Cover
Cover - USD ($) | 12 Months Ended | ||
Jan. 31, 2022 | Apr. 25, 2022 | Jul. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jan. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --01-31 | ||
Entity File Number | 333-152444 | ||
Entity Registrant Name | AUTO PARTS 4LESS GROUP, INC. | ||
Entity Central Index Key | 0001438901 | ||
Entity Tax Identification Number | 90-1494749 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 106 W. Mayflower | ||
Entity Address, City or Town | Las Vegas | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89030 | ||
City Area Code | 702 | ||
Local Phone Number | 267-6100 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | FLES | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5,910,053 | ||
Entity Common Stock, Shares Outstanding | 1,447,555 | ||
Auditor Name | L J Soldinger Associates, LLC | ||
Auditor Location | Deer Park, Illinois | ||
Auditor Firm ID | 318 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
Current Assets | ||
Cash and Cash Equivalents | $ 77,498 | $ 277,664 |
Share proceeds receivable | 100,000 | |
Inventory | 432,583 | 323,411 |
Prepaid Expenses | 16,065 | 11,859 |
Deferred Offering Costs | 23,000 | |
Other Current Assets | 15,469 | 2,149 |
Total Current Assets | 564,615 | 715,083 |
Operating Lease Assets | 242,583 | 344,413 |
Property and Equipment, net of accumulated depreciation of $122,469 and $88,823 | 221,336 | 80,027 |
Total Assets | 1,028,534 | 1,139,523 |
Current Liabilities | ||
Bank Overdraft | 11,055 | |
Accounts Payable | 1,228,039 | 869,765 |
Accrued Expenses | 796,397 | 1,382,839 |
Accrued Expenses – Related Party | 46,173 | 106,173 |
Customer Deposits | 530,900 | 188,385 |
Deferred Revenue | 665,143 | 687,766 |
Short-Term Debt | 3,454,133 | 716,142 |
Current Operating Lease Liability | 100,001 | 90,286 |
Short-Term Convertible Debt, net of debt discount of $2,131,034 and $309,317 | 647,966 | 336,683 |
Derivative Liabilities | 1,263,442 | 213,741 |
PPP Loan-current portion | 43,294 | |
Shareholder Loans Payable | 119,476 | |
Current Portion – Long-Term Debt | 27,737 | 424,064 |
Total Current Liabilities | 8,890,462 | 5,059,138 |
Non-Current Lease Liability | 138,551 | 244,049 |
PPP Loan -long term portion | 166,153 | |
Long-Term Debt | 115,900 | 890,373 |
Total Liabilities | 9,144,913 | 6,359,713 |
Stockholders’ Deficit | ||
Common Stock, $0.000001 par value, 75,000,000 shares authorized, 341,023 and 142,716 shares issued, issuable and outstanding | ||
Additional Paid In Capital | 19,465,327 | 14,291,760 |
Accumulated Deficit | (28,451,733) | (20,381,977) |
Total Stockholders’ Deficit | (8,986,379) | (6,090,190) |
Total Liabilities and Stockholders’ Deficit | 1,028,534 | 1,139,523 |
Series D Preferred Stock [Member] | ||
Current Liabilities | ||
Preferred stock | 870,000 | 870,000 |
Series A Preferred Stock [Member] | ||
Current Liabilities | ||
Preferred stock | 0 | 0 |
Stockholders’ Deficit | ||
Total Stockholders’ Deficit | ||
Series B Preferred Stock [Member] | ||
Current Liabilities | ||
Preferred stock | 20 | 20 |
Stockholders’ Deficit | ||
Total Stockholders’ Deficit | 20 | 20 |
Series C Preferred Stock [Member] | ||
Current Liabilities | ||
Preferred stock | 7 | 7 |
Stockholders’ Deficit | ||
Total Stockholders’ Deficit | $ 7 | $ 7 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2022 | Jan. 31, 2021 |
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares outstanding | 341,023 | 142,716 |
Common stock, shares outstanding | 341,023 | 142,716 |
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 | 7,250 | 7,250 |
Preferred stock, shares outstanding | 7,250 | 7,250 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue, net | $ 11,018,751 | $ 8,171,355 |
Cost of Revenue | 9,471,304 | 6,710,727 |
Gross Profit | 1,547,447 | 1,460,628 |
Operating Expenses: | ||
Depreciation | 48,931 | 25,196 |
Postage, Shipping and Freight | 531,954 | 498,370 |
Marketing and Advertising | 2,430,905 | 112,531 |
E Commerce Services, Commissions and Fees | 1,569,825 | 887,274 |
Operating lease cost | 121,917 | 121,917 |
Personnel Costs | 1,482,448 | 1,128,652 |
PPP Loan Forgiveness | (209,447) | |
General and Administrative | 3,028,906 | 828,522 |
Total Operating Expenses | 9,005,439 | 3,602,462 |
Net Operating Loss | (7,457,992) | (2,141,834) |
Other Income (Expense) | ||
Gain (loss) on Sale of Property and Equipment | 20,345 | 464 |
Gain (Loss) on Change in Fair Value of Derivatives | 235,703 | (828,614) |
Gain on Settlement of Debt | 1,410,113 | 5,060,704 |
Amortization of Debt Discount | (918,463) | (335,004) |
Interest Expense | (1,359,462) | (568,540) |
Total Other Income (Expense) | (611,764) | 3,329,010 |
Net Income (Loss) | $ (8,069,756) | $ 1,187,176 |
Basic Weighted Average Shares Outstanding | 279,745 | 108,432 |
Basic Income (Loss) per Share | $ (28.85) | $ 10.95 |
Diluted Weighted Average Shares Outstanding | 279,745 | 607,003 |
Diluted (Loss) per Share | $ (28.85) | $ (3.65) |
Consolidated Statements of Shar
Consolidated Statements of Shareholder's Deficit - USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
January 31, 2021 at Jan. 31, 2020 | $ 20 | $ 7 | $ 13,449,337 | $ (21,569,153) | $ (8,119,789) | ||
Beginning balance (in shares) at Jan. 31, 2020 | 20,000 | 6,750 | 53,846 | ||||
Conversion of Notes Payable and Accrued Interest to Common Stock | 44,736 | 44,736 | |||||
Conversion of Notes Payable and Accrued Interest to Common Stock (in shares) | 62,485 | ||||||
Derivative Liability Reclassified as Equity Upon Conversion of notes | 20,185 | 20,185 | |||||
Issuance of Class C Shares In Exchange of Debt | 9,105 | 9,105 | |||||
Issuance of Class C Shares In Exchange of Debt (in shares) | 250 | ||||||
Issuance of Class C Shares to Repay Accrued Expenses Related Party | 11,177 | 11,177 | |||||
Issuance of Class C Shares to Repay Accrued Expenses Related Party (in shares) | 100 | ||||||
Issuance of Class C Shares as Part of Debt Settlement | 20,290 | 20,290 | |||||
Issuance of Class C Shares as Part of Debt Settlement (in shares) | 150 | ||||||
Issuance of Common Shares in Reg A Offering | 350,000 | 350,000 | |||||
Issuance of Common Shares in Reg A Offering (in shares) | 17,500 | ||||||
Issuance of Common Shares as fees for loans | 35,060 | 35,060 | |||||
Issuance of Common Shares as fees for loans (in shares) | 4,385 | ||||||
Issuance of 5500 Warrants for Broker’s fees | 13,470 | 13,470 | |||||
Issuance of Common Shares to Repay Accrued Expenses Related Party | 18,900 | 18,900 | |||||
Issuance of Common Shares to Repay Accrued Expenses Related Party (in shares) | 4,500 | ||||||
Issuance of 950,000 Warrants as Part of Debt Settlement | 351,500 | 351,500 | |||||
Legal costs of Reg A subscription | (32,000) | (32,000) | |||||
Net (Loss) | 1,187,176 | 1,187,176 | |||||
Ending balance (in shares) at Jan. 31, 2021 | 20,000 | 7,250 | 142,716 | ||||
January 31, 2022 at Jan. 31, 2021 | $ 20 | $ 7 | 14,291,760 | (20,381,977) | (6,090,190) | ||
Issuance of Shares as Fees | 137,555 | 137,555 | |||||
Issuance of Shares as Fees (in shares) | 6,301 | ||||||
Issuance of Shares Pursuant to REG A Subscription,Net of Issuance costs of $41,444 | 2,384,556 | 2,384,556 | |||||
Issuance of Shares Pursuant to REG A Subscription,Net of Issuance costs of $41,444 (in shares) | 121,300 | ||||||
Issuance of shares | 191,000 | 191,000 | |||||
Issuance of shares (in shares) | 10,000 | ||||||
Share Issuances, Net of Issuance Costs of $530,370 | |||||||
Share Issuances, Net of Issuance Costs of $530,370 (in shares) | 41,000 | ||||||
Conversion of Notes Payable to Common Stock | 161,441 | 161,441 | |||||
Equity Reinstated from Derivative Liability | 15,134 | 15,134 | |||||
Relative Fair Value of Equity Issued with Debt | 234,237 | 234,237 | |||||
Relative Fair Value of Equity Issued with Debt (in shares) | 10,729 | ||||||
Conversion of Notes Payable to Common Stock (in shares) | 8,977 | ||||||
Derivative Liability Reclassified as Equity Upon Conversion of notes | 76,144 | 76,144 | |||||
Issuance of Warrants | 876,000 | 876,000 | |||||
Legal costs of Reg A subscription | |||||||
Net (Loss) | (8,069,756) | (8,069,756) | |||||
Share Based Compensation on Warrants for Fees | 512,500 | 512,500 | |||||
Share Based Compensation on Options Issued to CEO | 585,000 | 585,000 | |||||
Ending balance (in shares) at Jan. 31, 2022 | 20,000 | 7,250 | 341,023 | ||||
January 31, 2022 at Jan. 31, 2022 | $ 20 | $ 7 | $ 19,465,327 | $ (28,451,733) | $ (8,986,379) |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholder's Deficit (Parenthetical) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Number of warrants issued | 5,500 | |
Number of warrants issued | 950,000 | |
Net of Issuance costs | $ 41,444 | |
Net of Issuance costs | $ 530,370 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income (Loss) | $ (8,069,756) | $ 1,187,176 |
Adjustments to reconcile net income (loss) to cash used by operating activities: | ||
Depreciation | 48,931 | 25,196 |
Reduction of Right of Use Asset | 95,784 | 87,702 |
Accretion of Lease Liability | 26,133 | 34,215 |
Loss (Gain ) in Fair Value on Derivative Liabilities | (235,703) | 828,614 |
Amortization of Debt Discount | 918,463 | 335,004 |
Interest Expense Related to Excess of Deferred offering Cost Over Share Proceeds | 69,630 | |
Loan Penalties Capitalized to Loan | 28,000 | 3,394 |
Original Issue Discount on Short-Term Convertible Notes Expensed to Interest | 20,000 | 55,000 |
Stock Based Compensation | 1,401,055 | 13,470 |
Interest expense related to warrants issued for debt extension | 276,000 | |
Gain on Settlement of Debt | (1,410,113) | (5,060,704) |
PPP Loan Forgiveness | (209,447) | |
Gain on sale of Property | (20,345) | (464) |
Change in Operating Assets and Liabilities: | ||
Decrease (Increase) in Inventory | (109,173) | 48,484 |
Decrease in Prepaid Rent and Expenses | 1,841 | 2,743 |
(Increase) in Other Current Assets | (13,320) | (1,091) |
Increase in Bank Overdraft | 11,055 | |
Increase in Accounts Payable | 365,649 | 344,175 |
Increase in Accrued Expenses | 266,873 | 483,031 |
Operating Lease Liability Payments | (121,917) | (121,917) |
Increase (Decrease) in Customer Deposits | 342,515 | 188,385 |
Increase (Decrease) in Deferred Revenue | (22,623) | 687,766 |
CASH FLOWS (USED IN) OPERATING ACTIVITIES | (6,340,468) | (859,821) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of Property and Equipment | (43,628) | |
Disposal of Property and Equipment | 25,060 | 9,750 |
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES | (18,568) | 9,750 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from Issuances of Common Shares, net of Issuance Costs | 3,039,925 | 250,000 |
Proceeds from Short Term Debt | 1,968,472 | 635,000 |
Payments on Short Term Debt | (547,821) | (471,920) |
Proceeds on PPP Loan | 209,447 | |
Payments on Long Term Debt | (21,582) | (3,837) |
Proceeds on Shareholder Loans Payable | 119,476 | |
Payments on Accrued Expenses -Related Party | (60,000) | (19,500) |
Legal Costs of Reg A Subscription | (32,000) | |
Proceeds from Convertible Notes Payable | 2,865,525 | 432,750 |
Payments on Convertible Notes Payable | (1,205,125) | (34,329) |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 6,158,870 | 965,611 |
NET INCREASE IN CASH | (200,166) | 115,540 |
CASH AT BEGINNING OF PERIOD | 277,664 | 162,124 |
CASH AT END OF PERIOD | 77,498 | 277,664 |
Supplemental Disclosure of Cash Flows Information: | ||
Cash Paid for Interest | 649,234 | 74,244 |
Derivative Debt Discount | 1,933,343 | 264,487 |
Convertible Notes Interest and Derivatives Converted to Common Stock | 237,085 | 64,921 |
Issuance of Warrants to Deferred Offering Costs | 600,000 | |
Deferred Offering Costs Against Share Proceeds | 530,370 | |
Fixed Assets financed through vehicle loans | 152,950 | |
Stock Issued to Related Party in Payment of Accrued Expenses | 30,077 | |
Issuance of Common Shares for Subscription Receivable | 100,000 | |
Original Issue Discount | 20,000 | 52,000 |
Allocated Value of Common Shares Issued As Fees for Loans | 35,060 | |
Operating Lease Asset to Operating Lease Liability | $ 39,494 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2022 | |
