Cover
Cover - shares | 6 Months Ended | |
Jul. 31, 2021 | Sep. 20, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jul. 31, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --01-31 | |
Entity File Number | 000-50071 | |
Entity Registrant Name | LIBERTY STAR URANIUM & METALS CORP. | |
Entity Central Index Key | 0001172178 | |
Entity Tax Identification Number | 90-0175540 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 2 East Congress Street Ste. 900 | |
Entity Address, City or Town | Tucson | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85701 | |
City Area Code | 520 | |
Local Phone Number | 425-1433 | |
Title of 12(b) Security | Common | |
Trading Symbol | LBSR | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,150,635 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2021 | Jan. 31, 2021 |
Current: | ||
Cash and cash equivalents | $ 71,913 | $ 6,718 |
Prepaid expenses | 7,404 | 4,815 |
Total current assets | 79,317 | 11,533 |
Property and equipment, net | 30,639 | 33,556 |
Total assets | 109,956 | 45,089 |
Liabilities and Stockholders’ Deficit | ||
Accounts payable and accrued liabilities | 475,794 | 467,957 |
Accounts payable to related parties | 51,119 | 51,119 |
Accrued wages to related parties | 811,711 | 811,711 |
Advances from related party | 314,742 | 301,077 |
Notes payable to related parties | 304,446 | 283,271 |
Convertible promissory note, net of unamortized debt discount of $4,547 and $7,642 | 113,696 | 87,969 |
Total current liabilities | 2,071,508 | 2,003,104 |
Long-term: | ||
Long-term accounts payable, net of current portion | 6,300 | 20,300 |
Long-term debt - SBA | 66,408 | 33,162 |
Total long-term liabilities | 72,708 | 53,462 |
Total liabilities | 2,144,216 | 2,056,566 |
Commitments and Contingencies (Note 10) | ||
Stockholders’ deficit: | ||
Common stock value | 102 | 99 |
Common stock to be issued | 15,000 | |
Additional paid-in capital | 55,710,395 | 55,503,564 |
Accumulated deficit | (57,744,758) | (57,530,141) |
Total stockholders’ deficit | (2,034,260) | (2,011,477) |
Total liabilities and stockholders’ deficit | 109,956 | 45,089 |
Common Class A [Member] | ||
Stockholders’ deficit: | ||
Common stock value | $ 1 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jul. 31, 2021 | Jan. 31, 2021 |
Convertible promissory note, debt discount | $ 4,547 | $ 7,642 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 24,800,000 | 24,800,000 |
Common stock, shares issued | 10,150,635 | 9,902,052 |
Common stock, shares outstanding | 10,150,635 | 9,902,052 |
Common Class A [Member] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 200,000 | 0 |
Common stock, shares issued | 102,000 | |
Common stock, shares outstanding | 102,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Expenses: | ||||
Geological and geophysical costs | 4,802 | 51,593 | 6,561 | 54,551 |
Salaries and benefits | 37,197 | 33,971 | 73,756 | 71,721 |
Public relations | 4,533 | 4,533 | ||
Depreciation | 1,459 | 1,673 | 2,917 | 3,347 |
Legal | 6,504 | 44,936 | 26,451 | 95,472 |
Professional services | 23,745 | 23,477 | 44,082 | 43,433 |
General and administrative | 24,902 | 13,704 | 38,294 | 33,665 |
Travel | 640 | 439 | ||
Net operating expenses | 103,142 | 169,354 | 197,234 | 302,628 |
Loss from operations | (103,142) | (169,354) | (197,234) | (302,628) |
Other income (expense): | ||||
Interest expense | (56,189) | (61,199) | (94,373) | (166,702) |
Gain (loss) on change in fair value of derivative liability | 26,338 | (94,667) | 76,990 | (39,631) |
Total other income (expense) | (29,851) | (155,866) | (17,383) | (206,333) |
Net loss | $ (132,993) | $ (325,220) | $ (214,617) | $ (508,961) |
Net loss per share of common stock - basic and diluted | $ (0.01) | $ (0.03) | $ (0.02) | $ (0.05) |
Weighted average number of shares of common stock outstanding - basic and diluted | 10,244,049 | 9,769,606 | 10,144,455 | 9,488,417 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Class A Common Stock [Member] | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jan. 31, 2020 | $ 91 | $ 55,074,257 | $ (56,780,396) | $ (1,706,048) | ||
Beginning Balance, shares at Jan. 31, 2020 | 9,116,725 | |||||
Issuance of common stock and warrants in private placement | $ 1 | 20,598 | 20,599 | |||
Issuance of common stock and warrants in private placement, shares | 54,000 | |||||
Shares issued for conversion of notes | $ 4 | 106,796 | 106,800 | |||
Shares issued for conversion of notes, shares | 390,481 | |||||
Reclass of APIC to derivative liabilities for tainted warrants | (189,472) | (189,472) | ||||
Resolution of derivative liabilities due to debt conversions | 106,514 | 106,514 | ||||
Net loss | (508,961) | (508,961) | ||||
Ending balance, value at Apr. 30, 2020 | $ 96 | 55,118,693 | (57,289,357) | (2,170,568) | ||
Ending Balance, shares at Apr. 30, 2020 | 9,561,206 | |||||
Beginning balance, value at Jan. 31, 2020 | $ 91 | 55,074,257 | (56,780,396) | (1,706,048) | ||
Beginning Balance, shares at Jan. 31, 2020 | 9,116,725 | |||||
Net loss | (508,961) | |||||
Ending balance, value at Jul. 31, 2020 | $ 1 | $ 99 | 55,543,400 | (57,614,577) | (2,071,078) | |
Ending Balance, shares at Jul. 31, 2020 | 102,000 | 9,899,644 | ||||
Beginning balance, value at Apr. 30, 2020 | $ 96 | 55,118,693 | (57,289,357) | (2,170,568) | ||
Beginning Balance, shares at Apr. 30, 2020 | 9,561,206 | |||||
Class A Shares issued to settle related party advances and notes payable | $ 1 | 49,061 | 49,062 | |||
Class A Shares issued to settle related party advances and notes payable, shares | 102,000 | |||||
Shares issued for conversion of notes | $ 2 | 63,058 | 63,060 | |||
Shares issued for conversion of notes, shares | 195,581 | |||||
Shares issued for services | $ 1 | 49,999 | 49,999 | |||
Shares issued for services, shares | 142,857 | |||||
Resolution of derivative liabilities due to debt conversions | 262,589 | 262,589 | ||||
Net loss | (325,220) | (325,220) | ||||
Ending balance, value at Jul. 31, 2020 | $ 1 | $ 99 | 55,543,400 | (57,614,577) | (2,071,078) | |
Ending Balance, shares at Jul. 31, 2020 | 102,000 | 9,899,644 | ||||
Beginning balance, value at Jan. 31, 2021 | $ 1 | $ 99 | 15,000 | 55,503,564 | (57,530,141) | (2,011,477) |
Beginning Balance, shares at Jan. 31, 2021 | 102,000 | 9,902,052 | ||||
Issuance of common stock and warrants in private placement | $ 1 | (15,000) | 122,099 | 107,100 | ||
Issuance of common stock and warrants in private placement, shares | 116,230 | |||||
Shares issued for conversion of notes | $ 1 | 26,999 | 27,000 | |||
Shares issued for conversion of notes, shares | 33,881 | |||||
Reclass of APIC to derivative liabilities for tainted warrants | (293,528) | (293,528) | ||||
Resolution of derivative liabilities due to debt conversions | 17,406 | 17,406 | ||||
Net loss | (81,624) | (81,624) | ||||
Ending balance, value at Apr. 30, 2021 | $ 1 | $ 101 | 55,376,540 | (57,611,765) | (2,235,123) | |
Ending Balance, shares at Apr. 30, 2021 | 102,000 | 10,052,163 | ||||
Beginning balance, value at Jan. 31, 2021 | $ 1 | $ 99 | 15,000 | 55,503,564 | (57,530,141) | (2,011,477) |
