Cover
Cover - USD ($) | 12 Months Ended | ||
Jan. 31, 2020 | May 05, 2020 | Jul. 31, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | 4Less Group, Inc. | ||
Entity Central Index Key | 0001438901 | ||
Document Type | 10-K | ||
Entity File Number | 333-152444 | ||
Entity Incorporation State Country Code | NV | ||
Document Period End Date | Jan. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --01-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 197,183 | ||
Entity Common Stock, Shares Outstanding | 620,825 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 |
Current Assets | ||
Cash and Cash Equivalents | $ 162,124 | $ 59,401 |
Inventory | 371,896 | 293,382 |
Prepaid Expenses | 8,106 | 97,500 |
Other Current Assets | 1,059 | 3,659 |
Total Current Assets | 543,185 | 453,942 |
Operating Lease Assets | 483,193 | 454,087 |
Property and Equipment, net of accumulated depreciation of $64,091 and $64,394 | 114,509 | 242,126 |
Total Assets | 1,140,887 | 1,150,155 |
Current Liabilities | ||
Accounts Payable | 534,442 | 216,455 |
Accrued Expenses | 1,709,797 | 1,045,255 |
Accrued Expenses - Related Party | 155,750 | 180,000 |
Short-Term Debt | 609,491 | 381,512 |
Current Operating Lease Liability | 101,984 | 74,179 |
Short-Term Convertible Debt, net of debt discount of $689,176 and $309,021 | 2,286,896 | 1,900,160 |
Derivative Liabilities | 2,611,125 | 2,041,260 |
Current Portion - Long-Term Debt | 4,166 | 11,697 |
Total Current Liabilities | 8,013,651 | 5,850,518 |
Non-Current Lease Liability | 365,085 | 379,908 |
Long-Term Debt | 11,940 | 44,684 |
Total Liabilities | 8,390,676 | 6,275,110 |
Commitments and Contingencies | ||
Series D Preferred Stock, $0.001 par value, 870 shares authorized, 870 and 870 shares issued and outstanding | 870,000 | 870,000 |
Stockholders' Deficit | ||
Common Stock, $0.000001 par value, 20,000,000,000 shares authorized, 538,464 and 151 shares issued, issuable and outstanding | 1 | |
Additional Paid In Capital | 13,449,336 | 11,694,325 |
Accumulated Deficit | (21,569,153) | (17,689,307) |
Total Stockholders' Deficit | (8,119,789) | (5,994,955) |
Total Liabilities and Stockholders' Deficit | 1,140,887 | 1,150,155 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock | ||
Total Stockholders' Deficit | ||
Series B Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock | 20 | 20 |
Total Stockholders' Deficit | 20 | 20 |
Series C Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred Stock | 7 | 7 |
Total Stockholders' Deficit | $ 7 | $ 7 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 |
Net of accumulated depreciation | $ 64,091 | $ 64,394 |
Net of debt discount | $ 689,176 | $ 309,021 |
Common Stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Common Stock, shares authorized | 20,000,000,000 | 20,000,000,000 |
Common Stock, shares issued | 538,464 | 151 |
Common Stock, shares outstanding | 538,464 | 151 |
Preferred Stock, par value (in dollars per share) | $ 0.001 | |
Preferred Stock, shares authorized | 20,000,000 | |
Series D Preferred Stock [Member] | ||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 870 | 870 |
Preferred Stock, shares issued | 870 | 870 |
Preferred Stock, shares outstanding | 870 | 870 |
Series A Preferred Stock [Member] | ||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 330,000 | 330,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 20,000 | 20,000 |
Preferred Stock, shares issued | 20,000 | 20,000 |
Preferred Stock, shares outstanding | 20,000 | 20,000 |
Series C Preferred Stock [Member] | ||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 7,250 | 7,250 |
Preferred Stock, shares issued | 6,750 | 6,750 |
Preferred Stock, shares outstanding | 6,750 | 6,750 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 8,186,214 | $ 8,312,610 |
Cost of Revenue | 6,275,189 | 6,115,504 |
Gross Profit | 1,911,025 | 2,197,106 |
Operating Expenses: | ||
Depreciation | 34,832 | 40,958 |
Postage, Shipping and Freight | 453,088 | 401,650 |
Marketing and Advertising | 204,945 | 179,516 |
E Commerce Services, Commissions and Fees | 763,182 | 963,020 |
Operating lease cost | 117,841 | 74,803 |
Personnel Costs | 1,274,894 | 1,200,010 |
General and Administrative | 915,507 | 327,916 |
Total Operating Expenses | 3,764,289 | 3,187,873 |
Net Operating Loss | (1,853,264) | (990,767) |
Other Income (Expense) | ||
Gain (loss) on Sale of Property and Equipment | 16,295 | (1,124) |
Gain (Loss) on Derivatives | (180,552) | 3,231,187 |
Gain on Settlement of Debt | 67,623 | |
Amortization of Debt Discount | (800,159) | (248,247) |
Loss on Issuance of Convertible Notes | (387,881) | |
Gain on Sale of Subsidiary | 895,450 | |
Impairment of Goodwill | (10,398,397) | |
Interest Expense | (1,129,789) | (225,719) |
Total Other Income (Expense) | (2,026,582) | (7,134,731) |
Net Income (Loss) | $ (3,879,846) | $ (8,125,498) |
Basic and Diluted Weighted Average Shares Outstanding (in shares) | 86,542 | 19 |
Basic and Diluted Income (Loss) per Share (in dollars per share) | $ (44.83) | $ (427,657.79) |
Consolidated Statements of Shar
Consolidated Statements of Shareholder's Deficit - USD ($) | Common Stock [Member] | Paid-in Capital [Member] | Retained Earnings [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Total |
Balance at Jan. 31, 2018 | $ 212,361 | $ (331,506) | $ 330 | $ 1 | $ (118,814) | ||
Balance, shares at Jan. 31, 2018 | 35 | 330,000 | 1,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Conversion of Notes Payable to Common Stock | 169,697 | 169,697 | |||||
Conversion of Notes Payable to Common Stock, shares | 120 | ||||||
Conversion of Accrued Expense to Common Stock | 1,125 | 1,125 | |||||
Conversion of Accrued Expense to Common Stock, shares | 1 | ||||||
Issuance and Cancellation of Shares in Reverse Merger | 11,650,915 | (9,232,303) | $ (330) | $ 19 | $ 7 | 2,418,308 | |
Issuance and Cancellation of Shares in Reverse Merger, shares | (3) | (330,000) | 19,000 | 6,750 | |||
Shares Cancelled in Conjunction with Sale of Subsidiary | (339,773) | (339,773) | |||||
Shares Cancelled in Conjunction with Sale of Subsidiary, shares | (2) | ||||||
Net (Loss) | (8,125,498) | (8,125,498) | |||||
Balance at Jan. 31, 2019 | 11,694,325 | (17,689,307) | $ 20 | $ 7 | (5,994,955) | ||
Balance, shares at Jan. 31, 2019 | 151 | 20,000 | 6,750 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Conversion of Accrued Expense to Common Stock, shares | |||||||
Conversion of Notes Payable and Accrued Interest to Common Stock | $ 1 | 992,443 | 992,444 | ||||
Conversion of Notes Payable and Accrued Interest to Common Stock, shares | 536,613 | ||||||
Derivative Liability Reclassified as Equity Upon Conversion of notes | 755,253 | 755,253 | |||||
Common Stock Adjustments for Reverse Splits | 7,315 | 7,315 | |||||
Common Stock Adjustments for Reverse Splits, shares | 1,700 | ||||||
Net (Loss) | (3,879,846) | (3,879,846) | |||||
Balance at Jan. 31, 2020 | $ 1 | $ 13,449,336 | $ (21,569,153) | $ 20 | $ 7 | $ (8,119,789) | |
Balance, shares at Jan. 31, 2020 | 538,464 | 20,000 | 6,750 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income (Loss) | $ (3,879,846) | $ (8,125,498) |
Adjustments to reconcile net loss to cash used by operating activities: | ||
Depreciation | 34,832 | 40,958 |
Loss (Gain ) in Fair Value on Derivative Liabilities | 180,552 | (3,231,187) |
Amortization of Debt Discount | 800,159 | 248,247 |
Interest Expense related to Derivative Liability in Excess of Fair Value | 96,981 | |
Loan Penalties Capitalized to Loan | 482,709 | |
Original Issue Discount on Convertible Notes Expensed to Interest | 73,675 | |
Loss on Issuance Notes Payable | 387,881 | |
Gain on Settlement of Debt | (67,623) | |
Gain on sale of Property | (16,295) | |
Gain on Sale of Subsidiary | (895,450) | |
Impairment | 10,398,397 | |
Change in Operating Assets and Liabilities: | ||
(Increase) in Inventory | (78,515) | (216,160) |
(Increase) Decrease in Prepaid Rent | 89,394 | (97,500) |
Decrease in Other Current Assets | 2,600 | 2,664 |
Increase in Accounts Payable | 301,907 | 198,550 |
Increase (Decrease) in Accrued Expenses - Related Party | (24,250) | 180,000 |
Increase in Accrued Expenses | 849,409 | 440,057 |
CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES | (1,154,311) | (669,041) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of Property and Equipment | (16,742) | (60,548) |
Disposal of Property and Equipment | 125,822 | 4,053 |
CASH FLOWS USED IN INVESTING ACTIVITIES | 109,080 | (56,495) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from Short Term Debt | 1,549,980 | |
Payments on Short Term Debt | (1,320,001) | |
Proceeds from Notes Payable | 1,025,786 | |
Payments on Notes Payable | (771,542) | |
Payments on Long Term Debt | (40,275) | |
Proceeds from Convertible Notes Payable | 958,250 | 152,860 |
CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES | 1,147,954 | 407,104 |
NET INCREASE (DECREASE) IN CASH | 102,723 | (318,432) |
CASH AT BEGINNING OF PERIOD | 59,401 | 377,833 |
CASH AT END OF PERIOD | 162,124 | 59,401 |
Supplemental Disclosure of Cash Flows Information: | ||
Cash Paid for Interest | 89,934 | 39,753 |
Operating Lease Liability to Operating Lease Asset | 89,942 | |
Accrued Interest Transferred to Note Balances | 55,168 | |
Derivative Debt Discount | 1,077,844 | |
Convertible Notes Interest and Derivatives Converted to Common Stock | 1,770,048 | 169,697 |
Net Liabilities Assumed in Reverse Merger | $ 7,605,750 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2020 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1 – Description of Business and Summary of Significant Accounting Policies Nature of Business – On November 29, 2018, the Company entered into a transaction (the “Share Exchange”), pursuant to which the Company acquired 100% of the issued and outstanding equity securities of The 4LESS Corp. (“4LESS”), in exchange for the issuance of (i) nineteen thousand (19,000) shares of Series B Preferred Stock, (ii) six thousand seven hundred fifty (6,750) shares of Series C Preferred Stock, and (iii) 870 shares of Series D Preferred Stock. The Series C Preferred Shares have a right to convert into common stock of the Company by multiplying the number of issued and outstanding shares of common stock by 2.63 on the conversion date. The Share Exchange closed on November 29, 2018. As a result of the Share Exchange, the former shareholders of 4LESS became the controlling shareholders of the Company. The Share Exchange was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein 4LESS is considered the acquirer for accounting and financial reporting purposes. The capital, share price, and earnings per share amount in these consolidated financial statements for the period prior to the reverse merger were restated to reflect the recapitalization in accordance with the shares issued as a result of the reverse merger except otherwise noted. 4LESS was formed as Vegas Suspension & Offroad, LLC on October 24, 2013 as a Nevada limited liability company and converted to a Nevada corporation with the same name on May 8, 2017. On April 2, 2018, the Company changed its name to The 4LESS Corp. The Corporation had S Corporation status. The Corporation operates as an e-commerce auto and truck parts sales company. As a result of the share exchange, the Company is now a holding company operating through 4LESS and offers products including exhaust systems, suspension systems, wheels, tires, stereo systems, truck bed covers, and shocks. On December 30, 2019 4LESS changed its name to Auto Parts 4Less, Inc. Significant Accounting Policies The Company’s management selects accounting principles generally accepted in the United States of America (“U.S. GAAP”) and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements. Basis of Presentation The Company prepares its financial statements on the accrual basis of accounting in conformity with U.S. GAAP. Principles of Consolidation The financial statements include the accounts of The 4LESS Group, Inc. as well as Auto Parts 4Less, Inc.(formerly The 4LESS Corp.) and JBJ Wholesale LLC. All significant inter-company transactions have been eliminated. All amounts are presented in U.S. Dollars unless otherwise stated. Use of Estimates In order to prepare financial statements in conformity with accounting principles generally accepted in the United States, management must make estimates, judgments and assumptions that affect the amounts reported in the financial statements and determine whether contingent assets and liabilities, if any, are disclosed in the financial statements. The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements are based. The most significant estimates included in these consolidated financial statements are those associated with the assumptions used to value derivative liabilities. Reclassifications Certain amounts in the Company’s consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods. Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less to be cash equivalents. At times, cash balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The carrying amount of cash and cash equivalents approximates fair market value. Inventory Valuation Inventories are stated at the lower of cost or net realizable value. Inventories are valued on a first-in, first-out (FIFO) basis. Inventory is comprised of finished goods. Concentrations Cost of Goods Sold For the year ended January 31, 2020 the Company purchased approximately 59% of its inventory and items available for sale from third parties from three vendors. As of January 31, 2020, the net amount due to the vendors included in accounts payable was $369,592. For the year ended January 31,2019, the Company purchased its inventory and items available for sale from third parties from three third-party vendors (68%). As of January 31, 2019, the net amount due to theses vendors included in accounts payable was $162,514. The Company believes there are numerous other suppliers that could be substituted should the supplier become unavailable or non-competitive. Leases We adopted ASU No. 2016-02— Leases (Topic 842) In addition, we elected the hindsight practical expedient to determine the lease term for existing leases. Our election of the hindsight practical expedient resulted in the shortening of lease terms for certain existing leases and the useful lives of corresponding leasehold improvements. In our application of hindsight, we evaluated the performance of the leased stores and the associated markets in relation to our overall real estate strategies, which resulted in the determination that most renewal options would not be reasonably certain in determining the expected lease term. Adoption of the new standard resulted in the recording of additional net lease assets and lease liabilities of $454,087 and $454,087 respectively, as of February 1, 2019. The standard did not materially impact our consolidated net earnings, retained earnings and had no impact on cash flows Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized when items of income and expense are recognized in the financial statements in different periods than when recognized in the tax return. Deferred tax assets arise when expenses are recognized in the financial statements before the tax returns or when income items are recognized in the tax return prior to the financial statements. Deferred tax assets also arise when operating losses or tax credits are available to offset tax payments due in future years. Deferred tax liabilities arise when income items are recognized in the financial statements before the tax returns or when expenses are recognized in the tax return prior to the financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. ASC 740, Accounting for Income Taxes requires companies to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. The Company’s gross deferred tax assets were revalued based on the reduction in the federal statutory tax rate from 35% to 21%. A corresponding offset has been made to the valuation allowance, and any potential other taxes arising due to the Tax Act will result in reductions to the Company’s net operating loss carryforward and valuation allowance. The Company will continue to analyze the Tax Act to assess its full effects on the Company’s financial results, including disclosures, for the Company’s fiscal year ending January 31, 2020, but the Company does not expect the Tax Act to have a material impact on the Company’s consolidated financial statements. On November 29, 2018, the Company completed a reverse merger with 4LESS. At such time that there was a change in control, all net operating losses for tax purposes of the parent were no longer available for carryforward and the parent started to accumulate profits or losses from that point forward. Fair Value of Financial Instruments The Company’s financial instruments consist of cash, accounts payable, advances and notes payable. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments. Derivatives are recorded at fair value at each period end. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The ASC guidance for fair value measurements and disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 Inputs Level 2 Inputs Level 3 Inputs As of January 31, 2020 and 2019, the Company’s derivative liabilities were measured at fair value using Level 3 inputs. See Note 9. The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of January 31, 2020: January 31, 2020 Quoted Prices in Significant Significant Liabilities: Derivative Liabilities – embedded redemption feature $ 2,611,125 $ — $ — $ 2,611,125 Totals $ 2,611,125 $ — $ — $ 2,611,125 Related Party Transactions The Company has a verbal policy that includes procedures intended to ensure compliance with the related party provisions in common practice for public companies. For purposes of the policy, a “related party transaction” is a transaction in which the Company or any one of its subsidiaries participates and in which a related party has a direct or indirect material interest, other than ordinary course, arms-length transactions of less than 1% of the revenue of the counterparty. Any transaction exceeding the 1% threshold, and any transaction involving consulting, financial advisory, legal or accounting services that could impair a director’s independence, must be approved by the CEO. Any related party transaction in which an executive officer or a Director has a personal interest, or which could present a possible conflict under the Guide to Ethical Conduct, must be approved by Board of Directors, following appropriate disclosure of all material aspects of the transaction. Derivative Liability The derivative liabilities are valued as a level 3 input under the fair value hierarchy for valuing financial instruments. The derivatives arise from convertible debt where the debt and accrued interest is convertible into common stock at variable conversion prices and reclassification of equity instrument to liability due to insufficient shares for issuance. As the price of the common stock varies, it triggers a gain or loss based upon the discount to market assuming the debt was converted at the balance sheet date. When evaluating the effect of the issuance of new equity-linked or equity-settled instruments on previously issued instruments, the Company uses first-in, first-out method (“FIFO”) where authorized and unused shares would first be used to satisfy the earliest issued equity-linked instruments. As of January 31, 2020, warrants to purchase 0 common shares (583 shares before the reverse split of 2/25/2020 referred to in Note 6) issued in July 2014 were not classified as derivative liability while the remaining warrants outstanding were classified as derivative liability based on the FIFO method. The fair value of the derivative liability is determined using a lattice model, is re-measured on the Company’s reporting dates, and is affected by changes in inputs to that model including our stock price, historical stock price volatility, the expected term, and both high risk and the risk-free interest rate. The most sensitive inputs to the model are for expected time for the holder to convert or be repaid and the estimated historical volatility of the Company’s common stock. However, because the historical volatility of the Company’s common stock is so high (see Note 7), the sensitivity required to change the liability by 1% as of January 31, 2020 is greater than 25% change in historical volatility as of that date. The other inputs, such as risk free rate, high yield cash rate and stock price all have a sensitivity for a 1% change in the input variable results in a significantly less than 1% change in the calculated derivative liability. Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation Because the Company’s sales agreements generally have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. Disaggregation of Revenue: Channel Revenue The following table shows revenue split between proprietary and third party website revenue for the years ended January 31, 2020 and 2019: Change 2020 2019 $ % Proprietary website revenue $ 3,246,351 $ 1,777,825 $ 1,468,526 83% Third party website revenue 4,939,863 6,534,785 (1,594,922 ) (24% ) Total Revenue $ 8,186,214 $ 8,312,610 $ (126,396 ) (2% ) The Company’s performance obligations are satisfied at the point in time when products are received by the customer, which is when the customer has title and obtained the significant risks and rewards of ownership. Therefore, the Company’s contracts have a single performance obligation (shipment of product). The Company primarily receives fixed consideration for sales of product. Shipping and handling amounts paid by customers are primarily for online orders, and are included in revenue. Sales tax and other similar taxes are excluded from revenue. Revenue is recorded net of provisions for discounts and promotion allowances, which are typically agreed to upfront with the customer and do not represent variable consideration. Discounts and promotional allowances vary the consideration the Company is entitled to in exchange for the sale of products to customers. The Company recognizes these discounts and promotional allowances in the same period that the revenue is recognized for products sales to customers. The amount of revenue recognized represents the amount that will not be subject to a significant future reversal of revenue. The customer pays the Company by credit card prior to delivery. The Company offers a 30 day satisfaction guaranteed return policy however the customer must pay for the return shipment. The return must be previously authorized, cannot be either damaged or previously installed and must be in saleable condition. In the Company’s experience this amount is immaterial and therefore no provision has been recorded on the Company’s books. Any defective merchandise falls under the manufacturer’s limited warranty and is subject to the manufacturer’s inspection. The manufacturer has the option to repair or replace the item. All sales to customers are generally final. However, the Company accepts returned product due to quality or issues relating to product description or incorrect product orders and in such instances the Company would replace the product or refund the customers funds The Company’s customers generally pre-pay for the products. Stock-Based Compensation The Company accounts for stock options at fair value. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the service period, if any, of the stock option. Loss per Common Share ASC 260, Earnings Per Share, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. EPS has been adjusted to reflect the effects of stock dividends, stock splits, and reverse stock splits back to inception. Basic net loss per share of common stock excludes dilution and is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity unless inclusion of such shares would be anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at January 31, 2020 and 2019 are as follows: January 31, Security 2020 2019 Convertible notes and accrued interest 16,355,950 2,209,181 Convertible Class C Preferred Shares 1,411,692 398 Warrants to purchase common stock 1 1 17,767,643 2,209,580 Recently Issued Accounting Standards In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) which simplifies goodwill impairment testing by requiring that such periodic testing be performed by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company is currently evaluating the impact of Topic 350 on its consolidated financial statements and related disclosures, which is effective for fiscal years, including interim periods, beginning after December 15, 2019.We will adopt on February 1, 2020 and expect no impact. Fair Value Measurement In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvement to Nonemployee Share-Based Payment Accounting, which is part of the FASB’s simplification initiative to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This update provides consistency in the accounting for share-based payments to nonemployees with that of employees. The updated guidance had no impact on the Company’s consolidated financial position, results of operations or cash flows. In addition to the above, the Company has reviewed all other recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. There were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows. |
GOING CONCERN AND FINANCIAL POS
GOING CONCERN AND FINANCIAL POSITION | 12 Months Ended |
Jan. 31, 2020 | |
Going Concern and Financial Position [Abstract] | |
GOING CONCERN AND FINANCIAL POSITION | NOTE 2 – GOING CONCERN AND FINANCIAL POSITION The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred cumulative losses through January 31, 2020 of $21,569,153 and has a working capital deficit at January 31, 2020 of $7,470,466. As of January 31, 2020, the Company only had cash and cash equivalents of $162,124 and had a significant amount of short-term debt in default. The short-term debt agreements provide legal remedies for satisfaction of defaults, none of the lenders to this point have pursued their legal remedies. While the Company has continued to grow its revenues, at this time, revenues still do not cover all of its operating costs. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan is to raise additional funds in the form of debt or equity in order to continue to fund losses until such time as revenues are able to sustain the Company. To date, the main source of funding has been through the issuance of convertible notes with provisions that allow the holder to convert the debt and accrued and unpaid interest at substantial discounts to the trading the price of our common stock and through factored promissory notes secured by substantially all of the assets of our operating subsidiary. The effect of the conversions in the years ended January 31, 2020 and 2019, respectively, for the convertible notes has been to substantially dilute existing holders of common stock of our Company. However, there is no assurance that management will be successful in being able to continue to obtain additional funding. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
PROPERTY
PROPERTY | 12 Months Ended |
Jan. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY | NOTE 3 – PROPERTY The Company capitalizes all property purchases over $1,000 and depreciates the assets on a straight-line basis over their useful lives of 3 years for computers and 7 years for all other assets. Property consists of the following at January 31, 2019 and 2018: 2020 2019 Office furniture, fixtures and equipment $ 95,163 $ 78,421 Shop equipment 43,004 43,004 Vehicles 40,433 185,095 Sub-total 178,600 306,520 Less: Accumulated depreciation (64,091 ) (64,394 ) Total Property $ 114,509 $ 242,126 Additions to fixed assets were $16,742 and $60,548 for the years ended January 31, 2020 and January 2019, respectively. During the year ended January 31, 2020 the company disposed of property having a cost of $144,662 and a net book value of $109,527 for proceeds of $125,822. Depreciation expense was $34,832 and $40,958 for the twelve months ended January 31, 2020 and January 2019, respectively. |
LEASES
LEASES | 12 Months Ended |
Jan. 31, 2020 | |
Leases [Abstract] | |
LEASES | NOTE 4 – LEASES We lease certain warehouses, vehicles and office space. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, we did not combine lease and non-lease components. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 17 years or more. The exercise of lease renewal options is at our sole discretion. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Below is a summary of our lease assets and liabilities at January 31, 2020 and January 31, 2019. Leases Classification January 31, 2020 January 31, 2019 Assets Operating Operating Lease Assets $ 483,193 $ 454,087 Liabilities Current Operating Current Operating Lease Liability $ 101,984 $ 74,179 Noncurrent Operating Noncurrent Operating Lease Liabilities 365,085 379,908 Total lease liabilities $ 467,069 $ 454,087 Note: As most of our leases do not provide an implicit rate, we use our incremental borrowing rate of 8% based on the information available at commencement date in determining the present value of lease payments. We compare against loans we obtain to acquire physical assets and not loans we obtain for financing. The loans we obtain for financing are generally at significantly higher rates and we believe that physical space or vehicle rental agreements are in line with physical asset financing agreements. CAM charges were not included in operating lease expense and were expensed in general and administrative expenses as incurred. Operating lease cost was $117,841 and $74,803 for both the twelve months ended January 31, 2020 and January 31, 2019, respectively. In September 2019 the Company entered into an operating lease for premises with an annual rent of $15,480, a three year term commencing September 1, 2019 to August 31, 2022 and a one year renewal option. In October 2019 the Company entered into an operating lease for a vehicle with an annual cost of $9,067 and a three year term. The company paid initial fees of $17,744 and will pay fees on lease termination of $395. On a straight-line basis these costs amount to $1,259 per month. |
SHORT-TERM AND LONG-TERM DEBT
SHORT-TERM AND LONG-TERM DEBT | 12 Months Ended |
Jan. 31, 2020 | |
Debt Disclosure [Abstract] | |
SHORT-TERM AND LONG-TERM DEBT | NOTE 5 – SHORT-TERM AND LONG-TERM DEBT The components of the Company’s short-term and long term debt as of January 31, 2019 and 2018 were as follows: January 31, 2020 January 31, 2019 Vehicle Note Payable - $49,494, dated April 19, 2017, 7.24% interest, 72 payments of $851 starting May 29, 2017 and ending April 2023 (2) $ — $ 38,690 Working Capital Note Payable - $175,000, dated March 16, 2019, repayment of 10% of all eBay sales until paid in full, minimum payments of $17,769 per quarter until paid, fees of $2,696 repaid in full on May 9, 2019 — — Working Capital Note Payable-$ 200,000 dated May 12, 2019, repayment of 10% of all eBay sales proceeds until paid in full, minimum payment of $20,341 per quarter, repaid in full on July 11, 2019, fees of $3,418 — — Working Capital Note Payable-$ 200,000 dated October 25, 2019, repayment of 10% of all eBay sales proceeds until paid in full, minimum payment of $20,417, fees of $4,173 effective interest rate of 7% (4) (4) 6,978 * — Loan dated October 8, 2019, repayable at $4,678.86 per month commencing on November 8, 2019, maturing April 8, 2021, interest at 15% per annum 63,635 * — Loan dated October 14, 2019, repayable in average monthly instalments of $11,200, maturing April 14, 2020, interest and fees $ 7,200, effective interest 35.50% per annum (5)(6) 30,000 * — Working Capital Note Payable-$ 200,000 dated July 19, 2019, repayment of 10% of all eBay sales proceeds until paid in full, minimum payment of $20,334, fees of $3,343 effective interest rate of 7% (4) — — Working Capital Note Payable - $175,000, dated January 15, 2019, repayment of 10% of all eBay sales until paid in full, minimum payments of $12,695 per quarter until paid — 153,057 Amazon working capital note, original loan of $94,000 Sept 6, 2018, 9.22% interest, monthly payments of $16,091 paid in full March 5, 2019 — 31,814 SFS Funding Loan, original loan of $298,400 October 5, 2018, 24% interest, weekly payments of $7,581, maturing and repaid in full October 9, 2019 (3) — 194,642 SFS Funding Loan, original loan of $389,980 January 8, 2020, 24% interest, weekly payments of $6,006, maturing April 7, 2021 (5) 371,963 * — Forklift Note Payable, original note of $20,432.59 Sept 26,2018, 6.23% interest, 60 monthly payments of $394.54 ending August 2023 (1) 16,106 # 19,690 Loan dated July 31, 2019, $61,200 including $1,200 fee due and repaid August 6, 2019 — — Demand loan -$122,000 dated August 19, 2019 25% interest, 5% fee on outstanding balance (5) 122,000 * — Demand loan-$2,500, dated March 8, 2019, 25% interest, 5% fee on outstanding balance 2,500 * — Demand loan -$65,500 dated February 27, 2019, 25% interest, 5% fee on outstanding balance, Secured by the general assets of the Company 12,415 * — Total $ 625,597 $ 437,893 * Short -term notes of $609,491 # Long-term loan of $ 16,106 including current portion of $4,166 (1) Secured by equipment having a net book value of $18,243 (2) Secured by equipment having a net book value of $61,744 (3) The Company has pledged a security interest on all accounts receivable and banks accounts of the Company. Obligation under personal guaranty by controlling shareholder of the Company. (4) The Company has pledged a security interest on all accounts receivable and banks accounts of the Company. (5) The Company has pledged a security interest on all assets of the Company. (6) The amounts due under the note are personally guaranteed by an officer or a director of the Company. The Company had accrued interest payable of $0 and $0 interest on the notes at January 31, 2020 and 2019, respectively. The following are the minimum amounts due on the notes as of January 31, 2020: Year Ended Amount Jan 31, 2021 $ 613,657 Jan 31, 2022 4,107 Jan 31, 2023 4,371 Jan 31, 2024 3,462 Total $ 625,597 |