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 December 5, 2007 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 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. On April 28, 2022 The 4Less Group , Inc changed its name to Auto Parts 4less Group, Inc. The financial statements have been adjusted to reflect a 10-1 reverse stock split effective April 28, 2022. 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 Auto Parts 4Less Group, Inc. (formerly 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 estimate deferred revenue and customer deposits and value derivative liabilities, options and warrants. 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, 2022 the Company purchased approximately 54 349,839 57 599,072 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. 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. 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, 2022 and 2021, the Company’s derivative liabilities were measured at fair value using Level 3 inputs. See Note 10. 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, 2022 and January 31, 2021: January 31, 2022 Quoted Prices in Significant Significant Liabilities: Derivative Liabilities – embedded redemption feature $ 1,263,442 $ — $ — $ 1,263,442 Totals $ 1,263,442 $ — $ — $ 1,263,442 January 31, 2021 Quoted Prices in Significant Significant Liabilities: Derivative Liabilities – embedded redemption feature $ 213,741 $ — $ — $ 213,741 Totals $ 213,741 $ — $ — $ 213,741 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. 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. 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 10), the sensitivity required to change the liability by 1% as of January 31, 2022 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, 2022 and 2021: Change 2022 2021 $ % Proprietary website revenue $ 7,576,068 $ 4,200,624 $ 3,375,444 80 Third party website revenue 3,442,683 3,970,731 (528,048 ) ( 13 ) Total Revenue $ 11,018,751 $ 8,171,355 $ 2,847,396 35 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 (delivery of product). The Company primarily receives fixed consideration for sales of product with variability entering into consideration due to returns on shipped products. 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. 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. Earnings (Loss) per Common Share Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS give effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive. Basic loss per common share is computed based on the weighted average number of shares outstanding during the period. Diluted loss per share is computed in a manner similar to the basic loss per share, except the weighted-average number of shares outstanding is increased to include all common shares, including those with the potential to be issued by virtue of convertible debt and other such convertible instruments. Diluted loss per share contemplates a complete conversion to common shares of all convertible instruments only if they are dilutive in nature with regards to earnings per share. 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 policy is effective for fiscal years, including interim periods, beginning after December 15, 2019. We adopted on February 1, 2020 and the adoption had no impact. Fair Value Measurement 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. In January 2020, the FASB issued new guidance intended to clarify certain interactions between accounting standards related to equity securities, equity method investments and certain derivatives. The guidance addresses accounting for the transition into and out of the equity method of accounting and measuring certain purchased options and forward contracts to acquire investments. The Company adopted the new guidance effective February 1, 2021. There was no impact to the Company’s consolidated financial statements upon adoption. In August 2020, the FASB issued amended guidance on the accounting for convertible instruments and contracts in an entity’s own equity. The guidance removes the separation model for convertible debt instruments and preferred stock, amends requirements for conversion options to be classified in equity as well as amends diluted earnings per share (EPS) calculations for certain convertible debt instruments. The amended guidance is effective for interim and annual periods in 2022. The application of the amendments in the new guidance are to be applied either on a modified retrospective or a retrospective basis. We are currently assessing the effect that the adoption of this standard will have on the Company’s consolidated financial statements upon adoption. Recently Issued Accounting Standards Not Yet Adopted In March 2020, the FASB issued optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting and subsequently issued clarifying amendments. The guidance provides optional expedients and exceptions for accounting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform. The optional guidance is effective upon issuance and can be applied on a prospective basis at any time between January 1, 2020 through December 31, 2022. The Company is currently evaluating the impact of adoption on its consolidated financial statements. In October 2021, the FASB issued amended guidance that requires acquiring entities to recognize and measure contract assets and liabilities in a business combination in accordance with existing revenue recognition guidance. The amended guidance is effective for interim and annual periods in 2023 and is to be applied prospectively. Early adoption is permitted on a retrospective basis to the beginning of the fiscal year of adoption. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements for prior acquisitions; however, the impact in future periods will be dependent upon the contract assets and contract liabilities acquired in future business combinations. In November 2021, the FASB issued new guidance to increase the transparency of transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The guidance requires annual disclosures of such transactions to include the nature of the transactions and the significant terms and conditions, the accounting treatment and the impact to the company’s financial statements. The guidance is effective for annual periods beginning in 2022 and is to be applied on either a prospective or retrospective basis. The Company is currently evaluating the impact of adoption on its consolidated financial statements. 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, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [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 an accumulated deficit of $ 28,451,733 8,325,847 77,498 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 can sustain the 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, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY | NOTE 3 – PROPERTY The Company capitalizes all property purchases over $ 1,000 3 7 Property consists of the following at January 31, 2022 and 2021 2022 2021 Office furniture, fixtures and equipment $ 94,041 $ 85,413 Shop equipment 43,004 43,004 Vehicles 206,760 40,433 Sub-total 343,805 168,850 Less: Accumulated depreciation (122,469 ) (88,823 ) Total Property $ 221,336 $ 80,027 Additions to fixed assets for the year ended January 31, 2022 were $ 196,578 35,000 152,950 8,628 0 For the year ended January 31, 2022, vehicles having a cost of $ 20,000 4,715 25,060 20,345 9,750 9,286 9,750 464 Depreciation expense was $ 48,931 25,196 |
LEASES
LEASES | 12 Months Ended |
Jan. 31, 2022 | |
Leases | |
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 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 Below is a summary of our lease assets and liabilities at January 31, 2022 and January 31, 2021. Leases Classification January 31, 2022 January 31, 2021 Assets Operating Operating Lease Assets $ 242,583 $ 344,413 Liabilities Current Operating Current Operating Lease Liability $ 100,001 $ 90,286 Noncurrent Operating Noncurrent Operating Lease Liabilities 138,551 244,049 Total lease liabilities $ 238,552 $ 334,335 Note: As most of our leases do not provide an implicit rate, we use our incremental borrowing rate of 8 Effective February 29 ,2020 the Company and landlord terminated the September 2019 lease annual rent of $15,480, a 3 year term an 1 year renewal 45,032 Operating lease cost was $ 121,917 121,917 |
CUSTOMER DEPOSITS
CUSTOMER DEPOSITS | 12 Months Ended |
Jan. 31, 2022 | |
Disclosure Customer Deposits Abstract | |
CUSTOMER DEPOSITS | NOTE 5 – CUSTOMER DEPOSITS The Company receives payments from customers on orders prior to shipment. At January 31, 2022 the Company had received $ 530,900 188,385 |
DEFERRED REVENUE
DEFERRED REVENUE | 12 Months Ended |
Jan. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
DEFERRED REVENUE | NOTE 6 – DEFERRED REVENUE The Company receives payments from customers on orders prior to shipment. At January 31, 2022 the Company had received $ 665,143 687,766 |
PPP LOAN
PPP LOAN | 12 Months Ended |
Jan. 31, 2022 | |
Ppp Loan | |
PPP LOAN | NOTE 7 – PPP LOAN On May 2, 2020 the Company entered into a Paycheck Protection Promissory (PPP) Note Agreement whereby the lender would advance proceeds of $ 209,447 1 May 2, 2022 8,818 209,447 |
SHORT-TERM AND LONG-TERM DEBT
SHORT-TERM AND LONG-TERM DEBT | 12 Months Ended |
Jan. 31, 2022 | |
Debt Disclosure [Abstract] | |
SHORT-TERM AND LONG-TERM DEBT | NOTE 8 – SHORT-TERM AND LONG-TERM DEBT The components of the Company’s short-term and long term debt as of January 31, 2022 and 2021 were as follows: January 31, 2022 January 31, 2021 Loan dated October 8, 2019 February 29, 2020 November 10, 2020 June 30, 2022 20,000 (3) $ 97,340 * $ 102,168 SFS Funding Loan, original loan of $ 389,980 January 8, 2020 24 weekly 6,006 July 28, 2021 (2) — 161,227 Forklift Note Payable, original note of $ 20,433 Sept 26, 2018 6.23 60 monthly payments 394.54 (1) 8,183 # 12,269 Vehicle loan original loan of $ 93,239 February 16, 2021 2.90 72 monthly payments 1,414 94,316 81,346 # Vehicle loan original loan of $ 59,711 March 20,2021 7.89 72 monthly payments 1,048 76,164 54,108 # Working Capital Note Payable - $ 700,000 October 29, 2021 17,904 Oct 29, 2022 31 (2,4,7) 635,831 * Working Capital Note Payable - $ 650,000 October 25, 2021 15,875 October 25, 2022 26 (2,4,8) 596,047 * Demand loan - $ 5,000 February 1, 2020 15 5 5,000 * 5,000 Demand loan - $ 2,500 March 8, 2019 25 5 2,500 * 2,500 Demand loan - $ 65,500 February 27, 2019 25 5 12,415 * 12,415 Promissory note - $ 60,000 September 18, 2020 April 30, 2022 (10) 5,000 15 60,000 * 60,000 Promissory note - $ 425,000 August 28, 2020 50,000 15 825,000 (5) 425,000 * 425,000 Promissory note - $ 1,200,000 August 28, 2020 August 28, 2022 12 interest payable monthly with the first six months interest deferred until the 6th month and added to principal (6) 1,200,000 * 1,200,000 Promissory note - $ 420,000 December 27, 2021 20,000 January 27, 2022 (9) † 420,000 * Promissory note - $ 50,000 August 31, 2020 February 28, 2021 10 — 50,000 Total $ 3,597,770 $ 2,030,579 January 31, 2022 January 31, 2021 Short-Term Debt $ 3,454,133 $ 716,142 Current Portion of Long-Term Debt 27,737 424,064 Long-Term Debt 115,900 890,373 Total $ 3,597,770 $ 2,030,579 __________ † In default * Short-term loans # Long-term loans of $ 8,183 4,325 $ 54,108 8,632 $ 81,346 14,780 (1) Secured by equipment having a net book value of $10,242 (2) The amounts due under the note are personally guaranteed by an officer or a director of the Company. (3) On November 10, 2020 the Company amended the agreement extending the maturity to June 30, 2022 from April 8, 2021 and changing monthly payments to $0 from $ 5,705 13 20,000 (4) The Company has pledged a security interest on all accounts receivable and banks accounts of the Company. (5) Financing event would be a sale or issuance of assets, debt, shares or any means of raising capital. As the Company has entered into such a transaction the loan has reached maturity and is treated as current. An extension was granted on December 13, 2021 amending the maturity date to April 30, 2022. The April 30, 2022 payment has not been made and the Company is working on another extension with the lender. (6) Secured by all assets of the Company. Loan payable in 2 instalments, $ 445,200 826,800 (7) This loan replaces $500,000 loan dated June 4, 2021, $ 422,009 253,491 26,500 (8) This loan replaces $500,000 loan dated June 4, 2021, $ 359,919 267,606 22,475 (9) Penalty of 10% of principal amount and 30,000 3 year warrants with an exercise price of $15.00 on initial default and 2% of principal amount and 15,000 3 year warrants with an exercise price of $15.00 for every 30 day default period thereafter. Initial default has been recorded at January 31, 2022 with an interest charge of $42,000 and another $276,000 which was the fair value of the warrants (see Note 11). The Company has defaulted on the March 2, 2022, April 1, 2022 and will issue an additional 15,000 warrants for each of those defaults. (10) The April 30, 2022 payment has not been made and the Company is working on another extension with the lender. The following are the minimum amounts due on the notes as of January 31, 2022: Year Ended Amount January 31, 2023 $ 3,481,870 January 31, 2024 28,427 January 31, 2025 25,798 January 31, 2026 27,107 January 31, 2027 28,498 January 31, 2028 6,070 Total $ 3,597,770 |