Beginning Balance, shares at Jan. 31, 2021 | 102,000 | 9,902,052 | ||||
Net loss | (214,617) | |||||
Ending balance, value at Jul. 31, 2021 | $ 1 | $ 102 | 55,710,395 | (57,744,758) | (2,034,260) | |
Ending Balance, shares at Jul. 31, 2021 | 102,000 | 10,150,635 | ||||
Beginning balance, value at Apr. 30, 2021 | $ 1 | $ 101 | 55,376,540 | (57,611,765) | (2,235,123) | |
Beginning Balance, shares at Apr. 30, 2021 | 102,000 | 10,052,163 | ||||
Shares issued for conversion of notes | $ 1 | 69,899 | 69,900 | |||
Shares issued for conversion of notes, shares | 98,472 | |||||
Resolution of derivative liabilities due to debt conversions | 263,956 | 263,956 | ||||
Net loss | (132,993) | (132,993) | ||||
Ending balance, value at Jul. 31, 2021 | $ 1 | $ 102 | $ 55,710,395 | $ (57,744,758) | $ (2,034,260) | |
Ending Balance, shares at Jul. 31, 2021 | 102,000 | 10,150,635 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (214,617) | $ (508,961) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 2,917 | 3,347 |
Amortization of debt discounts | 73,551 | 155,364 |
Expenses paid by related parties | 22,376 | 89,958 |
Gain (loss) on change in fair value of derivative liabilities | (76,990) | 39,631 |
Common shares issued for third party services | 50,000 | |
Changes in assets and liabilities: | ||
Prepaid expenses | (2,589) | (1,177) |
Accounts payable and accrued expenses | (6,162) | (3,423) |
Accrued interest | 17,112 | 11,151 |
Cash flows used in operating activities: | (184,402) | (164,110) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 32,497 | 62,974 |
Cash advance from related party | 10,000 | |
Proceeds from notes payable, related parties | 55,000 | |
Proceeds from convertible promissory notes | 110,000 | |
Proceeds from the issuance of common stock and warrants | 105,000 | 20,599 |
Proceeds from exercise of warrants | 2,100 | |
Net cash provided by financing activities | 249,597 | 148,573 |
Increase in cash and cash equivalents | 65,195 | (15,537) |
Cash and cash equivalents, beginning of period | 6,718 | 25,024 |
Cash and cash equivalents, end of period | 71,913 | 9,487 |
Supplemental disclosure of cash flow information: | ||
Income tax paid | ||
Interest paid | ||
Supplemental disclosure of non-cash items: | ||
Resolution of derivative liabilities due to debt conversions and untainted warrants | 281,361 | 369,103 |
Reclass of APIC to derivative liabilities for tainted warrants | 293,528 | 189,472 |
Debt discounts due to derivative liabilities | 64,823 | 140,000 |
Common stock issued for conversion of debt and interest | 96,900 | 169,860 |
Class A Common Stock issued for conversion of related party advances and notes payable | 49,062 | |
Expenses paid by related party on behalf of the Company | $ 22,376 | $ 89,958 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | NOTE 1 – Basis of Presentation The condensed consolidated financial statements included herein have been prepared by Liberty Star Uranium & Metals Corp. (the “Company”, “we”, “our”) without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and should be read in conjunction with our annual report on Form 10-K for the year ended January 31, 2021 as filed with the SEC under the Securities and Exchange Act of 1934 (the “Exchange Act”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, as permitted by the SEC, although we believe the disclosures which are made are adequate to make the information presented not misleading. The condensed consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at July 31, 2021 and the results of our operations and cash flows for the periods presented. Interim results are subject to significant seasonal variations and the results of operations for the three and six months ended July 31,2021 are not necessarily indicative of the results to be expected for the full year. Reverse Stock Split On November 24, 2020, the Company filed a Certificate of Change with the Secretary of the State of Nevada to affect a 1-for-500 reverse stock split (the “Reverse Stock Split”). The Reverse Stock Split was formally processed by FINRA effective on February 25, 2021, and the Company’s common stock began trading on a split-adjusted basis on February 25, 2021. Prior to the effective date of the Certificate of Change, the Company was authorized to issue 6,150,000,000 12,300,000 Prior to the effective date of the Certificate of Change, the Company was authorized to issue 100,000,000 200,000 51,000,000 All references to common shares and common share data in these condensed consolidated financial statements and elsewhere in this Form 10-Q reflect the Reverse Stock Split. |
Going concern
Going concern | 6 Months Ended |
Jul. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going concern | NOTE 2 – Going concern The Company has incurred losses from operations and requires additional funds for further exploratory activity and to maintain its claims prior to attaining a revenue generating status. There are no assurances that a commercially viable mineral deposit exists on any of our properties. In addition, the Company may not find sufficient ore reserves to be commercially mined. As such, there is substantial doubt about the Company’s ability to continue as a going concern. Management is working to secure additional funds through the exercise of stock warrants already outstanding, equity financings, debt financings or joint venture agreements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 – Summary of Significant Accounting Policies Fair Value ASC 820 Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services. Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort. Schedule of Fair Value of Financial Instruments Fair value measurements at reporting date using: Description Fair Value Quoted prices in Significant Significant Warrant and convertible note derivative liability at July 31, 2021 $ - - - $ - Warrant and convertible note derivative liability at January 31, 2021 $ - - - $ - Our financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable, accrued liabilities, notes payable, convertible notes payable, and derivative liability. It is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from these financial instruments. With the exception of the derivative liability, the fair value of these financial instruments approximates their carrying values based on their short maturities or for long-term debt based on borrowing rates currently available to us for loans with similar terms and maturities. Gains and losses recognized on changes in estimated fair value of the derivative liability are reported in other income (expense) as gain (loss) on change in fair value of derivative liability. |
Related party transactions
Related party transactions | 6 Months Ended |
