10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D. C. 20549

FORM 10-Q/A

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

For the quarterly period ended April 30, 2012

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

For the transition period from _____ to _____

Commission File Number 001-32044

TODAYS ALTERNATIVE ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization) 16-1576984 (I.R.S. Employer Identification No.)

191 Post Road West

Westport, CT 06880

(Address of principal executive offices)

888-880-0994

(Issuer’s telephone number)

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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

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

Large accelerated filter ¨		Accelerated filter ¨
Non-accelerated filter ¨	(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 ¨ No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 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

As of June 19, 2012, there were 28,132,081 shares of our common stock issued and outstanding.

Transitional Small Business Disclosure Format: Yes ¨ No x

EXPLANATORY NOTE

The purpose of this Amendment on Form 10-Q/A to Todays Alternative Energy Corporation’s quarterly report on Form 10-Q for the quarter ended April 30, 2012, filed with the Securities and Exchange Commission on June 19, 2012 (the “Form 10-Q”), is solely to furnish the information presented in Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.

No other changes have been made to our Form 10-Q filed on June 19, 2012. This Amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.

ITEM 6 - EXHIBITS.

31.1* Certification by Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002.

32.1* Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

101** The following materials from Todays Alternative Energy Corporation’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2012 are formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Cash Flow, (iii) the Consolidated Balance Sheets, and (iv) the Notes to the Consolidated Financial statements tagged as blocks of text.

* Incorporated by reference to our Quarterly Report on Form 10-Q filed with the SEC on June 19, 2012

** In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Amendment to our Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2012 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: June 25, 2012	/s/ Len Amato
	By: Len Amato
	Its: Chief Executive Officer, President, Chief Financial Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer)

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES

6 Months Ended

Apr. 30, 2012

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 2 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses are comprised of the following:

	April 30, 2012		October 31, 2011
	(unaudited)
Accounts payable	$	6,669	$	5,053
Salaries		59,298		59,298
Interest		581,950		514,512
Payroll taxes		49,251		49,251
Professional fees		244,558		174,590
Old accounts payable		296,908		296,908
Others		21,048		19,298
Total	$	1,259,682	$	1,118,910

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DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Apr. 30, 2012

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Todays Alternative Energy Corporation (the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2011 filed with the SEC on January 30, 2012. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the unaudited condensed consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the fiscal year ended October 31, 2011 as reported in the 10-K have been omitted.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Guaranteed Enzyme Miracle Corporation (“GEM”) and Bio-Extraction Services, Inc. (“BESI”). Significant inter-company accounts and transactions have been eliminated.

Nature of Business and History of Company

The Company’s business has two primary opportunities that it is developing. The Company has a green cleaning products business that uses its scientific formulations to manufacture and sell a new line of industrial strength, environmentally friendly, and biodegradable cleaning products that contain natural non-toxic ingredients. The Company has a biodiesel business that uses its extraction technology to convert waste cooking oil and grease into a biodiesel fuel ingredient that it intends to sell to biodiesel fuel producers. The Company’s biodiesel business is designed to reduce environmental issues associated with disposing of waste cooking oil and grease.

Corporate Changes

On April 19, 2010, holders of the majority of the voting power of the Company’s outstanding stock as of April 16, 2010, voted in favor of changing the Company’s name to Todays Alternative Energy Corporation.  On June 9, 2010, the Company filed a certificate of amendment with the Secretary of State of Nevada in order to effect the name change.

On May 20, 2011, the Company filed a certificate of amendment to its Articles of Incorporation with the Secretary of State of Nevada to effectuate a reverse stock split of the Company’s outstanding common stock on a 1 to 20 basis.  Each holder of common stock received 1 share of the Company’s common stock for each 20 shares of the Company’s common stock held.  Fractional shares were rounded up to the nearest whole share. All per share numbers quoted herein are reflective of the 1:20 reverse split. All common stock and related information have been retroactively restated.

On March 22, 2012, the board of directors appointed Albertus Hendrik van Leiden as a director of the Company.