SHORT-TERM CONVERTIBLE DEBT
SHORT-TERM CONVERTIBLE DEBT | 12 Months Ended |
Jan. 31, 2022 | |
Debt Disclosure [Abstract] | |
SHORT-TERM CONVERTIBLE DEBT | NOTE 9 – SHORT-TERM CONVERTIBLE DEBT The components of the Company’s convertible debt as of January 31, 2022 and 2021 were as follows: Interest Default Interest Conversion Outstanding Principal at Maturity Date Rate Rate Price January 31, 2022 January 31, 2021 Nov 4, 2013 * 12 12 $ 1,800,000 $ 100,000 $ 100,000 Jan 31, 2014 * 12 18 $ 2,400,000 16,000 16,000 July 31, 2013 * 12 12 $ 1,440,000 5,000 5,000 Jan 31, 2014 * 12 12 $ 2,400,000 30,000 30,000 Oct. 12, 2021 12 16 (3) — 230,000 Nov. 16, 2021 12 16 (3) — 100,000 Nov. 23, 2021 12 16 (3) — 165,000 Nov 12, 2022 8 12 (1) 2,400,000 — Jan. 13, 2023 12 22 (2) 228,000 — Sub-total 2,779,000 646,000 Debt Discount (2,131,034 ) (309,317 ) $ 647,966 $ 336,683 __________ * In default (1) lesser of $ 1.25 or 75 % of offering price if there is an uplisting to a national securities exchange. (2) 75% of closing bid price on day preceding conversion date in event of default (3) closing bid price on the day preceding the conversion date in the event of default The Company had accrued interest payable of $ 231,412 240,713 The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that certain features in 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 derivative features 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 and attached warrants resulted in a discount to the note on the debt modification date. For the years ended January 31, 2022 and 2021, the Company recorded amortization expense of $ 918,463 335,004 During the years ended January 31, 2022 and 2021 the Company added $ 28,000 3,394 On July 7, 2021 the Company entered into a convertible note for $231,000 with a one year maturity, interest rate of 12%, the Company received $199,500 in cash proceeds, recorded an original issue discount of $21,000, a derivative discount of $39,261 related to a conversion feature, and transaction fees of $10,500. As part of the loan the Company issued 3.096 shares as a commitment fee and recognized $31,005 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital On July 12, 2021 the Company entered into a convertible note for $355,000 with a one year maturity, interest rate of 12%, the Company received $300,025 in cash proceeds, recorded an original issue discount of $35,500, a derivative discount of $171,250 related to a conversion feature, and transaction fees of $19,475. As part of the loan the Company issued 6,085 shares as a commitment fee and recognized $28,795 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital On July 20, 2021 the Company entered into a new convertible note for $224,125 with a one year maturity, interest rate of 10%, the Company received $200,000 in cash proceeds, recorded an original issue discount of $20,375, a derivative discount of $106,364 related to a conversion feature, and transaction fees of $3,750 On November 12, 2021 the Company entered into a new convertible note for $ 2,400,000 with a one year maturity, interest rate of 8 %, with a warrant (Warrant 1) to purchase 90,000 common shares with a five year maturity and an exercise price of $15.00, and an additional warrant (Warrant 2) to purchase 90,000 common shares with a five year maturity and an exercise price of $ 15.00 to be cancelled and extinguished if the note is repaid on or prior to maturity. The Company received $ 1,966,000 in cash proceeds, recorded an original issue discount of $ 240,000 , a derivative discount of $1,589,617 for the conversion feature, recognized $ 174,436 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital for the attached warrants, and transaction fees of $ 194,000 . The discount is amortized over the term of the loan. The note is repayable in six monthly instalments of $ 432,000 commencing on June 10, 2022. This note is senior to all existing and future indebtedness of the Company. The Company has pledged a security interest on all the assets of the Company. The note has certain default provisions such as failure to pay any principal or interest when due, failure to uplist to a national stock exchange by May 12, 2022, and failure to issue shares upon conversion. In the event of these or any other default provisions, the note becomes due and payable at 125% and Warrant 2 is no longer cancellable for any circumstance. On January 13, 2021 the Company entered into an unsecured convertible note for $ 228,000 12 200,000 24,250 3,750 During the year ended January 31, 2022, the Company converted a total of $ 125,000 27,691 8,750 89,771 As of January 31, 2022, the Company had $ 151,000 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Jan. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 10 – DERIVATIVE LIABILITIES As of January 31, 2022 and January 31, 2021, the Company had derivative liabilities of $ 1,263,442 213,741 235,703 828,614 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 years ended January 31, 2022 and January 31, 2021 Level 3 Derivatives Balance, January 31, 2020 $ 2,611,125 Changes due to Issuance of New Convertible Notes 264,487 Reduction of derivative due to extinguishment or repayment (3,470,300 ) Changes due to Conversion of Notes Payable (20,185 ) Mark to Market Change in Derivatives 828,614 Balance, January 31, 2021 213,741 Changes due to Issuance of New Convertible Notes 1,933,343 Reduction of derivative due to extinguishment or repayment (556,661 ) Reinstatement of Derivative to Equity (15,134 ) Changes due to Conversion of Notes Payable (76,144 ) Mark to Market Change in Derivatives (235,703 ) Balance, January 31, 2022 $ 1,263,442 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 embedded conversion features that are categorized within Level 3 of the fair value hierarchy as of January 31, 2022 is as follows: Embedded Derivative Liability As of Strike price $ 9.00 17.80 Contractual term (years) 0.24 1.0 Volatility (annual) 99.70 126.9 High yield cash rate 17.3 27.63 Underlying fair market value 0.85 Risk-free rate 0.41 0.72 Dividend yield (per share) 0 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Jan. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 11 – 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, 2022, and January 31, 2021 the Company had 0 330,000 0.001 At both January 31, 2022 and January 31, 2021, respectively, there were 20,000 20,000 20,000 0.001 At both January 31, 2022 and January 31, 2021, there were 7,250 7,250 7,250 7,250 0.001 At both January 31, 2022 and January 31, 2021, there were 870 .001 These shares are non-voting 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 (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, 2022 or by the date the financial statements were issued. 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, 2022 and 2021. Common Stock The Company is authorized to issue 75,000,000 0.000001 341,023 142,716 The Company issued the following shares of common stock in the year ended January 31, 2022: ● Conversion of $ 125,000 27,691 8,750 76,144 8,977 ● The Company issued 172,300 3,039,925 ● The Company issued 6,301 137,555 ● The Company issued 10,729 234.237 The Company issued the following shares of common stock in the year ended January 31, 2021: ● Conversion of $ 24,803 19,933 20,185 62,485 ● The Company issued 17,500 350,000 250,000 100,000 ● The Company issued 4,500 18,900 ● The Company issued 4,385 35,060 Options and Warrants: The Company has 75,000 nil The Company recorded option and warrant expense of $ 1,263,500 0 For the year ended January 31 ,2021 the Company issued the following warrants: On July 27, 2021, the Company issued a warrant to Triton Funds LP (“Triton”) to acquire 30,000 shares of the Company’s common stock as part of the Common Stock Purchase Agreement with Triton which allows Triton to purchase shares of our common stock and which was included in the Registration Statement on Form S-1 the Company filed on August 5, 2021 and which went effective on August 18, 2021. The table A below provides the significant estimates used that resulted in the Company determining the fair value of the warrant at $600,000, which has been recorded as a deferred offering cost. At January 31,2022 the Company recorded $530,370 of the deferred offering costs against the total net proceeds received in paid -in capital, with the remaining $69,630 charged as interest expense. At January 31, 2022 deferred offering cost are $23,000, related to an upcoming registration statement. Table A Expected volatility 2181 Exercise price $21.10 Stock price $ 20.00 Expected life 3 years Risk-free interest rate 0.37 Dividend yield 0 On August 26, 2021, the Company issued an option to a consultant to acquire 25,000 Table B-1 Expected volatility 2,174 Exercise price $ 15.00 Stock price $ 20.50 Expected life 3 years Risk-free interest rate 0.46 Dividend yield 0 On October 14, 2021, the Company issued an option to the CEO to acquire 50,000 585,000 Table B-2 Expected volatility 2,644 Exercise price $ 15.00 Stock price $ 11.70 Expected life 2 years Risk-free interest rate 0.36 Dividend yield 0 On January 27,2022, the Company issued a warrant to a lender to acquire 30,000 276,000 Table C Expected volatility 1,885 Exercise price $ 15.00 Stock price $ 9.20 Expected life 3 years Risk-free interest rate 1.43 Dividend yield 0 On November 12, 2021 as part of a loan agreement referred to in Note 9 issued warrant to purchase 90,000 The table D below provides the significant estimates used that resulted in the Company determining the fair value of the warrant at $2,073,053. Table D Expected volatility 304 311 Exercise price $ 15.00 Stock price $ 9.00 18.80 Expected life 5 years Risk-free interest rate 1.43 Dividend yield 0 For the year ended January 31 ,2021 the Company issued the following warrants: ● a warrant to acquire 95,000 shares of stock as part of a debt settlement transaction. The Warrant gives the holder the right to cash settle the warrants if a fundamental transaction as defined in the warrants occurs. However, a member of management and shareholder of the Company who controls approximately 60% of all voting shares would decide if a fundamental transaction would occur. The Company currently is not considering any fundamental transactions. Based on the above the Company used a Black Scholes model to record the value of the warrant. The warrants having a fair value of $351,500 was included as part of the consideration in the above mentioned debt settlement ● warrants to a broker to acquire 550 common shares for a fair value of $13,470 recorded as general and administrative expenses with a corresponding increase in additional paid-in capital valued using the Black-Scholes option pricing model Table A Expected volatility 415.5 506.8 Exercise price $ 4.00 45.00 Stock price $ 3.70 27.00 Expected life 3 5 years Risk-free interest rate 0.19 0.39 Dividend yield 0 The Company had the following options and warrants outstanding at January 31, 2022: Issued To # Warrants Dated Expire Strike Price Expired Exercised Lender 95,000 08/28/2020 08/28/2023 $ 4.00 N N Broker 250 10/11/2020 10/11/2025 $ 45.00 N N Broker 300 11/25/2020 11/25/2025 $ 30.00 N N Triton 30,000 07/27/2021 07/27/2024 $ 21.10 N N Consultant 25,000 08/26/2021 08/26/2024 $ 15.00 N N Lender 90,000 11/12/2021 11/12/2026 $ 15.00 N N Lender 90,000 * 11/12/2021 11/12/2026 $ 15.00 N N Lender 30,000 1/27/2022 1/27/2025 $ 15.00 N N * These warrants are extinguished if Company repays note by 11/12/2022 maturity. The Company had the following fully vested options outstanding at January 31, 2022: Issued To # Options Dated Expire Strike Price Expired Exercised Consultant 25,000 8/26/2021 8/26/2024 $ 15.00 N N T. Armes 50,000 10/14/2021 10/14/2023 $ 15.00 N N Schedule of warrants outstanding The following table summarizes the activity of options and warrants issued and outstanding as of and for the year ended January 31, 2022 and 2021: Options Weighted Average Warrants Weighted Average Outstanding at January 31, 2020 — $ — 0.14 $ 2252.200 Granted — — 95,550 4.20 Exercised — — — — Forfeited and canceled — — (0.14 ) (2252.200 ) Outstanding at January 31, 2021 — $ — 95,550 $ 4.20 Granted 75,000 15.00 265,000 15.70 Exercised — — — — Forfeited and canceled — — — — Outstanding at January 31, 2022 75,000 $ 15.00 360,550 $ 12.64 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jan. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 – 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, 2022 and 2021: Schedule of income tax expense (benefit) January 31, 2022 January 31, 2021 Total current $ — $ — Total deferred — — Income tax expense (benefit) $ — $ — 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, 2022(in thousands): Schedule of statutory federal income tax provision January 31, 2022 Federal statutory (benefit) $ (1,694,649 ) Permanent timing differences 533,949 Other 239,700 Change in valuation allowance 921,000 Total $ — For the year ended January 31, 2022, the expected tax benefit is calculated at the 2019 statutory rate of 21 For the year ended January 31, 2021, 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, 2022 and 2021: Schedule of deferred tax asset January 31, 2021 January 31, 2021 Deferred tax assets: Net operating loss carryforwards $ 1,860,000 $ 939,000 Total deferred tax assets 1,860,000 939,000 Deferred tax liabilities: Depreciation — — Deferred revenue — — Total deferred tax liabilities — — Net deferred tax assets: Less valuation allowance (1,860,000 ) (939,000 ) 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 $ 8,860,000 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, 2022 and 2021. 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, 2022 and 2021 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, 2022 and 2021, 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, 2022, 2021, and 2020 are open for examination under Federal statute of limitations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jan. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – 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 $ 0 43,200 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 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 In September 2019 the Company entered into an operating lease for premises with an annual rent of $ 15,480 In October 2019 the Company entered into an operating lease for a vehicle with an annual cost of $ 9,067 Schedule of minimum lease obligations Maturity of Lease Liabilities Operating January 31, 2023 $ 116,879 January 31, 2024 62,003 January 31, 2025 30,003 January 31, 2026 30,003 January 31, 2027 25,003 After January 31, 2027 — Total lease payments 263,891 Less: Interest (25,339 ) Present value of lease liabilities $ 238,552 The Company had total rent expense and operating lease cost of $ 133,562 164,095 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Jan. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 14 – EARNINGS (LOSS) PER SHARE The net income (loss) per common share amounts for the years ended January 31, 2022 and January 31, 2021 were determined as follows: For the Years Ended January 31, 2022 2021 Numerator: Net income (loss) available to common shareholders $ (8,069,756 ) $ 1,187,176 Denominator: Weighted average shares – basic 279,745 108,432 Net income (loss) per share – basic $ (28.85 ) $ 10.95 Effect of common stock equivalents Add: interest expense on convertible debt 83,502 259,086 Add: amortization of debt discount 918,462 326,238 Less: gain on settlement of debt on convertible notes (556,661 ) (4,835,429 ) Add (Less): loss (gain) on change of derivative liabilities (235,703 ) 845,586 Net income (loss) adjusted for common stock equivalents (7,860,156 ) (2,217,343 ) Dilutive effect of common stock equivalents: Convertible notes and accrued interest — 40,417 Convertible Class C Preferred shares — 363,154 Warrants and options — 95,000 Denominator: Weighted average shares – diluted 279,745 607,003 Net income (loss) per share – diluted $ (28.85 ) $ (3.65 ) The anti-dilutive shares of common stock equivalents for the years ended January 31, 2022 and January 31, 2021 were as follows: For the Years Ended January 31, 2022 2021 Convertible notes and accrued interest 290,374 — Convertible Class C Preferred shares 896,892 — Options 75,000 — Warrants 320,550 — Total 1,582,816 — |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jan. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 15 – RELATED PARTY TRANSACTIONS As of January 31, 2022 and 2021, the Company had $ 46,173 106,173 119,476 18,900 11,177 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jan. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS Subsequent to January 31, 2022 through to May 9, 2022 the Company entered into the following transactions: ● On February 1, 2022 Series C Preferred shareholders converted all of the outstanding Series C Preferred shares totaling 7,250 905,111 2.63 ● On February 14, 2022 the Company issued a convertible note for $ ,200,000 August 14, 2022 12 979,000 recorded an original issue discount of $120,000 and transaction fees of $101,000. 115,000 782,000 120,000 five year 15.00 816,000 The note is convertible only in the event of default, including if the loan is not repaid at maturity. The conversion price is the lower of the lowest trading price i) previous 20 trading days before issuance date or ii) previous 20 trading days before conversion date. The loan maturity may be extended by an additional six months at the Company’s option. If the loan is not extended, then 60,000 out of the 115,000 shares issued will be cancelled. ● On February 25, 2022, the Company issued a convertible note for $ 350,000 August 25, 2022 12 294,000 recorded an original issue discount of $35,000 and transaction fees of $21,000. 33,542 181,125 35,000 five year 15.00 189,000 The note is convertible only in the event of default, including if the loan is not repaid at maturity. The conversion price is the lower of the lowest trading price i) previous 20 trading days before issuance date or ii) previous 20 trading days before conversion date. The loan maturity may be extended by an additional six months at the Company’s option. If the loan is not extended, then 17,500 out of the 33,542 shares issued will be cancelled. ● On February 25, 2022, the Company issued a convertible note for $ 150,000 August 25, 2022 12 119,250 recorded an original issue discount of $15,000 and transaction fees of $15,750. 14,400 77,760 15,000 five year 15.00 81,000 The note is convertible only in the event of default, including if the loan is not repaid at maturity. The conversion price is the lower of the lowest trading price i) previous 20 trading days before issuance date or ii) previous 20 trading days before conversion date. The loan maturity may be extended by an additional six months at the Company’s option. If the loan is not extended, then 7,500 out of the 14,400 shares issued will be cancelled. ● On March 9, 2022, the Company issued a convertible note for $ 200,000 October 9, 2022 12 168,000 recorded an original issue discount of $20,000 and transaction fees of $12,000. 19,200 138,240 20,000 five year 15.00 144,000 The note is convertible only in the event of default, including if the loan is not repaid at maturity. The conversion price is the lower of the lowest trading price i) previous 20 trading days before issuance date or ii) previous 20 trading days before conversion date. The loan maturity may be extended by an additional six months at the Company’s option. If the loan is not extended, then 10,000 out of the 19,200 shares issued will be cancelled. ● On March 9, 2022, the Company issued another convertible note for $ 200,000 October 9, 2022 12 168,000 recorded an original issue discount of $20,000 and transaction fees of $12,000. 19,200 138,240 20,000 five year 15.00 144,000 The note is convertible only in the event of default, including if the loan is not repaid at maturity. The conversion price is the lower of the lowest trading price i) previous 20 trading days before issuance date or ii) previous 20 trading days before conversion date. The loan maturity may be extended by an additional six months at the Company’s option. If the loan is not extended, then 10,000 out of the 19,200 shares issued will be cancelled. The Company changed it’s name to Auto Parts 4Less Group, Inc. and has done a reverse stock split exchanging 10 common shares for 1 common share, both effective April 28, 2022. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business December 5, 2007 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 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. On April 28, 2022 The 4Less Group , Inc changed its name to Auto Parts 4less Group, Inc. The financial statements have been adjusted to reflect a 10-1 reverse stock split effective April 28, 2022. |
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 Auto Parts 4Less Group, Inc. (formerly 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 estimate deferred revenue and customer deposits and value derivative liabilities, options and warrants. |
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, 2022 the Company purchased approximately 54 349,839 57 599,072 |
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. |
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. |
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, 2022 and 2021, the Company’s derivative liabilities were measured at fair value using Level 3 inputs. See Note 10. 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, 2022 and January 31, 2021: January 31, 2022 Quoted Prices in Significant Significant Liabilities: Derivative Liabilities – embedded redemption feature $ 1,263,442 $ — $ — $ 1,263,442 Totals $ 1,263,442 $ — $ — $ 1,263,442 January 31, 2021 Quoted Prices in Significant Significant Liabilities: Derivative Liabilities – embedded redemption feature $ 213,741 $ — $ — $ 213,741 Totals $ 213,741 $ — $ — $ 213,741 |
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. 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. 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 10), the sensitivity required to change the liability by 1% as of January 31, 2022 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, 2022 and 2021: Change 2022 2021 $ % Proprietary website revenue $ 7,576,068 $ 4,200,624 $ 3,375,444 80 Third party website revenue 3,442,683 3,970,731 (528,048 ) ( 13 ) Total Revenue $ 11,018,751 $ 8,171,355 $ 2,847,396 35 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 (delivery of product). The Company primarily receives fixed consideration for sales of product with variability entering into consideration due to returns on shipped products. 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. |
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. |
Earnings (Loss) per Common Share | Earnings (Loss) per Common Share Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS give effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used to determine the number of shares assumed to be purchased from the exercise of stock options and/or warrants. Diluted EPS excluded all dilutive potential shares if their effect is anti-dilutive. Basic loss per common share is computed based on the weighted average number of shares outstanding during the period. Diluted loss per share is computed in a manner similar to the basic loss per share, except the weighted-average number of shares outstanding is increased to include all common shares, including those with the potential to be issued by virtue of convertible debt and other such convertible instruments. Diluted loss per share contemplates a complete conversion to common shares of all convertible instruments only if they are dilutive in nature with regards to earnings per share. |
