $0.0001 per share, and the authorized number of preferred stock from 10,000,000 to 30,000,000 shares with no par value.

(b) During the nine months ended July 31, 2013, the Company issued an aggregate of 333,559,789 common shares upon the conversion of $209,150 of convertible notes payable and accrued interest of $5,258 as described in Note 6.

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Stock Options

3 Months Ended

Jul. 31, 2013

Other Liabilities Disclosure [Abstract]

Stock Options

10. Stock Options

The following table summarizes stock option plan activities:

	Number of Options	Weighted Average Exercise Price $	Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value $
Outstanding and exercisable, October 31, 2012 and July 31, 2013	2,625,000	0.30	2.21	–

The Company’s had no unvested stock options at July 31, 2013 or October 31, 2012.

Additional information regarding stock options as of July 31, 2013 is as follows:

Number of Options	Exercise Price $	Expiry Date
2,000,000	0.15	March 3, 2015
275,000	0.50	July 23, 2017
350,000	1.00	December 18, 2017
2,625,000

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Convertible Notes Payable (b) (Details Narrative) (Convertible Notes Payable (b), USD $)	9 Months Ended	12 Months Ended
	Jul. 31, 2013	Jul. 31, 2013	Aug. 07, 2012
Convertible Notes Payable (b)
Convertible promissory note agreement			$ 32,500
Convertible loan, interest rate			8.00%
Debt discount resulting from the fair value of the derivative liability			32,500
Issuance of common stock for conversion	42,062,365
Conversion amount	32,500
Accrued interest	1,300
Accretion expense recorded upon conversion of note		32,500
Financing costs relating to the issuance of note		$ 2,500

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Supplemental Disclosures - Supplemental Disclosures (Details) (USD $)	9 Months Ended		86 Months Ended
	Jul. 31, 2013	Jul. 31, 2012	Jul. 31, 2013
Non-cash investing and financing activities:
Fair value of beneficial conversion options upon conversion of debt recorded as additional paid-in capital	$ 476,417		$ 476,417
Shares issued for conversion of debt and accrued interest payable	209,150		376,550
Supplemental Disclosures:
Interest paid
Income taxes paid

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Summary of Significant Accounting Principles (Policies)

3 Months Ended

Jul. 31, 2013

Accounting Policies [Abstract]

Comprehensive Loss

Comprehensive Loss

ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at July 31, 2013 and October 31, 2012, the Company had no items that represent comprehensive income or loss.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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Supplemental Disclosures (Tables)

3 Months Ended

Jul. 31, 2013

Supplemental Cash Flow Elements [Abstract]

Supplemental Disclosures

	Nine Months Ended July 31, 2013 $	Nine Months Ended July 31, 2012 $	Accumulated From June 5, 2006 (Date of Inception) to July 31, 2013 $
Non-cash investing and financing activities:
Fair value of beneficial conversion options upon conversion of debt recorded as additional paid-in capital	476,417	–	476,417
Shares issued for conversion of debt and accrued interest payable	209,150	–	376,550
Supplemental Disclosures:
Interest paid	–	–	–
Income taxes paid	–	–	–

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Stock Options - Additional information regarding stock options (Details) (USD $)	Jul. 31, 2013
Number of Options
Stock options - Expiry Date March 3, 2015	2,000,000
Stock options - Expiry Date July 23, 2017	275,000
Stock options - Expiry Date December 18, 2017	350,000
Stock options	2,625,000
Exercise Price ($)
Stock options - Expiry Date March 3, 2015, per share	$ 0.15
Stock options - Expiry Date July 23, 2017, per share	$ 0.50
Stock options - Expiry Date December 18, 2017, per share	$ 1.00

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Convertible Notes Payable (i) (Details Narrative) (Convertible Notes Payable (i), USD $)	6 Months Ended
	Jul. 31, 2013	Jun. 20, 2013	Feb. 20, 2013
Convertible Notes Payable (i)
Convertible promissory note agreement			$ 37,500
Convertible loan, interest rate			8.00%
Loan default penalty percentage applied to principal balance		150.00%
Loan adjusted value after application of default penalty		56,250
Financing costs relating to the issuance of note	$ 2,500