Development Stage Company

As a result of impairing the value of the Company’s intangible assets, at October 31, 2007, the Company began implementing new plans to enter the biodiesel fuel market on November 1, 2007. As a result, the Company is a development stage enterprise, as defined by Accounting Standards Codification (the “Codification” or “ASC”) 915-10. The Company is devoting all of its present efforts in securing and establishing a new business, and its planned principle operations have not commenced, and, accordingly, no revenue has been derived during the organization period. From its inception of development stage through the date of these unaudited condensed consolidated financial statements, the Company has not generated any revenues and has incurred significant operating expenses. Consequently, its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from November 1, 2007 (the inception of development stage) through April 30, 2012, the Company has accumulated losses of $3,354,996.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statement in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Loss per Share

Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Potentially dilutive shares of common stock realizable from the conversion of our convertible debentures of 4,036,939,111 and 2,904,888,118 respectively at April 30, 2012 and 2011, are excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive.

Reclassifications

Certain reclassifications have been made in prior period's unaudited condensed consolidated financial statements to conform to classifications used in the current period.

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its unaudited condensed consolidated financial condition or the results of its operations.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. The Company has incurred losses since inception and has negative cash flows from operations. For the three and six months ended April 30, 2012, the Company has incurred net losses of $120,227 and $293,655, respectively and has a stockholders’ deficit of $2,756,100 as of April 30, 2012. The future of the Company is dependent upon its ability to obtain additional equity or debt financing and upon future successful development and marketing of the Company’s products and services. Although the Company may pursue additional financing, there can be no assurance that the Company will be able to secure such financing or obtain financing on terms beneficial to the Company. Failure to secure such financing may result in the Company’s inability to continue as a going concern.

As of April 30, 2012, the Company’s Chief Executive Officer was its sole employee. The Company continues to need to borrow cash from time to time in order to pay its operating costs and may need to pursue additional financing arrangements in order to generate sales from its Biodiesel Division and Cleaning Division. The Company anticipates future losses from operations as a result of ongoing overhead expenses incurred while it attempts to resume selling activities.

These unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classifications of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

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Condensed Consolidated Balance Sheets (USD $)	Apr. 30, 2012	Oct. 31, 2011
Current assets:
Cash and cash equivalents	$ 1,007	$ 44,245
Stock subscription receivable		50,000
Total current assets	1,007	94,245
Other assets:
Security deposit		7,478
Other deposit		41,522
Total other assets		49,000
Total assets	1,007	143,245
Current liabilities:
Accounts payable and accrued expenses	1,259,682	1,118,910
Advances payable		111,000
Convertible notes payable (net of debt discount of $36,854 and $0 as of April 30, 2012 and October 31, 2011, respectively)	1,491,691	1,429,965
Total current liabilities	2,751,373	2,659,875
Long term portion of convertible notes payable (net of debt discount of $85,266 and $61,765 as of April 30, 2012 and October 31, 2011, respectively)	5,734	38,130
Stockholders' deficit:
Preferred stock, $0.00001 par value, 10,000,000 shares authorized,10,000 shares of Series A issued and outstanding as of April 30, 2012 and October 31, 2011 and 69,000 shares of Series B issued and outstanding as of April 30, 2012 and October 31, 2011	1	1
Common stock, $0.00001 par value, 1,000,000,000 shares authorized, 28,132,081 and 25,782,081 shares issued and outstanding as of April 30, 2012 and October 31, 2011, respectively	281	258
Common stock to be issued	1	1
Additional paid-in capital	8,106,934	8,014,642
Deficit accumulated from November 1, 2007 (inception of development stage)	(3,354,996)	(3,061,341)
Accumulated deficit	(7,508,321)	(7,508,321)
Total stockholders' deficit	(2,756,100)	(2,554,760)
Total liabilities and stockholders' deficit	$ 1,007	$ 143,245

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Condensed Consolidated Statement of Stockholders' Deficit (Parenthetical)	12 Months Ended
	Oct. 31, 2011	Oct. 31, 2010	Oct. 31, 2009
Common stock to be issued to former officer, shares		15
Shares issued in satisfaction of fraction shares, reverse stock split	20		1,000