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 policy is effective for fiscal years, including interim periods, beginning after December 15, 2019. We adopted on February 1, 2020 and the adoption had no impact. Fair Value Measurement 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. In January 2020, the FASB issued new guidance intended to clarify certain interactions between accounting standards related to equity securities, equity method investments and certain derivatives. The guidance addresses accounting for the transition into and out of the equity method of accounting and measuring certain purchased options and forward contracts to acquire investments. The Company adopted the new guidance effective February 1, 2021. There was no impact to the Company’s consolidated financial statements upon adoption. In August 2020, the FASB issued amended guidance on the accounting for convertible instruments and contracts in an entity’s own equity. The guidance removes the separation model for convertible debt instruments and preferred stock, amends requirements for conversion options to be classified in equity as well as amends diluted earnings per share (EPS) calculations for certain convertible debt instruments. The amended guidance is effective for interim and annual periods in 2022. The application of the amendments in the new guidance are to be applied either on a modified retrospective or a retrospective basis. We are currently assessing the effect that the adoption of this standard will have on the Company’s consolidated financial statements upon adoption. Recently Issued Accounting Standards Not Yet Adopted In March 2020, the FASB issued optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting and subsequently issued clarifying amendments. The guidance provides optional expedients and exceptions for accounting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform. The optional guidance is effective upon issuance and can be applied on a prospective basis at any time between January 1, 2020 through December 31, 2022. The Company is currently evaluating the impact of adoption on its consolidated financial statements. In October 2021, the FASB issued amended guidance that requires acquiring entities to recognize and measure contract assets and liabilities in a business combination in accordance with existing revenue recognition guidance. The amended guidance is effective for interim and annual periods in 2023 and is to be applied prospectively. Early adoption is permitted on a retrospective basis to the beginning of the fiscal year of adoption. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements for prior acquisitions; however, the impact in future periods will be dependent upon the contract assets and contract liabilities acquired in future business combinations. In November 2021, the FASB issued new guidance to increase the transparency of transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The guidance requires annual disclosures of such transactions to include the nature of the transactions and the significant terms and conditions, the accounting treatment and the impact to the company’s financial statements. The guidance is effective for annual periods beginning in 2022 and is to be applied on either a prospective or retrospective basis. The Company is currently evaluating the impact of adoption on its consolidated financial statements. 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, 2022 | |
Accounting Policies [Abstract] | |
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, 2022 and January 31, 2021: | 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, 2022 and January 31, 2021: January 31, 2022 Quoted Prices in Significant Significant Liabilities: Derivative Liabilities – embedded redemption feature $ 1,263,442 $ — $ — $ 1,263,442 Totals $ 1,263,442 $ — $ — $ 1,263,442 January 31, 2021 Quoted Prices in Significant Significant Liabilities: Derivative Liabilities – embedded redemption feature $ 213,741 $ — $ — $ 213,741 Totals $ 213,741 $ — $ — $ 213,741 |
The following table shows revenue split between proprietary and third party website revenue for the years ended January 31, 2022 and 2021: | The following table shows revenue split between proprietary and third party website revenue for the years ended January 31, 2022 and 2021: Change 2022 2021 $ % Proprietary website revenue $ 7,576,068 $ 4,200,624 $ 3,375,444 80 Third party website revenue 3,442,683 3,970,731 (528,048 ) ( 13 ) Total Revenue $ 11,018,751 $ 8,171,355 $ 2,847,396 35 |
PROPERTY (Tables)
PROPERTY (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property consists of the following at January 31, 2022 and 2021 | The Company capitalizes all property purchases over $ 1,000 3 7 Property consists of the following at January 31, 2022 and 2021 2022 2021 Office furniture, fixtures and equipment $ 94,041 $ 85,413 Shop equipment 43,004 43,004 Vehicles 206,760 40,433 Sub-total 343,805 168,850 Less: Accumulated depreciation (122,469 ) (88,823 ) Total Property $ 221,336 $ 80,027 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Leases | |
Below is a summary of our lease assets and liabilities at January 31, 2022 and January 31, 2021. | Below is a summary of our lease assets and liabilities at January 31, 2022 and January 31, 2021. Leases Classification January 31, 2022 January 31, 2021 Assets Operating Operating Lease Assets $ 242,583 $ 344,413 Liabilities Current Operating Current Operating Lease Liability $ 100,001 $ 90,286 Noncurrent Operating Noncurrent Operating Lease Liabilities 138,551 244,049 Total lease liabilities $ 238,552 $ 334,335 |
SHORT-TERM AND LONG-TERM DEBT (
SHORT-TERM AND LONG-TERM DEBT (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Debt Disclosure [Abstract] | |
The components of the Company’s short-term and long term debt as of January 31, 2022 and 2021 were as follows: | The components of the Company’s short-term and long term debt as of January 31, 2022 and 2021 were as follows: January 31, 2022 January 31, 2021 Loan dated October 8, 2019 February 29, 2020 November 10, 2020 June 30, 2022 20,000 (3) $ 97,340 * $ 102,168 SFS Funding Loan, original loan of $ 389,980 January 8, 2020 24 weekly 6,006 July 28, 2021 (2) — 161,227 Forklift Note Payable, original note of $ 20,433 Sept 26, 2018 6.23 60 monthly payments 394.54 (1) 8,183 # 12,269 Vehicle loan original loan of $ 93,239 February 16, 2021 2.90 72 monthly payments 1,414 94,316 81,346 # Vehicle loan original loan of $ 59,711 March 20,2021 7.89 72 monthly payments 1,048 76,164 54,108 # Working Capital Note Payable - $ 700,000 October 29, 2021 17,904 Oct 29, 2022 31 (2,4,7) 635,831 * Working Capital Note Payable - $ 650,000 October 25, 2021 15,875 October 25, 2022 26 (2,4,8) 596,047 * Demand loan - $ 5,000 February 1, 2020 15 5 5,000 * 5,000 Demand loan - $ 2,500 March 8, 2019 25 5 2,500 * 2,500 Demand loan - $ 65,500 February 27, 2019 25 5 12,415 * 12,415 Promissory note - $ 60,000 September 18, 2020 April 30, 2022 (10) 5,000 15 60,000 * 60,000 Promissory note - $ 425,000 August 28, 2020 50,000 15 825,000 (5) 425,000 * 425,000 Promissory note - $ 1,200,000 August 28, 2020 August 28, 2022 12 interest payable monthly with the first six months interest deferred until the 6th month and added to principal (6) 1,200,000 * 1,200,000 Promissory note - $ 420,000 December 27, 2021 20,000 January 27, 2022 (9) † 420,000 * Promissory note - $ 50,000 August 31, 2020 February 28, 2021 10 — 50,000 Total $ 3,597,770 $ 2,030,579 January 31, 2022 January 31, 2021 Short-Term Debt $ 3,454,133 $ 716,142 Current Portion of Long-Term Debt 27,737 424,064 Long-Term Debt 115,900 890,373 Total $ 3,597,770 $ 2,030,579 __________ † In default * Short-term loans # Long-term loans of $ 8,183 4,325 $ 54,108 8,632 $ 81,346 14,780 (1) Secured by equipment having a net book value of $10,242 (2) The amounts due under the note are personally guaranteed by an officer or a director of the Company. (3) On November 10, 2020 the Company amended the agreement extending the maturity to June 30, 2022 from April 8, 2021 and changing monthly payments to $0 from $ 5,705 13 20,000 (4) The Company has pledged a security interest on all accounts receivable and banks accounts of the Company. (5) Financing event would be a sale or issuance of assets, debt, shares or any means of raising capital. As the Company has entered into such a transaction the loan has reached maturity and is treated as current. An extension was granted on December 13, 2021 amending the maturity date to April 30, 2022. The April 30, 2022 payment has not been made and the Company is working on another extension with the lender. (6) Secured by all assets of the Company. Loan payable in 2 instalments, $ 445,200 826,800 (7) This loan replaces $500,000 loan dated June 4, 2021, $ 422,009 253,491 26,500 (8) This loan replaces $500,000 loan dated June 4, 2021, $ 359,919 267,606 22,475 (9) Penalty of 10% of principal amount and 30,000 3 year warrants with an exercise price of $15.00 on initial default and 2% of principal amount and 15,000 3 year warrants with an exercise price of $15.00 for every 30 day default period thereafter. Initial default has been recorded at January 31, 2022 with an interest charge of $42,000 and another $276,000 which was the fair value of the warrants (see Note 11). The Company has defaulted on the March 2, 2022, April 1, 2022 and will issue an additional 15,000 warrants for each of those defaults. (10) The April 30, 2022 payment has not been made and the Company is working on another extension with the lender. |
The following are the minimum amounts due on the notes as of January 31, 2022: | The following are the minimum amounts due on the notes as of January 31, 2022: Year Ended Amount January 31, 2023 $ 3,481,870 January 31, 2024 28,427 January 31, 2025 25,798 January 31, 2026 27,107 January 31, 2027 28,498 January 31, 2028 6,070 Total $ 3,597,770 |
SHORT-TERM CONVERTIBLE DEBT (Ta
SHORT-TERM CONVERTIBLE DEBT (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Debt Disclosure [Abstract] | |
The components of the Company’s convertible debt as of January 31, 2022 and 2021 were as follows: | The components of the Company’s convertible debt as of January 31, 2022 and 2021 were as follows: Interest Default Interest Conversion Outstanding Principal at Maturity Date Rate Rate Price January 31, 2022 January 31, 2021 Nov 4, 2013 * 12 12 $ 1,800,000 $ 100,000 $ 100,000 Jan 31, 2014 * 12 18 $ 2,400,000 16,000 16,000 July 31, 2013 * 12 12 $ 1,440,000 5,000 5,000 Jan 31, 2014 * 12 12 $ 2,400,000 30,000 30,000 Oct. 12, 2021 12 16 (3) — 230,000 Nov. 16, 2021 12 16 (3) — 100,000 Nov. 23, 2021 12 16 (3) — 165,000 Nov 12, 2022 8 12 (1) 2,400,000 — Jan. 13, 2023 12 22 (2) 228,000 — Sub-total 2,779,000 646,000 Debt Discount (2,131,034 ) (309,317 ) $ 647,966 $ 336,683 __________ * In default (1) lesser of $ 1.25 or 75 % of offering price if there is an uplisting to a national securities exchange. (2) 75% of closing bid price on day preceding conversion date in event of default (3) closing bid price on the day preceding the conversion date in the event of default |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
The following table presents changes in Level 3 liabilities measured at fair value for the years ended January 31, 2022 and January 31, 2021 | The following table presents changes in Level 3 liabilities measured at fair value for the years ended January 31, 2022 and January 31, 2021 Level 3 Derivatives Balance, January 31, 2020 $ 2,611,125 Changes due to Issuance of New Convertible Notes 264,487 Reduction of derivative due to extinguishment or repayment (3,470,300 ) Changes due to Conversion of Notes Payable (20,185 ) Mark to Market Change in Derivatives 828,614 Balance, January 31, 2021 213,741 Changes due to Issuance of New Convertible Notes 1,933,343 Reduction of derivative due to extinguishment or repayment (556,661 ) Reinstatement of Derivative to Equity (15,134 ) Changes due to Conversion of Notes Payable (76,144 ) Mark to Market Change in Derivatives (235,703 ) Balance, January 31, 2022 $ 1,263,442 |
A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s embedded conversion features that are categorized within Level 3 of the fair value hierarchy as of January 31, 2022 is as follows: | 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 embedded conversion features that are categorized within Level 3 of the fair value hierarchy as of January 31, 2022 is as follows: Embedded Derivative Liability As of Strike price $ 9.00 17.80 Contractual term (years) 0.24 1.0 Volatility (annual) 99.70 126.9 High yield cash rate 17.3 27.63 Underlying fair market value 0.85 Risk-free rate 0.41 0.72 Dividend yield (per share) 0 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Equity [Abstract] | |