Jul. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | NOTE 4 – Related party transactions Our CEO, Brett Gross, was elected as President and Chief Executive Officer on December 7, 2018, and received no compensation for these services during the three and six months ended July 31,2021 and 2020. Advances From October 2019 through July 31, 2021, our CEO, Brett Gross, made various payments on behalf of the Company totaling $ 161,977 , and advanced the Company $ 62,000 in cash, all of which are reflected as advances from related party on the accompanying condensed consolidated balance sheets. The total advances were $ 314,742 and $ 301,077 as of July 31, 2021 and January 31, 2021, respectively, bear no interest and have no specified repayment date. Notes Payable During the six months ended July 31, 2021, the note principal increased $ 5,000 291,577 July 31, 2021 The Company has a note payable of $ 10,000 September 17, 2019 10 As of July 31, and January 31, 2021, the total balance of all related party notes payable above was $ 304,446 and $ 283,271 , respectively, which includes accrued interest of $ 48,533 and $ 36,070 , respectively. Accrued Wages As of July 31, and January 31, 2021, we had a balance of accrued unpaid wages of $ 759,949 to James Briscoe, our former Chairman of the Board, CEO, Chief Geologist, Secretary, Treasurer, and President. Additionally, we had a balance of accrued unpaid wages of $ 15,625 to a former President and $ 36,137 to Patricia Madaris, VP Finance & CFO. Accounts Payable As of July 31, and January 31, 2021, we had an aggregate balance due of approximately $ 167,000 on credit cards guaranteed by James Briscoe reflected in accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets. As of July 31, and January 31, 2021, we had accounts payable to JABA (controlled by James Briscoe) of $ 34,798 , which is reflected as accounts payable to related party on the accompanying condensed consolidated balance sheets. As of July 31, and January 31, 2021, we had a balance of $ 16,321 due to the spouse of James Briscoe. |
Stock options
Stock options | 6 Months Ended |
Jul. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock options | NOTE 5 – Stock options Qualified and Non-qualified incentive stock options outstanding at July 31, 2021 are as follows: Schedule of Stock Options Activity Weighted Number of exercise options price per share Outstanding, January 31, 2021 146,000 $ 3.019 Granted - - Expired - - Exercised - - Outstanding, July 31, 2021 146,000 $ 3.019 Exercisable, July 31, 2021 146,000 $ 3.019 These options had a weighted average remaining life of 7.12 0 During the six months ended July 31, 2021 and 2020, we recognized $ 0 0 |
Warrants
Warrants | 6 Months Ended |
Jul. 31, 2021 | |
Warrants | |
Warrants | NOTE 6 – Warrants As of July 31, 2021, there were 449,281 1.97 2.101 40,619 Stock warrants outstanding at July 31, 2021 are as follows: Schedule of Stock Warrants Outstanding Weighted average Number of warrants exercise Outstanding, January 31, 2021 400,166 $ 2.155 Issued 55,115 1.524 Expired - - Exercised (6,000 ) 0.350 Outstanding, July 31, 2021 449,281 $ 2.101 Exercisable, July 31, 2021 449,281 $ 2.101 During the six months ended July 31, 2021, the Company issued 55,115 three 1.426 1.646 As of June 17, 2021, the Company extended all warrants issued by the Company which expired or will expire during the year 2021. These warrants are extended for an additional three years. All other terms of the warrants remain unchanged, including application of the reverse split effective on February 25, 2021. |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Jul. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 7 – Derivative Liabilities The embedded conversion feature in the convertible debt instruments that the Company issued (See Note 8), that became convertible during the six months ended July 31, 2021, qualified it as a derivative instrument since the number of shares issuable under the note is indeterminate based on guidance in FASB ASC 815, Derivatives and Hedging. These convertible notes tainted all other equity linked instruments including outstanding warrants and fixed rate convertible debt on the date that the instrument became convertible. The valuation of the derivative liability of the warrants was determined through the use of a Monte Carlo options model that values the liability of the warrants based on a risk-neutral valuation where the price of the option is its discounted expected value. The technique applied generates a large number of possible (but random) price paths for the underlying common stock via simulation, and then calculates the associated exercise value (i.e. “payoff”) of the option for each path. These payoffs are then averaged and discounted to a current valuation date resulting in the fair value of the option. The valuation of the derivative liability attached to the convertible debt was arrived at through the use of a Monte Carlo model that values the derivative liability within the notes. The technique applied generates a large number of possible (but random) price paths for the underlying (or underlyings) via simulation, and then calculates the associated payment value (cash, stock, or warrants) of the derivative features. The price of the underlying common stock is modeled such that it follows a geometric Brownian motion with constant drift, and elastic volatility (increasing as stock price decreases). The stock price is determined by a random sampling from a normal distribution. Since the underlying random process is the same, for enough price paths, the value of the derivative is derived from path dependent scenarios and outcomes. The features in the notes that were analyzed and incorporated into the model included the conversion features with the reset provisions, the call/redemption/prepayment options, and the default provisions. Based on these features, there are six primary events that can occur; payments are made in cash; payments are made with stock; the note holder converts upon receiving a redemption notice; the note holder converts the note; the issuer redeems the note; or the Company defaults on the note. The model simulates the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. stock price, conversion price, etc.). Probabilities were assigned to each variable such as redemption likelihood, default likelihood, and timing and pricing of reset events over the remaining term of the notes based on management projections. This led to a cash flow simulation over the life of the note. A discounted cash flow for each simulation was completed, and it was compared to the discounted cash flow of the note without the embedded features, thus determining a value for the derivative liability. Key inputs and assumptions used to value the convertible note when it became convertible and upon settlement, and warrants upon tainting, were as follows: ● The stock projections are based on the historical volatilities for each date. These volatilities were in the 59.6 202.9 ● An event of default would not occur during the remaining term of the note; ● Conversion of the notes to stock would be completed monthly after any holding period and would be limited based on: 5% of the last 6 months average