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Condensed Consolidated Statements of Cash Flows (USD $)	6 Months Ended		54 Months Ended
	Apr. 30, 2012	Apr. 30, 2011	Apr. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (293,655)	$ (391,699)	$ (3,354,996)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for services or claims		2,500	2,500
Depreciation and amortization			3,570
Loss on disposition of fixed assets			3,320
Beneficial conversion feature expense	30,645	86,390	688,155
Shares to be issued for officer's compensation			1
Shares issued for interest payment			68,250
Write off of other assets	49,000		49,000
Changes in operating assets and liabilities:
Decrease in prepaid expenses		975	2,000
Increase in other assets		(54,000)	(49,000)
Increase in due to officer		5,613
Increase in accounts payable and accrued expenses	140,772	104,959	861,865
Net cash used in operating activities	(73,238)	(180,501)	(1,037,301)
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from advance payable		10,000	111,000
Proceeds from notes payable		174,500	891,194
Proceeds from sale of stock	50,000		100,000
Payments of notes payable	(20,000)		(68,922)
Net cash provided by financing activities	30,000	184,500	1,033,272
Net (decrease) increase in cash and cash equivalents	(43,238)	3,999	(4,029)
Cash and cash equivalents - beginning of period	44,245	4,446	5,036
Cash and cash equivalents - end of period	1,007	8,445	1,007
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid
Income taxes paid
NON CASH INVESTING AND FINANCING ACTIVITIES:
Contribution of accrued salaries by former officers			394,679
Shares issued for services or claims		2,500	2,500
Exchange of advances payable for convertible note payable	91,000		91,000
Accrued expenses forgiven by former officer			1,666
Debt converted to equity	1,315	7,500	175,185
Services
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for services or claims		67,261	598,534
NON CASH INVESTING AND FINANCING ACTIVITIES:
Shares issued for services or claims		67,261	598,534
Legal Settlement
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for services or claims			92,000
NON CASH INVESTING AND FINANCING ACTIVITIES:
Shares issued for services or claims			$ 92,000

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Apr. 30, 2012	Oct. 31, 2011
Convertible notes payable, debt discount	$ 36,854	$ 0
Long term portion of convertible notes payable, debt discount	$ 85,266	$ 61,765
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, authorized	10,000,000	10,000,000
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	28,132,081	25,782,081
Common stock, shares outstanding	28,132,081	25,782,081
Series A Member
Preferred stock, issued	10,000	10,000
Preferred stock, outstanding	10,000	10,000
Series B Member
Preferred stock, issued	69,000	69,000
Preferred stock, outstanding	69,000	69,000

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Document and Entity Information	6 Months Ended
	Apr. 30, 2012	Jun. 19, 2012
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Apr. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Trading Symbol	TAEC
Entity Registrant Name	Todays Alternative Energy Corp
Entity Central Index Key	0001128581
Current Fiscal Year End Date	--10-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		28,132,081

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Condensed Consolidated Statements of Operations (USD $)	3 Months Ended		6 Months Ended		54 Months Ended
	Apr. 30, 2012	Apr. 30, 2011	Apr. 30, 2012	Apr. 30, 2011	Apr. 30, 2012
Expenses:
General and administrative expenses	$ 69,393	$ 123,146	$ 195,572	$ 245,308	$ 2,168,377
Total expenses	69,393	123,146	195,572	245,308	2,168,377
Loss from operations	(69,393)	(123,146)	(195,572)	(245,308)	(2,168,377)
Other expenses:
Beneficial conversion feature expense	(18,020)	(9,906)	(30,645)	(86,390)	(688,155)
Interest expense	(32,814)	(30,648)	(67,438)	(60,001)	(498,464)
Total other expenses	(50,834)	(40,554)	(98,083)	(146,391)	(1,186,619)
Net loss before provision for income taxes	(120,227)	(163,700)	(293,655)	(391,699)	(3,354,996)
Provision for income taxes
Net loss	$ (120,227)	$ (163,700)	$ (293,655)	$ (391,699)	$ (3,354,996)
Net loss per weighted average share - basic and diluted	$ 0.00	$ (0.06)	$ (0.01)	$ (0.16)
Weighted average number of shares - basic and diluted	28,132,081	2,807,532	27,976,312	2,523,779

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Apr. 30, 2012

COMMITMENTS AND CONTINGENCIES

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Operating Leases

In October 2010, the Company negotiated a 64 month lease agreement for a 14,833 square foot facility in San Antonio, Texas. The lease contains real estate tax and operating escalations and a termination option after the third year. Monthly rental payments start five months after completion of leasehold improvements to the facility and receipt of a certificate of occupancy. In June 2011, the landlord informed the Company of an approximately $100,000 increase in anticipated costs to build the manufacturing facility.  The Company rejected the landlord’s revised plans and does not plan to go forward with the lease on the present terms. The landlord objects to the Company’s rejection of the new lease terms and seeks to go forward with the lease.  In connection with terminating the facility project, the Company wrote off a $7,478 security deposit and a $41,522 development cost deposit.The Company is currently reviewing other options on how to proceed with growing the GEM products business.