For the year ended January 31 ,2021 the Company issued the following warrants: | For the year ended January 31 ,2021 the Company issued the following warrants: On July 27, 2021, the Company issued a warrant to Triton Funds LP (“Triton”) to acquire 30,000 shares of the Company’s common stock as part of the Common Stock Purchase Agreement with Triton which allows Triton to purchase shares of our common stock and which was included in the Registration Statement on Form S-1 the Company filed on August 5, 2021 and which went effective on August 18, 2021. The table A below provides the significant estimates used that resulted in the Company determining the fair value of the warrant at $600,000, which has been recorded as a deferred offering cost. At January 31,2022 the Company recorded $530,370 of the deferred offering costs against the total net proceeds received in paid -in capital, with the remaining $69,630 charged as interest expense. At January 31, 2022 deferred offering cost are $23,000, related to an upcoming registration statement. Table A Expected volatility 2181 Exercise price $21.10 Stock price $ 20.00 Expected life 3 years Risk-free interest rate 0.37 Dividend yield 0 On August 26, 2021, the Company issued an option to a consultant to acquire 25,000 Table B-1 Expected volatility 2,174 Exercise price $ 15.00 Stock price $ 20.50 Expected life 3 years Risk-free interest rate 0.46 Dividend yield 0 On October 14, 2021, the Company issued an option to the CEO to acquire 50,000 585,000 Table B-2 Expected volatility 2,644 Exercise price $ 15.00 Stock price $ 11.70 Expected life 2 years Risk-free interest rate 0.36 Dividend yield 0 On January 27,2022, the Company issued a warrant to a lender to acquire 30,000 276,000 Table C Expected volatility 1,885 Exercise price $ 15.00 Stock price $ 9.20 Expected life 3 years Risk-free interest rate 1.43 Dividend yield 0 On November 12, 2021 as part of a loan agreement referred to in Note 9 issued warrant to purchase 90,000 The table D below provides the significant estimates used that resulted in the Company determining the fair value of the warrant at $2,073,053. Table D Expected volatility 304 311 Exercise price $ 15.00 Stock price $ 9.00 18.80 Expected life 5 years Risk-free interest rate 1.43 Dividend yield 0 For the year ended January 31 ,2021 the Company issued the following warrants: ● a warrant to acquire 95,000 shares of stock as part of a debt settlement transaction. The Warrant gives the holder the right to cash settle the warrants if a fundamental transaction as defined in the warrants occurs. However, a member of management and shareholder of the Company who controls approximately 60% of all voting shares would decide if a fundamental transaction would occur. The Company currently is not considering any fundamental transactions. Based on the above the Company used a Black Scholes model to record the value of the warrant. The warrants having a fair value of $351,500 was included as part of the consideration in the above mentioned debt settlement ● warrants to a broker to acquire 550 common shares for a fair value of $13,470 recorded as general and administrative expenses with a corresponding increase in additional paid-in capital valued using the Black-Scholes option pricing model Table A Expected volatility 415.5 506.8 Exercise price $ 4.00 45.00 Stock price $ 3.70 27.00 Expected life 3 5 years Risk-free interest rate 0.19 0.39 Dividend yield 0 |
The Company had the following options and warrants outstanding at January 31, 2022: | The Company had the following options and warrants outstanding at January 31, 2022: Issued To # Warrants Dated Expire Strike Price Expired Exercised Lender 95,000 08/28/2020 08/28/2023 $ 4.00 N N Broker 250 10/11/2020 10/11/2025 $ 45.00 N N Broker 300 11/25/2020 11/25/2025 $ 30.00 N N Triton 30,000 07/27/2021 07/27/2024 $ 21.10 N N Consultant 25,000 08/26/2021 08/26/2024 $ 15.00 N N Lender 90,000 11/12/2021 11/12/2026 $ 15.00 N N Lender 90,000 * 11/12/2021 11/12/2026 $ 15.00 N N Lender 30,000 1/27/2022 1/27/2025 $ 15.00 N N * These warrants are extinguished if Company repays note by 11/12/2022 maturity. |
The Company had the following fully vested options outstanding at January 31, 2022: | The Company had the following fully vested options outstanding at January 31, 2022: Issued To # Options Dated Expire Strike Price Expired Exercised Consultant 25,000 8/26/2021 8/26/2024 $ 15.00 N N T. Armes 50,000 10/14/2021 10/14/2023 $ 15.00 N N |
Schedule of warrants outstanding | Schedule of warrants outstanding The following table summarizes the activity of options and warrants issued and outstanding as of and for the year ended January 31, 2022 and 2021: Options Weighted Average Warrants Weighted Average Outstanding at January 31, 2020 — $ — 0.14 $ 2252.200 Granted — — 95,550 4.20 Exercised — — — — Forfeited and canceled — — (0.14 ) (2252.200 ) Outstanding at January 31, 2021 — $ — 95,550 $ 4.20 Granted 75,000 15.00 265,000 15.70 Exercised — — — — Forfeited and canceled — — — — Outstanding at January 31, 2022 75,000 $ 15.00 360,550 $ 12.64 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
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, 2022 and 2021: Schedule of income tax expense (benefit) January 31, 2022 January 31, 2021 Total current $ — $ — Total deferred — — Income tax expense (benefit) $ — $ — |
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, 2022(in thousands): Schedule of statutory federal income tax provision January 31, 2022 Federal statutory (benefit) $ (1,694,649 ) Permanent timing differences 533,949 Other 239,700 Change in valuation allowance 921,000 Total $ — |
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, 2022 and 2021: Schedule of deferred tax asset January 31, 2021 January 31, 2021 Deferred tax assets: Net operating loss carryforwards $ 1,860,000 $ 939,000 Total deferred tax assets 1,860,000 939,000 Deferred tax liabilities: Depreciation — — Deferred revenue — — Total deferred tax liabilities — — Net deferred tax assets: Less valuation allowance (1,860,000 ) (939,000 ) Net deferred tax assets (liabilities) $ — $ — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum lease obligations | Schedule of minimum lease obligations Maturity of Lease Liabilities Operating January 31, 2023 $ 116,879 January 31, 2024 62,003 January 31, 2025 30,003 January 31, 2026 30,003 January 31, 2027 25,003 After January 31, 2027 — Total lease payments 263,891 Less: Interest (25,339 ) Present value of lease liabilities $ 238,552 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Earnings Per Share [Abstract] | |
The net income (loss) per common share amounts for the years ended January 31, 2022 and January 31, 2021 were determined as follows: | The net income (loss) per common share amounts for the years ended January 31, 2022 and January 31, 2021 were determined as follows: For the Years Ended January 31, 2022 2021 Numerator: Net income (loss) available to common shareholders $ (8,069,756 ) $ 1,187,176 Denominator: Weighted average shares – basic 279,745 108,432 Net income (loss) per share – basic $ (28.85 ) $ 10.95 Effect of common stock equivalents Add: interest expense on convertible debt 83,502 259,086 Add: amortization of debt discount 918,462 326,238 Less: gain on settlement of debt on convertible notes (556,661 ) (4,835,429 ) Add (Less): loss (gain) on change of derivative liabilities (235,703 ) 845,586 Net income (loss) adjusted for common stock equivalents (7,860,156 ) (2,217,343 ) Dilutive effect of common stock equivalents: Convertible notes and accrued interest — 40,417 Convertible Class C Preferred shares — 363,154 Warrants and options — 95,000 Denominator: Weighted average shares – diluted 279,745 607,003 Net income (loss) per share – diluted $ (28.85 ) $ (3.65 ) |
The anti-dilutive shares of common stock equivalents for the years ended January 31, 2022 and January 31, 2021 were as follows: | The anti-dilutive shares of common stock equivalents for the years ended January 31, 2022 and January 31, 2021 were as follows: For the Years Ended January 31, 2022 2021 Convertible notes and accrued interest 290,374 — Convertible Class C Preferred shares 896,892 — Options 75,000 — Warrants 320,550 — Total 1,582,816 — |
The following table sets forth,
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, 2022 and January 31, 2021: (Details) - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 |
Liabilities: | |||
Derivative Liabilities – embedded redemption feature | $ 1,263,442 | $ 213,741 | $ 2,611,125 |
Totals | 1,263,442 | 213,741 | |
Fair Value, Inputs, Level 1 [Member] | |||
Liabilities: | |||
Derivative Liabilities – embedded redemption feature | |||
Totals | |||
Fair Value, Inputs, Level 2 [Member] | |||
Liabilities: | |||
Derivative Liabilities – embedded redemption feature | |||
Totals | |||
Fair Value, Inputs, Level 3 [Member] | |||
Liabilities: | |||
Derivative Liabilities – embedded redemption feature | 1,263,442 | 213,741 | |
Totals | $ 1,263,442 | $ 213,741 |
The following table shows reven
The following table shows revenue split between proprietary and third party website revenue for the years ended January 31, 2022 and 2021: (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Product Information [Line Items] | ||
Total revenue | $ 11,018,751 | $ 8,171,355 |
Change in revenue | $ 2,847,396 | |
Percentage change in revenue | 35.00% | |
Proprietary Website Revenue [Member] | ||
Product Information [Line Items] | ||
Total revenue | $ 7,576,068 | 4,200,624 |
Change in revenue | $ 3,375,444 | |
Percentage change in revenue | 80.00% | |
Third Party Website Revenue [Member] | ||
Product Information [Line Items] | ||
Total revenue | $ 3,442,683 | $ 3,970,731 |
Change in revenue | $ (528,048) | |
Percentage change in revenue | 13.00% |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 29, 2018 | Jan. 31, 2022 | Jan. 31, 2021 | |
Accounting Policies [Abstract] | |||
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 | ||
Percentage of inventory | 54.00% | 57.00% | |
Accounts payable | $ 349,839 | $ 599,072 |
GOING CONCERN AND FINANCIAL P_2
GOING CONCERN AND FINANCIAL POSITION (Details Narrative) - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 28,451,733 | $ 20,381,977 |
Working capital deficit | 8,325,847 | |
Cash and cash equivalents | $ 77,498 |
Property consists of the follow
Property consists of the following at January 31, 2022 and 2021 (Details) - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Sub-total | $ 343,805 | $ 168,850 |
Less: Accumulated depreciation | (122,469) | (88,823) |
Total Property | 221,336 | 80,027 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sub-total | 94,041 | 85,413 |
Shopequipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sub-total | 43,004 | 43,004 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sub-total | $ 206,760 | $ 40,433 |
PROPERTY (Details Narrative)
PROPERTY (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Addition to fixed assets | $ 196,578 | $ 8,628 |
Cash | 35,000 | |
Financed through vehicle loans | 152,950 | |
Gain (Loss) on Sale of Property and Equipment | 20,345 | 464 |
Depreciation expense | 48,931 | 25,196 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Addition to fixed assets | 0 | |
Cost | 9,750 | |
Net book value | 9,286 | |
Proceeds received | $ 25,060 | 9,750 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 20,000 | |
Net book value | $ 4,715 |
Below is a summary of our lease
Below is a summary of our lease assets and liabilities at January 31, 2022 and January 31, 2021. (Details) - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
Assets | ||
Operating | $ 242,583 | $ 344,413 |
Current | ||
Operating | 100,001 | 90,286 |
Noncurrent | ||
Operating | 138,551 | 244,049 |
Total lease liabilities | $ 238,552 | $ 334,335 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | Feb. 29, 2020 | Sep. 30, 2019 | Jan. 31, 2022 | Jan. 31, 2021 |
Leases | ||||
Leases, description | the Company and landlord terminated the September 2019 lease | annual rent of $15,480, a 3 year term an 1 year renewal | 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 | |
Description of renewal lease term | one to 17 years or more | |||
Incremental borrowing rate | 8.00% | |||
Gain (loss) on termination of lease | $ 45,032 | |||
Operating lease cost and rent | $ 121,917 | $ 121,917 |
CUSTOMER DEPOSITS (Details Narr
CUSTOMER DEPOSITS (Details Narrative) - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
Disclosure Customer Deposits Abstract | ||
Customer deposits | $ 530,900 | $ 188,385 |
DEFERRED REVENUE (Details Narra
DEFERRED REVENUE (Details Narrative) - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 665,143 | $ 687,766 |
PPP LOAN (Details Narrative)
PPP LOAN (Details Narrative) - USD ($) | Sep. 22, 2021 | May 02, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Loan forgiven | $ 209,447 | |
Paycheck Protection Promissory [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Proceeds from PPP Loan | $ 209,447 | |
Fixed rate per annum | 1.00% | |
Maturity of loan | May 2, 2022 | |
Monthly Instalment | $ 8,818 |
The components of the Company_s
The components of the Company’s short-term and long term debt as of January 31, 2022 and 2021 were as follows: (Details) - USD ($) | Jun. 04, 2021 | Jun. 04, 2021 | Nov. 10, 2020 | Jan. 31, 2022 | Jan. 31, 2021 | Aug. 28, 2022 | Aug. 28, 2021 | ||
Short-Term Debt [Line Items] | |||||||||
Debt | $ 3,597,770 | $ 2,030,579 | |||||||
Notes payable principal amount | 125,000 | 24,803 | |||||||
Short-Term Debt | 3,454,133 | 716,142 | |||||||
Current Portion of Long-Term Debt | 27,737 | 424,064 | |||||||
Long-term loan | 115,900 | 890,373 | |||||||
Total | 3,597,770 | 2,030,579 | |||||||
Long-term loan, current | $ 27,737 | 424,064 | |||||||