trading volume and the ownership limit identified in the contract assuming the underlying number of common shares increases at 1% per month. ● The effective discount was determined based on the historical trading history of the Company based on the specific pricing mechanism in each note; ● The Company would not have funds available to redeem the notes during the remaining term of the convertible notes; ● Discount rates were based on risk free rates in effect based on the remaining term and date of each valuation and instrument. ● The Holder would exercise the warrant at maturity if the stock price was above the exercise price; ● The Holder would exercise the warrant after any holding period prior to maturity at target prices starting at 2 times the exercise price for the Warrants or higher subject to monthly limits of: 5% of the last 6 months average trading volume increasing by 1% per month and the ownership limit identified in the contract assuming the underlying number of common shares increases at 1% per month. Using the results from the model, the Company recorded a derivative liability during the six months ended July 31,2021 of $ 293,528 64,823 0 64,823 64,823 0 During the six months ended July 31,2021, the Company recorded a reclassification from derivative liability to equity of $ 0 281,361 76,990 During the six months ended July 31, 2020, the Company recorded a reclassification from derivative liability to equity of $ 189,518 179,585 39,631 The Company did not have a derivative liability as of July 31, 2001, or January 31, 2021, since outstanding convertible notes were not convertible at period end or were fully converted during the period and consequently, the outstanding warrants were no longer tainted. The following table sets forth a reconciliation of changes in the fair value of the Company’s derivative liability: Schedule of Changes in Fair Value of Derivative Liabilities Six months ended July 31, 2021 2020 Beginning balance $ - $ - Total (gain) loss (76,990 ) 39,631 Settlements (281,361 ) (369,103 ) Additions recognized as debt discount 64,823 140,000 Additions due to tainted warrants 293,528 189,472 Ending balance $ - $ - Change in unrealized (gain) loss included in earnings relating to derivatives $ (76,990 ) $ 39,631 |
Long-term debt and convertible
Long-term debt and convertible promissory notes | 6 Months Ended |
Jul. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term debt and convertible promissory notes | NOTE 8 – Long-term debt and convertible promissory notes Following is a summary of convertible promissory notes: Summary of Convertible Promissory Notes July 31, 2021 January 31, 2021 8 October 2020 September 2021 $ - $ 95,611 8 April 2021 April 2022 64,325 - 8 May 2021 May 2022 53,918 - Convertible note payable 118,243 95,611 Less debt discount (4,547 ) (7,642 ) Less current portion of convertible notes (113,696 ) (87,969 ) Long-term convertible notes payable $ - $ - On October 28, 2020, we received net proceeds of $ 82,000 8 8,500 3,000 September 1, 2021 180 75 10 96,900 132,353 0 On April 26, 2021, we received net proceeds of $ 60,000 8 3,000 April 23, 2022 180 75 10 On May 11, 2021, we issued a convertible note in the aggregate principal amount of $ 53,000 8 3,000 May 11, 2022 180 75 10 During the six months ended July 31, 2021 and 2020, the Company recorded debt discounts of $ 64,823 140,000 6,000 0 73,551 155,364 Notes Payable On June 22, 2020, the Company received loan proceeds of $ 32,300 100 3.75 30 158 June 18, 2021 June 18, 2023 On February 16, 2021, the Company received loan proceeds of $ 32,497 1 5 December 16, 2021 The balance of these two notes total $ 66,408 1,511 |
Stockholders_ deficit
Stockholders’ deficit | 6 Months Ended |
Jul. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ deficit | NOTE 9 – Stockholders’ deficit Common Stock Our undesignated common shares are all of the same class, are voting and entitle stockholders to receive dividends as defined. Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets or any dividends that may be declared. On March 5, 2021, the Company issued 6,000 2,100 0.35 On March 26, 2021, the Company issued 17,006 8,503 20,000 1.176 three 1.646 In March 2021, the Company issued 49,412 24,706 55,000 1.113 three 1.558 On April 2, 2021, the Company issued 9,818 4,909 10,000 1.019 three 1.426 On April 23, 2021, the Company issued 15,049 12,000 0.797 On April 27, 2021, the Company issued 18,832 15,000 0.797 On April 30, 2021, the Company received proceeds of $ 20,000 19,268 9,634 1.038 three 1.453 In May 2021, the Company issued a total of 98,472 69,900 0.699 0.743 Reverse Stock Split On November 24, 2020, the Company filed a Certificate of Change with the Secretary of the State of Nevada to affect a 1-for-500 reverse stock split (the “Reverse Stock Split”). The Reverse Stock Split was formally processed by FINRA effective on February 25, 2021, and the Company’s common stock began trading on a split-adjusted basis on February 25, 2021. Prior to the effective date of the Certificate of Change, the Company was authorized to issue 6,150,000,000 12,300,000 Prior to the effective date of the Certificate of Change, the Company was authorized to issue 100,000,000 200,000 102,000 2,408 All references to common shares and common share data in these unaudited condensed consolidated financial statements and elsewhere in this Form 10-Q as of July 31, 2021, and for the three and six months ended July 31, 2021, and 2020, reflect the Reverse Stock Split. |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jul. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | NOTE 10 – Commitments and contingencies Legal Matter On August 22, 2019 (and amended on December 23, 2019), the Company filed a complaint with the Superior Court of Arizona (Case No. C20194139), demanding the titles and possession of certain vehicles and equipment of the Company from our former CEO, as well as seeking recovery of damages from the former CEO in an amount of not less than $ 50,000 . None of the vehicles and equipment, individually or in total, have any material net book value (being fully depreciated) as of July 31, 2021, or January 31, 2021. The matter is ongoing as of the date of this filing. On February 18, 2020, our former CEO and his spouse (the “Counterclaimants”) filed a First Amended Answer: First Amended Complaint and Counterclaim with the Superior Court of Arizona seeking dismissal of the Company’s complaint and reimbursement of Counterclaimants’ attorney fees incurred related to the matter. Additionally, the counterclaim alleges breach of contract by the Company and requests reimbursement of amounts loaned to the Company by our former CEO and his spouse, along with reimbursement of attorney fees. The Company believes these counterclaims are without merit and is aggressively defending them and believes no unfavorable outcome or material effect on our condensed consolidated financial statements will result. |
Subsequent events
Subsequent events | 6 Months Ended |
