10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

October 31, 2013                           or

[  ]

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

For the transition period from

________________________

to

________________________

Commission File Number

333-161157

NEUROKINE PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter)

British Columbia (State or other jurisdiction of incorporation or organization)

N/A (IRS Employer Identification No.)

1275 West 6th Avenue, Vancouver, British Columbia, Canada (Address of principal executive offices)

V6H 1A6 (Zip Code)

(604) 805-7783 (Registrant’s telephone number, including area code)

N/A (Former name, former address and former fiscal year, if changed since last report)

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.

[X]

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).

[X]

YES

[  ]

NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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

[  ]

(Do not check if a smaller reporting company)

Smaller reporting company   [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) [  ] YES  [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

[  ]

YES

[  ]

NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

70,767,073 common shares issued and outstanding as of December 16, 2013.

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Table of Contents

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PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

Our unaudited interim financial statements for the three and nine months ended October 31, 2013 form part of this quarterly report. All currency references in this report are to Canadian dollars unless otherwise noted.

3

NEUROKINE PHARMACEUTICALS INC.

(A Development Stage Company)

Financial Statements

(Expressed in Canadian dollars)

Period ended October 31, 2013 (unaudited) and January 31, 2013

4

NEUROKINE PHARMACEUTICALS INC.

(A Development Stage Company)

Balance Sheets

(Expressed in Canadian dollars)

	October 31, 2013 $ (unaudited)	January 31, 2013 $
Assets
Current assets
Cash	8,322	475
Amounts receivable	5,010	4,254
Total current assets	13,332	4,729
Property and equipment (Note 3)	986	1,328
Total assets	14,318	6,057
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued liabilities	104,841	84,585
Loans payable (Note 4)	40,427	30,000
Due to related parties (Note 10)	218,220	206,532
Convertible debentures, net of unamortized discount of $11,549 and $nil, respectively (Note 5)	201,711	189,473
Derivative liabilities – current portion (Note 6)	152,190	151,717
Total current liabilities	717,389	662,307
Derivative liabilities (Note 6)	67,318	18,388
Total liabilities	784,707	680,695
Nature of operations and continuance of business (Note 1) Subsequent events (Note 11)
Stockholders’ Deficit
Common stock: 500,000,000 shares authorized, without par value 70,767,073 and 35,767,073 shares issued and outstanding, respectively	1,611,148	1,086,148
Common stock issuable (Note 7)	288,000	225,000
Additional paid-in capital	189,586	174,586
Deficit accumulated during the development stage	(2,859,123)	(2,160,372)
Total stockholders’ deficit	(770,389)	(674,638)
Total liabilities and stockholders’ deficit	14,318	6,057

(The accompanying notes are an integral part of these financial statements)

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NEUROKINE PHARMACEUTICALS INC.

(A Development Stage Company)

Statements of Operations

(Expressed in Canadian dollars)

	Three Months Ended October 31, 2013 $	Three Months Ended October 31, 2012 $	Nine Months Ended October 31, 2013 $	Nine Months Ended October 31, 2012 $	Accumulated from June 10, 2002 (Date of Inception) to October 31, 2013 $
Revenue	-	-	-	-	-
Expenses
Amortization	113	113	342	342	1,290
Consulting	-	-	-	-	126,519
Foreign exchange loss (gain)	4,014	(393)	11,399	(357)	20,388
General and administrative	5,017	5,051	19,967	14,123	241,469
Management fees (Note 10)	7,500	15,000	22,500	45,000	191,661
Professional fees	4,437	4,811	12,934	34,115	195,313
Research and development	-	-	-	-	282,715
Royalties	-	-	-	-	500,000
Total expenses	21,081	24,582	67,142	93,223	1,559,355
Loss from operations	(21,081)	(24,582)	(67,142)	(93,223)	(1,559,355)
Other income (expense)
Accretion of discount on convertible debentures	(2,235)	(40,697)	(3,451)	(73,238)	(206,439)
Financing costs	-	-	(63,000)	-	(369,449)
Gain (loss) on change in fair value of derivative liabilities	(79,170)	12,493	(49,403)	599,058	(122,098)
Loss on settlement of debt (Note 7)	(490,000)	-	(490,000)	-	(490,000)
Interest expense	(9,047)	(7,865)	(25,755)	(22,258)	(111,782)
Total other income (expense)	(580,452)	(36,069)	(631,609)	503,562	(1,299,768)
Net income (loss)	(601,533)	(60,651)	(698,751)	410,339	(2,859,123)
Net income (loss) per share, basic	-	-	(0.01)	0.01
Net income (loss) per share, diluted	-	-	-	-
Weighted average shares outstanding - basic	49,843,160	35,767,073	40,510,663	35,767,073
Weighted average shares outstanding - diluted	234,411,084	167,694,183	225,078,587	167,694,183

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NEUROKINE PHARMACEUTICALS INC.

(A Development Stage Company)

Statements of Cash Flows

(Expressed in Canadian dollars)

	Nine Months Ended October 31, 2013 $	Nine Months Ended October 31, 2012 $	Accumulated from June 10, 2002 (Date of Inception) to October 31, 2013 $
Operating activities
Net income (loss)	(698,751)	410,339	(2,859,123)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discount on convertible debentures	3,451	73,238	206,439
Amortization	342	342	1,290
Loss (gain) on change in fair value of derivative liabilities	49,403	(599,058)	122,098
Loss on settlement of debt	490,000	-	490,000
Shares issued for royalties	-	-	500,000
Shares issued for services	63,000	-	512,919
Stock-based compensation	-	-	61,911
Changes in operating assets and liabilities:
Amounts receivable	(756)	(3,887)	(5,010)
Accounts payable and accrued liabilities	20,256	31,309	154,698
Due to related parties	46,688	56,950	260,720
Net cash used in operating activities	(26,367)	(30,767)	(554,058)
Investing activities
Purchase of property and equipment	-	-	(2,276)
Net cash used in investing activities	-	-	(2,276)
Financing activities
Proceeds from loan payable	10,000	30,000	280,000
Repayment of loan payable	-	-	(150,000)
Proceeds from issuance of convertible debentures	15,000	-	117,949
Proceeds from issuance of shares	-	-	307,493
Net cash provided by financing activities	25,000	30,000	555,442
Effect of foreign exchange	(9,214)	-	(9,214)
Increase (decrease) in cash	7,847	(767)	8,322
Cash – beginning of period	475	2,061	-
Cash – end of period	8,322	1,294	8,322

Supplemental disclosures:
Interest paid	-	14,393	76,078
Income tax paid	-	-	-

Non-cash investing and financing activities:
Forgiveness of related party debt	-	-	7,500
Shares issued for conversion of debentures	-	-	43,736
Shares issued for settlement of debt	525,000	-	535,000
Fair value of options and warrants exercised	-	-	5,175

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Table of contents

NEUROKINE PHARMACEUTICALS INC.

(A Development Stage Company)

Notes to the Financial Statements

Period ended October 31, 2013

(Expressed in Canadian dollars)

1.

Nature of Operations and Continuance of Business

Neurokine Pharmaceuticals Inc. (the “Company”) was incorporated in British Columbia under the Business Corporations Act on June 10, 2002.  The Company is a development stage company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities, and is in the business of developing and commercializing new uses for existing prescription drugs for diseases mediated by acute and chronic inflammatory reactions as well as developing proprietary encapsulation technology in the treatment of neurodegenerative diseases.  

These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at October 31, 2013, the Company has not earned any revenue, has a working capital deficit of $704,057 and an accumulated deficit of $2,859,123. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company be unable to continue as a going concern.  

2.

Significant Accounting Policies

(a)

Basis of Presentation

The financial statements and the related notes of the Company are prepared in accordance with generally accepted accounting principles in the United States and are expressed in Canadian dollars.  The Company’s fiscal year-end is January 31.   

(b)

Use of Estimates

The preparation of these financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, valuation of convertible debentures, assumptions used to determine the fair values of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

(c)

Interim Financial Statements

These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

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(d)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at October 31 and January 31, 2013, the Company had no cash equivalents.

(e)

Property and Equipment

Property and equipment is comprised of office equipment and is recorded at cost.  The Company amortizes the cost of equipment on a straight-line basis over their estimated useful life of five years.  

(f)

Long-lived Assets

In accordance with ASC 360, “Property, Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value, which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

(g)

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock-Based Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

(h)

Derivative Financial Instruments

Derivative financial instruments that are not classified as equity and are not used in hedging relationships are measured at fair value.  Subsequent changes to fair value are recorded in the statement of operations.  

(i)

Loss Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At October 31, 2013, the Company has 184,567,924 (January 31, 2013 – 148,529,182) potentially dilutive shares.

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(j)

Comprehensive Loss

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

(k)

Research and Development Costs

Research costs are expensed in the period that they are incurred.  

(l)

Financial Instruments and Fair Value Measures

ASC 820, Fair Value Measurements, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, amounts receivable, accounts payable and accrued liabilities, amounts due to related parties, loans payable, and convertible debentures. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets and derivative liabilities is determined based on “Level 2” inputs, as determined by observable market data. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

(m)

Foreign Currency Translation

The Company’s functional currency and its reporting currency is the Canadian dollar and foreign currency transactions are primarily undertaken in United States dollars. Monetary assets and liabilities are translated using the exchange rate prevailing at the balance sheet date.  Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction.  Expenses are translated at average rates for the period.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

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(n)

Recent Accounting Pronouncements

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

3.