Net proceeds | 250,000 | ||||||||
Loan one [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt issuance date | Oct. 8, 2019 | ||||||||
Debt revised date | Feb. 29, 2020 | ||||||||
Debt repayment date | Nov. 10, 2020 | ||||||||
Maturity date | Jun. 30, 2022 | ||||||||
Debt instrument periodic payment | $ 20,000 | ||||||||
Debt | [1],[2] | $ 97,340 | 102,168 | ||||||
Percentage of debt instrument interest rate | 13.00% | ||||||||
Lump sum payable amount | $ 20,000 | ||||||||
Loan one [Member] | Maximum [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument periodic payment | $ 5,705 | ||||||||
S F S Funding Loan 1 [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt issuance date | Jan. 8, 2020 | ||||||||
Maturity date | Jul. 28, 2021 | ||||||||
Debt instrument periodic payment | $ 6,006 | ||||||||
Debt | [2],[3] | 161,227 | |||||||
Notes payable principal amount | $ 389,980 | ||||||||
Note payable percentage | 24.00% | ||||||||
Description of payment terms | weekly | ||||||||
Forklift Note Payable [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt issuance date | Sep. 26, 2018 | ||||||||
Debt instrument periodic payment | $ 39,454 | ||||||||
Debt | [4],[5] | 8,183 | 12,269 | ||||||
Notes payable principal amount | $ 20,433 | ||||||||
Note payable percentage | 6.23% | ||||||||
Description of payment terms | 60 monthly payments | ||||||||
Vehicle Loan [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt issuance date | Feb. 16, 2021 | ||||||||
Debt instrument periodic payment | $ 1,414 | ||||||||
Debt | [4] | 81,346 | |||||||
Notes payable principal amount | $ 93,239 | ||||||||
Note payable percentage | 2.90% | ||||||||
Description of payment terms | 72 monthly payments | ||||||||
Secured equipment net book value | $ 94,316 | ||||||||
Vehicle Loan One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt issuance date | Mar. 20, 2021 | ||||||||
Debt instrument periodic payment | $ 1,048 | ||||||||
Debt | [4] | 54,108 | |||||||
Notes payable principal amount | $ 59,711 | ||||||||
Note payable percentage | 7.89% | ||||||||
Description of payment terms | 72 monthly payments | ||||||||
Secured equipment net book value | $ 76,164 | ||||||||
Working Capital Note Payable [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt issuance date | Oct. 29, 2021 | ||||||||
Maturity date | Oct. 29, 2022 | ||||||||
Debt instrument periodic payment | $ 17,904 | ||||||||
Debt | [2],[3],[6],[7] | 635,831 | |||||||
Notes payable principal amount | $ 700,000 | ||||||||
Note payable percentage | 31.00% | ||||||||
Working Capital Note Payable One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt issuance date | Oct. 25, 2021 | ||||||||
Maturity date | Oct. 25, 2022 | ||||||||
Debt instrument periodic payment | $ 15,875 | ||||||||
Debt | [2],[3],[6],[8] | 596,047 | |||||||
Notes payable principal amount | $ 650,000 | ||||||||
Note payable percentage | 26.00% | ||||||||
Demand Loan [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt issuance date | Feb. 1, 2020 | ||||||||
Debt | $ 5,000 | [2] | 5,000 | ||||||
Notes payable principal amount | $ 5,000 | ||||||||
Note payable percentage | 15.00% | ||||||||
Debt Instrument, Maturity Date, Description | 5 | ||||||||
Demand Loan One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt issuance date | Mar. 8, 2019 | ||||||||
Debt | $ 2,500 | [2] | 2,500 | ||||||
Notes payable principal amount | $ 2,500 | ||||||||
Note payable percentage | 25.00% | ||||||||
Debt Instrument, Maturity Date, Description | 5 | ||||||||
Demand Loan Two [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt issuance date | Feb. 27, 2019 | ||||||||
Debt | $ 12,415 | [2] | 12,415 | ||||||
Notes payable principal amount | $ 65,500 | ||||||||
Note payable percentage | 25.00% | ||||||||
Debt Instrument, Maturity Date, Description | 5 | ||||||||
Promissory Note [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt issuance date | Sep. 18, 2020 | ||||||||
Maturity date | Apr. 30, 2022 | ||||||||
Debt | [2],[9] | $ 60,000 | 60,000 | ||||||
Notes payable principal amount | 60,000 | ||||||||
Original issue discount | $ 5,000 | ||||||||
Percentage of debt instrument interest rate | 15.00% | ||||||||
Promissory Note One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt issuance date | Aug. 28, 2020 | ||||||||
Debt | [2],[10] | $ 425,000 | 425,000 | ||||||
Notes payable principal amount | 425,000 | ||||||||
Original issue discount | $ 50,000 | ||||||||
Percentage of debt instrument interest rate | 15.00% | ||||||||
Interest Payable | $ 825,000 | ||||||||
Promissory Note Two [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt issuance date | Aug. 28, 2020 | ||||||||
Maturity date | Aug. 28, 2022 | ||||||||
Debt | [11] | $ 1,200,000 | 1,200,000 | ||||||
Notes payable principal amount | $ 1,200,000 | $ 445,200 | |||||||
Description of payment terms | interest payable monthly with the first six months interest deferred until the 6th month and added to principal | ||||||||
Percentage of debt instrument interest rate | 12.00% | ||||||||
Promissory Note Two [Member] | Subsequent Event [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Notes payable principal amount | $ 826,800 | ||||||||
Promissory Note Three [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt issuance date | Dec. 27, 2021 | ||||||||
Maturity date | Jan. 27, 2022 | ||||||||
Debt | [12],[13] | $ 420,000 | |||||||
Notes payable principal amount | 420,000 | ||||||||
Original issue discount | $ 20,000 | ||||||||
Debt instrument, description | Penalty of 10% of principal amount and 30,000 3 year warrants with an exercise price of $15.00 on initial default and 2% of principal amount and 15,000 3 year warrants with an exercise price of $15.00 for every 30 day default period thereafter. Initial default has been recorded at January 31, 2022 with an interest charge of $42,000 and another $276,000 which was the fair value of the warrants (see Note 11). The Company has defaulted on the March 2, 2022, April 1, 2022 and will issue an additional 15,000 warrants for each of those defaults. | ||||||||
Promissory Note Four [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt issuance date | Aug. 31, 2020 | ||||||||
Maturity date | Feb. 28, 2021 | ||||||||
Debt | $ 50,000 | ||||||||
Notes payable principal amount | $ 50,000 | ||||||||
Percentage of debt instrument interest rate | 10.00% | ||||||||
Long Term Loans [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Long-term loan | $ 4,325 | ||||||||
Long-term loan, current | 8,183 | ||||||||
Long Term Loans One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Long-term loan | 8,632 | ||||||||
Long-term loan, current | 54,108 | ||||||||
Long Term Loans Two [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Long-term loan | 14,780 | ||||||||
Long-term loan, current | 81,346 | ||||||||
Loan Two [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Net proceeds | $ 422,009 | ||||||||
Net cash received | 253,491 | ||||||||
Payment fees | $ 26,500 | ||||||||
Loan Four [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Net proceeds | $ 359,919 | ||||||||
Net cash received | $ 267,606 | ||||||||
Payment fees | $ 22,475 | ||||||||
[1] | On November 10, 2020 the Company amended the agreement extending the maturity to June 30, 2022 from April 8, 2021 and changing monthly payments to $0 from $ 5,705 13 20,000 | ||||||||
[2] | Short-term loans | ||||||||
[3] | The amounts due under the note are personally guaranteed by an officer or a director of the Company. | ||||||||
[4] | Long-term loans of $ 8,183 4,325 | ||||||||
[5] | Secured by equipment having a net book value of $10,242 | ||||||||
[6] | The Company has pledged a security interest on all accounts receivable and banks accounts of the Company. | ||||||||
[7] | This loan replaces $500,000 loan dated June 4, 2021, $ 422,009 253,491 26,500 | ||||||||
[8] | This loan replaces $500,000 loan dated June 4, 2021, $ 359,919 267,606 22,475 | ||||||||
[9] | The April 30, 2022 payment has not been made and the Company is working on another extension with the lender. | ||||||||
[10] | Financing event would be a sale or issuance of assets, debt, shares or any means of raising capital. As the Company has entered into such a transaction the loan has reached maturity and is treated as current. An extension was granted on December 13, 2021 amending the maturity date to April 30, 2022. The April 30, 2022 payment has not been made and the Company is working on another extension with the lender. | ||||||||
[11] | Secured by all assets of the Company. Loan payable in 2 instalments, $ 445,200 826,800 | ||||||||
[12] | Penalty of 10% of principal amount and 30,000 3 year warrants with an exercise price of $15.00 on initial default and 2% of principal amount and 15,000 3 year warrants with an exercise price of $15.00 for every 30 day default period thereafter. Initial default has been recorded at January 31, 2022 with an interest charge of $42,000 and another $276,000 which was the fair value of the warrants (see Note 11). The Company has defaulted on the March 2, 2022, April 1, 2022 and will issue an additional 15,000 warrants for each of those defaults. | ||||||||
[13] | In default |
The following are the minimum a
The following are the minimum amounts due on the notes as of January 31, 2022: (Details) | 12 Months Ended |
Jan. 31, 2022USD ($) | |
Short-Term Debt [Line Items] | |
Minimum amount due | $ 3,454,133 |
Loans Payable [Member] | |
Short-Term Debt [Line Items] | |
Short term debt terms | January 31, 2023 |
Minimum amount due | $ 3,481,870 |
Loans Payable1 [Member] | |
Short-Term Debt [Line Items] | |
Short term debt terms | January 31, 2024 |
Minimum amount due | $ 28,427 |
Loans Payable 2 [Member] | |
Short-Term Debt [Line Items] | |
Short term debt terms | January 31, 2025 |
Minimum amount due | $ 25,798 |
Loans Payable 3 [Member] | |
Short-Term Debt [Line Items] | |
Short term debt terms | January 31, 2026 |
Minimum amount due | $ 27,107 |
Loans Payable 4 [Member] | |
Short-Term Debt [Line Items] | |
Short term debt terms | January 31, 2027 |
Minimum amount due | $ 28,498 |
Loans Payable 5 [Member] | |
Short-Term Debt [Line Items] | |
Short term debt terms | January 31, 2028 |
Minimum amount due | $ 6,070 |
The components of the Company_2
The components of the Company’s convertible debt as of January 31, 2022 and 2021 were as follows: (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Extinguishment of Debt [Line Items] | ||
Sub-total | $ 2,779,000 | $ 646,000 |
Debt Discount | (2,131,034) | (309,317) |
Total | $ 647,966 | 336,683 |
Debt One [Member] | ||
Extinguishment of Debt [Line Items] | ||
Debt Instrument, 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 Two [Member] | ||
Extinguishment of Debt [Line Items] | ||
Debt Instrument, 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 Four [Member] | ||
Extinguishment of Debt [Line Items] | ||
Debt Instrument, 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 Five [Member] | ||
Extinguishment of Debt [Line Items] | ||
Debt Instrument, 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 Six [Member] | ||
Extinguishment of Debt [Line Items] | ||
Debt Instrument, Maturity Date | Oct. 12, 2021 | |
Interest rate | 12.00% | |
Default interest rate | 16.00% | |
Sub-total | 230,000 | |
Debt 1 [Member] | ||
Extinguishment of Debt [Line Items] | ||
Debt Instrument, Maturity Date | Nov. 16, 2021 | |
Interest rate | 12.00% | |
Default interest rate | 16.00% | |
Sub-total | 100,000 | |
Debt 2 [Member] | ||
Extinguishment of Debt [Line Items] | ||
Debt Instrument, Maturity Date | Nov. 23, 2021 | |
Interest rate | 12.00% | |
Default interest rate | 16.00% | |
Sub-total | $ 165,000 | |
Debt 3 [Member] | ||
Extinguishment of Debt [Line Items] | ||
Debt Instrument, Maturity Date | Nov. 12, 2022 | |
Interest rate | 8.00% | |
Default interest rate | 12.00% | |
Sub-total | $ 2,400,000 | |
Debt 4 [Member] | ||
Extinguishment of Debt [Line Items] | ||
Debt Instrument, Maturity Date | Jan. 13, 2023 | |
Interest rate | 12.00% | |
Default interest rate | 22.00% | |
Sub-total | $ 228,000 |
SHORT-TERM CONVERTIBLE DEBT (De
SHORT-TERM CONVERTIBLE DEBT (Details Narrative) - USD ($) | Nov. 12, 2021 | Nov. 12, 2021 | Jul. 20, 2021 | Jul. 12, 2021 | Jul. 07, 2021 | Jan. 13, 2021 | Jan. 13, 2021 | Jan. 31, 2022 | Jan. 31, 2021 |
Short-Term Debt [Line Items] | |||||||||
Accrued interest payable | $ 231,412 | $ 240,713 | |||||||
Amortization of debt discount expense | 918,463 | 335,004 | |||||||
Penalty interest to the loan | 28,000 | 3,394 | |||||||
cash proceeds | 3,039,925 | $ 250,000 | |||||||
Short-term debt in default | 151,000 | ||||||||