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Condensed Statements of Cash Flows (unaudited) (Restated - Note 13) (USD $)	9 Months Ended		86 Months Ended
	Jul. 31, 2013	Jul. 31, 2012	Jul. 31, 2013
Operating Activities
Net loss from continuing operations	$ (728,330)	$ (324,975)	$ (13,835,823)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on convertible notes payable	215,995	17,629	454,110
Amortization of property and equipment		241	32,677
Amortization of intangible assets			18,138
Amortization of deferred financing costs	8,112	4,859	18,235
Foreign exchange translation	(722)		(722)
Gain on settlement of debt			(807,352)
Impairment of goodwill			3,274,109
Impairment of assets		885	2,220,609
Issuance of notes payable for services and penalties	97,000		187,402
Issuance of shares for services			576,750
Loss on change in fair value of derivative liabilities	213,787	31,257	612,243
Stock-based compensation		48,750	1,136,981
Write-off of notes receivable			1,114,182
Changes in operating assets and liabilities:
Accounts receivable			(5,431)
Prepaid expenses and deposits		(415)	(10,678)
Accounts payable and accrued liabilities	287,417	767	1,122,973
Accrued interest payable	69,512	72,907	623,375
Due to related parties	(203,646)	40,957	431,223
Net Cash Used In Operating Activities	(40,875)	(107,138)	(2,836,999)
Investing Activities
Acquisition of intangible assets			(182,687)
Cash acquired in reverse merger			1,523
Cash from disposition of subsidiary			15,709
Loan receivable	(52,370)	(37,563)	(130,572)
Acquisition of property and equipment			(33,562)
Advances for note receivable			(1,114,182)
Net Cash Provided By (Used In) Investing Activities	(52,370)	(37,563)	(1,443,771)
Financing Activities
Bank indebtedness	440		440
Proceeds from issuance of common stock			1,821,267
Proceeds from issuance of preferred stock			1,000,000
Proceeds from notes payable and convertible notes payable	98,935	155,000	1,038,457
Repayment of notes payable			(81,250)
Payment of deferred financing costs	(6,500)	(10,000)	(20,500)
Proceeds from related parties			561,935
Repayments to related parties			(84,780)
Share issuance costs			(8,000)
Net Cash Provided By Financing Activities	92,875	145,000	4,227,569
Effect of Exchange Rate Changes on Cash			54,724
Discontinued Operations:
Operating activities			(119,701)
Investing activities			(661,509)
Financing activities			779,687
Net Cash Used in Discontinued Operations			(1,523)
Increase (Decrease) in Cash	(370)	299
Cash, Beginning of Period	370
Cash, End of Period		$ 299

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Related Party Transactions

3 Months Ended

Jul. 31, 2013

Related Party Transactions [Abstract]

Related Party Transactions

4. Related Party Transactions

(a) As at July 31, 2013, the Company owed $30,297 (October 31, 2012 - $31,200) to the former Chief Financial Officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.

(b) As at July 31, 2013, the Company owed $2,114 (October 31, 2012 - $2,329) to the Chief Executive Officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.

(c) As at July 31, 2013, the Company owed $2,810 (October 31, 2012 - $nil) to the Chief Operating Officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.

(d) As at July 31, 2013, the Company owed $205,338 (October 31, 2012 - $205,338) to the former Chief Executive Officer of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand and has been included in accounts payable and accrued liabilities as at July 31, 2013.

(e) During the nine months ended July 31, 2013, the Company incurred $4,028 (2012 - $44,174) of management fees to the former Chief Financial Officer of the Company.