Property and Equipment

	Cost $	Accumulated amortization $	October 31, 2013 Net carrying value $	January 31, 2013 Net carrying value $
Office furniture and equipment	2,276	1,290	986	1,328

4.

Loans Payable

(a)

On March 30, 2012, the Company issued a promissory note to a non-related party for $30,000.  The loan is unsecured, bears interest at 24% per annum, and was due on March 30, 2013.  Upon default of the loan, the Company was required to issue 30,000,000 common shares with a fair value of $63,000, as a penalty for non-payment. The penalty shares have not been issued, and are recorded as common stock issuable.

(b)

On September 19, 2013, the Company issued a promissory note to a non-related party for $10,427 (US$10,000). The loan is unsecured, bears interest at 24% per annum, and is due on September 18, 2014. In the event of default of the loan, the Company will be required to issue 10,000,000 common shares, as a penalty for non-payment.

5.    Convertible Debentures

(a)

On December 17, 2010, the Company issued a convertible debenture with a non-related party for $65,079 (US$65,000).  The debenture is unsecured, bears interest at 8% per annum, and matured on September 17, 2011.  The note is convertible into common shares at a conversion price equal to 55% of the average closing market price of the lowest three trading prices of the Company’s common stock during the preceding ten days prior to conversion.  The Company recorded the conversion feature of the convertible debenture as a derivative liability at an estimated fair value of $65,079 with a corresponding discount to the convertible debenture.  On June 23, 2011, the Company issued 145,455 common shares to convert $11,674 (US$12,000).  On June 29, 2011, the Company issued 169,697 common shares to convert $13,792 (US$14,000).  As of October 31, 2013, the carrying value of the convertible debenture is $40,665 (US$39,000) (January 31, 2013 - $38,887 (US$39,000)), plus the accrued default penalty of $20,854 (US$20,000) (January 31, 2013 – $19,942 (US$20,000)). As of October 31, 2013, the fair value of the conversion option derivative liability was $96,540 (January 31, 2013 - $84,220).   

(b)

On February 23, 2011, the Company issued a convertible debenture with a non-related party for $37,944 (US$40,000).  The debenture is unsecured, bears interest at 8% per annum, and matured on December 23, 2011.  The note is convertible into common shares at a conversion price equal to 55% of the average closing market price of the lowest three trading prices of the Company’s common stock during the preceding ten days prior to conversion.  The Company recorded the conversion feature of the convertible debenture as a derivative liability at an estimated fair value of $37,944 with a corresponding discount to the convertible debenture.  On July 11, 2011, the Company issued 230,303 common shares to convert $18,270 (US$19,000).  As of October 31, 2013, the carrying value of the convertible debenture is $21,897 (US$21,000) (January 31, 2013 - $20,943 (US$21,000)), plus the accrued default penalty of $10,427 (US$10,000) (January 31, 2013 - $9,971 (US$10,000)). As of October 31, 2013, the fair value of the conversion option derivative liability was $55,650 (January 31, 2013 - $67,491).

11

(c)

On July 4, 2011, the Company issued a note payable with a non-related party for $85,000.  The note was unsecured, due interest at 24% per annum, and due on October 4, 2011.  On October 4, 2011, the note was extended to January 4, 2012 under the same terms of the original agreement.

On December 4, 2011, the Company agreed to modify the principal balance owing of $85,000 and accrued interest of $8,551 into a new $100,000 note payable, which is unsecured, due interest at 24% per annum, and due on December 3, 2012.  In addition, the note became convertible into common shares of the Company at a conversion rate of $0.001 per share.  As part of the conversion to extend the note, the Company issued 10,000,000 common shares with a fair value of $225,000 as a termination fee of the original note agreement.    

As the modified debt terms include a beneficial conversion feature, the Company accounted for the modified debt terms in accordance with ASC 470, Debt – Debt with Conversions and Other Options.  The conversion feature resulted in a discount on the convertible note of $100,000.  During the nine months ended October 31, 2013, the Company recorded accretion expense of $nil (2012 - $32,541).  As of October 31, 2013, the carrying value of the convertible debenture is $104,270 (US$100,000) (January 31, 2013 - $99,730 (US$100,000)).

(d)

On April 26, 2013, the Company issued a convertible debenture with a non-related party for $15,254 (US$15,000).  The debenture is secured by 15,000,000 shares of common stock of the Company, to be delivered to the lender if principal and interest are not repaid on maturity, bears interest at 24% per annum, and matures on April 27, 2014.  The note, plus accrued interest, is convertible into common shares at a conversion price of US$0.001 per share at the discretion of the lender and at any time during the term of this debenture.

As the convertible debt terms include a beneficial conversion feature, the Company accounted for the debt terms in accordance with ASC 470, Debt – Debt with Conversions and Other Options.  The conversion feature resulted in a discount on the convertible note of $15,000.  During the nine months ended October 31, 2013, the Company recorded accretion expense of $3,451 (2012 - $nil).  As of October 31, 2013, the carrying value of the convertible debenture is $3,598 (US$3,451) (January 31, 2013 - $nil).

6.

Derivative Liabilities

Derivative liabilities consist of convertible debentures with variable conversion prices and share purchase warrants originally issued in private placements with conversion/exercise prices denominated in United States dollars, which differs from the Company’s functional currency.  The fair values of these derivative liabilities are as follows:

	October 31, 2013 $ (unaudited)	January 31, 2013 $
December 2010 convertible debenture	62,282	62,086
February 2011 convertible debenture	33,536	33,431
Default penalty on convertible debentures	56,372	56,194
75,000 warrants expiring on July 4, 2013	-	6
3,800,000 warrants expiring on July 30, 2015	67,318	18,388
	219,508	170,105

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The fair values of derivative financial liabilities were determined using the Black-Scholes option pricing model, using the following assumptions:

	Expected Volatility	Risk-free Interest Rate	Expected Dividend Yield	Expected Life (in years)
As at issuance date:
December 2010 convertible debenture	125%	1.19%	0%	0.75
February 2011 convertible debenture	125%	1.27%	0%	0.75
Default penalty on convertible debenture	125%	0.08%	0%	0.50
75,000 warrants expiring on July 4, 2013	125%	0.30%	0%	2.00
3,800,000 warrants expiring on July 30, 2015	125%	1.26%	0%	4.50
As at October 31, 2013:
December 2010 convertible debenture	348%	0.04%	0%	0.25
February 2011 convertible debenture	348%	0.04%	0%	0.25
Default penalty on convertible debenture	348%	0.04%	0%	0.25
3,800,000 warrants expiring on July 30, 2015	492%	0.25%	0%	1.75

7.

Common Shares

(a)

During the period ended October 31, 2013, the Company authorized the issuance of 30,000,000 common shares with a fair value of $63,000 for finance costs, which has been recorded in common stock issuable. Refer to Note 4(a).

(b)

On September 26, 2013, the Company issued 35,000,000 common shares with a fair value of $525,000 to settle an amount due to the President and CEO of the Company with a book value of $35,000, resulting in a loss on settlement of debt of $490,000.

8.

Share Purchase Warrants

The following table summarizes the continuity of share purchase warrants:

	Number of Warrants	Weighted Average Exercise Price (US$)
Balance, January 31, 2012	3,975,000	0.01
Expired	(100,000)	0.15
Balance, January 31, 2013	3,875,000	0.01
Expired	(75,000)	0.15
Balance, October, 31, 2013	3,800,000	0.01

As at October 31, 2013, the following share purchase warrants were outstanding:

Number of Warrants	Exercise Price $	Expiry Date
3,800,000	0.005	July 30, 2015

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Table of contents

9.

Stock Options

The following table summarizes the continuity of the Company’s stock options:

	Number of Options	Weighted Average Exercise Price (US$)	Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (US$)
Outstanding and exercisable, October 31 and January 31, 2013	800,000	0.005	1.56	-

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

Number of Options	Exercise Price $	Expiry Date
800,000	0.005	May 25, 2015

10.

Related Party Transactions

(a)

On September 24, 2013, the Company issued 35,000,000 common shares with a fair value of $525,000 to settle an amount due to the President and CEO of the Company with a book value of $35,000, resulting in a loss on settlement of debt of $490,000.

(b)

During the nine months ended October 31, 2013, the Company incurred $22,500 (2012 - $30,000) of management fees to directors and officers of the Company.

(c)

As at October 31, 2013, the Company owed $218,221 (January 31, 2013 - $206,532) to a director of the Company, which is unsecured, non-interest bearing, and due on demand.  

11.

Subsequent Events

The Company has evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events.

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Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs and the risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our unaudited financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$) and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Neurokine Pharmaceuticals Inc., unless otherwise indicated.

General Overview

We are a development stage biopharmaceutical company. We were incorporated in the Province of British Columbia, Canada under the name “649186 B.C. Ltd.” on June 10, 2002. On September 9, 2003, we changed our name to “Xerxes Health Corp.” and on June 26, 2007, we adopted our current name, “Neurokine Pharmaceuticals Inc.”. We have no subsidiaries.

Our principal executive office is located at 1275 West 6th Avenue, Vancouver, British Columbia, Canada, V6H 1A6. Our telephone number is (604) 805-7783.

We are engaged in the development and commercialization of therapeutic pharmaceutical products with a strategic emphasis on research and development to innovate applications for existing drugs. This is commonly known as drug re-profiling. Our research and development activities are focused on assessing known drugs and compounds, developing hypotheses concerning their usage for new indications (diseases), and conducting experimentation and clinical research to test those hypotheses. Where appropriate based on our research, we intend to depart from a strict re-profiling strategy to develop new variants of, or delivery methods for, existing drugs or compounds.