Jul. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | NOTE 11 – Subsequent events OTCQB Venture Market On August 6, 2021, the Company announced the OTC Markets Group Inc. approved the Company to trade as LBSR on the OTCQB Venture Market, designed for developing and entrepreneurial companies in the U.S. and abroad. Trading on the OTCQB began August 06, 2021. Authorized Shares Amendment On August 10, 2021, the Company’s Board of Directors (the “Board”) unanimously approved, and recommended for shareholder approval, the Amendment in order to increase the number of authorized shares of the Company’s common stock. The record date established by the Board for purposes of determining the number of outstanding shares of voting stock entitled to vote on the Amendment was August 11, 2021 (the “Record Date”). The Company currently has a total of 12,300,000 200,000 12,300,000 24,800,000 200,000 Pursuant to NRS 78.390, amendments to the Company’s Articles of Incorporation must be approved by a majority of the Company’s stockholders. In order to obtain stockholder approval for the Amendment, we could have convened a special meeting of the stockholders for the specific purpose of voting on such matter. However, NRS 78.320(2) provides than any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power. In order to eliminate the costs and management time involved in holding a meeting and obtaining proxies and in order to effect the Amendment as early as possible in order to accomplish the purposes of the Amendment, the Board elected to utilize the written consent option of the holders of a majority of the outstanding shares of our common stock, as provided by Nevada law. The Company has two classes of stock authorized, Class A Stock and Common Stock. As of the Record Date, the Company had 10,150,635 102,000 Each share of Common Stock is entitled to 1 vote each share of Class A Stock is entitled to 200 votes 66.77 Pursuant to the rules and regulations promulgated by the SEC under the Exchange Act, an Information Statement must be sent to the holders of voting stock who did not sign the Written Consent at least 20 days prior to the effective date of any corporate action taken or authorized pursuant to the consent of the Company’s stockholders. These Information Statements were sent by the Company on September 10, 2021. Purchase Agreement with Triton Funds LP On August 20, 2021, the Company executed a $ 1,000,000 1,000,000 1,000,000 It may require Triton to purchase not less than $ 25,000 250,000 5 years 1,000,000 20,000,000 The Registration Statement was declared effective by the Securities and Exchange Commission on September 13, 2021. On September 14, 2021, the Company issued a total of 490,196 250,000 0.51 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
Fair Value | Fair Value ASC 820 Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services. Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort. Schedule of Fair Value of Financial Instruments Fair value measurements at reporting date using: Description Fair Value Quoted prices in Significant Significant Warrant and convertible note derivative liability at July 31, 2021 $ - - - $ - Warrant and convertible note derivative liability at January 31, 2021 $ - - - $ - Our financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable, accrued liabilities, notes payable, convertible notes payable, and derivative liability. It is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from these financial instruments. With the exception of the derivative liability, the fair value of these financial instruments approximates their carrying values based on their short maturities or for long-term debt based on borrowing rates currently available to us for loans with similar terms and maturities. Gains and losses recognized on changes in estimated fair value of the derivative liability are reported in other income (expense) as gain (loss) on change in fair value of derivative liability. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Financial Instruments | Schedule of Fair Value of Financial Instruments Fair value measurements at reporting date using: Description Fair Value Quoted prices in Significant Significant Warrant and convertible note derivative liability at July 31, 2021 $ - - - $ - Warrant and convertible note derivative liability at January 31, 2021 $ - - - $ - |
Stock options (Tables)
Stock options (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Options Activity | Qualified and Non-qualified incentive stock options outstanding at July 31, 2021 are as follows: Schedule of Stock Options Activity Weighted Number of exercise options price per share Outstanding, January 31, 2021 146,000 $ 3.019 Granted - - Expired - - Exercised - - Outstanding, July 31, 2021 146,000 $ 3.019 Exercisable, July 31, 2021 146,000 $ 3.019 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Warrants | |
Schedule of Stock Warrants Outstanding | Stock warrants outstanding at July 31, 2021 are as follows: Schedule of Stock Warrants Outstanding Weighted average Number of warrants exercise Outstanding, January 31, 2021 400,166 $ 2.155 Issued 55,115 1.524 Expired - - Exercised (6,000 ) 0.350 Outstanding, July 31, 2021 449,281 $ 2.101 Exercisable, July 31, 2021 449,281 $ 2.101 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Changes in Fair Value of Derivative Liabilities | The following table sets forth a reconciliation of changes in the fair value of the Company’s derivative liability: Schedule of Changes in Fair Value of Derivative Liabilities Six months ended July 31, 2021 2020 Beginning balance $ - $ - Total (gain) loss (76,990 ) 39,631 Settlements (281,361 ) (369,103 ) Additions recognized as debt discount 64,823 140,000 Additions due to tainted warrants 293,528 189,472 Ending balance $ - $ - Change in unrealized (gain) loss included in earnings relating to derivatives $ (76,990 ) $ 39,631 |
Long-term debt and convertibl_2
Long-term debt and convertible promissory notes (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Convertible Promissory Notes | Following is a summary of convertible promissory notes: Summary of Convertible Promissory Notes July 31, 2021 January 31, 2021 8 October 2020 September 2021 $ - $ 95,611 8 April 2021 April 2022 64,325 - 8 May 2021 May 2022 53,918 - Convertible note payable 118,243 95,611 Less debt discount (4,547 ) (7,642 ) Less current portion of convertible notes (113,696 ) (87,969 ) Long-term convertible notes payable $ - $ - |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - shares | Nov. 24, 2020 | Jul. 31, 2021 | Feb. 24, 2021 | Jan. 31, 2021 | Nov. 23, 2020 |
Affiliate, Collateralized Security [Line Items] | |||||
Stockholders' Equity, Reverse Stock Split | On November 24, 2020, the Company filed a Certificate of Change with the Secretary of the State of Nevada to affect a 1-for-500 reverse stock split (the “Reverse Stock Split”). | On November 24, 2020, the Company filed a Certificate of Change with the Secretary of the State of Nevada to affect a 1-for-500 reverse stock split (the “Reverse Stock Split”). The Reverse Stock Split was formally processed by FINRA effective on February 25, 2021, and the Company’s common stock began trading on a split-adjusted basis on February 25, 2021. | |||