SHORT-TERM CONVERTIBLE DEBT
SHORT-TERM CONVERTIBLE DEBT | 12 Months Ended |
Jan. 31, 2020 | |
Debt Disclosure [Abstract] | |
SHORT-TERM CONVERTIBLE DEBT | NOTE 6 – SHORT-TERM CONVERTIBLE DEBT The components of the Company’s convertible debt as of January 31, 2020 and 2019 were as follows: Interest Default Interest Conversion Outstanding Principal at Maturity Date Rate Rate Price January 31, 2020 January 31, 2019 Nov 4, 2013* 12% 12% $1,800,000 $ 100,000 $ 100,000 Jan 31, 2014* 12% 18% $2,400,000 16,000 16,000 Apr 24, 2020 (ii) 12% 24% (3) 69,730 69,730 July 31, 2013* 12% 12% $1,440,000 5,000 5,000 Jan 31, 2014* 12% 12% $2,400,000 30,000 30,000 Dec 24, 2015* (v) 8% 24% (1) 5,000 5,000 Sep 10, 2017 8% 24% (2) — 37,958 Sep 10, 2017 8% 24% (2) — 2,375 Sep 10, 2017 8% 24% (2) — 16,600 Sep 10, 2017 8% 24% (2) — 38,677 Dec 4, 2017 8% 24% (5) — 25,000 Feb 3, 2017* (ii)(iv) 8% 24% (5) 2.500 25,000 Mar 3, 2017* (ii)(iv) 8% 24% (6) 30,000 Mar 3, 2017* (ii)(iv) 8% 24% (6) 33,000 30,000 Mar 24, 2017* (ii)(iv) 8% 24% (6) 27,500 10,950 Apr 24, 2020 (ii)(iv)(vi) 12% 24% (3) 517,787 738,896 July 8, 2015* (v) 8% 24% (1) 5,500 5,500 Apr 24, 2020 (ii)(iv)(vi) 8% 24% (3) 4,500 4,500 Apr 24, 2020 8% 24% (3) 23,297 23,297 Apr 24, 2020 8% 24% (3) 7,703 7,703 Apr 24, 2020 8% 24% (3) 26,500 26,500 July 19, 2016* (v) 8% 24% (1) 5,000 5,000 March 24, 2017 8% 24% (5) — 25,000 Dec 27, 2018 15% 24% (5) — 56,925 Dec 27, 2018 15% 24% (4) — 1,202 Mar 23, 2019* (ii)(iv)(vi) 15% 24% (3) 4,444 18,325 Feb 20, 2019* (ix) 10% 10% (7) 343,047 274,438 Mar 23, 2019 15% 24% (3) — 12,355 Jun 6, 2019* (viii) 12% 18% (8) 43,577 123,750 Oct 24, 2019* (ii)(iv) 8% 24% (6) 45,595 47,250 Nov 14, 2019* (ii)(iv) 8% 24% (6) 86,625 78,750 Dec 14, 2019* (ii)(iv) 8% 24% (6) 143,000 130,000 Dec 28, 2019* (i)(iv)(vi) 12% 18% (7) 133,333 125,000 Jan 9, 2020* (ii)(iv) 8% 24% (2) 68,750 62,500 March 1, 2020 (x) 10% 15% (9) 40,939 — March 14, 2020 (iv)(vi) 15% 24% (11) 44,967 — April 3, 2020 (iv) 8% 24% (2) 172,148 — April 12, 2020 (xi) 10% 24% (3) 185,130 — May 13, 2020 (iv)(vi) 15% 24% (11) 55,000 — May 14, 2020 (iv)(vi) 8% 24% (2) 52,500 — May 24, 2020 (iv)(vi) 15% 24% (11) 40,000 — June 11, 2020 (iv)(vi) 15% 24% (11) 85,000 — June 26, 2020 (iv)(vi) 15% 24% (11) 76,000 — July 11, 2020 (iv)(vii) 15% 24% (11) 60,000 — Aug 29, 2020 (iv)(vii) 15% 24% (11) 45,000 — Sep 16, 2020 (iv)(vii) 15% 24% (11) 34,000 — Sep 27, 2020 (iv)(vii) 15% 24% (11) 34,000 — Oct 24, 2020 (iv)(vii) 15% 24% (11) 122,000 — Nov 7, 2020 (iv)(vii) 15% 24% (12) 42,000 — Nov 22, 2020 (ii)(iv)(vi) 8% 24% (2) 55,000 — Dec 10, 2020 (iv)(vii) 15% 24% (11) 55,000 — Dec 23, 2020 (ii)(iv)(vi) 8% 24% (2) 30,000 — Sub-total 2,976,072 2,209,181 Debt Discount (689,176 ) (309,021 ) $ 2,286,896 $ 1,900,160 (1) 52% of the lowest trading price for the fifteen trading days prior to conversion day. (2) 50% of the lowest trading price for the fifteen trading days prior to conversion day. (3) 50% of the lowest trading price for the twenty trading days prior to conversion day. (4) 50% of the lowest trading price for the forty trading days prior to conversion day, but not higher than $0.000075. (5) 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.001. (6) 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.005. (7) 60% of the lowest trading price for the twenty trading days prior to conversion day. (8) 52% of the lowest trading price for the twenty trading days prior to conversion day. (9) 55% of the lowest trading price for the twenty-five trading days prior to conversion day. (10) 50% of the lowest trading price for the twenty-five trading days prior to conversion day. (11) 50% of the lowest bid price for the twenty-five trading days prior to conversion day. (12) 45% of the lowest bid price for the fifteen trading days prior to conversion day (13) 50% of the lowest bid price for the fifteen trading days prior to conversion day. * In default (i) If the Company fails to maintain its status as “DTC Eligible” for any reason, or, if the effective Conversion Price as calculated in Section 4(a) is less than $0.0001 at any time (regardless of whether or not a Conversion Notice has been submitted to the Company), the Principal Amount of the Note shall increase by ten thousand dollars ($10,000) (under Holder’s and Company’s expectation that any Principal Amount increase will tack back to the Issuance Date). In addition, the Conversion Price shall be permanently redefined to equal the lesser of (a) $0.00001 or (b) 50% of the lowest traded price during the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part of this Note, subject to adjustment as provided in this Note. If at any time while this Note is outstanding, an Event of Default (as defined herein) occurs, then an additional discount of 15% shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 65% assuming no other adjustments are triggered hereunder). These above contingencies have not occurred. (ii) In the event the Company experiences a DTC ” Chill” on its shares, the conversion price shall be decreased to 40% instead of 50% while that “Chill” is in effect. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. (iii) The share purchase agreements ancillary to the convertible note agreements do not allow the lender to engage in short sales. (iv) If the Company becomes delinquent or continues its delinquency in its periodic filings with the SEC after the 6-months anniversary of the note, then the holder is entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. (v) In the event the Company experiences a DTC ” Chill” on its shares, the conversion price shall be decreased to 42% instead of 52% while that “Chill” is in effect. (vi) If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. (vii) If the Company fails to maintain the share reserve at the 3x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. (viii) If at any time while this Note is outstanding, an event of default occurs, then an additional discount of 15% shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 65% assuming no other adjustments are triggered hereunder). If at any time while this Note is outstanding, the Borrower’s Common Stock are not deliverable via DWAC, an additional 10% discount shall be factored into the Variable Conversion Price until this Note is no longer outstanding (ix) If the Company fails to maintain its status as “DTC Eligible” for any reason, or, if the effective Conversion Price is less than $0.01 at any time, the Principal Amount of the Note shall increase by ten thousand dollars ($10,000). In addition, the Conversion price shall be permanently redefined to equal the lesser of (a) $0.001 or (b) 50% of the lowest traded price during the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part of this Note, subject to adjustment as provided in this Note. (x) In the event that shares of the Borrower’s Common Stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional ten percent (10%) discount shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 55% assuming no other adjustments are triggered hereunder). Additionally, if the Borrower fails to comply with the reporting requirements of the Exchange Act (including but not limited to becoming late or delinquent in its filings, even if the Borrower subsequently cures such delinquency) at any time while after the Issue Date, and/or the Borrower shall cease to be subject to the reporting requirements of the exchange Act, an additional fifteen percent (15%) discount shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 60% assuming no other adjustments are triggered hereunder). (xi) If the Borrower’s Common stock is chilled for deposit at DTC, becomes chilled at any point while this Note remains outstanding or deposit or other additional fees are payable due to a Yield Sign, Stop Sign or other trading restrictions, or if the closing price at any time falls below $0.01 (as appropriately and equitably adjusted for stock splits, stock dividends, stock contributions and similar events), then an additional 15% discount will be attributed to the Conversion Price for any and all Conversions submitted thereafter. The Company had accrued interest payable of $703,270 and $463,839 on the notes at January 31,2020, and January 31, 2019, respectively. The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that some instruments should be classified as liabilities due to there being a variable number of shares to be delivered upon settlement of the above conversion options. The instruments are measured at fair value at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings. The fair value of the embedded conversion option resulted in a discount to the note on the debt modification date. For the years ended January 31, 2020 and 2019, the Company recorded amortization expense of $800,159 and $248,247, respectively. See more information in Note 7. During the year ended January 31, 2020 the Company entered into new convertible notes totaling $1,149,074 with one year maturities, interest rates ranging from 8%-15%, the Company received $958,250 in cash proceeds, recorded original issue discounts of $73,675, debt discounts from bifurcated conversion features of $1,077,844,and loan and interest of $117,149 was transferred from existing notes of the same lender. During the year ended January 31, 2020 the Company converted a total of $752,409 of the convertible notes, $240,035 accrued interest and $27,850 in fees into 536,613 common shares and the Company released the associated derivative liability of $755,253 referred to in Note 7. Also, $482,709 in loan penalties, transfers and adjustments were added to various note balances and recorded as interest expense. As of January 31, 2020, the Company had $1,132,966 of aggregate debt in default. The agreements provide legal remedies for satisfaction of defaults, none of the lenders to this point have pursued their legal remedies. The Company continues to accrue interest at the listed rates, and plans to seek their conversion or payoff within the next twelve months. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Jan. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 7 – DERIVATIVE LIABILITIES As of January 31, 2020 and January 31, 2019, the Company had derivative liabilities of $2,611,125 and $2,041,260, respectively. During the year ended January 31, 2020, the Company recorded a loss of $180,552 and during the year ended January 31, 2019 the company recorded a gain of $3,231,187, from the change in the fair value of derivative liabilities, respectively. Any liabilities resulting from the warrants outstanding are immaterial. The derivative liabilities are valued as a level 3 input for valuing financial instruments. The following table presents changes in Level 3 liabilities measured at fair value for the year ended January 31, 2020. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands). Level 3 Derivatives Balance, January 31, 2018 $ 0 Derivatives Assumed upon Reverse Merger 5,162,556 Changes due to Issuance of New Convertible Notes 387,881 Changes due to Conversion of Notes Payable (277,990 ) Mark to Market Change in Derivatives (3,231,187 ) Balance, January 31, 2019 2,041,260 Changes due to Issuance of New Convertible Notes 1,212,189 Reduction of derivative due to extinguishment (67,623 ) Changes due to Conversion of Notes Payable (755,253 ) Mark to Market Change in Derivatives 180,552 Balance, January 31, 2020 $ 2,611,125 The derivatives arise from convertible debt where the debt is convertible into common stock at variable conversion prices which are linked to the trading and/or bid prices of the Company’s common stock as traded on the OTC market. As the price of the common stock varies it triggers a gain or loss based upon the discount to market assuming the debt was converted at the balance sheet date. The fair value of the derivative liability is determined using the lattice model, is re-measured on the Company’s reporting dates, and is affected by changes in inputs to that model including our stock price, expected stock price volatility, the expected term, and the risk-free interest rate. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of January 31, 2020 is as follows: Embedded Derivative Liability As of Strike price $ 0.0010 - 6.24 Contractual term (years) 0.08 - 1.00 years Volatility (annual) 313.10% - 507.48% High yield cash rate 21.44% - 30.30% Underlying fair market value .0001 - 3.59 Risk-free rate 1.45% - 2.55% Dividend yield (per share) 0% |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Jan. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 8 – STOCKHOLDERS’ DEFICIT Preferred Stock The Company is authorized to issue 20,000,000 shares of Preferred Stock, having a par value of $0.001 per share. Series A Preferred Stock The Series A Preferred Stock has an automatic forced conversion into common stock upon the completion of the repurchase or extinguishing of all “toxic” debt (notes having conversion features tied to the Company’s common stock), the extinguishing of all other existing dilutive debt or equity structures, and total recapitalization of the Company. As of both January 31, 2020, and January 31, 2019 the Company had 0 shares of Series A Preferred issued and outstanding and 330,000 authorized with a par value of $0.001 per share. At both January 31, 2020 and January 31, 2019, respectively, there were 20,000 and 20,000 Series B preferred shares outstanding. The Series B Preferred Stock have voting rights equal to 66.7% of the total voting rights at any time. There are no conversion rights granted holders of Series B Preferred shares, they are not entitled to dividends, and the Company does not have the right of redemption. Currently, there are 20,000 Series B preferred shares authorized and issued of the Series B Preferred Stock with a par-value of $0.001 per share. At both January 31, 2020 and January 31, 2019, there were 6,750 Series C preferred shares outstanding, respectively. The Series C Preferred Stock have the right to convert into the common stock of the Company by multiplying the number of issued and outstanding shares of common stock by 2.63 on the conversion date. The holders of Series C Preferred shares are not entitled to dividends, and the Company does not have the right of redemption. Currently, there are 7,250 Series C preferred shares authorized and 6,750 shares issued with a par-value of $0.001 per share. At both January 31, 2020 and January 31, 2019, there were 870 Series D preferred shares authorized and outstanding, respectively which with a par value $.001. All shares of Series D Preferred Stock will rank subordinate and junior to all shares of Series A, B and C of Preferred Stock of the Corporation and pari passu with any of the Corporation’s preferred stock hereafter created as to distributions of assets upon dissolution or winding up of the Corporation, whether voluntary or involuntary. These shares are non-voting, do not receive dividends and are redeemable according to the terms set out below: OPTIONAL REDEMPTION. (1) At any time, either the Corporation or the holder may redeem for cash out of funds legally available therefore, any or all of the outstanding Series D Preferred Stock (“Optional Redemption”) at $1,000 per share. (2) Should the Corporation exercise the right of Optional Redemption it shall provide each holder of Preferred Stock with at least 30 days’ notice of any proposed optional redemption pursuant this Section VI (an “Optional Redemption Notice”). Any optional redemption pursuant to this Section VI shall be made ratably among holders in proportion to the Liquidation Value of Preferred Stock then outstanding and held by such holders. The Optional Redemption Notice shall state the Liquidation Value of Preferred Stock to be redeemed and the date on which the Optional Redemption is to occur (which shall not be less than thirty (30) or more than sixty (60) Business Days after the date of delivery of the Optional Redemption Notice) and shall be delivered by the Corporation to the holders at the address of such holder appearing on the register of the Corporation for the Preferred Stock. Within seven (7) business days after the date of delivery of the Optional Redemption Notice, each holder shall provide the Corporation with instructions as to the account to which payments associated with such Optional Redemption should be deposited. On the date of the Optional Redemption, provided for in the relevant Optional Redemption Notice, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holders, and (B) the holders will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemed. Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional Redemption as represented by the previously issued certificates will be deemed no longer outstanding. Notwithstanding anything to the contrary in this Designation, each holder may continue to convert Preferred Stock in accordance with the terms hereof until the date such Preferred Stock is actually redeemed pursuant to an Optional Redemption. (3) Should the holder exercise the right of Optional Redemption it shall provide the Corporation with at least 30 days’ notice of any proposed optional redemption pursuant this Section VI (an “Optional Redemption Notice”). The Optional Redemption Notice shall state the value of the Preferred Stock to be redeemed and the date on which the Optional Redemption is to occur (which shall not be less than thirty (30) or more than sixty (60) Business Days after the date of delivery of the Optional Redemption Notice) and shall be delivered by the holder to the Corporation at the address of the Corporation for the Preferred Stock. Within seven (7) business days after the date of delivery of the Optional Redemption Notice, each holder shall provide the Corporation with instructions as to the account to which payments associated with such Optional Redemption should be deposited. On the date of the Optional Redemption, provided for in the relevant Optional Redemption Notice, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holder, and (B) the holder will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemed. Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional Redemption as represented by the previously issued certificates will be deemed no longer outstanding. Notwithstanding anything to the contrary in this Designation, each holder may continue to convert Preferred Stock in accordance with the terms hereof until the date such Preferred Stock is actually redeemed pursuant to an Optional Redemption. The Series D Preferred Stock is not entitled to any pre-emptive or subscription rights in respect of any securities of the Corporation. Neither the Company nor any Series D preferred stockholders has given notice to exercise the redemption as of January 31, 2020 on the date of the financial statements. Because the holders of the Series D preferred stock have the right to demand cash redemption, the cumulative amount of the redemption feature is included in Temporary Equity as of January 31, 2020 and 2019. Common Stock The Company is authorized to issue 20,000,000,000 common shares at a par value of $0.000001 per share. These shares have full voting rights. On March 29, 2019 the Company undertook a 6000:1 reverse stock. On February 25, 2020, the Company undertook a 4000:1 reverse stock split. The share capital has been retrospectively adjusted accordingly to reflect these reverse stock splits. At January 31, 2020 and 2019, there were 538,464 and 151 shares outstanding, respectively. No dividends were paid in the years ended January 31, 2020 or 2019. The Company’s articles of incorporation include a provision that the Company is not allowed to issue fractional shares. As a result, as part of the reverse split described above, the Company issued an additional 1,699 shares in March 2020 and these shares were included in the shares outstanding as of January 31, 2020 as issuable. The Company issued the following shares of common stock in the year ended January 31, 2020: Conversion of $752,409 notes payable and $240,035 accrued interest, $27,850 in fees and $755,253 of derivative liability to 536,613 shares of common stock. The Company issued the following shares of common stock in the year ended January 31, 2019: Conversion of $115,573 notes payable and $54,124 accrued interest and $277,990 of derivative liability to 120 shares of common stock. Conversion of accrued expenses to common stock with a value of $1,125 to 1 share of common stock. Options and Warrants: The Company recorded option and warrant expense of $0 and $0 in the years ended January 31, 2020 and 2019, respectively. The Company issued no warrants in the year ended January 31, 2019. In January 2018, the Company issued 5,667 warrants associated with the conversion of its convertible debt. The warrants are exercisable upon issuance, have exercise price of $0.45 and expire on January 8, 2021. The Company had the following options and warrants outstanding at January 31, 2020: Issued To # Warrants Dated Expire Strike Price Expired Exercised Lender 1.4 01/08/2018 01/08/2021 $1,800 per share N N Options Weighted Average Warrants Weighted Average Outstanding at January 31, 2018 — $ — 1.5 $ 225,520 Granted — — — — Exercised — — — — Forfeited and canceled — — — — Outstanding at January 31, 2019 — $ — 1.5 $ 225,520 Granted — — — — Exercised — — — — Forfeited and canceled — — — — Outstanding at January 31, 2020 — $ — 1.5 $ 225,520 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jan. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES The Company has adopted ASC 740-10, “ Income Taxes” The income tax expense (benefit) consisted of the following for the fiscal year ended January 31, 2020 and 2019: January 31, 2020 January 31, 2019 Total current $ — $ — Total deferred — — $ — $ — Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following is a reconciliation of the expected statutory federal income tax provision to the actual income tax benefit for the fiscal year ended January 31, 2020(in thousands): January 31, 2020 Federal statutory rate $ (805 ) Permanent timing differences 24 Effect of change in US Tax rates for deferral items — Other (23 ) Change in valuation allowance 804 $ — For the year ended January 31, 2020, the expected tax benefit is calculated at the 2019 statutory rate of 21%. The effect for temporary timing differences are also calculated at the 25% statutory rate effective for fiscal year ended January 31, 2019. For the year ended January 31, 2020, the expected tax benefit, temporary timing differences and long-term timing differences are calculated at the 21% statutory rate. Significant components of the Company’s deferred tax assets and liabilities were as follows for the fiscal year ended January 31, 2020 and 2019: January 31, 2020 January 31, 2019 Deferred tax assets: Net operating loss carryforwards $ 874,000 $ 59,749 Total deferred tax assets 874,000 59,749 Deferred tax liabilities: Depreciation 10,000 — Deferred revenue — — Total deferred tax liabilities 10,000 — Net deferred tax assets: Less valuation allowance (864,000 ) (59,749 ) Net deferred tax assets (liabilities) $ — $ — The Company has incurred losses since inception, therefore, the Company has no federal tax liability. Additionally there are limitations imposed by certain transactions which are deemed to be ownership changes which occurred in the Company on November 29, 2018. The net deferred tax asset generated by the loss carryforward has been fully reserved. The cumulative net operating loss carryforward was approximately $4.164 million at January 31, 2020 and $614,146 at January 31, 2019, that is available for carryforward for federal income tax purposes and begin to expire in 2039. Although the Company has tax loss carry-forwards, there is uncertainty as to utilization prior to their expiration. Accordingly, the future income tax asset amounts have been fully reserved by a valuation allowance. The Company has maintained a full valuation allowance against its deferred tax assets at January 31, 2020 and 2019. A valuation allowance is required to be recorded when it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Since the Company cannot be assured of realizing the net deferred tax asset, a full valuation allowance has been provided. The Company does not have any uncertain tax positions at January 31, 2020 and 2019 that would affect its effective tax rate. The Company does not anticipate a significant change in the amount of unrecognized tax benefits over the next twelve months. Because the Company is in a loss carryforward position, the Company is generally subject to US federal and state income tax examinations by tax authorities for all years for which a loss carryforward is available. If and when applicable, the Company will recognize interest and penalties as part of income tax expense. During the fiscal year ended January 31, 2020 and 2019, the Company recognized no amounts related to tax interest or penalties related to uncertain tax positions. The Company is subject to taxation in the United States and various state jurisdictions. The Company currently has no years under examination by any jurisdiction. On November 29, 2018, the Company consummated a share exchange agreement whereby there was a change of control and any net operating losses up to the date of the transaction were forfeited. The Company’s tax returns for the years ended January 31, 2020, 2019, and 2018 are open for examination under Federal statute of limitations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jan. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES On June 1, 2015, the Company entered into a 36-month lease agreement for its 2,590 sf office facility with a minimum base rent of $2,720 per month. The Company paid base rent and their share of maintenance expense of $43,200 and $43,200 related to this lease for the periods ended January 31, 2019 and 2018, respectively. The lease is currently on a month to month basis since the lease has not been renewed and the Company records the payments as rent expense. This lease was with a shareholder – See Note 8 – Related Party Transactions. On August 30, 2016, the Company entered into a 60-month lease agreement for its 3,554 sf warehouse facility starting in December 2016 with a minimum base rent of $2,132 and estimated monthly CAM charges of $1,017 per month. This lease is with a shareholder – See Note 8 – Related Party Transactions. On July 1, 2018, the Company entered into a 60-month lease agreement with its minority shareholder for its 8,800 sf warehouse facility with a minimum base rent of $6,400 per month. In September 2019 the Company entered into an operating lease for premises with an annual rent of $15,480, a three year term commencing September 1, 2019 to August 31, 2022 and a one year renewal option. In October 2019 the Company entered into an operating lease for a vehicle with an annual cost of $9,067 and a three year term. The company paid initial fees of $17,744 and will pay fees on lease termination of $395. On a straight-line basis these costs amount to $1,259 per month. Maturity of Lease Liabilities Operating January 31, 2021 $ 136,318 January 31, 2022 136,318 January 31, 2023 131,280 January 31, 2024 89,604 January 31, 2025 30,004 After January 31, 2025 55,005 Total lease payments 578,529 Less: Interest (111,460 ) Present value of lease liabilities $ 467,069 The Company had total rent expense and operating lease cost of $150,668 and $124,899 for the years ended January 31, 2020 and 2019, respectively. There is pending litigation initiated by the Company around the validity of a $100,000 note which the Company signed based upon representations of funding from the maker which were never received. The Company initiated litigation to dispute the note and the 1,692 shares that have been issued. There was no consideration for the issuance of the shares and the shares have been accounted for as if they were returned and cancelled although they have not been returned. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jan. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 – RELATED PARTY TRANSACTIONS As of January 31, 2020 and 2019, the Company had $155,750 and $180,000, respectively, of related party accrued expenses related to accrued compensation for employees and consultants. In April 2018, the Company’s landlord entered into an agreement with controlling shareholder of the Company, which was amended in November 2019, such that the Company obtained a rent abatement of approximately $150,000 over a 20 month period of the terms of the two leases. As of January 31, 2020 and January 31, 2019, the balance of prepaid rent totaled $7,500 and $97,500, respectively. In September 2019, an officer of our operating subsidiary and beneficial owner of the Company acquired a vehicle and paid the Company approximately $65,000 for the vehicle. During the year ended January 31, 2020, an officer of our operating subsidiary used a personal American Express charge card with the business and charged approximately $227,000 in personal expenses to the card and repaid the Company approximately $232,000. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jan. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Conversion of notes Subsequent to the balance sheet date Other Agreements On February 26, 2020 the Company entered into an agreement with a lender to exchange $1,070,034 in short-term convertible debt, $122,000 in short-term debt and $198,028 for a total of $1,390,062 in associated interest into 250 Class C preferred shares. The shares were recorded at par value with the balance increasing paid in capital. On March 5, 2020 the Company entered into a short-term working capital loan for $204,051 including cash proceeds of $ 200,000, fees of $4,051 and minimum payments of $20,405 every 90 days. The Company has pledged a security interest on all accounts receivable and banks accounts of the Company. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2020 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business – On November 29, 2018, the Company entered into a transaction (the “Share Exchange”), pursuant to which the Company acquired 100% of the issued and outstanding equity securities of The 4LESS Corp. (“4LESS”), in exchange for the issuance of (i) nineteen thousand (19,000) shares of Series B Preferred Stock, (ii) six thousand seven hundred fifty (6,750) shares of Series C Preferred Stock, and (iii) 870 shares of Series D Preferred Stock. The Series C Preferred Shares have a right to convert into common stock of the Company by multiplying the number of issued and outstanding shares of common stock by 2.63 on the conversion date. The Share Exchange closed on November 29, 2018. As a result of the Share Exchange, the former shareholders of 4LESS became the controlling shareholders of the Company. The Share Exchange was accounted for as a reverse takeover/recapitalization effected by a share exchange, wherein 4LESS is considered the acquirer for accounting and financial reporting purposes. The capital, share price, and earnings per share amount in these consolidated financial statements for the period prior to the reverse merger were restated to reflect the recapitalization in accordance with the shares issued as a result of the reverse merger except otherwise noted. 4LESS was formed as Vegas Suspension & Offroad, LLC on October 24, 2013 as a Nevada limited liability company and converted to a Nevada corporation with the same name on May 8, 2017. On April 2, 2018, the Company changed its name to The 4LESS Corp. The Corporation had S Corporation status. The Corporation operates as an e-commerce auto and truck parts sales company. As a result of the share exchange, the Company is now a holding company operating through 4LESS and offers products including exhaust systems, suspension systems, wheels, tires, stereo systems, truck bed covers, and shocks. On December 30, 2019 4LESS changed its name to Auto Parts 4Less, Inc. |
Significant Accounting Policies | Significant Accounting Policies The Company’s management selects accounting principles generally accepted in the United States of America (“U.S. GAAP”) and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements. |
Basis of Presentation | Basis of Presentation The Company prepares its financial statements on the accrual basis of accounting in conformity with U.S. GAAP. |
Principles of Consolidation | Principles of Consolidation The financial statements include the accounts of The 4LESS Group, Inc. as well as Auto Parts 4Less, Inc.(formerly The 4LESS Corp.) and JBJ Wholesale LLC. All significant inter-company transactions have been eliminated. All amounts are presented in U.S. Dollars unless otherwise stated. |