15

Our Current Business

We are a development stage biopharmaceutical company engaged in the development and commercialization of therapeutic pharmaceutical products, with a strategic emphasis on the innovation of new therapeutic uses for existing drugs. This is commonly known as drug re-profiling. Our research and development activities are focused on assessing known drugs and compounds, developing hypotheses concerning their usage for new indications (diseases), and conducting experimentation and clinical research to test those hypotheses. Where appropriate based on our research, we intend to depart from a strict re-profiling strategy to develop new variants of, or delivery methods for, existing drugs or compounds.

Our focus on drug re-profiling, although not uncommon amongst pharmaceutical companies, differs from traditional drug development practices which focus largely on the development of new drugs.

To date, we have concentrated our research on innovating applications for existing drugs for the treatment of diseases and conditions mediated by acute and chronic inflammatory reactions. The diseases and conditions that have been the subject of our research include:

·

neurocognitive impairment, and specifically, neurocognitive impairment in post-coronary artery bypass graft (also known as “CABG” or ”heart bypass”) surgery patients;

·

degenerative central nervous system diseases, and specifically, Alzheimer’s disease; and

·

degenerative disk disease, and specifically, discogenic neck and back pain conditions.

Through our research we have identified and, where required, secured the rights necessary to develop two anti-inflammatory products, NK-001 and NK-002, that we believe hold promising prospects for the treatment of neurocognitive impairment and Alzheimer’s disease, respectively. Of these, NK-001 falls under our re-profiling strategy, as it is a new application of the drug Etanercept, which is marketed under FDA approval as a treatment for rheumatoid arthritis. Accordingly, we do not anticipate that NK-001 will require pre-clinical, preliminary safety or pharmacokinetic (the process by which the drug is metabolized by the body) studies. Because Etanercept has already been the subject of safety studies on a patient population similar to patients targeted by NK-001, we do not anticipate requiring additional pre-clinical or safety studies before proceeding to later stage clinical trials, and we have received approval to conduct clinical trials in South Africa on that basis.

In contrast, NK-002 is a new formulation for the delivery of Etanercept and is therefore properly classified as a new drug. As a new drug, NK-002 will require a full development program, including a full range of successful pre-clinical, safety, and pharmacokinetic studies before advanced clinical testing will be permitted to occur. Both of our planned products, including our flagship product NK-001, are in the development stage as of the date of this quarterly report and neither has been approved for sale to the public in any country.

The research and development activities required to produce the intellectual property underlying our two product candidates, NK-001 and NK-002, was carried out by Dr. Ahmad Doroudian, our director, Jonathan Willmer, our former chief medical officer and former director, and Dr. Hassan Salari, our former officer and former director, in their capacity as our officers. To date, we have outsourced all other research and development work to third parties, including clinical trial planning, laboratory services, data management, statistical services and report writing. We have relied primarily on three contractors in this regard. The first, Globe Laboratories Inc., is a center for drug research and development founded and controlled by Julian Salari, a former officer and former director of our company, which provides us with expertise in manufacturing certain generic drugs that are the basis of our planned products. The second, Virtus is a South African firm that specializes in the planning and execution of clinical trials and has developed the clinical protocol of NK-001 on our behalf and entered into an agreement with us to conduct that clinical trial. The third, Northern Lipids Inc., assisted us to develop certain liposomal encapsulations for our development of NK-002. We anticipate that we will continue to rely on third parties to satisfy our research and development requirements until such time as it becomes cost effective to hire employees to satisfy those requirements.

16

On April 26, 2013, we issued a convertible debenture with a non-related party for $15,254 (US$15,000). The debenture is secured by 15,000,000 shares of common stock of our company, to be delivered to the lender if principal and interest are not repaid on maturity, bears interest at 24% per annum, and matures on April 27, 2014. The note, plus accrued interest, is convertible into common shares at a conversion price of US$0.001 per share at the discretion of the lender and at any time during the term of this debenture.

On September 26, 2013, we entered into a debt settlement subscription agreement with a director of our company, Ahmad Doroudian. Pursuant to the agreement our board of directors authorized the issuance to Dr. Doroudian of 35,000,000 shares in our common stock at the price of $0.001 per share.  The securities were issued in full settlement of $35,000 in debt payable on demand to Dr. Doroudian in respect of cash advances made by him to our company.  As a result of the transaction Dr. Doroudian owns or beneficial owns the aggregate of 43,059,784 shares of our common stock which constitutes approximately 60% of our issued and outstanding voting securities as at the date of this report.

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended October 31, 2013, which are included herein.

Our operating results for the three and nine months ended October 31, 2013 and 2012 are summarized as follows:

	Three Months Ended October 31,		Nine Months Ended October 31,
	2013	2012	2013	2012
Revenue	$ -	$ -	$ -	$ -
Amortization	$ 113	$ 113	$ 342	$ 342
Foreign exchange (gain) loss	$ 4,014	$ (393)	$ 11,399	$ (357)
General and administrative	$ 5,017	$ 5,051	$ 19,967	$ 14,123
Management fees	$ 7,500	$ 15,000	$ 22,500	$ 45,000
Professional fees	$ 4,437	$ 4,811	$ 12,934	$ 34,115
Research and development	$ -	$ -	$ -	$ -
Total Other (Income) Expenses	$ 580,452	$ 36,069	$ 631,609	$ (503,562
Net Income (Loss)	$ (601,533)	$ (60,651)	$ (698,751)	$ 410,339

For the three months ended October 31, 2013, our net loss increased by $540,882 as compared to the three months ended October 31, 2012. For the nine months ended October 31, 2013, our net loss increased by $1,109,090 as compared to the nine months ended October 31, 2012. Our net loss increased primarily due to losses incurred on the change in fair value of our derivative liabilities and settlement of debt as well as financing fees of $63,000 incurred during the nine months ended October 31, 2013.  Our net loss from inception is $2,859,123.

Revenue

We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.

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Liquidity and Financial Condition

Working Capital

	At	At
	October 31,	January 31,
	2013	2013
Current Assets	$ 13,332	$ 4,729
Current Liabilities	$ 717,389	$ 662,307
Working Capital (Deficit)	$ (704,057)	$ (657,578)

Our total current assets as of October 31, 2013 were $13,332 as compared to total current assets of $4,729 as of January 31, 2013. The increase was primarily due to proceeds from a loan payable received during the period. Our total current liabilities as of October 31, 2013 were $717,389 as compared to total current liabilities of $662,307 as of January 31, 2013. The increase in current liabilities was attributed to an increase in accounts payable and amounts due to related parties as our company has limited amounts of cash flow to satisfy outstanding obligations.  As well, there was an increase in loan payable and convertible debentures.

Cash Flows

	Nine Months Ended
	October 31,
	2013	2012
Net Cash Used in Operating Activities	$ (26,367)	$ (30,767)
Net Cash Provided By Financing Activities	$ 25,000	$ 30,000
Effect of Foreign Exchange	$ (9,214)	$ -
Increase (Decrease) in Cash During the Period	$ 7,847	$ (767)

Operating Activities

During the nine months ended October 31, 2013, our cash used for operating activities decreased from $30,767 to $26,367. The decrease in cash used for operating activities was due to a decrease in professional fees incurred and limited amounts of cash flows raised by financing activities during the period.

Investing Activities

We did not have any investing activities during the nine months ended October 31, 2013 and 2012.

Financing Activities

During the nine months ended October 31, 2013, we received $25,000 in cash from financing activities relating to the issuance of a loan payable and a convertible debenture compared with proceeds of $30,000 during the nine months ended October 31, 2012 from the issuance of a loan payable.  

We will require additional funds to fund our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.

18

Specifically, we estimate our operating expenses and working capital requirements for the next 12 months to be as follows:  

Estimated Expenses
Description	($)
Sales and Marketing Costs:
Advertising	3,600
Investor Relations	60,000
Literature	6,000
Conference Attendance	21,000
Travel	22,000
Entertainment and Promotion	2,400
Marketing Costs	115,000
Operating Expenses:
Professional Fees	60,000
Employee Salaries and Benefits	384,000
Office Equipment	1,600
Office Supplies	1,200
Office and Lab Lease	40,000
Telephone, Fax, Cellular, Internet	6,000
Vehicles and Transportation	14,400
	737,200

Based on our planned expenditures, we will require additional funds of approximately $737,200 to proceed with our business plan over the next 12 months. If we secure less than the full amount of financing that we require, we will not be able to carry out our complete business plan and we will be forced to proceed with a scaled back business plan based on our available financial resources.

Inflation

The amounts presented in the 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.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies  

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

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Basis of Presentation

The financial statements and the related notes of our company are prepared in accordance with generally accepted accounting principles in the United States and are expressed in Canadian dollars. Our company’s fiscal year-end is January 31.

Use of Estimates

The preparation of these financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our company regularly evaluates estimates and assumptions related to the recoverability of long-lived assets, valuation of convertible debentures, assumptions used to determine the fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. Our company bases our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

Our company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at October 31, and January 31, 2013, our company had no cash equivalents.

Property and Equipment

Property and equipment is comprised of office equipment and is recorded at cost. Our company amortizes the cost of equipment on a straight-line basis over their estimated useful life of five years.

Long-lived Assets

In accordance with ASC 360, “Property, Plant and Equipment”, our company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value, which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Stock-Based Compensation

Our company records stock-based compensation in accordance with ASC 718, Compensation – Stock-Based Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

20

Derivative Financial Instruments

Derivative financial instruments that are not classified as equity and are not used in hedging relationships are measured at fair value. Subsequent changes to fair value are recorded in the statement of operations.