Rent expense for the three and six months ended April 30, 2012 was $654 and $1,204, respectively. Rent expense for the three and six months ended April 30, 2011 was $0.

Lawsuit

On October 20, 2011, Indeglia & Carney (“Indeglia”) commenced an action in the Superior Court of California against the Company alleging causes of actions for breach of contract and account stated arising from legal fees allegedly owed Indeglia by the Company and seeking $132,111.52 plus prejudgment interest from the Company. On December 9, 2011, Indeglia filed a Request for Entry of Default with the Court. On March 5, 2012, the Company filed a Motion to set aside the Default and lodged its proposed Verified Answer and a proposed Cross Complaint. On March 8, 2012, the court also entered a default judgment. The Company then supplemented its motion to also seek that the default judgment be set aside. Hearing is set for August 17, 2012. The Company disputes the allegations of the complaint, opposes the Entry of Default and intends to vigorously defend the action.

Payroll taxes

At April 30, 2012, the Company is delinquent with remitting payroll taxes of $70,182, including estimated penalties and interest. The Company has recorded the delinquent payroll taxes, which are included in accrued expenses on the balance sheet. Although the Company has not entered into any formal repayment agreements with the respective tax authorities, management plans to make payment as funds become available. Penalties and interest amounts are subject to increase based on a number of factors that can cause the estimated liability to increase further.

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EQUITY TRANSACTIONS

6 Months Ended

Apr. 30, 2012

EQUITY TRANSACTIONS

NOTE 4 - EQUITY TRANSACTIONS

Common Stock

During the six months ended April 30, 2012, the Company issued 2,350,000 shares of common stock upon conversion of convertible promissory notes.

As of April 30, 2012 and October 31, 2011, there were 28,132,081 and 25,782,081 shares of Company common stock issued and outstanding, respectively.

Warrants and Options

During the six months ended April 30, 2012 and 2011, the Company did not issue any stock warrants or options.  As of April 30, 2012, no warrants or options are outstanding.

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SUBSEQUENT EVENTS

6 Months Ended

Apr. 30, 2012

SUBSEQUENT EVENTS

NOTE 6 – SUBSEQUENT EVENTS

Since April 30, 2012, a note holder submitted a request to convert $125 of accrued interest into 124,970 shares of Company common stock. As of the date of filing, the shares have not been issued.

On May 4, 2012, the Company sold and issued a convertible promissory note in the aggregate principal amount of $10,000 to an existing investor. The note matures on May 4, 2014 and accrues interest at an annual rate of ten percent (10%). The note is payable in full on the maturity date unless previously converted into shares of Company common stock at a conversion price of $0.0001 per share.

In June 2012, two existing note holders and an unrelated third party paid a total of $23,500 to certain vendors on behalf of the Company. Currently, there are no repayment terms.