Common stock, shares authorized | 12,300,000 | 24,800,000 | 24,800,000 | 6,150,000,000 | |
Common stock, shares outstanding | 10,150,635 | 9,902,052 | |||
Common Class A [Member] | |||||
Affiliate, Collateralized Security [Line Items] | |||||
Common stock, shares authorized | 200,000 | 200,000 | 0 | 100,000,000 | |
Common stock, shares outstanding | 102,000 | 102,000 | 51,000,000 |
Schedule of Fair Value of Finan
Schedule of Fair Value of Financial Instruments (Details) - USD ($) | Jul. 31, 2021 | Jan. 31, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant and convertible note derivative liability | ||
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant and convertible note derivative liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant and convertible note derivative liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrant and convertible note derivative liability |
Related party transactions (Det
Related party transactions (Details Narrative) - USD ($) | Jul. 31, 2021 | Sep. 17, 2018 | Jul. 31, 2021 | Jan. 31, 2021 |
Related Party Transaction [Line Items] | ||||
Due to related party | $ 304,446 | $ 304,446 | $ 283,271 | |
Due to Officers or Stockholders, Current | 314,742 | 314,742 | 301,077 | |
Notes payable to related party | 304,446 | 304,446 | 283,271 | |
Interest Payable | 48,533 | 48,533 | 36,070 | |
Employee-related Liabilities, Current | 811,711 | 811,711 | 811,711 | |
James Briscoe [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument, maturity date | Sep. 17, 2019 | |||
Notes payable to related party | $ 10,000 | |||
Debt instrument, interest rate | 10.00% | |||
Employee-related Liabilities, Current | 759,949 | |||
James Briscoe [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related party | 167,000 | |||
James Briscoe [Member] | Accounts Payable [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related party | 34,798 | |||
Former President [Member] | ||||
Related Party Transaction [Line Items] | ||||
Employee-related Liabilities, Current | 15,625 | |||
Patricia Madaris, CFO [Member] | ||||
Related Party Transaction [Line Items] | ||||
Employee-related Liabilities, Current | 36,137 | |||
Spouse of James Briscoe [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related party | $ 16,321 | |||
CEO [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related party | 161,977 | 161,977 | ||
Due to Officers or Stockholders, Current | 62,000 | 62,000 | ||
Director [Member] | Promissory Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Increase in debt principal amount | 5,000 | |||
Two Directors [Member] | Promissory Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to related party | $ 291,577 | $ 291,577 | ||
Debt instrument, maturity date | Jul. 31, 2021 |
Schedule of Stock Options Activ
Schedule of Stock Options Activity (Details) | 6 Months Ended |
Jul. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of options, Outstanding | shares | 146,000 |
Weighted average exercise price per share, Outstanding | $ / shares | $ 3.019 |
Number of options, Granted | shares | |
Weighted average exercise price per share, Granted | $ / shares | |
Number of options, Expired | shares | |
Weighted average exercise price per share, Expired | $ / shares | |
Number of options, Exercised | shares | |
Weighted average exercise price per share, Exercised | $ / shares | |
Number of options, Outstanding | shares | 146,000 |
Weighted average exercise price per share, Outstanding | $ / shares | $ 3.019 |
Number of options, Exercisable | shares | 146,000 |
Weighted average exercise price per share, Exercisable | $ / shares | $ 3.019 |
Stock options (Details Narrativ
Stock options (Details Narrative) - USD ($) | 6 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Weighted average remaining life, stock options | 7 years 1 month 13 days | |
Stock options, aggregate intrinsic value | $ 0 | |
Compensation expense | $ 0 | $ 0 |
Schedule of Stock Warrants Outs
Schedule of Stock Warrants Outstanding (Details) | 6 Months Ended |
Jul. 31, 2021$ / sharesshares | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Weighted average exercise price, Exercisable | $ 2.101 |
Warrant [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Number of warrants, Outstanding | shares | 400,166 |
Weighted average exercise price, Outstanding | $ 2.155 |
Number of warrants, Issued | shares | 55,115 |
Weighted average exercise price, Issued | $ 1.524 |
Number of warrants, Expired | shares | |
Weighted average exercise price, Expired | |
Number of warrants, Exercised | shares | (6,000) |
Weighted average exercise price, Exercised | $ 0.350 |
Number of warrants, Outstanding | shares | 449,281 |
Weighted average exercise price, Outstanding | $ 2.101 |
Number of warrants, Exercisable | shares | 449,281 |
Weighted average exercise price, Exercisable | $ 2.101 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | Jul. 17, 2021 | Jul. 31, 2021 |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||
Share purchase warrants outstanding and exercisable | 449,281 | |
Warrants weighted average remaining life | 1 year 11 months 19 days | |
Weighted average exercise price of warrant | $ 2.101 | |
Weighted average intrinsic value for warrants outstanding | $ 40,619 | |
Warrant [Member] | ||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||
Weighted average exercise price of warrant | $ 2.101 | |
Warrant expiration term description | the Company extended all warrants issued by the Company which expired or will expire during the year 2021. These warrants are extended for an additional three years. All other terms of the warrants remain unchanged, including application of the reverse split effective on February 25, 2021. | |
Investor [Member] | ||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||
Number of warrants issued | 55,115 | |
Warrants terms | 3 years | |
Investor [Member] | Minimum [Member] | ||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||
Warrant exercise price per share | $ 1.426 | |
Investor [Member] | Maximum [Member] | ||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||
Warrant exercise price per share | $ 1.646 |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value of Derivative Liabilities (Details) - USD ($) | 6 Months Ended | |
Jul. 31, 2021 | Jul. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Beginning balance | ||
Total (gains) loss | (76,990) | 39,631 |
Settlements | (281,361) | (369,103) |
Additions recognized as debt discount | 64,823 | 140,000 |
Additions due to tainted warrants | 293,528 | 189,472 |
Ending balance | ||
Change in unrealized (gain) loss included in earnings relating to derivatives | $ (76,990) | $ 39,631 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021USD ($) | Jul. 31, 2020USD ($) | Jul. 31, 2021USD ($) | Jul. 31, 2020USD ($) | |