Loss Per Share

Our company computes net loss per share in accordance with ASC 260, Earnings Per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At October 31, 2013, our company has 184,657,924 (January 31, 2013 – 148,529,182) potentially dilutive shares.

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at October 31, and January 31, 2013, our company had no items representing comprehensive income or loss.

Research and Development Costs

Research costs are expensed in the period that they are incurred.

Financial Instruments and Fair Value Measures

ASC 820, Fair Value Measurements, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Our company’s financial instruments consist principally of cash, amounts receivable, accounts payable and accrued liabilities, amounts due to related parties, and convertible debentures. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets and derivative liabilities is determined based on “Level 2” inputs, as determined by observable market data. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

21

Foreign Currency Translation

Our company’s functional currency and its reporting currency is the Canadian dollar and foreign currency transactions are primarily undertaken in United States dollars. Monetary assets and liabilities are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Expenses are translated at average rates for the period. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

Recent Accounting Pronouncements

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

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our president (our principal executive officer) and our chief financial officer (principal financial officer and principal accounting officer), as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our president (our principal executive officer) and our chief financial officer (principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of quarter covered by this report. Based on the evaluation of these disclosure controls and procedures our president (our principal executive officer) and our chief financial officer (principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective.

Changes in Internal Controls

During the quarter covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

22

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

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

Item 1A.

Risk Factors

As a “small reporting company”, we are not required to provide the information required by this Item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

On September 26, 2013, we entered into a debt settlement subscription agreement with a director of our company, Ahmad Doroudian. Pursuant to the agreement our board of directors authorized the issuance to Dr. Doroudian of 35,000,000 shares in our common stock at the price of $0.001 per share.  The securities were issued in full settlement of $35,000 in debt payable on demand to Dr. Doroudian in respect of cash advances made by him to our company.  The securities issued to Dr. Doroudian were issued in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

23

Exhibit Number	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation 649186 B.C. Ltd. (incorporated by reference from our Registration Statement on Form S-1 filed on August 7, 2009)
3.2	“Company Act” Memorandum of 649186 B.C. Ltd. Certificate of Amendment (incorporated by reference from our Registration Statement on Form S-1 filed on August 7, 2009)
3.3	Certificate of Filing of 649186 B.C. Ltd. (incorporated by reference from our Registration Statement on Form S-1 filed on August 7, 2009)
3.4	Certificate of Incorporation of 649186 B.C. Ltd. (incorporated by reference from our Registration Statement on Form S-1 filed on August 7, 2009)
3.5	Certificate of Name Change of 649186 B.C. Ltd. to Xerxes Health Corp. (incorporated by reference from our Registration Statement on Form S-1 filed on August 7, 2009)
3.6	Transition Application of Xerxes Health Corp. (incorporated by reference from our Registration Statement on Form S-1 filed on August 7, 2009)
3.7	Certificate of Name Change of Xerxes Health Corp. to Neurokine Pharmaceuticals Inc. (incorporated by reference from our Registration Statement on Form S-1 filed on August 7, 2009)
3.8	Notice of Alteration to Authorized Share Structure (incorporated by reference from our Registration Statement on Form S-1 filed on August 7, 2009)
(10)	Material Contracts
10.1	Non-Exclusive License Agreement with Globe Laboratories Inc. dated June 17, 2008 (incorporated by reference from our Registration Statement on Form S-1/A filed on December 3, 2009)
10.2	Clinical Trial Services Agreement with Virtus Clinical Development (Pty) Limited dated March 1, 2009 (incorporated by reference from our Registration Statement on Form S-1/A filed on March 4, 2010)
10.3	Master Service Agreement with Northern Lipids Inc. dated October 2, 2007 (incorporated by reference from our Registration Statement on Form S-1/A filed on December 3, 2009)
10.4	Assignment of Invention (NK-001) dated January 30, 2008 (incorporated by reference from our Registration Statement on Form S-1/A filed on December 3, 2009)
10.5	Assignment of Invention (NK-002) dated April 18, 2008 (incorporated by reference from our Registration Statement on Form S-1/A filed on December 3, 2009)
10.6	Subscription Agreement with Ahmad Doroudian (incorporated by reference from our Form 8-K filed on August 12, 2010)
10.7*	Debt Settlement Subscription Agreement dated September 26, 2013 with Ahmad Doroudian
(31)	Rule 13a-14(d)/15d-14(d) Certifications
31.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of Hamid Doroudian
31.2*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of Moira Ong
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of Hamid Doroudian
32.2*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of Moira Ong
101**	Interactive Data Files
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE	XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

*

Filed herewith

**

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those 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.

	NEUROKINE PHARMACEUTICALS INC.
	(Registrant)
Dated:  December 16, 2013	/s/ Dr. Hamid Doroudian
	Dr. Hamid Doroudian
	President, Chief Executive Officer and Secretary
	(Principal Executive Officer)
Dated:  December 16, 2013	/s/ Moira Ong
	Moira Ong
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting
	Officer)

25

EX-10.7

SUBSCRIPTION AGREEMENT – DEBT SETTLEMENT

TO:

NEUROKINE PHARMACEUTICALS INC.

1275 West 6th Avenue

Vancouver, British Columbia

Canada  V6H 1A6
(the “Company”)

Purchase of Shares

WHEREAS:

A.

Ahmad Doroudian (the “Subscriber”) wishes to subscribe for 35,000,000 shares of common stock in the capital stock of the Company (the “Shares”), at a deemed price of $0.001 per Share, for an aggregate cost of $35,000;

B.

As at July 31, 2013, the Company is indebted to the Subscriber in the aggregate principal amount of $237,660 , which amount is non-interest bearing and payable on demand (the "Indebtedness”);

C.

In lieu of receiving cash as payment of $35,000 of the Indebtedness, the Subscriber has agreed to accept the Shares as payment of $35,000 of the Indebtedness pursuant to the terms and conditions set forth in the Note and in this Agreement; and

NOW THEREFORE THIS AGREEMENT witnesses that, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.

Subscription

1.1

On the basis of the representations and warranties and subject to the terms and conditions set forth herein and, as applicable, in the Canadian Questionnaire attached hereto incorporated herein as Appendix I, the Subscriber hereby irrevocably subscribes for and agrees to purchase 35,000 shares (collectively, the “Shares” or the “Securities”) of the Company’s common stock (the “Common Stock”), par value US$0.001 at a purchase price per Share of $0.001 (the subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price of $35,000 (the “Subscription Proceeds”).

1.2

On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company hereby irrevocably agrees to sell the Shares to the Subscriber.

1.3

Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Company.

2.

Payment

2.1

The Company acknowledges that:

(a)

the balance currently due from the Company to the Subscriber pursuant to the Indebtedness is an aggregate amount of $237,660;  and

(b)

the Company and the Subscriber agree to apply $35,000 of the Indebtedness in payment of the Subscription Proceeds and, upon delivery of a signed copy of this Subscription Agreement to the

1

Subscriber together with a certificate evidencing the Shares registered as provided in this Subscription Agreement (the “Share Certificate”).

3.

Release

3.1

The Subscriber hereby agrees that upon delivery of the Shares by the Company in accordance with the provisions of this Agreement, $35,000 of the Indebtedness will be fully satisfied and extinguished, and the Subscriber will remise, release and forever discharge the Company and its respective directors, officers, employees, successors, solicitors, agents and assigns from any and all obligations relating to that portion of the Indebtedness.

4.

Documents Required from Subscriber

4.1

The Subscriber must complete, sign and return to the Company prior to the Closing Date:

(a)

one executed copy of this Subscription Agreement, including the Canadian Questionnaire attached as Schedule A.

4.2

The Subscriber shall complete, sign and return to the Company without undue delay, on request by the Company, any additional documents, questionnaires, notices and undertakings as may be required by regulatory authorities, the OTC Bulletin Board and applicable law.

5.

Closing

5.1

The sale of the Shares shall be completed (the “Closing”) at such date as the parties may agree upon (the “Closing Date”).

6.

Acknowledgements of Subscriber

6.1

The Subscriber acknowledges and agrees that:

(a)

none of the Securities have been or will be registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state securities laws;

(b)

the Company has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act or any other securities legislation;

(c)

the decision to execute this Subscription Agreement and purchase the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of this Subscription Agreement and any public information which has been filed by the Company with the Securities and Exchange Commission (“SEC”) in compliance, or intended compliance, with applicable securities legislation;

(d)

the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:

(i)

any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and

2

(ii)

applicable resale restrictions;

(e)

none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of the Company on the OTC Bulletin Board operated by the Financial Industry Regulatory Authority (“FINRA”);

(f)

neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;

(g)

no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;

7.

Representations, Warranties and Covenants of the Subscriber

7.1

The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:

(a)

the Subscriber is not a U.S. Person;

(b)

the Subscriber is not acquiring the Securities for the account or benefit of, directly or indirectly, any U.S. Person;

(c)

the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement and the sale of the Securities to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;

(d)

the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;

(e)

if the Subscriber is a corporation or other entity, the entering into of this Subscription Agreement and the transactions contemplated hereby do not and will not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;

(f)

the Subscriber is acquiring the Securities as principal for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Securities, and it has not subdivided its interest in the Securities with any other person;

(g)

the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Securities as principal for the Subscriber’s own account for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Securities;

(h)

the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment and it has carefully read and considered

3

the matters set forth under the heading “Risk Factors” appearing in the Company’s Forms 10-K, 10-Q, 8-K and any other filings filed with the SEC;

(i)

the Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time;

(j)

the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of any of the Securities;

(k)

the Subscriber has not acquired the Securities as a result of, and it covenants that it will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Securities pursuant to registration of any of the Securities pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;

(l)

the Subscriber agrees not to engage in any hedging transactions involving any of the Securities unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state securities laws;

(m)

no person has made to the Subscriber any written or oral representations:

(i)

that any person will resell or repurchase any of the Securities,

(ii)

that any person will refund the purchase price of any of the Securities,

(iii)

as to the future price or value of any of the Securities, or

(iv)

that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently the Company’s common shares are quoted on the over-the-counter market operated by the Over-The-Counter Bulletin Board operated by FINRA.