Use of Estimates | Use of Estimates In order to prepare financial statements in conformity with accounting principles generally accepted in the United States, management must make estimates, judgments and assumptions that affect the amounts reported in the financial statements and determine whether contingent assets and liabilities, if any, are disclosed in the financial statements. The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements are based. The most significant estimates included in these consolidated financial statements are those associated with the assumptions used to value derivative liabilities. |
Reclassifications | Reclassifications Certain amounts in the Company’s consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less to be cash equivalents. At times, cash balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The carrying amount of cash and cash equivalents approximates fair market value. |
Inventory Valuation | Inventory Valuation Inventories are stated at the lower of cost or net realizable value. Inventories are valued on a first-in, first-out (FIFO) basis. Inventory is comprised of finished goods. |
Concentrations | Concentrations Cost of Goods Sold For the year ended January 31, 2020 the Company purchased approximately 59% of its inventory and items available for sale from third parties from three vendors. As of January 31, 2020, the net amount due to the vendors included in accounts payable was $369,592. For the year ended January 31,2019, the Company purchased its inventory and items available for sale from third parties from three third-party vendors (68%). As of January 31, 2019, the net amount due to theses vendors included in accounts payable was $162,514. The Company believes there are numerous other suppliers that could be substituted should the supplier become unavailable or non-competitive. |
Leases | Leases We adopted ASU No. 2016-02— Leases (Topic 842) In addition, we elected the hindsight practical expedient to determine the lease term for existing leases. Our election of the hindsight practical expedient resulted in the shortening of lease terms for certain existing leases and the useful lives of corresponding leasehold improvements. In our application of hindsight, we evaluated the performance of the leased stores and the associated markets in relation to our overall real estate strategies, which resulted in the determination that most renewal options would not be reasonably certain in determining the expected lease term. Adoption of the new standard resulted in the recording of additional net lease assets and lease liabilities of $454,087 and $454,087 respectively, as of February 1, 2019. The standard did not materially impact our consolidated net earnings, retained earnings and had no impact on cash flows |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized when items of income and expense are recognized in the financial statements in different periods than when recognized in the tax return. Deferred tax assets arise when expenses are recognized in the financial statements before the tax returns or when income items are recognized in the tax return prior to the financial statements. Deferred tax assets also arise when operating losses or tax credits are available to offset tax payments due in future years. Deferred tax liabilities arise when income items are recognized in the financial statements before the tax returns or when expenses are recognized in the tax return prior to the financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. ASC 740, Accounting for Income Taxes requires companies to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. The Company’s gross deferred tax assets were revalued based on the reduction in the federal statutory tax rate from 35% to 21%. A corresponding offset has been made to the valuation allowance, and any potential other taxes arising due to the Tax Act will result in reductions to the Company’s net operating loss carryforward and valuation allowance. The Company will continue to analyze the Tax Act to assess its full effects on the Company’s financial results, including disclosures, for the Company’s fiscal year ending January 31, 2020, but the Company does not expect the Tax Act to have a material impact on the Company’s consolidated financial statements. On November 29, 2018, the Company completed a reverse merger with 4LESS. At such time that there was a change in control, all net operating losses for tax purposes of the parent were no longer available for carryforward and the parent started to accumulate profits or losses from that point forward. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash, accounts payable, advances and notes payable. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments. Derivatives are recorded at fair value at each period end. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The ASC guidance for fair value measurements and disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 Inputs Level 2 Inputs Level 3 Inputs As of January 31, 2020 and 2019, the Company’s derivative liabilities were measured at fair value using Level 3 inputs. See Note 9. The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of January 31, 2020: January 31, 2020 Quoted Prices in Significant Significant Liabilities: Derivative Liabilities – embedded redemption feature $ 2,611,125 $ — $ — $ 2,611,125 Totals $ 2,611,125 $ — $ — $ 2,611,125 |
Related Party Transactions | Related Party Transactions The Company has a verbal policy that includes procedures intended to ensure compliance with the related party provisions in common practice for public companies. For purposes of the policy, a “related party transaction” is a transaction in which the Company or any one of its subsidiaries participates and in which a related party has a direct or indirect material interest, other than ordinary course, arms-length transactions of less than 1% of the revenue of the counterparty. Any transaction exceeding the 1% threshold, and any transaction involving consulting, financial advisory, legal or accounting services that could impair a director’s independence, must be approved by the CEO. Any related party transaction in which an executive officer or a Director has a personal interest, or which could present a possible conflict under the Guide to Ethical Conduct, must be approved by Board of Directors, following appropriate disclosure of all material aspects of the transaction. |
Derivative Liability | Derivative Liability The derivative liabilities are valued as a level 3 input under the fair value hierarchy for valuing financial instruments. The derivatives arise from convertible debt where the debt and accrued interest is convertible into common stock at variable conversion prices and reclassification of equity instrument to liability due to insufficient shares for issuance. As the price of the common stock varies, it triggers a gain or loss based upon the discount to market assuming the debt was converted at the balance sheet date. When evaluating the effect of the issuance of new equity-linked or equity-settled instruments on previously issued instruments, the Company uses first-in, first-out method (“FIFO”) where authorized and unused shares would first be used to satisfy the earliest issued equity-linked instruments. As of January 31, 2019, warrants to purchase 0 common shares (583 shares before the reverse split of 2/25/2020 referred to in Note 6) issued in July 2014 were not classified as derivative liability while the remaining warrants outstanding were classified as derivative liability based on the FIFO method. The fair value of the derivative liability is determined using a lattice model, is re-measured on the Company’s reporting dates, and is affected by changes in inputs to that model including our stock price, historical stock price volatility, the expected term, and both high risk and the risk-free interest rate. The most sensitive inputs to the model are for expected time for the holder to convert or be repaid and the estimated historical volatility of the Company’s common stock. However, because the historical volatility of the Company’s common stock is so high (see Note 7), the sensitivity required to change the liability by 1% as of January 31, 2020 is greater than 25% change in historical volatility as of that date. The other inputs, such as risk free rate, high yield cash rate and stock price all have a sensitivity for a 1% change in the input variable results in a significantly less than 1% change in the calculated derivative liability. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation Because the Company’s sales agreements generally have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. Disaggregation of Revenue: Channel Revenue The following table shows revenue split between proprietary and third party website revenue for the years ended January 31, 2020 and 2019: Change 2020 2019 $ % Proprietary website revenue $ 3,246,351 $ 1,777,825 $ 1,468,526 83% Third party website revenue 4,939,863 6,534,785 (1,594,922 ) (24% ) Total Revenue $ 8,186,214 $ 8,312,610 $ (126,396 ) (2% ) The Company’s performance obligations are satisfied at the point in time when products are received by the customer, which is when the customer has title and obtained the significant risks and rewards of ownership. Therefore, the Company’s contracts have a single performance obligation (shipment of product). The Company primarily receives fixed consideration for sales of product. Shipping and handling amounts paid by customers are primarily for online orders, and are included in revenue. Sales tax and other similar taxes are excluded from revenue. Revenue is recorded net of provisions for discounts and promotion allowances, which are typically agreed to upfront with the customer and do not represent variable consideration. Discounts and promotional allowances vary the consideration the Company is entitled to in exchange for the sale of products to customers. The Company recognizes these discounts and promotional allowances in the same period that the revenue is recognized for products sales to customers. The amount of revenue recognized represents the amount that will not be subject to a significant future reversal of revenue. The customer pays the Company by credit card prior to delivery. The Company offers a 30 day satisfaction guaranteed return policy however the customer must pay for the return shipment. The return must be previously authorized, cannot be either damaged or previously installed and must be in saleable condition. In the Company’s experience this amount is immaterial and therefore no provision has been recorded on the Company’s books. Any defective merchandise falls under the manufacturer’s limited warranty and is subject to the manufacturer’s inspection. The manufacturer has the option to repair or replace the item. All sales to customers are generally final. However, the Company accepts returned product due to quality or issues relating to product description or incorrect product orders and in such instances the Company would replace the product or refund the customers funds The Company’s customers generally pre-pay for the products. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock options at fair value. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the service period, if any, of the stock option. |
Loss per Common Share | Loss per Common Share ASC 260, Earnings Per Share, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. EPS has been adjusted to reflect the effects of stock dividends, stock splits, and reverse stock splits back to inception. Basic net loss per share of common stock excludes dilution and is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity unless inclusion of such shares would be anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at January 31, 2020 and 2019 are as follows: January 31, Security 2020 2019 Convertible notes and accrued interest 16,355,950 2,209,181 Convertible Class C Preferred Shares 1,411,692 398 Warrants to purchase common stock 1 1 17,767,643 2,209,580 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) which simplifies goodwill impairment testing by requiring that such periodic testing be performed by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company is currently evaluating the impact of Topic 350 on its consolidated financial statements and related disclosures, which is effective for fiscal years, including interim periods, beginning after December 15, 2019.We will adopt on February 1, 2020 and expect no impact. Fair Value Measurement In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvement to Nonemployee Share-Based Payment Accounting, which is part of the FASB’s simplification initiative to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This update provides consistency in the accounting for share-based payments to nonemployees with that of employees. The updated guidance had no impact on the Company’s consolidated financial position, results of operations or cash flows. In addition to the above, the Company has reviewed all other recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. There were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of fair value of assets acquired and liabilities | The following table sets forth, by level within the fair value hierarchy, the Company’s financial liabilities that were accounted for at fair value on a recurring basis as of January 31, 2020: January 31, 2020 Quoted Prices in Significant Significant Liabilities: Derivative Liabilities – embedded redemption feature $ 2,611,125 $ — $ — $ 2,611,125 Totals $ 2,611,125 $ — $ — $ 2,611,125 |
Schedule of disaggregation of Revenue | The following table shows revenue split between proprietary and third party website revenue for the years ended January 31, 2020 and 2019: Change 2020 2019 $ % Proprietary website revenue $ 3,246,351 $ 1,777,825 $ 1,468,526 83% Third party website revenue 4,939,863 6,534,785 (1,594,922 ) (24% ) Total Revenue $ 8,186,214 $ 8,312,610 $ (126,396 ) (2% |
Schedule of diluted loss per share | Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share at January 31, 2020 and 2019 are as follows: January 31, Security 2020 2019 Convertible notes and accrued interest 16,355,950 2,209,181 Convertible Class C Preferred Shares 1,411,692 398 Warrants to purchase common stock 1 1 17,767,643 2,209,580 |
PROPERTY (Tables)
PROPERTY (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property | Property consists of the following at January 31, 2019 and 2018: 2020 2019 Office furniture, fixtures and equipment $ 95,163 $ 78,421 Shop equipment 43,004 43,004 Vehicles 40,433 185,095 Sub-total 178,600 306,520 Less: Accumulated depreciation (64,091 ) (64,394 ) Total Property $ 114,509 $ 242,126 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Leases [Abstract] | |
Schedule of operating lease assets and liabilities | Below is a summary of our lease assets and liabilities at January 31, 2020 and January 31, 2019. Leases Classification January 31, 2020 January 31, 2019 Assets Operating Operating Lease Assets $ 483,193 $ 454,087 Liabilities Current Operating Current Operating Lease Liability $ 101,984 $ 74,179 Noncurrent Operating Noncurrent Operating Lease Liabilities 365,085 379,908 Total lease liabilities $ 467,069 $ 454,087 |
SHORT-TERM AND LONG-TERM DEBT (