Derivative [Line Items] | ||||
Unamortized debt discount | $ 6,000 | $ 0 | $ 6,000 | $ 0 |
Gain (loss) on derivative liability | 26,338 | $ (94,667) | $ 76,990 | (39,631) |
Derivative Liability [Member] | ||||
Derivative [Line Items] | ||||
Conversion note description | Conversion of the notes to stock would be completed monthly after any holding period and would be limited based on: 5% of the last 6 months average trading volume and the ownership limit identified in the contract assuming the underlying number of common shares increases at 1% per month. | |||
Percentage of exercise price for warrant, description | The Holder would exercise the warrant after any holding period prior to maturity at target prices starting at 2 times the exercise price for the Warrants or higher subject to monthly limits of: 5% of the last 6 months average trading volume increasing by 1% per month and the ownership limit identified in the contract assuming the underlying number of common shares increases at 1% per month. | |||
Derivative loss | $ 0 | |||
Amortization of debt discount | 64,823 | |||
Interest expense | 64,823 | |||
Unamortized debt discount | 0 | 0 | ||
Reclassification of derivative liability to equity | 0 | 189,518 | ||
Reclassification due to conversion of convertible notes | 281,361 | 179,585 | ||
Gain (loss) on derivative liability | 76,990 | $ 39,631 | ||
Derivative Liability [Member] | Convertible Debt [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities | 64,823 | 64,823 | ||
Derivative Liability [Member] | Warrant [Member] | ||||
Derivative [Line Items] | ||||
Derivative liabilities | $ 293,528 | $ 293,528 | ||
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||
Derivative [Line Items] | ||||
Fair value assumptions, measurement input, percentages | 0.596 | 0.596 | ||
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Fair value assumptions, measurement input, percentages | 2.029 | 2.029 |
Summary of Convertible Promisso
Summary of Convertible Promissory Notes (Details) - USD ($) | Jul. 31, 2021 | Jan. 31, 2021 |
Debt Instrument [Line Items] | ||
Convertible note payable | $ 118,243 | $ 95,611 |
Less debt discount | (4,547) | (7,642) |
Less current portion of convertible notes | (113,696) | (87,969) |
Long-term convertible notes payable | ||
8% convertible note payable issued October 2020, due September 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible note payable | 95,611 | |
8% convertible note payable issued April 2021, due April 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible note payable | 64,325 | |
8% convertible note payable issued May 2021, due May 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible note payable | $ 53,918 |
Summary of Convertible Promis_2
Summary of Convertible Promissory Notes (Details) (Parenthetical) | 6 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Jan. 31, 2021 | |
8% convertible note payable issued October 2020, due September 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable, interest rate | 8.00% | 8.00% |
Debt issuance date | Oct. 31, 2020 | Oct. 31, 2020 |
Due date | Sep. 30, 2021 | Sep. 30, 2021 |
8% convertible note payable issued April 2021, due April 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable, interest rate | 8.00% | 8.00% |
Debt issuance date | Apr. 30, 2021 | Apr. 30, 2021 |
Due date | Apr. 30, 2022 | Apr. 30, 2022 |
8% convertible note payable issued May 2021, due May 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable, interest rate | 8.00% | |
Debt issuance date | May 31, 2021 | May 31, 2021 |
Due date | May 31, 2022 | May 31, 2022 |
Long-term debt and convertibl_3
Long-term debt and convertible promissory notes (Details Narrative) | May 11, 2021USD ($)IntegerTradingDays | Apr. 27, 2021USD ($)shares | Apr. 26, 2021USD ($)IntegerTradingDays | Apr. 23, 2021USD ($)shares | Feb. 16, 2021USD ($) | Oct. 28, 2020USD ($)IntegerTradingDays | Jun. 22, 2020USD ($) | May 31, 2021USD ($)shares | Jul. 31, 2021USD ($) | Jul. 31, 2020USD ($) | Jul. 31, 2021USD ($)shares | Jul. 31, 2020USD ($) |
Short-term Debt [Line Items] | ||||||||||||
Net proceeds from debt | $ 110,000 | |||||||||||
Original issue discount amount | $ 6,000 | $ 0 | 6,000 | 0 | ||||||||
Legal fees | 6,504 | $ 44,936 | 26,451 | 95,472 | ||||||||
Debt discounts amount | 64,823 | 140,000 | ||||||||||
Amortization of debt discount | 73,551 | $ 155,364 | ||||||||||
Debt including interest | 66,408 | |||||||||||
Debt principal | 1,511 | |||||||||||
SBA's Economic Injury Disaster Loan Program [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument, maturity date | Jun. 18, 2021 | |||||||||||
Proceeds from loan | $ 32,300 | |||||||||||
Loan fee | $ 100 | |||||||||||
Loan, interest rate | 3.75% | |||||||||||
Debt term | 30 years | |||||||||||
Loan installment due amount | $ 158 | |||||||||||
SBA's Economic Injury Disaster Loan Program [Member] | Extended Maturity [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument, maturity date | Jun. 18, 2023 | |||||||||||
PPP Loan [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument, maturity date | Dec. 16, 2021 | |||||||||||
Proceeds from loan | $ 32,497 | |||||||||||
Loan, interest rate | 1.00% | |||||||||||
Debt term | 5 years | |||||||||||
October 2020 Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Net proceeds from debt | $ 82,000 | |||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||
Original issue discount amount | $ 8,500 | |||||||||||
Legal fees | $ 3,000 | |||||||||||
Debt instrument, maturity date | Sep. 1, 2021 | |||||||||||
Debt instrument convertible consecutive trading days | Integer | 180 | |||||||||||
Common stock conversion price per share | 75.00% | |||||||||||
Debt instrument, convertible, threshold trading days | TradingDays | 10 | |||||||||||
Debt instrument conversion, amount | $ 15,000 | $ 12,000 | $ 69,900 | $ 96,900 | ||||||||
Debt conversion on convertible shares | shares | 18,832 | 15,049 | 98,472 | 132,353 | ||||||||
Principal and interest total amount | $ 0 | $ 0 | ||||||||||
April 2021 Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Net proceeds from debt | $ 60,000 | |||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||
Legal fees | $ 3,000 | |||||||||||
Debt instrument, maturity date | Apr. 23, 2022 | |||||||||||
Debt instrument convertible consecutive trading days | Integer | 180 | |||||||||||
Common stock conversion price per share | 75.00% | |||||||||||
Debt instrument, convertible, threshold trading days | TradingDays | 10 | |||||||||||
May 2021 Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||
Legal fees | $ 3,000 | |||||||||||
Debt instrument, maturity date | May 11, 2022 | |||||||||||
Debt instrument convertible consecutive trading days | Integer | 180 | |||||||||||
Common stock conversion price per share | 75.00% | |||||||||||
Debt instrument, convertible, threshold trading days | TradingDays | 10 | |||||||||||
Debt instrument, face value | $ 53,000 |
Stockholders_ deficit (Details