7.2

In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S.

8.

Representations and Warranties will be Relied Upon by the Company

8.1

The Subscriber acknowledges that the representations and warranties contained herein are made by it with the intention that such representations and warranties may be relied upon by the Company and its legal counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable securities legislation.  The Subscriber further agrees that by accepting delivery of the certificates representing the Shares, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the date of this Subscription Agreement and that they will survive the purchase by the Subscriber of the Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber thereof.

4

9.

Governing Law

9.1

This Subscription Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

10.

Survival

10.1

This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Securities by the Subscriber pursuant hereto.

11.

Assignment

11.1

This Subscription Agreement is not transferable or assignable.

12.

Severability

12.1

The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement.

13.

Entire Agreement

13.1

Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Securities and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.

14.

Notices

14.1

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication.  

15.

Counterparts and Electronic Means

15.1

This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument.  Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth.

16.

Delivery Instructions

16.1

The Subscriber hereby directs the Company to deliver the Share Certificate issued pursuant to this Subscription Agreement to:

16.2

Ahmad Doroudian
4172 Doncaster Way
Vancouver BC V6 1V9

16.3

The Subscriber hereby directs the Company to cause the Share Certificate issued pursuant to this Subscription Agreement to be registered on the books of the Company as follows:

5

Ahmad Doroudian
4172 Doncaster Way
Vancouver BC V6 1V9

16.4

The undersigned hereby acknowledges that it will deliver to the Company all such additional completed forms in respect of the Subscriber’s purchase of the Securities as may be required for filing with the appropriate securities commissions and regulatory authorities.

IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement as of the date of acceptance by the Company.

Dr. Ahmad Doroudian

(Name of Subscriber – Please type or print)

/s/ Ahmad Doroudian

(Signature and, if applicable, Office)

4172 Doncaster Way

(Address of Subscriber)

Vancouver BC V6S 1V9

(City, State or Province, Postal Code of Subscriber)

Canada

(Country of Subscriber

A C C E P T A N C E

The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by NEUROKINE PHARMACEUTICALS INC.

DATED at Vancouver, British Columbia as of the 26th day of September, 2013.

NEUROKINE PHARMACEUTICALS INC.

Per:

/s/ Ahmad Doroudian

Authorized Signatory

6

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Hamid Doroudian, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Neurokine Pharmaceuticals 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 our 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:  December 16, 2013

/s/ Hamid Doroudian

Hamid Doroudian

President, Chief Executive Officer and Secretary
(Principal Executive Officer)

1

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Moira Ong, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Neurokine Pharmaceuticals 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 our 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:  December 16, 2013

/s/ Moira Ong

Moira Ong

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

1

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

I, Hamid Doroudian, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the Quarterly Report on Form 10-Q of Neurokine Pharmaceuticals Inc. for the period ended October 31, 2013 (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 results of operations of Neurokine Pharmaceuticals Inc.

Dated:  December 16,  2013
	/s/ Hamid Doroudian
	Hamid Doroudian
	President, Chief Executive Officer and Secretary (Principal Executive Officer)
	Neurokine Pharmaceuticals Inc.

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 required by Section 906, has been provided to Neurokine Pharmaceuticals Inc. and will be retained by Neurokine Pharmaceuticals Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

1

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

I, Moira Ong, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

the Quarterly Report on Form 10-Q of Neurokine Pharmaceuticals Inc. for the period ended October 31, 2013 (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 results of operations of Neurokine Pharmaceuticals Inc.

Dated:  December 16,  2013
	/s/ Moira Ong
	Moira Ong
	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
	Neurokine Pharmaceuticals Inc.

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 required by Section 906, has been provided to Neurokine Pharmaceuticals Inc. and will be retained by Neurokine Pharmaceuticals Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

1

XML

Significant Accounting Policies: Interim Financial Statements (Policies)

6 Months Ended

Oct. 31, 2013

Policies

Interim Financial Statements

(c)     Interim Financial Statements

These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

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NEUROKINE PHARMACEUTICALS INC. - Statements of Cash Flows (USD $)	9 Months Ended		137 Months Ended
	Oct. 31, 2013	Oct. 31, 2012	Oct. 31, 2013
Cash flows from Operating Activities
Net income (loss)	$ (698,751)	$ 410,339	$ (2,859,123)
Accretion of discount on convertible debentures	3,451	73,238	206,439
Amortization	342	342	1,290
Loss (gain) on change in fair value of derivative liabilities	(49,403)	(599,058)	122,098
Loss on settlement of debt	490,000		490,000
Shares issued for royalties			500,000
Shares issued for services	63,000		512,919
Stock-based compensation			61,911
Changes in operating assets and liabilities:
Amounts receivable, increase decrease	(756)	(3,887)	(5,010)
Accounts payable and accrued liabilities, increase decrease	20,256	31,309	154,698
Due to related parties, increase decrease	46,688	56,950	260,720
Net cash used in operating activities	(26,367)	(30,767)	(554,058)
Cash Flows from Investing Activities
Purchase of property and equipment			(2,276)
Net cash used in investing activities			(2,276)
Cash Flows From Financing Activities
Proceeds from loan payable	10,000	30,000	280,000
Repayment of loan payable			(150,000)
Proceeds from issuance of convertible debentures	15,000		117,949
Proceeds from issuance of shares			307,493
Net cash provided by financing activities	25,000	30,000	555,442
Effect of foreign exchange	(9,214)		(9,214)
INCREASE (DECREASE) IN CASH	7,847	(767)	8,322
CASH, BEGINNING OF PERIOD	475	2,061
CASH, END OF PERIOD	8,322	1,294	8,322
Supplemental disclosures:
Interest paid		14,393	76,078
Income tax paid
Non-cash investing and financing activities:
Forgiveness of related party debt			7,500
Shares issued for conversion of debentures, shares			43,736
Shares issued for settlement of debt	525,000		535,000
Fair value of options and warrants exercised			$ 5,175

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Common Shares

6 Months Ended

Oct. 31, 2013

Notes

Common Shares

7.       Common Shares

(a)     During the period ended October 31, 2013, the Company authorized the issuance of 30,000,000 common shares with a fair value of $63,000 for finance costs, which has been recorded in common stock issuable. Refer to Note 4(a).

(b)     On September 26, 2013, the Company issued 35,000,000 common shares with a fair value of $525,000 to settle an amount due to the President and CEO of the Company with a book value of $35,000, resulting in a loss on settlement of debt of $490,000.

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Significant Accounting Policies: Comprehensive Loss (Policies)

6 Months Ended

Oct. 31, 2013

Policies

Comprehensive Loss

(j)      Comprehensive Loss

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

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Significant Accounting Policies: Cash and Cash Equivalents (Policies)

6 Months Ended

Oct. 31, 2013

Policies

Cash and Cash Equivalents

(d)     Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at October 31 and January 31, 2013, the Company had no cash equivalents.

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Loans Payable (Details) (USD $)	Oct. 31, 2013		Sep. 19, 2013	Mar. 30, 2013	Jan. 31, 2013
Details
Other Notes Payable			$ 10,000	$ 30,000
Accounts Payable, Interest-bearing, Interest Rate			24.00%	24.00%
Common Stock issuable	288,000	[1]	10,000,000	30,000,000	225,000	[1]
Loans Payable, Fair Value Disclosure				$ 63,000

[1] See Note 7

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Significant Accounting Policies: Foreign Currency Translation (Policies)

6 Months Ended

Oct. 31, 2013

Policies

Foreign Currency Translation

(m)   Foreign Currency Translation

The Company’s functional currency and its reporting currency is the Canadian dollar and foreign currency transactions are primarily undertaken in United States dollars. Monetary assets and liabilities are translated using the exchange rate prevailing at the balance sheet date.  Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction.  Expenses are translated at average rates for the period.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

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Significant Accounting Policies: Financial Instruments and Fair Value Measures (Policies)

6 Months Ended

Oct. 31, 2013

Policies

Financial Instruments and Fair Value Measures

(l)       Financial Instruments and Fair Value Measures

ASC 820, Fair Value Measurements, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

                                Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, amounts receivable, accounts payable and accrued liabilities, amounts due to related parties, loans payable, and convertible debentures. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets and derivative liabilities is determined based on “Level 2” inputs, as determined by observable market data. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

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Related Party Transactions (Details) (USD $)	9 Months Ended
	Oct. 31, 2013	Oct. 31, 2012	Sep. 24, 2013	Oct. 31, 2013 Director	Jan. 31, 2013 Director
Shares, Issued			35,000,000
Increase (Decrease) in Due to Other Related Parties, Current	$ 22,500	$ 30,000
Due to Other Related Parties				$ 218,221	$ 206,532

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Stock Options: Schedule of Options Indexed to Issuer's Equity (Tables)