SHORT-TERM AND LONG-TERM DEBT (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt | The components of the Company’s short-term and long term debt as of January 31, 2019 and 2018 were as follows: January 31, 2020 January 31, 2019 Vehicle Note Payable - $49,494, dated April 19, 2017, 7.24% interest, 72 payments of $851 starting May 29, 2017 and ending April 2023 (2) $ — $ 38,690 Working Capital Note Payable - $175,000, dated March 16, 2019, repayment of 10% of all eBay sales until paid in full, minimum payments of $17,769 per quarter until paid, fees of $2,696 repaid in full on May 9, 2019 — — Working Capital Note Payable-$ 200,000 dated May 12, 2019, repayment of 10% of all eBay sales proceeds until paid in full, minimum payment of $20,341 per quarter, repaid in full on July 11, 2019, fees of $3,418 — — Working Capital Note Payable-$ 200,000 dated October 25, 2019, repayment of 10% of all eBay sales proceeds until paid in full, minimum payment of $20,417, fees of $4,173 effective interest rate of 7% (4) (4) 6,978 * — Loan dated October 8, 2019, repayable at $4,678.86 per month commencing on November 8, 2019, maturing April 8, 2021, interest at 15% per annum 63,635 * — Loan dated October 14, 2019, repayable in average monthly instalments of $11,200, maturing April 14, 2020, interest and fees $ 7,200, effective interest 35.50% per annum (5)(6) 30,000 * — Working Capital Note Payable-$ 200,000 dated July 19, 2019, repayment of 10% of all eBay sales proceeds until paid in full, minimum payment of $20,334, fees of $3,343 effective interest rate of 7% (4) — — Working Capital Note Payable - $175,000, dated January 15, 2019, repayment of 10% of all eBay sales until paid in full, minimum payments of $12,695 per quarter until paid — 153,057 Amazon working capital note, original loan of $94,000 Sept 6, 2018, 9.22% interest, monthly payments of $16,091 paid in full March 5, 2019 — 31,814 SFS Funding Loan, original loan of $298,400 October 5, 2018, 24% interest, weekly payments of $7,581, maturing and repaid in full October 9, 2019 (3) — 194,642 SFS Funding Loan, original loan of $389,980 January 8, 2020, 24% interest, weekly payments of $6,006, maturing April 7, 2021 (5) 371,963 * — Forklift Note Payable, original note of $20,432.59 Sept 26,2018, 6.23% interest, 60 monthly payments of $394.54 ending August 2023 (1) 16,106 # 19,690 Loan dated July 31, 2019, $61,200 including $1,200 fee due and repaid August 6, 2019 — — Demand loan -$122,000 dated August 19, 2019 25% interest, 5% fee on outstanding balance (5) 122,000 * — Demand loan-$2,500, dated March 8, 2019, 25% interest, 5% fee on outstanding balance 2,500 * — Demand loan -$65,500 dated February 27, 2019, 25% interest, 5% fee on outstanding balance, Secured by the general assets of the Company 12,415 * — Total $ 625,597 $ 437,893 * Short -term notes of $609,491 # Long-term loan of $ 16,106 including current portion of $4,166 (1) Secured by equipment having a net book value of $18,243 (2) Secured by equipment having a net book value of $61,744 (3) The Company has pledged a security interest on all accounts receivable and banks accounts of the Company. Obligation under personal guaranty by controlling shareholder of the Company. (4) The Company has pledged a security interest on all accounts receivable and banks accounts of the Company. (5) The Company has pledged a security interest on all assets of the Company. (6) The amounts due under the note are personally guaranteed by an officer or a director of the Company. |
Schedule of future minimum payments | The following are the minimum amounts due on the notes as of January 31, 2020: Year Ended Amount Jan 31, 2021 $ 613,657 Jan 31, 2022 4,107 Jan 31, 2023 4,371 Jan 31, 2024 3,462 Total $ 625,597 |
SHORT-TERM CONVERTIBLE DEBT (Ta
SHORT-TERM CONVERTIBLE DEBT (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of short term convertible debt | The components of the Company’s convertible debt as of January 31, 2020 and 2019 were as follows: Interest Default Interest Conversion Outstanding Principal at Maturity Date Rate Rate Price January 31, 2020 January 31, 2019 Nov 4, 2013* 12% 12% $1,800,000 $ 100,000 $ 100,000 Jan 31, 2014* 12% 18% $2,400,000 16,000 16,000 Apr 24, 2020 (ii) 12% 24% (3) 69,730 69,730 July 31, 2013* 12% 12% $1,440,000 5,000 5,000 Jan 31, 2014* 12% 12% $2,400,000 30,000 30,000 Dec 24, 2015* (v) 8% 24% (1) 5,000 5,000 Sep 10, 2017 8% 24% (2) — 37,958 Sep 10, 2017 8% 24% (2) — 2,375 Sep 10, 2017 8% 24% (2) — 16,600 Sep 10, 2017 8% 24% (2) — 38,677 Dec 4, 2017 8% 24% (5) — 25,000 Feb 3, 2017* (ii)(iv) 8% 24% (5) 2.500 25,000 Mar 3, 2017* (ii)(iv) 8% 24% (6) 30,000 Mar 3, 2017* (ii)(iv) 8% 24% (6) 33,000 30,000 Mar 24, 2017* (ii)(iv) 8% 24% (6) 27,500 10,950 Apr 24, 2020 (ii)(iv)(vi) 12% 24% (3) 517,787 738,896 July 8, 2015* (v) 8% 24% (1) 5,500 5,500 Apr 24, 2020 (ii)(iv)(vi) 8% 24% (3) 4,500 4,500 Apr 24, 2020 8% 24% (3) 23,297 23,297 Apr 24, 2020 8% 24% (3) 7,703 7,703 Apr 24, 2020 8% 24% (3) 26,500 26,500 July 19, 2016* (v) 8% 24% (1) 5,000 5,000 March 24, 2017 8% 24% (5) — 25,000 Dec 27, 2018 15% 24% (5) — 56,925 Dec 27, 2018 15% 24% (4) — 1,202 Mar 23, 2019* (ii)(iv)(vi) 15% 24% (3) 4,444 18,325 Feb 20, 2019* (ix) 10% 10% (7) 343,047 274,438 Mar 23, 2019 15% 24% (3) — 12,355 Jun 6, 2019* (viii) 12% 18% (8) 43,577 123,750 Oct 24, 2019* (ii)(iv) 8% 24% (6) 45,595 47,250 Nov 14, 2019* (ii)(iv) 8% 24% (6) 86,625 78,750 Dec 14, 2019* (ii)(iv) 8% 24% (6) 143,000 130,000 Dec 28, 2019* (i)(iv)(vi) 12% 18% (7) 133,333 125,000 Jan 9, 2020* (ii)(iv) 8% 24% (2) 68,750 62,500 March 1, 2020 (x) 10% 15% (9) 40,939 — March 14, 2020 (iv)(vi) 15% 24% (11) 44,967 — April 3, 2020 (iv) 8% 24% (2) 172,148 — April 12, 2020 (xi) 10% 24% (3) 185,130 — May 13, 2020 (iv)(vi) 15% 24% (11) 55,000 — May 14, 2020 (iv)(vi) 8% 24% (2) 52,500 — May 24, 2020 (iv)(vi) 15% 24% (11) 40,000 — June 11, 2020 (iv)(vi) 15% 24% (11) 85,000 — June 26, 2020 (iv)(vi) 15% 24% (11) 76,000 — July 11, 2020 (iv)(vii) 15% 24% (11) 60,000 — Aug 29, 2020 (iv)(vii) 15% 24% (11) 45,000 — Sep 16, 2020 (iv)(vii) 15% 24% (11) 34,000 — Sep 27, 2020 (iv)(vii) 15% 24% (11) 34,000 — Oct 24, 2020 (iv)(vii) 15% 24% (11) 122,000 — Nov 7, 2020 (iv)(vii) 15% 24% (12) 42,000 — Nov 22, 2020 (ii)(iv)(vi) 8% 24% (2) 55,000 — Dec 10, 2020 (iv)(vii) 15% 24% (11) 55,000 — Dec 23, 2020 (ii)(iv)(vi) 8% 24% (2) 30,000 — Sub-total 2,976,072 2,209,181 Debt Discount (689,176 ) (309,021 ) $ 2,286,896 $ 1,900,160 (1) 52% of the lowest trading price for the fifteen trading days prior to conversion day. (2) 50% of the lowest trading price for the fifteen trading days prior to conversion day. (3) 50% of the lowest trading price for the twenty trading days prior to conversion day. (4) 50% of the lowest trading price for the forty trading days prior to conversion day, but not higher than $0.000075. (5) 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.001. (6) 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.005. (7) 60% of the lowest trading price for the twenty trading days prior to conversion day. (8) 52% of the lowest trading price for the twenty trading days prior to conversion day. (9) 55% of the lowest trading price for the twenty-five trading days prior to conversion day. (10) 50% of the lowest trading price for the twenty-five trading days prior to conversion day. (11) 50% of the lowest bid price for the twenty-five trading days prior to conversion day. (12) 45% of the lowest bid price for the fifteen trading days prior to conversion day (13) 50% of the lowest bid price for the fifteen trading days prior to conversion day. * In default (i) If the Company fails to maintain its status as “DTC Eligible” for any reason, or, if the effective Conversion Price as calculated in Section 4(a) is less than $0.0001 at any time (regardless of whether or not a Conversion Notice has been submitted to the Company), the Principal Amount of the Note shall increase by ten thousand dollars ($10,000) (under Holder’s and Company’s expectation that any Principal Amount increase will tack back to the Issuance Date). In addition, the Conversion Price shall be permanently redefined to equal the lesser of (a) $0.00001 or (b) 50% of the lowest traded price during the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part of this Note, subject to adjustment as provided in this Note. If at any time while this Note is outstanding, an Event of Default (as defined herein) occurs, then an additional discount of 15% shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 65% assuming no other adjustments are triggered hereunder). These above contingencies have not occurred. (ii) In the event the Company experiences a DTC ” Chill” on its shares, the conversion price shall be decreased to 40% instead of 50% while that “Chill” is in effect. If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. (iii) The share purchase agreements ancillary to the convertible note agreements do not allow the lender to engage in short sales. (iv) If the Company becomes delinquent or continues its delinquency in its periodic filings with the SEC after the 6-months anniversary of the note, then the holder is entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion. (v) In the event the Company experiences a DTC ” Chill” on its shares, the conversion price shall be decreased to 42% instead of 52% while that “Chill” is in effect. (vi) If the Company fails to maintain the share reserve at the 4x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. (vii) If the Company fails to maintain the share reserve at the 3x discount of the note 60 days after the issuance of the note, the conversion discount shall be increased by 10%. (viii) If at any time while this Note is outstanding, an event of default occurs, then an additional discount of 15% shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 65% assuming no other adjustments are triggered hereunder). If at any time while this Note is outstanding, the Borrower’s Common Stock are not deliverable via DWAC, an additional 10% discount shall be factored into the Variable Conversion Price until this Note is no longer outstanding (ix) If the Company fails to maintain its status as “DTC Eligible” for any reason, or, if the effective Conversion Price is less than $0.01 at any time, the Principal Amount of the Note shall increase by ten thousand dollars ($10,000). In addition, the Conversion price shall be permanently redefined to equal the lesser of (a) $0.001 or (b) 50% of the lowest traded price during the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part of this Note, subject to adjustment as provided in this Note. (x) In the event that shares of the Borrower’s Common Stock are not deliverable via DWAC following the conversion of any amount hereunder, an additional ten percent (10%) discount shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 55% assuming no other adjustments are triggered hereunder). Additionally, if the Borrower fails to comply with the reporting requirements of the Exchange Act (including but not limited to becoming late or delinquent in its filings, even if the Borrower subsequently cures such delinquency) at any time while after the Issue Date, and/or the Borrower shall cease to be subject to the reporting requirements of the exchange Act, an additional fifteen percent (15%) discount shall be factored into the Variable Conversion Price until this Note is no longer outstanding (resulting in a discount rate of 60% assuming no other adjustments are triggered hereunder). (xi) If the Borrower’s Common stock is chilled for deposit at DTC, becomes chilled at any point while this Note remains outstanding or deposit or other additional fees are payable due to a Yield Sign, Stop Sign or other trading restrictions, or if the closing price at any time falls below $0.01 (as appropriately and equitably adjusted for stock splits, stock dividends, stock contributions and similar events), then an additional 15% discount will be attributed to the Conversion Price for any and all Conversions submitted thereafter. |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of changes in fair value of the derivative liability | changes in unobservable long- dated volatilities) inputs (in thousands). Level 3 Derivatives Balance, January 31, 2018 $ 0 Derivatives Assumed upon Reverse Merger 5,162,556 Changes due to Issuance of New Convertible Notes 387,881 Changes due to Conversion of Notes Payable (277,990 ) Mark to Market Change in Derivatives (3,231,187 ) Balance, January 31, 2019 2,041,260 Changes due to Issuance of New Convertible Notes 1,212,189 Reduction of derivative due to extinguishment (67,623 ) Changes due to Conversion of Notes Payable (755,253 ) Mark to Market Change in Derivatives 180,552 Balance, January 31, 2020 $ 2,611,125 |
Schedule of derivative liability | A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of January 31, 2020 is as follows: Embedded Derivative Liability As of Strike price $ 0.0010 - 6.24 Contractual term (years) 0.08 - 1.00 years Volatility (annual) 313.10% - 507.48% High yield cash rate 21.44% - 30.30% Underlying fair market value .0001 - 3.59 Risk-free rate 1.45% - 2.55% Dividend yield (per share) 0% |
STOCKHOLDERS' DEFICIT (Tables)
STOCKHOLDERS' DEFICIT (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Equity [Abstract] | |
Schedule of issued options and warrants outstanding | The Company had the following options and warrants outstanding at January 31, 2020: Issued To # Warrants Dated Expire Strike Price Expired Exercised Lender 1.4 01/08/2018 01/08/2021 $1,800 per share N N |
Schedule of options and warrants outstanding | The Company had the following options and warrants outstanding at January 31, 2020: Options Weighted Average Warrants Weighted Average Outstanding at January 31, 2018 — $ — 1.5 $ 225,520 Granted — — — — Exercised — — — — Forfeited and canceled — — — — Outstanding at January 31, 2019 — $ — 1.5 $ 225,520 Granted — — — — Exercised — — — — Forfeited and canceled — — — — Outstanding at January 31, 2020 — $ — 1.5 $ 225,520 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense (benefit) | The income tax expense (benefit) consisted of the following for the fiscal year ended January 31, 2020 and 2019: January 31, 2020 January 31, 2019 Total current $ — $ — Total deferred — — $ — $ — |
Schedule of statutory federal income tax provision | The following is a reconciliation of the expected statutory federal income tax provision to the actual income tax benefit for the fiscal year ended January 31, 2020(in thousands): January 31, 2020 Federal statutory rate $ (805 ) Permanent timing differences 24 Effect of change in US Tax rates for deferral items — Other (23 ) Change in valuation allowance 804 $ — |
Schedule of deferred tax asset | Significant components of the Company’s deferred tax assets and liabilities were as follows for the fiscal year ended January 31, 2020 and 2019: January 31, 2020 January 31, 2019 Deferred tax assets: Net operating loss carryforwards $ 874,000 $ 59,749 Total deferred tax assets 874,000 59,749 Deferred tax liabilities: Depreciation 10,000 — Deferred revenue — — Total deferred tax liabilities 10,000 — Net deferred tax assets: Less valuation allowance (864,000 ) (59,749 ) Net deferred tax assets (liabilities) $ — $ — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jan. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum lease obligations | Maturity of Lease Liabilities Operating January 31, 2021 $ 136,318 January 31, 2022 136,318 January 31, 2023 131,280 January 31, 2024 89,604 January 31, 2025 30,004 After January 31, 2025 55,005 Total lease payments 578,529 Less: Interest (111,460 ) Present value of lease liabilities $ 467,069 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies (Details) - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 |
Liabilities: | |||
Derivative Liabilities - embedded redemption feature | $ 2,611,125 | ||
Totals | 2,611,125 | $ 2,041,260 | |
Quoted Prices in Active Markets For Identical Assets (Level 1) [Member] | |||
Liabilities: | |||
Derivative Liabilities - embedded redemption feature | |||
Totals | |||
Significant Other Observable Inputs (Level 2) [Member] | |||
Liabilities: | |||
Derivative Liabilities - embedded redemption feature | |||
Totals | |||
Significant Unobservable Inputs (Level 3) [Member] | |||
Liabilities: | |||
Derivative Liabilities - embedded redemption feature | 2,611,125 | $ 2,041,260 | $ 0 |
Totals | $ 2,611,125 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies (Details 1) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Revenue | $ 8,186,214 | $ 8,312,610 |
Proprietary Website Revenue [Member] | ||
Revenue | 3,246,351 | 1,777,825 |
Change in revenue | $ 1,468,526 | $ (1,594,922) |
Percentage change in revenue | 83.00% | (24.00%) |
Third Party Website Revenue [Member] | ||
Revenue | $ 4,939,863 | $ 6,534,785 |
Change in revenue | $ (126,396) | |
Percentage change in revenue | (2.00%) |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies (Details 2) - shares | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Antidilutive securities excluded from computation of earnings per share | 17,767,643 | 2,209,580 |
Series C Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 1,411,692 | 398 |
Convertible Notes And Accrued Interest [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 16,355,950 | 2,209,181 |
Warrants To Purchase Common Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share | 1 | 1 |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Nov. 29, 2018 | Dec. 22, 2017 | Jan. 31, 2020 | Jan. 31, 2019 | Feb. 25, 2020 | |
Date of incorporation | Dec. 5, 2007 | ||||
Business acquisition transaction of equity securities, description | The Company entered into a transaction (the “Share Exchange”), pursuant to which the Company acquired 100% of the issued and outstanding equity securities of The 4LESS Corp. (“4LESS”), in exchange for the issuance of (i) nineteen thousand (19,000) shares of Series B Preferred Stock, (ii) six thousand seven hundred fifty (6,750) shares of Series C Preferred Stock, and (iii) 870 shares of Series D Preferred Stock. The Series C Preferred Shares have a right to convert into common stock of the Company by multiplying the number of issued and outstanding shares of common stock by 2.63 on the conversion date. | ||||