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Condensed Consolidated Statement of Stockholders' Deficit (USD $)	Total USD ($)	Debt converted for shares USD ($)	Goods and Services Exchanged for Equity Instrument USD ($)	Legal Settlement USD ($)	Preferred Stock USD ($)	Preferred Stock Goods and Services Exchanged for Equity Instrument USD ($)	Preferred Stock Legal Settlement USD ($)	Preferred Stock Conversion of Series B shares for common shares	Common Stock USD ($)	Common Stock Debt converted for shares USD ($)	Common Stock Goods and Services Exchanged for Equity Instrument USD ($)	Common Stock Conversion of Series B shares for common shares USD ($)	Common Stock to be Issued USD ($)	Additional Paid in Capital USD ($)	Additional Paid in Capital Debt converted for shares USD ($)	Additional Paid in Capital Goods and Services Exchanged for Equity Instrument USD ($)	Additional Paid in Capital Legal Settlement USD ($)	Additional Paid in Capital Conversion of Series B shares for common shares USD ($)	Deficit Accumulated During the Development Stage USD ($)	Accumulated (Deficit) USD ($)
Beginning Balance at Oct. 31, 2007	$ (1,641,451)													$ 5,866,870						$ (7,508,321)
Beginning Balance (in shares) at Oct. 31, 2007									2,318
Stock Issued During Period Value Conversion Of Convertible Securities (in shares)										800
Stock Issued During Period Value Conversion Of Convertible Securities		106,560													106,560
Shares issued (in shares)						10,000					1,336
Shares issued			285,322			10										285,312
Beneficial conversion feature	(55,990)													(55,990)
Reclassification as a result of reincorporation					(10)									10
Net loss	(592,439)																		(592,439)
Ending Balance at Oct. 31, 2008	(1,897,998)													6,202,762					(592,439)	(7,508,321)
Ending Balance (in shares) at Oct. 31, 2008					10,000				4,454
Stock Issued During Period Value Conversion Of Convertible Securities (in shares)										1,319,750
Stock Issued During Period Value Conversion Of Convertible Securities		113,950								13					113,937
Shares issued (in shares)							92,000				6,555
Shares issued			66,818	92,000			1									66,818	91,999
Beneficial conversion feature	331,157													331,157
Shares issued in satisfaction of fraction shares resulting from reverse stock split									101
Net loss	(927,207)																		(927,207)
Ending Balance at Oct. 31, 2009	(2,221,280)				1				13					6,806,673					(1,519,646)	(7,508,321)
Ending Balance (in shares) at Oct. 31, 2009					102,000				1,330,860
Stock Issued During Period Value Conversion Of Convertible Securities (in shares)								(12,000)		400,250		51,989
Stock Issued During Period Value Conversion Of Convertible Securities		8,005								4		1			8,001			(1)
Shares issued (in shares)											385,455
Shares issued			135,000								4					134,996
Beneficial conversion feature	269,608													269,608
Contributed services by former officers	394,679													394,679
Accrued expenses forgiven by former officer	1,666													1,666
15 shares of common stock to be issued to former officer	1												1
Net loss	(833,129)																		(833,129)
Ending Balance at Oct. 31, 2010	(2,245,450)				1				22				1	7,615,622					(2,352,775)	(7,508,321)
Ending Balance (in shares) at Oct. 31, 2010					90,000				2,168,554
Stock Issued During Period Value Conversion Of Convertible Securities (in shares)								(11,000)		5,577,500		451,578
Stock Issued During Period Value Conversion Of Convertible Securities		11,805								56		4			11,749			(4)
Shares issued (in shares)											1,175,752
Shares issued			112,951								12					112,939
Common stock issued for cash and subscription receivable (in shares)									16,406,915
Common stock issued for cash and subscription receivable	100,000								164					99,836
Beneficial conversion feature	174,500													174,500
Shares issued in satisfaction of fraction shares resulting from reverse stock split									1,782
Net loss	(708,566)																		(708,566)
Ending Balance at Oct. 31, 2011	(2,554,760)				1				258				1	8,014,642					(3,061,341)	(7,508,321)
Ending Balance (in shares) at Oct. 31, 2011					79,000				25,782,081
Stock Issued During Period Value Conversion Of Convertible Securities (in shares)										2,350,000
Stock Issued During Period Value Conversion Of Convertible Securities		1,315								23					1,292
Beneficial conversion feature	91,000													91,000
Net loss	(293,655)																		(293,655)
Ending Balance at Apr. 30, 2012	$ (2,756,100)				$ 1				$ 281				$ 1	$ 8,106,934					$ (3,354,996)	$ (7,508,321)
Ending Balance (in shares) at Apr. 30, 2012					79,000				28,132,081

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CONVERTIBLE NOTES PAYABLE

6 Months Ended

Apr. 30, 2012

CONVERTIBLE NOTES PAYABLE

NOTE 3 – CONVERTIBLE NOTES PAYABLE

	April 30, 2012 (unaudited)			October 31, 2011
Convertible notes payable:
Convertible promissory note (a)	$	1,199,020		$	1,199,020
Convertible promissory note (b)		400			400
Convertible promissory note (c)		32,445			33,645
Convertible promissory note (d)		29,780			29,895
Convertible promissory note (e)		40,000			40,000
Convertible promissory note (f)		30,000			30,000
Convertible promissory note (g)		196,900			196,900
Convertible promissory note (h)		91,000			-
		1,619,545			1,529,860
Less: unamortized discount on debt		(122,120	)		(61,765	)
		1,497,425			1,468,095
Less: current portion		(1,491,691	)		(1,429,965	)
Long term debt	$	5,734		$	38,130

a) Under a loan agreements and corresponding secured convertible promissory notes dated November 29, 2006, the third party lender may, in its sole and absolute discretion, loan the Company up to an aggregate total of $2,000,000. In May 2008, the conversion price was amended to provide a fixed conversion price of $0.001 per share. In addition, the note holder cannot convert any principal or interest under the notes to the extent that such conversion would require the Company to issue shares of its common stock in excess of its authorized and unissued shares of common stock. Each note accrues interest at an annual rate of eight percent (8%) and is payable on demand.