6 Months Ended

Oct. 31, 2013

Tables/Schedules

Schedule of Options Indexed to Issuer's Equity

	Number of Options	Weighted Average Exercise Price (US$)	Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (US$)
Outstanding, October 31, 2013	800,000	0.005	1.56	-
Exercisable,  October 31, 2013	800,000	0.005	1.56	-
Outstanding, January 31, 2013	800,000	0.005	1.56	-
Exercisable,  January 31, 2013	800,000	0.005	1.56	-

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Derivative Liabilities: Schedule of Derivative Liabilities at Fair Value (Details) (USD $)	Oct. 31, 2013		Jan. 31, 2013
Derivative liabilities	$ 67,318	[1]	$ 18,388	[1]
December, 2010
Derivative liabilities	62,282		62,086
February, 2011
Derivative liabilities	33,536		33,431
Default Penalty on convertible debentures
Derivative liabilities	56,372		56,194
75,000 warratns expiring on July 4, 2013
Warrant Expiration			6
3,800,000 warrants expiring on July 30, 2015
Warrant Expiration	$ 67,318		$ 18,388

[1] See Note 6

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Derivative Liabilities: Schedule of Interest Rate Derivatives (Tables)

6 Months Ended

Oct. 31, 2013

Tables/Schedules

Schedule of Interest Rate Derivatives

	Expected Volatility	Risk-free Interest Rate	Expected Dividend Yield	Expected Life (in years)
As at issuance date:
December 2010 convertible debenture	125%	1.19%	0%	0.75
February 2011 convertible debenture	125%	1.27%	0%	0.75
Default penalty on convertible debenture	125%	0.08%	0%	0.50
75,000 warrants expiring on July 4, 2013	125%	0.30%	0%	2.00
3,800,000 warrants expiring on July 30, 2015	125%	1.26%	0%	4.50
As at October 31, 2013:
December 2010 convertible debenture	348%	0.04%	0%	0.25
February 2011 convertible debenture	348%	0.04%	0%	0.25
Default penalty on convertible debenture	348%	0.04%	0%	0.25
3,800,000 warrants expiring on July 30, 2015	492%	0.25%	0%	1.75

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Share Purchase Warrants: Schedule of Purchase Price Allocation (Details) (USD $)	Oct. 31, 2013	Jan. 31, 2013	Jan. 31, 2012	Jul. 31, 2013 Warrant July 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	3,800,000	3,875,000	3,975,000	3,800,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance	$ 0.01	$ 0.01	$ 0.01	$ 0.005

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Significant Accounting Policies: Research and Development Costs (Policies)

6 Months Ended

Oct. 31, 2013

Policies

Research and Development Costs

(k)     Research and Development Costs

Research costs are expensed in the period that they are incurred. 

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Significant Accounting Policies

6 Months Ended

Oct. 31, 2013

Notes

Significant Accounting Policies

2.          Significant Accounting Policies

(a)     Basis of Presentation

The financial statements and the related notes of the Company are prepared in accordance with generally accepted accounting principles in the United States and are expressed in Canadian dollars.  The Company’s fiscal year-end is January 31.  

(b)     Use of Estimates

The preparation of these financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, valuation of convertible debentures, assumptions used to determine the fair values of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

(c)     Interim Financial Statements

These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

(d)     Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at October 31 and January 31, 2013, the Company had no cash equivalents.

(e)     Property and Equipment

Property and equipment is comprised of office equipment and is recorded at cost.  The Company amortizes the cost of equipment on a straight-line basis over their estimated useful life of five years. 

(f)      Long-lived Assets

In accordance with ASC 360, “Property, Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value, which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

(g)     Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock-Based Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

(h)     Derivative Financial Instruments

Derivative financial instruments that are not classified as equity and are not used in hedging relationships are measured at fair value.  Subsequent changes to fair value are recorded in the statement of operations. 

(i)       Loss Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At October 31, 2013, the Company has 184,567,924 (January 31, 2013 – 148,529,182) potentially dilutive shares.

(j)      Comprehensive Loss

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

(k)     Research and Development Costs

Research costs are expensed in the period that they are incurred. 

(l)       Financial Instruments and Fair Value Measures

ASC 820, Fair Value Measurements, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

                                Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, amounts receivable, accounts payable and accrued liabilities, amounts due to related parties, loans payable, and convertible debentures. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets and derivative liabilities is determined based on “Level 2” inputs, as determined by observable market data. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

(m)   Foreign Currency Translation

The Company’s functional currency and its reporting currency is the Canadian dollar and foreign currency transactions are primarily undertaken in United States dollars. Monetary assets and liabilities are translated using the exchange rate prevailing at the balance sheet date.  Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction.  Expenses are translated at average rates for the period.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

(n)     Recent Accounting Pronouncements

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

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Convertible Debentures

6 Months Ended

Oct. 31, 2013

Notes

Convertible Debentures

5.       Convertible Debentures

(a)     On December 17, 2010, the Company issued a convertible debenture with a non-related party for $65,079 (US$65,000).  The debenture is unsecured, bears interest at 8% per annum, and matured on September 17, 2011.  The note is convertible into common shares at a conversion price equal to 55% of the average closing market price of the lowest three trading prices of the Company’s common stock during the preceding ten days prior to conversion.  The Company recorded the conversion feature of the convertible debenture as a derivative liability at an estimated fair value of $65,079 with a corresponding discount to the convertible debenture.  On June 23, 2011, the Company issued 145,455 common shares to convert $11,674 (US$12,000).  On June 29, 2011, the Company issued 169,697 common shares to convert $13,792 (US$14,000).  As of October 31, 2013, the carrying value of the convertible debenture is $40,665 (US$39,000) (January 31, 2013 - $38,887 (US$39,000)), plus the accrued default penalty of $20,854 (US$20,000) (January 31, 2013 – $19,942 (US$20,000)). As of October 31, 2013, the fair value of the conversion option derivative liability was $96,540 (January 31, 2013 - $84,220).  

(b)     On February 23, 2011, the Company issued a convertible debenture with a non-related party for $37,944 (US$40,000).  The debenture is unsecured, bears interest at 8% per annum, and matured on December 23, 2011.  The note is convertible into common shares at a conversion price equal to 55% of the average closing market price of the lowest three trading prices of the Company’s common stock during the preceding ten days prior to conversion.  The Company recorded the conversion feature of the convertible debenture as a derivative liability at an estimated fair value of $37,944 with a corresponding discount to the convertible debenture.  On July 11, 2011, the Company issued 230,303 common shares to convert $18,270 (US$19,000).  As of October 31, 2013, the carrying value of the convertible debenture is $21,897 (US$21,000) (January 31, 2013 - $20,943 (US$21,000)), plus the accrued default penalty of $10,427 (US$10,000) (January 31, 2013 - $9,971 (US$10,000)). As of October 31, 2013, the fair value of the conversion option derivative liability was $55,650 (January 31, 2013 - $67,491).

(c)     On July 4, 2011, the Company issued a note payable with a non-related party for $85,000.  The note was unsecured, due interest at 24% per annum, and due on October 4, 2011.  On October 4, 2011, the note was extended to January 4, 2012 under the same terms of the original agreement.

On December 4, 2011, the Company agreed to modify the principal balance owing of $85,000 and accrued interest of $8,551 into a new $100,000 note payable, which is unsecured, due interest at 24% per annum, and due on December 3, 2012.  In addition, the note became convertible into common shares of the Company at a conversion rate of $0.001 per share.  As part of the conversion to extend the note, the Company issued 10,000,000 common shares with a fair value of $225,000 as a termination fee of the original note agreement.   

As the modified debt terms include a beneficial conversion feature, the Company accounted for the modified debt terms in accordance with ASC 470, Debt – Debt with Conversions and Other Options.  The conversion feature resulted in a discount on the convertible note of $100,000.  During the nine months ended October 31, 2013, the Company recorded accretion expense of $0 (2012 - $32,541).  As of October 31, 2013, the carrying value of the convertible debenture is $104,270 (US$100,000)(January 31, 2013 - $99,730 (US$100,000)).

(d)     On April 26, 2013, the Company issued a convertible debenture with a non-related party for $15,254 (US$15,000).  The debenture is secured by 15,000,000 shares of common stock of the Company, to be delivered to the lender if principal and interest are not repaid on maturity, bears interest at 24% per annum, and matures on April 27, 2014.  The note, plus accrued interest, is convertible into common shares at a conversion price of US$0.001 per share at the discretion of the lender and at any time during the term of this debenture.

As the convertible debt terms include a beneficial conversion feature, the Company accounted for the debt terms in accordance with ASC 470, Debt – Debt with Conversions and Other Options.  The conversion feature resulted in a discount on the convertible note of $15,000.  During the nine months ended October 31, 2013, the Company recorded accretion expense of $3,451 (2012 - $0).  As of October 31, 2013, the carrying value of the convertible debenture is $3,598 (US$3,451)(January 31, 2013 - $0).