Federal statutory tax rate | 21.00% | 25.00% | |||
Warrants to purchase common shares | 0 | ||||
Net lease assets and lease liabilities | $ 483,193 | $ 454,087 | |||
Accounts payable | $ 369,592 | $ 162,514 | |||
Third Parties From Three Vendors [Member] | |||||
Percentage of inventory | 59.00% | 68.00% | |||
Series D Preferred Stock [Member] | |||||
Preferred stock shares outstanding | 870 | 870 | |||
Warrants To Purchase Common Stock [Member] | |||||
Warrants to purchase common shares | 583 | ||||
Minimum [Member] | |||||
Federal statutory tax rate | 21.00% | ||||
Maximum [Member] | |||||
Federal statutory tax rate | 35.00% |
GOING CONCERN AND FINANCIAL P_2
GOING CONCERN AND FINANCIAL POSITION (Details Narrative) - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 |
Going Concern and Financial Position [Abstract] | |||
Accumulated deficit | $ (21,569,153) | $ (17,689,307) | |
Working capital deficit | 7,470,466 | ||
Cash and cash equivalents | $ 162,124 | $ 59,401 | $ 377,833 |
PROPERTY (Details)
PROPERTY (Details) - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 |
Sub-total | $ 178,600 | $ 306,520 |
Less: Accumulated depreciation | (64,091) | (64,394) |
Total Property | 114,509 | 242,126 |
Office Furniture, Fixtures and Equipment [Member] | ||
Sub-total | 95,163 | 78,421 |
Shop Equipment [Member] | ||
Sub-total | 43,004 | 43,004 |
Vehicles [Member] | ||
Sub-total | $ 40,433 | $ 185,095 |
PROPERTY (Details Narrative)
PROPERTY (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Purchase property | $ 1,000 | |
Purchase of Property and Equipment | 16,742 | $ 60,548 |
Disposed of property | 144,662 | |
Net book value | 109,527 | |
Disposal of Property and Equipment | 125,822 | 4,053 |
Depreciation expense | $ 34,832 | $ 40,958 |
Computer [Member] | ||
Property for their estimated useful lives | 3 years | |
Other Assets [Member] | ||
Property for their estimated useful lives | 7 years |
LEASES (Details)
LEASES (Details) - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 |
Assets | ||
Operating Lease Assets | $ 483,193 | $ 454,087 |
Current | ||
Current Operating Lease Liability | 101,984 | 74,179 |
Noncurrent | ||
Noncurrent Operating Lease Liabilities | 365,085 | 379,908 |
Total lease liabilities | $ 467,069 | $ 454,087 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Oct. 31, 2019 | Jan. 31, 2020 | Jan. 31, 2019 | |
Leases [Abstract] | ||||
Operating lease cost | $ 117,841 | $ 74,803 | ||
Annual rent | $ 15,480 | $ 9,067 | ||
Leases, description | A three year term commencing September 1, 2019 to August 31, 2022 and a one year renewal option. | Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. | ||
Incremental borrowing rate | 8.00% | |||
Operating terms lease payment,description | The company paid initial fees of $17,744 and will pay fees on lease termination of $395. On a straight-line basis these costs amount to $1,259 per month. | |||
Description of renewal lease term | One to 17 years or more, |
SHORT-TERM AND LONG-TERM DEBT_2
SHORT-TERM AND LONG-TERM DEBT (Details) - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 | |
Total | $ 625,597 | $ 437,893 | |
Working Capital Note Payable Two [Member] | |||
Debt | 6,978 | [1] | |
Loan One [Member] | |||
Debt | 63,635 | [1] | |
Loan Two [Member] | |||
Debt | 30,000 | [1] | |
SFS Funding Loan [Member] | |||
Debt | 371,963 | [1] | |
Demand Loan [Member] | |||
Debt | 122,000 | [1] | |
Demand Loan One [Member] | |||
Debt | 2,500 | [1] | |
Demand Loan Two [Member] | |||
Debt | 12,415 | [1] | |
Forklift Note Payable [Member] | |||
Debt | 16,106 | [2] | 19,690 |
SFS Funding Loan [Member] | |||
Debt | 194,642 | ||
Working Capital Note Payable Four [Member] | |||
Debt | 153,057 | ||
Working Capital Note Payable Three [Member] | |||
Debt | |||
Vehicle Note Payable [Member] | |||
Debt | 38,690 | ||
Working Capital Note Payable [Member] | |||
Debt | |||
Working Capital Note Payable One [Member] | |||
Debt | |||
Amazon Working Capital Note [Member] | |||
Debt | 31,814 | ||
Loan [Member] | |||
Debt | |||
[1] | Short -term notes of $609,491 | ||
[2] | Long-term loan of $ 16,106 including current portion of $4,166 |
SHORT-TERM AND LONG-TERM DEBT_3
SHORT-TERM AND LONG-TERM DEBT (Details 1) | Jan. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
Jan 31, 2021 | $ 613,657 |
Jan 31, 2022 | 4,107 |
Jan 31, 2023 | 4,371 |
Jan 31, 2024 | 3,462 |
Total | $ 625,597 |
SHORT-TERM AND LONG-TERM DEBT_4
SHORT-TERM AND LONG-TERM DEBT (Details Narrative) - USD ($) | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | ||
Accrued interest payable | $ 0 | $ 0 | |
Short-term notes | 609,491 | $ 381,512 | |
Vehicle Note Payable [Member] | |||
Notes payable principal amount | $ 49,494 | ||
Debt issuance date | Apr. 19, 2017 | ||
Debt start date | May 29, 2017 | ||
Debt end date | [1] | Apr. 30, 2023 | |
Maturity date | Aug. 13, 2019 | ||
Note payable percentage | 7.24% | ||
Description of payment terms | 72 payments | ||
Debt instrument periodic payment | $ 851 | ||
Secured equipment net book value | 61,744 | ||
Working Capital Note Payable [Member] | |||
Notes payable principal amount | $ 175,000 | ||
Debt issuance date | Mar. 16, 2019 | ||
Maturity date | May 9, 2019 | ||
Note payable percentage | 10.00% | ||
Debt fees | $ 2,696 | ||
Description of payment terms | Quarter | ||
Debt instrument periodic payment | $ 17,769 | ||
Working Capital Note Payable One [Member] | |||
Notes payable principal amount | $ 200,000 | ||
Debt issuance date | May 12, 2019 | ||
Maturity date | Jul. 11, 2019 | ||
Note payable percentage | 10.00% | ||
Debt fees | $ 3,418 | ||
Description of payment terms | Quarter | ||
Debt instrument periodic payment | $ 20,341 | ||
Working Capital Note Payable Two [Member] | |||
Notes payable principal amount | $ 200,000 | ||
Debt issuance date | Oct. 25, 2019 | ||
Maturity date | [2] | Jan. 25, 2020 | |
Note payable percentage | 10.00% | ||
Percentage of debt instrument effective interest rate | [2] | 7.00% | |
Debt fees | $ 4,173 | ||
Debt instrument periodic payment | 20,417 | ||
Loan One [Member] | |||
Notes payable principal amount | $ 4,679 | ||
Debt issuance date | Oct. 8, 2019 | ||
Debt start date | Nov. 8, 2019 | ||
Maturity date | Apr. 8, 2021 | ||
Note payable percentage | 15.00% | ||
Loan Two [Member] | |||
Notes payable principal amount | $ 11,200 | ||
Debt issuance date | Oct. 14, 2019 | ||
Maturity date | Apr. 14, 2020 | ||
Percentage of debt instrument effective interest rate | [2],[3] | 35.50% | |
Debt fees | $ 7,200 | ||
Debt instrument periodic payment | 11,200 | ||
Working Capital Note Payable Three [Member] | |||
Notes payable principal amount | $ 175,000 | ||
Debt issuance date | Jul. 19, 2019 | ||
Maturity date | Oct. 22, 2019 | ||
Note payable percentage | 10.00% | ||
Debt fees | $ 3,343 | ||
Debt instrument periodic payment | 20,334 | ||
Working Capital Note Payable Three [Member] | |||
Notes payable principal amount | $ 200,000 | ||
Note payable percentage | 10.00% | ||
Percentage of debt instrument effective interest rate | [2] | 7.00% | |
Working Capital Note Payable Four [Member] | |||
Debt issuance date | Jan. 15, 2019 | ||
Maturity date | Jan. 15, 2019 | ||
Description of payment terms | Quarter | ||
Debt instrument periodic payment | $ 12,695 | ||
Amazon Working Capital Note [Member] | |||
Notes payable principal amount | $ 94,000 | ||
Debt issuance date | Sep. 6, 2018 | ||
Maturity date | Mar. 5, 2019 | ||
Note payable percentage | 9.22% | ||
Description of payment terms | Monthly | ||
Debt instrument periodic payment | $ 16,091 | ||
SFS Funding Loan [Member] | |||
Notes payable principal amount | $ 298,400 | ||
Debt issuance date | Oct. 5, 2018 | ||
Maturity date | [4] | Oct. 9, 2019 | |
Note payable percentage | 24.00% | ||
Description of payment terms | Weekly | ||
Debt instrument periodic payment | $ 7,581 | ||
SFS Funding Loan [Member] | |||
Notes payable principal amount | $ 389,980 | ||
Debt issuance date | Jan. 8, 2020 | ||
Maturity date | Jan. 8, 2020 | ||
Note payable percentage | 24.00% | ||
Description of payment terms | Weekly | ||
Debt instrument periodic payment | $ 6,006 | ||
Forklift Note Payable [Member] | |||
Notes payable principal amount | $ 20,432 | ||
Debt issuance date | Sep. 26, 2018 | ||
Maturity date | [5] | Aug. 31, 2023 | |
Note payable percentage | 6.23% | ||
Description of payment terms | 60 monthly payments | ||
Debt instrument periodic payment | $ 395 | ||
Secured equipment net book value | 18,243 | ||
Loan [Member] | |||
Notes payable principal amount | $ 61,200 | ||
Debt issuance date | Jul. 31, 2019 | ||
Maturity date | Aug. 6, 2019 | ||
Debt fees | $ 1,200 | ||
Demand Loan [Member] | |||
Notes payable principal amount | $ 122,000 | ||
Debt issuance date | Aug. 19, 2019 | ||
Maturity date | Aug. 19, 2019 | ||
Note payable percentage | 25.00% | ||
Maturity date, description | [3] | 5% fee on outstanding balance | |
Demand Loan One [Member] | |||
Notes payable principal amount | $ 2,500 | ||
Maturity date | Mar. 8, 2019 | ||
Note payable percentage | 25.00% | ||
Maturity date, description | 5% fee on outstanding balance | ||
Demand Loan Two [Member] | |||
Notes payable principal amount | $ 65,500 | ||
Maturity date | Feb. 27, 2019 | ||
Note payable percentage | 25.00% | ||
Maturity date, description | 5% fee on outstanding balance, Secured by the general assets of the Company | ||
[1] | Secured by equipment having a net book value of $61,744 | ||
[2] | The Company has pledged a security interest on all accounts receivable and banks accounts of the Company. | ||
[3] | The Company has pledged a security interest on all assets of the Company. | ||
[4] | The Company has pledged a security interest on all accounts receivable and banks accounts of the Company. Obligation under personal guaranty by controlling shareholder of the Company. | ||
[5] | Secured by equipment having a net book value of $18,243 |
SHORT-TERM CONVERTIBLE DEBT (De
SHORT-TERM CONVERTIBLE DEBT (Details) - USD ($) | 12 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | ||
Sub-total | $ 2,976,072 | $ 2,209,181 | |
Debt Discount | (689,176) | (309,021) | |
Total | $ 2,286,896 | 1,900,160 | |
Debt Due on Nov 4, 2013 [Member] | |||
Maturity date | Nov. 4, 2013 | ||
Interest rate | 12.00% | ||
Default interest rate | 12.00% | ||
Conversion price | $ 1,800,000 | ||
Sub-total | $ 100,000 | 100,000 | |
Debt Due On Jan 31, 2014 [Member] | |||
Maturity date | Jan. 31, 2014 | ||
Interest rate | 12.00% | ||
Default interest rate | 18.00% | ||
Conversion price | $ 2,400,000 | ||
Sub-total | $ 16,000 | 16,000 | |
Debt Due on Apr 24, 2020 [Member] | |||
Maturity date | Apr. 24, 2020 | ||
Interest rate | 12.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [1] | ||
Sub-total | $ 69,730 | 69,730 | |
Debt Due On July 31, 2013 [Member] | |||
Maturity date | Jul. 31, 2013 | ||
Interest rate | 12.00% | ||
Default interest rate | 12.00% | ||
Conversion price | $ 1,440,000 | ||
Sub-total | $ 5,000 | 5,000 | |
Debt Due on Jan 31, 2014 [Member] | |||
Maturity date | Jan. 31, 2014 | ||
Interest rate | 12.00% | ||
Default interest rate | 12.00% | ||
Conversion price | $ 2,400,000 | ||
Sub-total | $ 30,000 | 30,000 | |
Debt Due On Dec 24, 2015 [Member] | |||
Maturity date | Dec. 24, 2015 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [2] | ||
Sub-total | $ 5,000 | 5,000 | |
Debt Due On Sep 10, 2017 [Member] | |||
Maturity date | Sep. 10, 2017 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [3] | ||
Sub-total | 37,958 | ||
Debt Sep 10, 2017 [Member] | |||
Maturity date | Sep. 10, 2017 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [3] | ||
Sub-total | 2,375 | ||
Debt Sep 10, 2017 [Member] | |||
Maturity date | Sep. 10, 2017 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [3] | ||
Sub-total | 16,600 | ||
Debt Sep 10, 2017 [Member] | |||
Maturity date | Sep. 10, 2017 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [3] | ||
Sub-total | 38,677 | ||
Debt Dec 4, 2017 [Member] | |||
Maturity date | Dec. 4, 2017 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Sub-total | 25,000 | ||
Debt Due On Feb 3, 2017 [Member] | |||
Maturity date | Feb. 3, 2017 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [4] | ||
Sub-total | $ 2,500 | 25,000 | |
Debt Due On Mar 3, 2017 [Member] | |||
Maturity date | Mar. 3, 2017 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [5] | ||
Sub-total | 30,000 | ||
Debt Due On Mar 3, 2017 [Member] | |||
Maturity date | Mar. 3, 2017 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [5] | ||
Sub-total | $ 33,000 | 30,000 | |
Debt Due On Mar 24, 2017 [Member] | |||
Maturity date | Mar. 24, 2017 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [5] | ||
Sub-total | $ 27,500 | 10,950 | |
Debt Due On Apr 24, 2020 [Member] | |||
Maturity date | Apr. 24, 2020 | ||
Interest rate | 12.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [1] | ||
Sub-total | $ 517,787 | 738,896 | |
Debt Due On July 8, 2015 [Member] | |||
Maturity date | Jul. 8, 2015 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [2] | ||
Sub-total | $ 5,500 | 5,500 | |
Debt Due On Apr 24, 2020 [Member] | |||
Maturity date | Apr. 24, 2020 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [1] | ||
Sub-total | $ 4,500 | 4,500 | |
Debt Due On Apr 24, 2020 [Member] | |||
Maturity date | Apr. 24, 2020 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [1] | ||
Sub-total | $ 23,297 | 23,297 | |
Debt Due On Apr 24, 2020 [Member] | |||
Maturity date | Apr. 24, 2020 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [1] | ||
Sub-total | $ 7,703 | 7,703 | |
Debt Due On Apr 24, 2020 [Member] | |||
Maturity date | Apr. 24, 2020 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [1] | ||
Sub-total | $ 26,500 | 26,500 | |
Debt Due On July 19, 2016 [Member] | |||
Maturity date | Jul. 19, 2016 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [2] | ||
Sub-total | $ 5,000 | 5,000 | |
Debt Due On March 24, 2017 [Member] | |||
Maturity date | Mar. 24, 2017 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [4] | ||
Sub-total | 25,000 | ||
Debt Due On Dec 27, 2018 [Member] | |||
Maturity date | Dec. 27, 2018 | ||
Interest rate | 15.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [6] | ||
Sub-total | 56,925 | ||
Debt Due On Dec 27, 2018 [Member] | |||
Maturity date | Dec. 27, 2018 | ||
Interest rate | 15.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [1] | ||
Sub-total | 1,202 | ||
Debt Due On Mar 23, 2019 [Member] | |||
Maturity date | Mar. 23, 2019 | ||
Interest rate | 15.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [1] | ||
Sub-total | $ 4,444 | 18,325 | |
Debt Due On Feb 20, 2019 [Member] | |||
Maturity date | Feb. 20, 2019 | ||
Interest rate | 10.00% | ||
Default interest rate | 10.00% | ||
Conversion price | [7] | ||
Sub-total | $ 343,047 | 274,438 | |
Debt Due On Mar 23, 2019 [Member] | |||
Maturity date | Mar. 23, 2019 | ||
Interest rate | 15.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [1] | ||
Sub-total | 12,355 | ||
Debt Due On Jun 6, 2019 [Member] | |||
Maturity date | Jun. 6, 2019 | ||
Interest rate | 12.00% | ||
Default interest rate | 18.00% | ||
Conversion price | [8] | ||
Sub-total | $ 43,577 | 123,750 | |
Debt Due On Oct 24, 2019 [Member] | |||
Maturity date | Oct. 24, 2019 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [5] | ||
Sub-total | $ 45,595 | 47,250 | |
Debt Due On Nov 14, 2019 [Member] | |||
Maturity date | Nov. 14, 2019 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [5] | ||
Sub-total | $ 86,625 | 78,750 | |
Debt Due On Dec 14, 2019 [Member] | |||
Maturity date | Dec. 14, 2019 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [5] | ||
Sub-total | $ 143,000 | 130,000 | |
Debt Due On Dec 28, 2019 [Member] | |||
Maturity date | Dec. 28, 2019 | ||
Interest rate | 12.00% | ||
Default interest rate | 18.00% | ||
Conversion price | [7] | ||
Sub-total | $ 133,333 | 125,000 | |
Debt Due On Jan 9, 2020 [Member] | |||
Maturity date | Jan. 9, 2020 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [3] | ||
Sub-total | $ 68,750 | 62,500 | |
Debt Due On March 1, 2020 [Member] | |||
Maturity date | Mar. 1, 2020 | ||
Interest rate | 10.00% | ||
Default interest rate | 15.00% | ||
Conversion price | [9] | ||
Sub-total | $ 40,939 | ||
Debt Due On March 14, 2020 [Member] | |||
Maturity date | Mar. 14, 2020 | ||
Interest rate | 15.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [10] | ||
Sub-total | $ 44,967 | ||
Debt Due On April 3, 2020 [Member] | |||
Maturity date | Apr. 3, 2020 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [3] | ||
Sub-total | $ 172,148 | ||
Debt Due On April 12, 2020 [Member] | |||