b)	On July 14, 2009, an unrelated third party investor acquired an interest in the November 29, 2006 loan agreement from the existing lender, since which time the investor has made various conversions to the principal and interest outstanding.
c)	On May 26, 2010, unrelated third party investors acquired an interest in the November 29, 2006 loan agreement from the existing lender, since which time the investors have made various conversions to the principal and interest outstanding. During the six months ended April 30, 2012, the note holder converted $1,200 of note principal into 1,200,000 shares of Company common stock valued at $0.001 per share.
d)	On December 24, 2010, the Company sold and issued a convertible promissory note in the aggregate principal amount of $30,000 to an unrelated third party. The note matures on December 24, 2012 and accrues interest at an annual rate of ten percent (10%). The note is payable in full on the maturity date unless previously converted into shares of Company common stock at a conversion price of $0.0001 per share. The Company recognized and measured an aggregate of $30,000 of the proceeds, which is equal to the intrinsic value of the imbedded beneficial conversion feature, to additional paid in capital and a discount against the note issued, with the discount being amortized over the note’s two-year term. During the six months ended April 30, 2012, the note holder converted $115 of note principal into 1,150,000 shares of Company common stock valued at $0.0001 per share.

e)	On January 25, 2011, the Company sold and issued a convertible promissory note in the aggregate principal amount of $40,000 to an unrelated third party. The note matures on January 25, 2013 and accrues interest at an annual rate of ten percent (10%). The note is payable in full on the maturity date unless previously converted into shares of Company common stock at a conversion price of $0.0001 per share. The Company recognized and measured an aggregate of $40,000 of the proceeds, which is equal to the intrinsic value of the imbedded beneficial conversion feature, to additional paid in capital and a discount against the note issued, with the discount being amortized over the note’s two-year term.
f)	On February 25, 2011, the Company sold and issued a convertible promissory note in the aggregate principal amount of $30,000 to an unrelated third party. The note matures on February 25, 2013 and accrues interest at an annual rate of ten percent (10%). The note is payable in full on the maturity date unless previously converted into shares of Company common stock at a conversion price of $0.0001 per share. The Company recognized and measured an aggregate of $30,000 of the proceeds, which is equal to the intrinsic value of the imbedded beneficial conversion feature, to additional paid in capital and a discount against the note issued, with the discount being amortized over the note’s two-year term.
g)	On October 7, 2011, unrelated third party investors acquired an interest in the November 29, 2006 loan agreement from the existing lender, since which an investor has converted $3,100 of note principal outstanding into 3,100,000 shares of Company common stock.

h) On March 15, 2012, an unrelated third party investor acquired an interest in the Company’s advances payable from the existing lender and the Company converted $91,000 of the advances payable into a convertible note.  The note matures on March 15, 2014 and accrues interest at an annual rate of ten percent (10%). The note is payable in full on the maturity date unless previously converted into shares of Company common stock at a conversion price of $0.0001 per share. The Company recognized and measured an aggregate of $91,000 of the convertible notes payable, which is equal to the intrinsic value of the imbedded amended beneficial conversion feature, to additional paid in capital and a debt discount against the note issued, with the discount being amortized over the note’s two-year term.

Beneficial conversion feature expenses of $18,020 and $30,645 were recorded in the three and six months ended April 30, 2012, respectively and $688,155 was recorded from November 1, 2007 (the inception of development stage) through April 30, 2012, all of which were attributed to these loan agreements.

Beneficial conversion feature expenses of $9,906 and $86,390 were recorded in the three and six months ended April 30, 2011, respectively and $631,165 was recorded from November 1, 2007 (the inception of development stage) through April 30, 2011, all of which were attributed to these loan agreements.