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Share Purchase Warrants

6 Months Ended

Oct. 31, 2013

Notes

Share Purchase Warrants

8.       Share Purchase Warrants

The following table summarizes the continuity of share purchase warrants:

	Number of Warrants	Weighted Average Exercise Price  (US$)
Balance, January 31, 2012	3,975,000	0.01
Expired	(100,000)	0.15
Balance, January 31, 2013	3,875,000	0.01
Expired	(75,000)	0.15
Balance, October, 31, 2013	3,800,000	0.01

As at October 31, 2013, the following share purchase warrants were outstanding:

Number of Warrants	Exercise Price $	Expiry Date
3,800,000	0.005	July 30, 2015

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Derivative Liabilities

6 Months Ended

Oct. 31, 2013

Notes

Derivative Liabilities

6.       Derivative Liabilities

Derivative liabilities consist of convertible debentures with variable conversion prices and share purchase warrants originally issued in private placements with conversion/exercise prices denominated in United States dollars, which differs from the Company’s functional currency.  The fair values of these derivative liabilities are as follows:

	October 31, 2013 $ (unaudited)	January 31, 2013 $
December 2010 convertible debenture	62,282	62,086
February 2011 convertible debenture	33,536	33,431
Default penalty on convertible debentures	56,372	56,194
75,000 warrants expiring on July 4, 2013	-	6
3,800,000 warrants expiring on July 30, 2015	67,318	18,388
	219,508	170,105

The fair values of derivative financial liabilities were determined using the Black-Scholes option pricing model, using the following assumptions:

	Expected Volatility	Risk-free Interest Rate	Expected Dividend Yield	Expected Life (in years)
As at issuance date:
December 2010 convertible debenture	125%	1.19%	0%	0.75
February 2011 convertible debenture	125%	1.27%	0%	0.75
Default penalty on convertible debenture	125%	0.08%	0%	0.50
75,000 warrants expiring on July 4, 2013	125%	0.30%	0%	2.00
3,800,000 warrants expiring on July 30, 2015	125%	1.26%	0%	4.50
As at October 31, 2013:
December 2010 convertible debenture	348%	0.04%	0%	0.25
February 2011 convertible debenture	348%	0.04%	0%	0.25
Default penalty on convertible debenture	348%	0.04%	0%	0.25
3,800,000 warrants expiring on July 30, 2015	492%	0.25%	0%	1.75

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Derivative Liabilities: Schedule of Interest Rate Derivatives (Details)	6 Months Ended
	Oct. 31, 2013
As At Issuance Date December 2010 Convertible Debenture
Fair Value Assumptions, Expected Volatility Rate	125.00%
Fair Value Assumptions, Risk Free Interest Rate	1.19%
Fair Value Assumptions, Expected Dividend Rate	0.00%
As At Issuance Date February 2011 Convertible Debenture
Fair Value Assumptions, Expected Volatility Rate	125.00%
Fair Value Assumptions, Risk Free Interest Rate	1.27%
Fair Value Assumptions, Expected Dividend Rate	0.00%
Default Penalty on Convertible Debenture
Fair Value Assumptions, Expected Volatility Rate	125.00%
Fair Value Assumptions, Risk Free Interest Rate	0.08%
Fair Value Assumptions, Expected Dividend Rate	0.00%
75,000 Warrants Expiring on July 4, 2013
Fair Value Assumptions, Expected Volatility Rate	125.00%
Fair Value Assumptions, Risk Free Interest Rate	0.30%
Fair Value Assumptions, Expected Dividend Rate	0.00%
3,800,000 warrants expiring on July 30, 2015
Fair Value Assumptions, Expected Volatility Rate	125.00%
Fair Value Assumptions, Risk Free Interest Rate	1.26%
Fair Value Assumptions, Expected Dividend Rate	0.00%
As At October 31, 2013 December 2010 Convertible Debenture
Fair Value Assumptions, Expected Volatility Rate	348.00%
Fair Value Assumptions, Risk Free Interest Rate	0.04%
Fair Value Assumptions, Expected Dividend Rate	0.00%
As At October 31, 2013 February 2011 Convertible Debenture
Fair Value Assumptions, Expected Volatility Rate	348.00%
Fair Value Assumptions, Risk Free Interest Rate	0.04%
Fair Value Assumptions, Expected Dividend Rate	0.00%
As At October 31, 2013 Default Penalty on Convertible Debenture
Fair Value Assumptions, Expected Volatility Rate	348.00%
Fair Value Assumptions, Risk Free Interest Rate	0.04%
Fair Value Assumptions, Expected Dividend Rate	0.00%
As At October 31, 2013 3,800,000 Warrants Expiring on July 30, 2015
Fair Value Assumptions, Expected Volatility Rate	492.00%
Fair Value Assumptions, Risk Free Interest Rate	0.25%
Fair Value Assumptions, Expected Dividend Rate	0.00%

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Significant Accounting Policies: Recent Accounting Pronouncements (Policies)

6 Months Ended

Oct. 31, 2013

Policies

Recent Accounting Pronouncements

(n)     Recent Accounting Pronouncements

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

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Share Purchase Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables)

6 Months Ended

Oct. 31, 2013

Tables/Schedules

Schedule of Stockholders' Equity Note, Warrants or Rights

	Number of Warrants	Weighted Average Exercise Price  (US$)
Balance, January 31, 2012	3,975,000	0.01
Expired	(100,000)	0.15
Balance, January 31, 2013	3,875,000	0.01
Expired	(75,000)	0.15
Balance, October, 31, 2013	3,800,000	0.01

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Property, Plant and Equipment (Details) (USD $)	6 Months Ended
	Oct. 31, 2013		Jan. 31, 2013
Details
Property, Plant and Equipment, Additions	$ 2,276
Accumulated Amortization of Other Deferred Costs	1,290
Property and equipment	$ 986	[1]	$ 1,328	[1]

[1] See Note 3

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Stock Options: Additional Information Regarding Stock Options As of October 31, 2013, Is As Follows (Details) (USD $)	Oct. 31, 2013	Jan. 31, 2013	Jan. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	3,800,000	3,875,000	3,975,000
Warrant | May 25, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	800,000
Fair Value Assumptions, Exercise Price	$ 0.005

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NEUROKINE PHARMACEUTICALS INC. - Statements of Operations (USD $)	4 Months Ended		9 Months Ended				137 Months Ended		2260 Months Ended
	Oct. 31, 2012		Oct. 31, 2013		Oct. 31, 2012		Oct. 31, 2013		Oct. 31, 2201
Income Statement
Revenue
EXPENSES
Amortization	113		342		342		1,290		113
Consulting							126,519
Foreign exchange loss (gain)	(393)		11,399		(357)		20,388		4,014
General and administrative	5,051		19,967		14,123		241,469		5,017
Management fees	15,000	[1]	22,500	[1]	45,000	[1]	191,661	[1]	7,500	[1]
Professional fees	4,811		12,934		34,115		195,313		4,437
Research and development							282,715
Royalties							500,000
TOTAL EXPENSES	24,582		67,142		93,223		1,559,355		21,081
Loss from operations	(24,582)		(67,142)		(93,223)		(1,559,335)		(21,081)
Accretion of discount on convertible debentures	(40,697)		(3,451)		(73,238)		(206,439)		(2,235)
Financing costs			(63,000)				(369,449)
Gain (loss) on change in fair value of derivative liabilities	12,493		(49,403)		599,058		(122,098)		(79,170)
Loss, settlement of debt	0		(490,000)		0		(490,000)		(490,000)
Interest expense	(7,865)		(25,755)		(22,258)		(111,782)		(9,047)
Total Other Income (Expense)	(36,069)		(631,609)		503,562		(1,299,768)		(580,452)
Net income (loss)	(60,651)		(698,751)		410,339		(2,859,123)		(601,533)
Net income (loss) per share, basic			(0.01)		0.01
Net income (loss) per share, diluted
Weighted average shares outstanding, basic	35,767,073		40,510,663		35,767,073				49,843,160
Weighted average shares outstanding, diluted	167,694,183		225,078,587		167,694,183				234,411,084

[1] See Note 7

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Subsequent Events

6 Months Ended

Oct. 31, 2013

Notes

Subsequent Events

11.    Subsequent Events

The Company has evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events.

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Nature of Operations and Continuance of Business

6 Months Ended

Oct. 31, 2013

Notes

Nature of Operations and Continuance of Business

1.          Nature of Operations and Continuance of Business

Neurokine Pharmaceuticals Inc. (the “Company”) was incorporated in British Columbia under the Business Corporations Act on June 10, 2002.  The Company is a development stage company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities, and is in the business of developing and commercializing new uses for existing prescription drugs for diseases mediated by acute and chronic inflammatory reactions as well as developing proprietary encapsulation technology in the treatment of neurodegenerative diseases. 

These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at October 31, 2013, the Company has not earned any revenue, has a working capital deficit of $704,057 and an accumulated deficit of $2,859,123. The continued operations of the Company are dependent on its ability to generate future cash flows or obtain additional financing.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments to the recorded assets or liabilities that might be necessary should the Company be unable to continue as a going concern. 

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NEUROKINE PHARMACEUTICALS INC. - Balance Sheets (USD $)	Oct. 31, 2013		Jan. 31, 2013
Current Assets:
Cash	$ 8,322		$ 475
Amounts receivable	5,010		4,254
TOTAL CURRENT ASSETS	13,332		4,729
Property and equipment	986	[1]	1,328	[1]
Total Assets	14,318		6,057
Current Liabilities
Accounts payable and accrued liabilities	104,841		84,585
Loans payable	40,427	[2]	30,000	[2]
Due to related parties	218,220	[3]	206,532	[3]
Convertible debentures, net of unamortized discount	201,711	[4]	189,473	[4]
Derivative liabilities, current portion	152,190	[5]	151,717	[5]
TOTAL CURRENT LIABILITIES	717,389		662,307
Derivative liabilities	67,318	[5]	18,388	[5]
TOTAL LIABILITIES	734,707		680,695
Stockholders' Deficit
Common Stock	1,611,148	[6]	1,086,148	[6]
Common Stock issuable	288,000	[7]	225,000	[7]
Additional paid-in capital	189,586		174,586
Deficit accumulated during the development stage	(2,859,123)		(2,160,372)
Total Stockholders' Deficit	(770,389)		(674,638)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 14,318		$ 6,057

[1] See Note 3

[2] See Note 4

[3] See Note 10

[4] net of unamortized discount of $11,549 and $nil, respectively. See Note 5

[5] See Note 6

[6] 500,000,000 shares authorized, without par value, 70,767,073 and 35,767,073 shares issued and outstanding, respectively.