Maturity date | Apr. 12, 2020 | ||
Interest rate | 10.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [1] | ||
Sub-total | $ 185,130 | ||
Debt Due On May 13, 2020 [Member] | |||
Maturity date | May 24, 2020 | ||
Interest rate | 15.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [10] | ||
Sub-total | $ 40,000 | ||
Debt Due On May 14, 2020 [Member] | |||
Maturity date | May 13, 2020 | ||
Interest rate | 15.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [10] | ||
Sub-total | $ 55,000 | ||
Debt Due On May 24, 2020 [Member] | |||
Maturity date | May 14, 2020 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [10] | ||
Sub-total | $ 52,500 | ||
Debt Due On June 11, 2020 [Member] | |||
Maturity date | Jun. 11, 2020 | ||
Interest rate | 15.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [10] | ||
Sub-total | $ 85,000 | ||
Debt Due On June 26, 2020 [Member] | |||
Maturity date | Jun. 26, 2020 | ||
Interest rate | 15.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [10] | ||
Sub-total | $ 76,000 | ||
Debt Due On July 11, 2020 [Member] | |||
Maturity date | Jul. 11, 2020 | ||
Interest rate | 15.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [10] | ||
Sub-total | $ 60,000 | ||
Debt Due On Aug 29, 2020 [Member] | |||
Maturity date | Aug. 29, 2020 | ||
Interest rate | 15.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [10] | ||
Sub-total | $ 45,000 | ||
Debt Due On Sep 16, 2020 [Member] | |||
Maturity date | Sep. 16, 2020 | ||
Interest rate | 15.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [10] | ||
Sub-total | $ 34,000 | ||
Debt Due On Sep 27, 2020 [Member] | |||
Maturity date | Sep. 27, 2020 | ||
Interest rate | 15.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [10] | ||
Sub-total | $ 34,000 | ||
Debt Due On Oct 24, 2020 [Member] | |||
Maturity date | Oct. 24, 2020 | ||
Interest rate | 15.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [10] | ||
Sub-total | $ 122,000 | ||
Debt Due On Nov 7, 2020 [Member] | |||
Maturity date | Nov. 7, 2020 | ||
Interest rate | 15.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [11] | ||
Sub-total | $ 42,000 | ||
Debt Due On Nov 22, 2020 [Member] | |||
Maturity date | Nov. 22, 2020 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [3] | ||
Sub-total | $ 55,000 | ||
Debt Due On Dec 10, 2020 [Member] | |||
Maturity date | Dec. 10, 2020 | ||
Interest rate | 15.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [10] | ||
Sub-total | $ 55,000 | ||
Debt Due On Dec 23, 2020 [Member] | |||
Maturity date | Dec. 23, 2020 | ||
Interest rate | 8.00% | ||
Default interest rate | 24.00% | ||
Conversion price | [3] | ||
Sub-total | $ 30,000 | ||
[1] | 50% of the lowest trading price for the twenty trading days prior to conversion day. | ||
[2] | 52% of the lowest trading price for the fifteen trading days prior to conversion day. | ||
[3] | 50% of the lowest trading price for the fifteen trading days prior to conversion day. | ||
[4] | 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.001. | ||
[5] | 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.005. | ||
[6] | 50% of the lowest trading price for the forty trading days prior to conversion day, but not higher than $0.000075. | ||
[7] | 60% of the lowest trading price for the twenty trading days prior to conversion day. | ||
[8] | 52% of the lowest trading price for the twenty trading days prior to conversion day. | ||
[9] | 55% of the lowest trading price for the twenty-five trading days prior to conversion day. | ||
[10] | 50% of the lowest bid price for the twenty-five trading days prior to conversion day. | ||
[11] | 45% of the lowest bid price for the fifteen trading days prior to conversion day |
SHORT-TERM CONVERTIBLE DEBT (_2
SHORT-TERM CONVERTIBLE DEBT (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Accrued interest payable | $ 703,270 | $ 463,839 |
Converted Debt | $ 2,286,896 | 1,900,160 |
Common shares | 536,613 | |
Convertible debt, description | The Company entered into new convertible notes totaling $1,149,074 with one year maturities, interest rates ranging from 8%-15%, the Company received $958,250 in cash proceeds, recorded original issue discounts of $73,675, debt discounts from bifurcated conversion features of $1,077,844,and loan and interest of $117,149 was transferred from existing notes of the same lender. | |
Debt Instruments fees | $ 27,850 | |
Debt loan penalties | 482,709 | |
Amortization expense | 800,159 | 248,247 |
Derivative liability | 755,253 | |
Aggregate debt | $ 1,132,966 | |
Short term debt, description | If the Company fails to maintain its status as “DTC Eligible” for any reason, or, if the effective Conversion Price as calculated in Section 4(a) is less than $0.0001 at any time (regardless of whether or not a Conversion Notice has been submitted to the Company), the Principal Amount of the Note shall increase by ten thousand dollars ($10,000) (under Holder’s and Company’s expectation that any Principal Amount increase will tack back to the Issuance Date). In addition, the Conversion Price shall be permanently redefined to equal the lesser of (a) $0.00001 or (b) 50% of the lowest traded price during the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part of this Note, subject to adjustment as provided in this Note. | |
Convertible notes payable | $ 752,409 | $ 240,035 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Changes due to Conversion of Notes Payable | $ 755,253 | $ 277,990 |
Balance, January 31, 2020 | 755,253 | |
Significant Unobservable Inputs (Level 3) [Member] | ||
Balance, January 31, 2019 | 2,041,260 | 0 |
Derivatives Assumed upon Reverse Merger | 5,162,556 | |
Changes due to Issuance of New Convertible Notes | 1,212,189 | 387,881 |
Reduction of derivative due to extinguishment | (67,623) | |
Changes due to Conversion of Notes Payable | (755,253) | (277,990) |
Mark to Market Change in Derivatives | 180,552 | (3,231,187) |
Balance, January 31, 2020 | $ 2,611,125 | $ 2,041,260 |
DERIVATIVE LIABILITIES (Detai_2
DERIVATIVE LIABILITIES (Details 1) - Significant Unobservable Inputs (Level 3) [Member] | Jan. 31, 2020 |
Strike Price [Member] | Maximum [Member] | |
Derivative liability, measurement input | 0.0010 |
Strike Price [Member] | Minimum [Member] | |
Derivative liability, measurement input | 6.24 |
Contractual Term (Years) [Member] | Maximum [Member] | |
Contractual term | 29 days |
Contractual Term (Years) [Member] | Minimum [Member] | |
Contractual term | 1 year |
Volatility [Member] | Maximum [Member] | |
Derivative liability, measurement input | 507.48 |
Volatility [Member] | Minimum [Member] | |
Derivative liability, measurement input | 313.10 |
High Yield Cash Rate [Member] | Maximum [Member] | |
Derivative liability, measurement input | 30.30 |
High Yield Cash Rate [Member] | Minimum [Member] | |
Derivative liability, measurement input | 21.44 |
Underlying Fair Market Value [Member] | Maximum [Member] | |
Derivative liability, measurement input | 3.59 |
Underlying Fair Market Value [Member] | Minimum [Member] | |
Derivative liability, measurement input | 0.0001 |
Risk-Free Rate [Member] | Maximum [Member] | |
Derivative liability, measurement input | 2.55 |
Risk-Free Rate [Member] | Minimum [Member] | |
Derivative liability, measurement input | 1.45 |
Dividend Yield [Member] | |
Derivative liability, measurement input | 0 |
DERIVATIVE LIABILITIES (Detai_3
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities | $ 2,611,125 | $ 2,041,260 |
Gain loss fair value of derivative liabilities | $ 180,552 | $ 3,231,187 |
STOCKHOLDERS' DEFICIT (Details)
STOCKHOLDERS' DEFICIT (Details) - $ / shares | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
# Warrants | 0 | |
Lender One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Issued To | Lender | |
# Warrants | 1.4 | |
Dated | Jan. 8, 2018 | |
Expire | Jan. 8, 2021 | |
Strike Price (per share) | $ 1,800 | |
Expired | N | |
Exercised | N |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details 1) - $ / shares | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Warrants To Purchase Common Stock [Member] | ||
Number of outstanding | ||
Beginning balance | 1.5 | 1.5 |
Granted | ||
Exercised | ||
Forfeited and canceled | ||
Ending balance | 1.5 | 1.5 |
Weighted Average Exercise Price | ||
Beginning balance | $ 225,520 | $ 225,520 |
Granted | ||
Exercised | ||
Forfeited and canceled | ||
Ending balance | $ 225,520 | $ 225,520 |
Employee Stock Option [Member] | ||
Number of outstanding | ||
Beginning balance | ||
Granted | ||
Exercised | ||
Forfeited and canceled | ||
Ending balance | ||
Weighted Average Exercise Price | ||
Beginning balance | ||
Granted | ||
Exercised | ||
Forfeited and canceled | ||
Ending balance |
STOCKHOLDERS' DEFICIT (Detail_2
STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | Feb. 25, 2020 | Mar. 31, 2020 | Jan. 31, 2018 | Jan. 31, 2020 | Jan. 31, 2019 |
Stockholders Equity Note [Line Items] | |||||
Preferred stock, shares authorized | 20,000,000 | ||||
Preferred stock, par value | $ 0.001 | ||||
Common stock, par value | $ 0.000001 | $ 0.000001 | |||
Common stock, shares issued | 538,464 | 151 | |||
Common stock, shares outstanding | 538,464 | 151 | |||
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 | |||
Option and warrant expense | $ 0 | $ 0 | |||
Conversion of notes payable | 752,409 | 240,035 | |||
Accrued Interest to common tock | $ 240,035 | $ 54,124 | |||
Conversion of common stock | 536,613 | 120 | |||
Conversion fees | $ 27,850 | ||||
Derivative liabilty | $ 755,253 | $ 277,990 | |||
Subsequent Events [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Additional shares issue | 1,700 | 1,699 | |||
Series B Preferred Stock [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Preferred stock, shares authorized | 20,000 | 20,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 20,000 | 20,000 | |||
Preferred stock, shares outstanding | 20,000 | 20,000 | |||
Preferred stock voting rights, description | The Series B Preferred Stock have voting rights equal to 66.7% of the total voting rights at any time. | ||||
Additional shares issue | |||||
Series D Preferred Stock [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Preferred stock, shares authorized | 870 | 870 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 870 | 870 | |||
Preferred stock, shares outstanding | 870 | 870 | |||
Optional redemption per share | $ 1,000 | ||||
Series A Preferred Stock [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Preferred stock, shares authorized | 330,000 | 330,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Series C Preferred Stock [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Preferred stock, shares authorized | 7,250 | 7,250 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 6,750 | 6,750 | |||
Preferred stock, shares outstanding | 6,750 | 6,750 | |||
Conversion price | $ 2.63 | $ 2.63 | |||
Minimum [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Conversion of accrued expenses to common stock | $ 1 | ||||
Maximum [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Conversion of accrued expenses to common stock | $ 1,125 | ||||
Warrants To Purchase Common Stock [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Common stock, shares issued | 5,667 | ||||
Excercise price | $ 0.45 | ||||
Expire date | Jan. 8, 2021 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Total current | ||
Total deferred | ||
Income tax expense (benefit) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | $ (805) | |
Permanent timing differences | 24 | |
Effect of change in US Tax rates for deferral items | ||
Other | (23) | |
Change in valuation allowance | 804 | |
Income tax expense (benefit) |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) - USD ($) | Jan. 31, 2020 | Jan. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 874,000 | $ 59,749 |
Total deferred tax assets | 874,000 | 59,749 |
Deferred tax liabilities: | ||
Depreciation | 10,000 | |
Deferred revenue | ||
Total deferred tax liabilities | 10,000 | |
Net deferred tax assets: | ||
Less valuation allowance | (864,000) | (59,749) |
Net deferred tax assets (liabilities) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
cumulative net operating loss carryforward | $ 4,164,000 | $ 614,146 |
Corporate federal tax rate | 21.00% | 25.00% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Jan. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
January 31, 2021 | $ 136,318 |
January 31, 2022 | 136,318 |
January 31, 2023 | 131,280 |
January 31, 2024 | 89,604 |
January 31, 2025 | 30,004 |
After January 31, 2025 | 55,005 |
Total lease payments | 578,529 |
Less: Interest | (111,460) |
Present value of lease liabilities | $ 467,069 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jul. 01, 2018 | Jun. 01, 2015 | Oct. 30, 2019 | Sep. 30, 2019 | Aug. 30, 2016 | Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 |
Rent expense | $ 150,668 | $ 124,899 | ||||||
Litigation description | There is pending litigation initiated by the Company around the validity of a $100,000 note which the Company signed based upon representations of funding from the maker which were never received. The Company initiated litigation to dispute the note and the 1,692 shares that have been issued. There was no consideration for the issuance of the shares and the shares have been accounted for as if they were returned and cancelled although they have not been returned. | |||||||
Warehouse Facility Three [Member] | ||||||||
Operating leases, rent expense | $ 6,400 | |||||||
Operating lease description | The Company entered into a 60-month lease agreement with its minority shareholder for its 8,800 sf warehouse facility with a minimum base rent of $6,400 per month. | |||||||
Warehouse Facility One [Member] | ||||||||
Operating leases, rent expense | $ 2,720 | |||||||
Lease maintenance expense | $ 43,200 | $ 43,200 | ||||||
Operating lease description | The Company entered into a 36-month lease agreement for its 2,590 sf office facility with a minimum base rent of $2,720 per month. | |||||||
Vehicles [Member] | ||||||||
Operating leases, rent expense | $ 9,067 | |||||||
Operating lease description | The Company entered into an operating lease for a vehicle with an annual cost of $9,067 and a three year term. The company paid initial fees of $17,744 and will pay fees on lease termination of $395. On a straight-line basis these costs amount to $1,259 per month. | |||||||
Premises [Member] | ||||||||
Operating leases, rent expense | $ 15,480 | |||||||
Operating lease description | The Company entered into an operating lease for premises with an annual rent of $15,480, a three year term commencing September 1, 2019 to August 31, 2022 and a one year renewal option. | |||||||
Warehouse Facility Two [Member] | ||||||||
Operating leases, rent expense | $ 2,132 | |||||||
Operating lease description | The Company entered into a 60-month lease agreement for its 3,554 sf warehouse facility starting in December 2016 with a minimum base rent of $2,132 and estimated monthly CAM charges of $1,017 per month. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Jan. 31, 2020 | Jan. 31, 2019 | |
Accrued expenses related party | $ 155,750 | $ 180,000 | |
Prepaid rent | $ 7,500 | $ 97,500 | |
Related party, description | In April 2018, the Company’s landlord entered into an agreement with controlling shareholder of the Company, which was amended in November 2019, such that the Company obtained a rent abatement of approximately $150,000 over a 20 month period of the terms of the two leases. | ||
Personal expenses | $ 227,000 | ||
Repayment of expenses | $ 232,000 | ||
Officer [Member] | |||
Related party, description | A vehicle and paid the Company approximately $65,000 for the vehicle | A personal American Express charge card with the business and charged approximately $227,000 in personal expenses to the card and repaid the Company approximately $232,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 24, 2020 | Mar. 05, 2020 | Feb. 26, 2020 | Jan. 31, 2020 | Jan. 31, 2019 |
Convertible notes | $ 2,286,896 | $ 1,900,160 | |||
Short-term debt | $ 609,491 | $ 381,512 | |||
Subsequent Events [Member] | |||||
Conversion of stock issuance shares | 82,361 | ||||
Conversion of stock amount | $ 2,585 | ||||
Interest of convertible notes amount | $ 498 | ||||
Subsequent Events [Member] | Other Agreements [Member] | |||||
Convertible notes | $ 1,070,034 | ||||
Fees | $ 4,051 | ||||
Debt of principal amount | 20,405 | 1,390,062 | |||
Net proceeds of amount | 200,000 | 198,028 | |||
Working capital loan | $ 204,051 | ||||
Short-term debt | $ 122,000 | ||||
Subsequent Events [Member] | Other Agreements [Member] | Series C Preferred Stock [Member] | |||||
Conversion of stock issuance shares | 250 |