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Restatement (Tables)

3 Months Ended

Jul. 31, 2013

Equity [Abstract]

Restatements on Condensed Balance Sheets (unaudited)

	July 31, 2013
	As Reported			Adjustment			As Restated
Current Liabilities
Accrued interest payable	$	393,640		$	306		$	393,946
Convertible notes payable		63,710			62,000			125,710
Total Liabilities		1,842,830			62,306			1,905,136
Stockholders’ Deficit
Deficit accumulated during the development stage		(15,062,771	)		(62,306	)		(15,125,077	)
Total Stockholders’ Deficit	$	(1,709,993	)	$	(62,306	)	$	(1,772,299	)

Restatements of Condensed Statements of Operations

	For the Three Months Ended July 31, 2013
	As Reported			Adjustment			As Restated
Interest expense	$	(72,848	)	$	(157	)	$	(72,999	)
Total Other Income (Expenses)		(179,434	)		(157	)		(179,591	)
Loss from Continuing Operations		(193,238	)		(157	)		(193,395	)
Net Loss	$	(193,238	)	$	(157	)	$	(193,395	)

	For the Nine Months Ended July 31, 2013
	As Reported			Adjustment			As Restated
Advertising and marketing	$	—		$	62,000		$	62,000
Total Operating Expense		85,289			62,000			147,289
Operating Loss		(85,289	)		(62,000	)		(147,289	)
Interest expense		(142,841	)		(306	)		(143,147	)
Total Other Income (Expenses)		(580,735	)		(306	)		(581,041	)
Loss from Continuing Operations		(666,024	)		(62,306	)		(728,330	)
Net Loss	$	(666,024	)	$	(62,306	)	$	(728,330	)

	Period from June 5, 2006 (Inception) to July 31, 2013
	As Reported			Adjustment			As Restated
Advertising and marketing	$	182,182		$	62,000		$	244,182
Total Operating Expense		11,652,126			62,000			11,714,126
Operating Loss		(11,652,126	)		(62,000	)		(11,714,126	)
Interest expense		(911,655	)		(306	)		(911,961	)
Total Other Income (Expenses)		(2,121,391	)		(306	)		(2,121,697	)
Loss from Continuing Operations		(13,773,517	)		(62,306	)		(13,835,823	)
Net Loss	$	(14,979,299	)	$	(62,306	)	$	(15,041,605	)

Restatements of Condensed Statements of Cash Flows

	For the Nine Months Ended July 31, 2013
Statement of Cash Flows	As Reported			Adjustment			As Restated
Net loss from continuing operations	$	(666,024	)	$	(62,306	)	$	(728,330	)
Issuance of notes payable for services and penalties		35,000			62,000			97,000
Accrued interest payable	$	69,206		$	306		$	69,512

	Period from June 5, 2006 (Inception) to July 31, 2013
Statement of Cash Flows	As Reported			Adjustment			As Restated
Net loss from continuing operations	$	(13,773,517	)	$	(62,306	)	$	(13,835,822	)
Issuance of notes payable for services and penalties		125,402			62,000			187,402
Accrued interest payable	$	623,069		$	306		$	623,375

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Convertible Notes Payable (f) (Details Narrative) (Convertible Notes Payable (f), USD $)	9 Months Ended
	Jul. 31, 2013	Jul. 31, 2013	Nov. 13, 2012
Convertible Notes Payable (f)
Convertible promissory note agreement			$ 40,000
Convertible loan, interest rate			5.00%
Debt discount resulting from the fair value of the derivative liability			40,000
Issuance of common stock for conversion		47,892,726
Conversion amount		40,000
Accrued interest		320
Accretion expense recorded upon conversion of note	$ 40,000

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Subsequent Events

3 Months Ended

Jul. 31, 2013

Subsequent Events [Abstract]

Subsequent Events

14. Subsequent Events

(a) Subsequent to July 31, 2013, the Company issued 35,161,291 shares of common stock upon the conversion of $9,600 of principal and $1,300 of accrued interest relating to the convertible note described in Note 6(g).

(b) Subsequent to July 31, 2013, the Company issued 92,039,216 shares of common stock upon the conversion of $22,500 of principal and $970 of accrued interest relating to the convertible note described in Note 6(h).