[7] See Note 7

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Property, Plant and Equipment (Tables)

6 Months Ended

Oct. 31, 2013

Tables/Schedules

Property, Plant and Equipment

	Cost $	Accumulated amortization $	October 31, 2013 Net carrying value $	January 31, 2013 Net carrying value $
Office furniture and equipment	2,276	1,290	986	1,328

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Significant Accounting Policies: Loss Per Share (Policies)

6 Months Ended

Oct. 31, 2013

Policies

Loss Per Share

(i)       Loss Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At October 31, 2013, the Company has 184,567,924 (January 31, 2013 – 148,529,182) potentially dilutive shares.

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Stock Options: Schedule of Options Indexed to Issuer's Equity (Details) (USD $)	Oct. 31, 2013	Jan. 31, 2013
Details
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	800,000	800,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price	$ 0.005	$ 0.005
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	1.56	1.56
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	800,000	800,000
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 0.005	$ 0.005
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term	1.56	1.56

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Convertible Debentures (Details) (USD $)																9 Months Ended					9 Months Ended
	Oct. 31, 2013		Jan. 31, 2013		Dec. 04, 2011	Oct. 31, 2013 Unrelated Party1	Jan. 31, 2013 Unrelated Party1	Jun. 29, 2011 Unrelated Party1	Jun. 23, 2011 Unrelated Party1	Feb. 23, 2011 Unrelated Party1	Dec. 17, 2010 Unrelated Party1	Oct. 31, 2013 Unrelated Party2	Jan. 31, 2013 Unrelated Party2	Jul. 11, 2011 Unrelated Party2	Feb. 23, 2011 Unrelated Party2	Oct. 31, 2013 Unrelated Party3	Oct. 31, 2012 Unrelated Party3	Jan. 31, 2013 Unrelated Party3	Dec. 04, 2011 Unrelated Party3	Jul. 07, 2011 Unrelated Party3	Oct. 31, 2013 Unrelated Party4	Oct. 31, 2012 Unrelated Party4	Apr. 26, 2013 Unrelated Party4	Jan. 31, 2013 Unrelated Party4
Convertible Notes Payable											$ 65,000				$ 40,000				$ 100,000	$ 85,000			$ 15,000
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate										8.00%	8.00%								24.00%	24.00%			24.00%
Derivative Liability, Fair Value, Gross Liability											65,079				37,944
Common Stock, Shares, Issued								169,697	145,455					230,303					10,000,000
Convertible Debt						39,000	39,000	14,000	12,000			21,000	21,000	19,000		100,000		100,000			3,451			0
Debt Instrument, Debt Default, Amount						20,000	20,000					10,000	10,000
Derivative liabilities, current portion	152,190	[1]	151,717	[1]		96,540	84,220					55,650	67,491
Due from Other Related Parties					85,000
Interest Receivable																			8,551
Debt Instrument, Convertible, Conversion Price																			$ 0.001
Liabilities Subject to Compromise, Early Contract Termination Fees																			225,000
Accretion Expense																$ 0	$ 32,541				$ 3,451	$ 0

[1] See Note 6

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Stock Options: Additional Information Regarding Stock Options As of October 31, 2013, Is As Follows (Tables)

6 Months Ended

Oct. 31, 2013

Tables/Schedules

Additional Information Regarding Stock Options As of October 31, 2013, Is As Follows:

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

Number of Options	Exercise Price $	Expiry Date
800,000	0.005	May 25, 2015

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Nature of Operations and Continuance of Business (Details) (USD $)	Oct. 31, 2013	Jan. 31, 2013
Details
Retained Earnings (Accumulated Deficit)	$ 704,057
Deficit accumulated during the development stage	$ 2,859,123	$ 2,160,372

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Related Party Transactions

6 Months Ended

Oct. 31, 2013

Notes

Related Party Transactions

10.    Related Party Transactions

(b)     On September 24, 2013, the Company issued 35,000,000 common shares with a fair value of $525,000 to settle an amount due to the President and CEO of the Company with a book value of $35,000, resulting in a loss on settlement of debt of $490,000.

(c)     During the nine months ended October 31, 2013, the Company incurred $22,500 (2012 - $30,000) of management fees to directors and officers of the Company.

(d)     As at October 31, 2013, the Company owed $218,221 (January 31, 2013 - $206,532) to a director of the Company, which is unsecured, non-interest bearing, and due on demand. 

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Derivative Liabilities: Schedule of Derivative Liabilities at Fair Value (Tables)

6 Months Ended

Oct. 31, 2013

Tables/Schedules

Schedule of Derivative Liabilities at Fair Value

	October 31, 2013 $ (unaudited)	January 31, 2013 $
December 2010 convertible debenture	62,282	62,086
February 2011 convertible debenture	33,536	33,431
Default penalty on convertible debentures	56,372	56,194
75,000 warrants expiring on July 4, 2013	-	6
3,800,000 warrants expiring on July 30, 2015	67,318	18,388
	219,508	170,105

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Share Purchase Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights (Details) (USD $)	9 Months Ended	12 Months Ended
	Oct. 30, 2013	Jan. 30, 2013	Jan. 31, 2013	Oct. 31, 2013
Details
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance	3,875,000	3,975,000	3,975,000	3,800,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance	$ 0.01	$ 0.01	$ 0.01	$ 0.01
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period	(75,000)		(100,000)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price	$ 0.15	$ 0.15

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Significant Accounting Policies: Use of Estimates (Policies)

6 Months Ended

Oct. 31, 2013

Policies

Use of Estimates

(b)     Use of Estimates

The preparation of these financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, valuation of convertible debentures, assumptions used to determine the fair values of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

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Stock Options

6 Months Ended

Oct. 31, 2013

Notes

Stock Options

9.       Stock Options

The following table summarizes the continuity of the Company’s stock options:

	Number of Options	Weighted Average Exercise Price (US$)	Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (US$)
Outstanding, October 31, 2013	800,000	0.005	1.56	-
Exercisable,  October 31, 2013	800,000	0.005	1.56	-
Outstanding, January 31, 2013	800,000	0.005	1.56	-
Exercisable,  January 31, 2013	800,000	0.005	1.56	-

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

Number of Options	Exercise Price $	Expiry Date
800,000	0.005	May 25, 2015

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Loans Payable

6 Months Ended

Oct. 31, 2013

Notes

Loans Payable

4.       Loans Payable

(a)     On March 30, 2012, the Company issued a promissory note to a non-related party for $30,000.  The loan is unsecured, bears interest at 24% per annum, and was due on March 30, 2013.  Upon default of the loan, the Company was required to issue 30,000,000 common shares with a fair value of $63,000, as a penalty for non-payment. The penalty shares have not been issued, and are recorded as common stock issuable.

(b)     On September 19, 2013, the Company issued a promissory note to a non-related party for $10,427 (US$10,000). The loan is unsecured, bears interest at 24% per annum, and is due on September 18, 2014. In the event of default of the loan, the Company will be required to issue 10,000,000 common shares, as a penalty for non-payment.

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Share Purchase Warrants: Schedule of Purchase Price Allocation (Tables)

6 Months Ended

Oct. 31, 2013

Tables/Schedules

Schedule of Purchase Price Allocation

Number of Warrants	Exercise Price $	Expiry Date
3,800,000	0.005	July 30, 2015

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Significant Accounting Policies: Property and Equipment (Policies)

6 Months Ended

Oct. 31, 2013

Policies

Property and Equipment

(e)     Property and Equipment

Property and equipment is comprised of office equipment and is recorded at cost.  The Company amortizes the cost of equipment on a straight-line basis over their estimated useful life of five years. 

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Significant Accounting Policies: Basis of Presentation (Policies)

6 Months Ended

Oct. 31, 2013

Policies

Basis of Presentation

(a)     Basis of Presentation

The financial statements and the related notes of the Company are prepared in accordance with generally accepted accounting principles in the United States and are expressed in Canadian dollars.  The Company’s fiscal year-end is January 31.  

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Significant Accounting Policies: Derivative Financial Instruments (Policies)

6 Months Ended

Oct. 31, 2013

Policies

Derivative Financial Instruments

(h)     Derivative Financial Instruments

Derivative financial instruments that are not classified as equity and are not used in hedging relationships are measured at fair value.  Subsequent changes to fair value are recorded in the statement of operations. 

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Significant Accounting Policies: Long-lived Assets (Policies)

6 Months Ended

Oct. 31, 2013

Policies

Long-lived Assets

(f)      Long-lived Assets

In accordance with ASC 360, “Property, Plant and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value, which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

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Document and Entity Information	6 Months Ended
	Oct. 31, 2013
Document and Entity Information
Entity Registrant Name	Neurokine Pharmaceuticals Inc.
Document Type	10-Q
Document Period End Date	Oct. 31, 2013
Amendment Flag	false
Entity Central Index Key	0001464165
Current Fiscal Year End Date	--04-30
Entity Common Stock, Shares Outstanding	70,767,073
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2

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Significant Accounting Policies: Stock-based Compensation (Policies)

6 Months Ended

Oct. 31, 2013

Policies

Stock-based Compensation

(g)     Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock-Based Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.