Stockholders’ deficit (Details Narrative) - USD ($) | Apr. 27, 2021 | Apr. 23, 2021 | Apr. 02, 2021 | Mar. 26, 2021 | Mar. 05, 2021 | Nov. 24, 2020 | May 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Jul. 31, 2021 | Feb. 24, 2021 | Jan. 31, 2021 | Nov. 23, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Stockholders' Equity, Reverse Stock Split | On November 24, 2020, the Company filed a Certificate of Change with the Secretary of the State of Nevada to affect a 1-for-500 reverse stock split (the “Reverse Stock Split”). | On November 24, 2020, the Company filed a Certificate of Change with the Secretary of the State of Nevada to affect a 1-for-500 reverse stock split (the “Reverse Stock Split”). The Reverse Stock Split was formally processed by FINRA effective on February 25, 2021, and the Company’s common stock began trading on a split-adjusted basis on February 25, 2021. | |||||||||||
Common stock, shares authorized | 12,300,000 | 24,800,000 | 24,800,000 | 6,150,000,000 | |||||||||
Common stock, shares outstanding | 10,150,635 | 9,902,052 | |||||||||||
Common Class A [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Common stock, shares authorized | 200,000 | 200,000 | 0 | 100,000,000 | |||||||||
Common stock, shares outstanding | 102,000 | 102,000 | 51,000,000 | ||||||||||
Number of shares rounded due to reverse stock split | 2,408 | ||||||||||||
October 2020 Note [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Shares issued price per unit | $ 0.797 | $ 0.797 | $ 1.038 | ||||||||||
Proceeds from issuance of common stock and warrants | $ 20,000 | ||||||||||||
Warrants term | 3 years | ||||||||||||
Warrant exercise price per share | $ 1.453 | ||||||||||||
Debt conversion of convertible shares | 18,832 | 15,049 | 98,472 | 132,353 | |||||||||
Debt instrument conversion, amount | $ 15,000 | $ 12,000 | $ 69,900 | $ 96,900 | |||||||||
October 2020 Note [Member] | Minimum [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Shares issued price per unit | $ 0.699 | ||||||||||||
October 2020 Note [Member] | Maximum [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Shares issued price per unit | $ 0.743 | ||||||||||||
Common Stock [Member] | October 2020 Note [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number of common stock shares issued | 19,268 | ||||||||||||
Warrant [Member] | October 2020 Note [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number of common stock shares issued | 9,634 | ||||||||||||
CEO [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number of common stock shares issued | 17,006 | ||||||||||||
Shares issued price per unit | $ 1.176 | ||||||||||||
Warrants purchase | 8,503 | ||||||||||||
Proceeds from issuance of common stock and warrants | $ 20,000 | ||||||||||||
Warrants term | 3 years | ||||||||||||
Warrant exercise price per share | $ 1.646 | ||||||||||||
CEO [Member] | Common Stock [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number of common stock shares issued | 49,412 | ||||||||||||
Shares issued price per unit | $ 1.113 | ||||||||||||
Warrants purchase | 24,706 | ||||||||||||
Proceeds from issuance of common stock and warrants | $ 55,000 | ||||||||||||
Warrants term | 3 years | ||||||||||||
Warrant exercise price per share | $ 1.558 | ||||||||||||
Accredited Investor [Member] | |||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||
Number of common stock shares issued | 9,818 | 6,000 | |||||||||||
Proceeds from issuance of warrants | $ 2,100 | ||||||||||||
Shares issued price per unit | $ 1.019 | $ 0.35 | |||||||||||
Warrants purchase | 4,909 | ||||||||||||
Proceeds from issuance of common stock and warrants | $ 10,000 | ||||||||||||
Warrants term | 3 years | ||||||||||||
Warrant exercise price per share | $ 1.426 |
Commitments and contingencies (
Commitments and contingencies (Details Narrative) | Aug. 22, 2019USD ($) |
Former Chief Executive Officer [Member] | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |
Loss Contingency, Damages Sought, Value | $ 50,000 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - USD ($) | Sep. 14, 2021 | Aug. 20, 2021 | Aug. 11, 2021 | Aug. 10, 2021 | Jul. 31, 2021 | Feb. 24, 2021 | Jan. 31, 2021 | Nov. 24, 2020 | Nov. 23, 2020 |
Subsequent Event [Line Items] | |||||||||
Common stock, shares authorized | 24,800,000 | 24,800,000 | 12,300,000 | 6,150,000,000 | |||||
Common stock, shares issued | 10,150,635 | 9,902,052 | |||||||
Common stock, shares outstanding | 10,150,635 | 9,902,052 | |||||||
Common Class A [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock, shares authorized | 200,000 | 0 | 200,000 | 100,000,000 | |||||
Common stock, shares issued | 102,000 | ||||||||
Common stock, shares outstanding | 102,000 | 51,000,000 | 102,000 | ||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock, shares authorized | 24,800,000 | 12,300,000 | |||||||
Common stock, shares issued | 10,150,635 | ||||||||
Common stock, shares outstanding | 10,150,635 | ||||||||
Voting rights | Each share of Common Stock is entitled to 1 vote | ||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of common stock shares issued | 490,196 | ||||||||
Stock Issued During Period, Value, New Issues | $ 250,000 | ||||||||
Shares Issued, Price Per Share | $ 0.51 | ||||||||
Subsequent Event [Member] | Common Stock [Member] | Purchase Agreement [Member] | Triton Funds LP [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock available for purchase to related party | $ 1,000,000 | ||||||||
Purchase condition | It may require Triton to purchase not less than $25,000 or more than $250,000 per month of its common stock at a purchase price equal to 75% of the lowest daily volume-weighted average price of the Company’s common stock during the 5 business days immediately prior to the date of closing of each separate purchase installment. | ||||||||
Purchase right term | 5 years | ||||||||
Additional shares available for purchase to related party | $ 1,000,000 | ||||||||
Market capitalization amount of outstanding shares | 20,000,000 | ||||||||
Subsequent Event [Member] | Common Stock [Member] | Purchase Agreement [Member] | Triton Funds LP [Member] | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Purchase limit per month | 25,000 | ||||||||
Subsequent Event [Member] | Common Stock [Member] | Purchase Agreement [Member] | Triton Funds LP [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Purchase limit per month | 250,000 | ||||||||
Subsequent Event [Member] | Warrant [Member] | Warrant Agreement [Member] | Triton Funds LP [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock available for purchase to related party | $ 1,000,000 | ||||||||
Purchase right term | 5 years | ||||||||
Subsequent Event [Member] | Common Class A [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock, shares authorized | 200,000 | ||||||||
Common stock, shares issued | 102,000 | ||||||||
Common stock, shares outstanding | 102,000 | ||||||||
Voting rights | each share of Class A Stock is entitled to 200 votes | ||||||||
Voting rights percentage of issued and outstanding shares | 66.77% |