Common Stock [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Accrued interest payable | 27,691 | ||||||||
Principal amount | $ 125,000 | ||||||||
Number of shares converted (in shares) | 89,771 | ||||||||
Convertible fees | $ 8,750 | ||||||||
Promissory Convertible Notes [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible debt, description | the Company entered into a new convertible note for $224,125 with a one year maturity, interest rate of 10%, the Company received $200,000 in cash proceeds, recorded an original issue discount of $20,375, a derivative discount of $106,364 related to a conversion feature, and transaction fees of $3,750 | the Company entered into a convertible note for $355,000 with a one year maturity, interest rate of 12%, the Company received $300,025 in cash proceeds, recorded an original issue discount of $35,500, a derivative discount of $171,250 related to a conversion feature, and transaction fees of $19,475. As part of the loan the Company issued 6,085 shares as a commitment fee and recognized $28,795 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital | the Company entered into a convertible note for $231,000 with a one year maturity, interest rate of 12%, the Company received $199,500 in cash proceeds, recorded an original issue discount of $21,000, a derivative discount of $39,261 related to a conversion feature, and transaction fees of $10,500. As part of the loan the Company issued 3.096 shares as a commitment fee and recognized $31,005 based on a relative fair value calculation as debt discount with a corresponding adjustment to paid-in capital | ||||||
Convertible Debt [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Amortization of debt discount expense | $ 240,000 | $ 24,250 | |||||||
Principal amount | $ 2,400,000 | $ 2,400,000 | $ 228,000 | $ 228,000 | |||||
Investment Interest Rate | 8.00% | 8.00% | 12.00% | 12.00% | |||||
Number of shares converted (in shares) | 90,000 | ||||||||
Long-Term Debt, Maturities, Repayment Terms | five year | ||||||||
Exercise price | $ 15 | ||||||||
cash proceeds | $ 1,966,000 | $ 200,000 | |||||||
Fair value | 174,436 | ||||||||
Transaction fee | $ 194,000 | $ 3,750 | |||||||
Monthly instalments | $ 432,000 | $ 432,000 |
The following table presents ch
The following table presents changes in Level 3 liabilities measured at fair value for the years ended January 31, 2022 and January 31, 2021 (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Balance at beginning | $ 213,741 | $ 2,611,125 |
Changes due to issuance of new convertible notes | 1,933,343 | 264,487 |
Reduction of derivative due to extinguishment or repayment | (556,661) | (3,470,300) |
Changes due to conversion of notes payable | (76,144) | (20,185) |
Mark to market change in derivatives | (235,703) | 828,614 |
Reinstatement of derivative to equity | (15,134) | |
Balance at ending | $ 1,263,442 | $ 213,741 |
A summary of the weighted avera
A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s embedded conversion features that are categorized within Level 3 of the fair value hierarchy as of January 31, 2022 is as fol (Details) - Fair Value, Inputs, Level 3 [Member] | Jan. 31, 2022$ / shares |
Measurement Input, Share Price [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Derivative liability, measurement input | 9 |
Measurement Input, Share Price [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Derivative liability, measurement input | 17.80 |
Measurement Input, Expected Term [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Contractual term | 2 months 27 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Contractual term | 1 year |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Derivative liability, measurement input | 0.9970 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Derivative liability, measurement input | 1.269 |
High Yield Cash Rate [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Derivative liability, measurement input | 0.173 |
High Yield Cash Rate [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Derivative liability, measurement input | 0.2763 |
Underlying Fair Market Value [Member] | |
Derivative [Line Items] | |
Derivative liability, measurement input | 0.85 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Derivative liability, measurement input | 0.0041 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Derivative liability, measurement input | 0.0072 |
Dividend Yield [Member] | |
Derivative [Line Items] | |
Derivative liability, measurement input | 0 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities | $ 1,263,442 | $ 213,741 |
Gain (loss) fair value of derivative liabilities | $ 235,703 | $ 828,614 |
For the year ended January 31 ,
For the year ended January 31 ,2021 the Company issued the following warrants: (Details) - $ / shares | Jan. 27, 2022 | Nov. 12, 2021 | Oct. 14, 2021 | Aug. 26, 2021 | Jan. 31, 2022 | Jan. 31, 2021 |
Expected volatility | 1885.00% | 2644.00% | 2174.00% | 2181.00% | ||
Exercise price | $ 15 | $ 15 | $ 15 | $ 15 | $ 21.10 | |
Stock price | $ 9.20 | $ 11.70 | $ 20.50 | $ 20 | ||
Expected life | 3 years | 5 years | 2 years | 3 years | 3 years | |
Risk-free interest rate | 1.43% | 1.43% | 0.36% | 0.46% | 0.37% | |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ||||||
Expected volatility | 304.00% | 415.50% | ||||
Exercise price | $ 4 | |||||
Stock price | $ 9 | $ 3.70 | ||||
Expected life | 3 years | |||||
Risk-free interest rate | 0.19% | |||||
Maximum [Member] | ||||||
Expected volatility | 311.00% | 506.80% | ||||
Exercise price | $ 45 | |||||
Stock price | $ 18.80 | $ 27 | ||||
Expected life | 5 years | |||||
Risk-free interest rate | 0.39% |
The Company had the following o
The Company had the following options and warrants outstanding at January 31, 2022: (Details) | 12 Months Ended |
Jan. 31, 2022$ / sharesshares | |
Lender One [Member] | |
Line of Credit Facility [Line Items] | |
Issued To | Lender |
# Warrants | shares | 95,000 |
Dated | Aug. 28, 2020 |
Expire | Aug. 28, 2023 |
Strike Price | $ / shares | $ 4 |
Broker One [Member] | |
Line of Credit Facility [Line Items] | |
Issued To | Broker |
# Warrants | shares | 250 |
Dated | Oct. 11, 2020 |
Expire | Oct. 11, 2025 |
Strike Price | $ / shares | $ 45 |
Broker Two [Member] | |
Line of Credit Facility [Line Items] | |
Issued To | Broker |
# Warrants | shares | 300 |
Dated | Nov. 25, 2020 |
Expire | Nov. 25, 2025 |
Strike Price | $ / shares | $ 30 |
Triton [Member] | |
Line of Credit Facility [Line Items] | |
Issued To | Triton |
Purchase Agreement [Member] | |
Line of Credit Facility [Line Items] | |
# Warrants | shares | 30,000 |
Dated | Jul. 27, 2021 |
Expire | Jul. 27, 2024 |
Strike Price | $ / shares | $ 21.10 |
Consultant One [Member] | |
Line of Credit Facility [Line Items] | |
Issued To | Consultant |
# Warrants | shares | 25,000 |
Dated | Aug. 26, 2021 |
Expire | Aug. 26, 2024 |
Strike Price | $ / shares | $ 15 |
Lender Two [Member] | |
Line of Credit Facility [Line Items] | |
Issued To | Lender |
# Warrants | shares | 90,000 |
Dated | Nov. 12, 2021 |
Expire | Nov. 12, 2026 |
Strike Price | $ / shares | $ 15 |
Lender Three [Member] | |
Line of Credit Facility [Line Items] | |
Issued To | Lender |
# Warrants | shares | 90,000 |
Dated | Nov. 12, 2021 |
Expire | Nov. 12, 2026 |
Strike Price | $ / shares | $ 15 |
Lender Four [Member] | |
Line of Credit Facility [Line Items] | |
Issued To | Lender |
# Warrants | shares | 30,000 |
Dated | Jan. 27, 2022 |
Expire | Jan. 27, 2025 |
Strike Price | $ / shares | $ 15 |
The Company had the following f
The Company had the following fully vested options outstanding at January 31, 2022: (Details) | 12 Months Ended |
Jan. 31, 2022$ / sharesshares | |
Consultant Two [Member] | |
Line of Credit Facility [Line Items] | |
Issued to | Consultant |
Broken Three [Member] | |
Line of Credit Facility [Line Items] | |
Options | shares | 25,000 |
Dated | Aug. 26, 2021 |
Expire | Aug. 26, 2024 |
Strike price | $ / shares | $ 15 |
T Armes One [Member] | |
Line of Credit Facility [Line Items] | |
Issued to | T. Armes |
T Ames One [Member] | |
Line of Credit Facility [Line Items] | |
Options | shares | 50,000 |
Dated | Oct. 14, 2021 |
Expire | Oct. 14, 2023 |
Strike price | $ / shares | $ 15 |
Schedule of warrants outstandin
Schedule of warrants outstanding (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Begenning balance (in shares) | ||
Beginning balance | ||
Balance at beginning (in shares) | 95,550 | 0.14 |
Share Based Compensation Arrangement by Share Based Payment Award Options Outstanding Weighted Average Exercise Price1 | $ 4.20 | $ 2,252.200 |
Granted | 265,000 | 95,550 |
Granted | $ 4.20 | |
Shares forfeited and canceled | (0.14) | |
Shares forfeited and canceled | $ (2,252.200) | |
Options Granted | 75,000 | |
Weighted Average Exercise Price Granted | $ 15 | |
Weighted Average Exercise Price Granted | $ 15.70 | $ 4.20 |
Ending balance (in shares) | 75,000 | |
Ending balance | $ 15 | |
Balance at ending (in shares) | 360,550 | 95,550 |
Ending balance | $ 12.64 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | Nov. 12, 2022 | Jan. 27, 2022 | Oct. 14, 2021 | Aug. 26, 2021 | Jan. 31, 2022 | Jan. 31, 2021 |
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 | ||||
Common Stock Shares Issued | 341,023 | 142,716 | ||||
Common Stock, Shares, Outstanding | 341,023 | 142,716 | ||||
Conversion of notes payable | $ 125,000 | $ 24,803 | ||||
Accrued Interest | 27,691 | 19,933 | ||||
Fees | 8,750 | |||||
Derivative liabilities | $ 76,144 | $ 20,185 | ||||
Conversion of notes payable into shares | 8,977 | 62,485 | ||||
Gross Proceds | $ 3,039,925 | $ 250,000 | ||||
Number of shares issue for fees to consultant | 6,301 | |||||
Number of shares issue for fees to consultant value | $ 137,555 | |||||
Commitment fee | 10,729 | 4,385 | ||||
Commitment fee value | $ 234,237 | |||||
Value of shares issued | 350,000 | |||||
Net proceeds of amount | 250,000 | |||||
Remaining share proceeds receivable | 100,000 | |||||
Charge to debt discount | $ 35,060 | |||||
Number of shares outstanding | 75,000 | 0 | ||||
Option and warrant expense | $ 1,263,500 | $ 0 | ||||
Issue of common Stock | 90,000 | 30,000 | ||||
Fair value of the warrant | $ 276,000 | $ 585,000 | ||||
Description of warrant | a warrant to acquire 95,000 shares of stock as part of a debt settlement transaction. The Warrant gives the holder the right to cash settle the warrants if a fundamental transaction as defined in the warrants occurs. However, a member of management and shareholder of the Company who controls approximately 60% of all voting shares would decide if a fundamental transaction would occur. The Company currently is not considering any fundamental transactions. Based on the above the Company used a Black Scholes model to record the value of the warrant. The warrants having a fair value of $351,500 was included as part of the consideration in the above mentioned debt settlement | |||||
Description of warrant | warrants to a broker to acquire 550 common shares for a fair value of $13,470 recorded as general and administrative expenses with a corresponding increase in additional paid-in capital valued using the Black-Scholes option pricing model | |||||
Chief Executive Officer [Member] | ||||||
Class of Stock [Line Items] | ||||||
Value of shares issued | $ 18,900 | |||||
Number of shares issued | 4,500 | |||||
Issue of common Stock | 50,000 | |||||
Consultant [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issue of common Stock | 25,000 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common Stock Shares Issued | 172,300 | |||||
Number of shares issued | 62,485 | |||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Preferred stock, shares authorized | 330,000 | 330,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares outstanding | 20,000 | 20,000 | ||||
Preferred stock, shares authorized | 20,000 | 20,000 | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares issued | 20,000 | 20,000 | ||||
Series C Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares outstanding | 7,250 | 7,250 | ||||
Preferred stock, shares authorized | 7,250 | 7,250 | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares issued | 7,250 | 7,250 | ||||
Value of shares issued | $ 11,177 | |||||
Series D Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares outstanding | 870 | 870 | ||||
Preferred stock, shares authorized | 870 | 870 | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares issued | 870 | 870 | ||||
Preferred Stock, Voting Rights | These shares are non-voting | |||||
Redemption price | $ 1,000 |
Schedule of income tax expense
Schedule of income tax expense (benefit) (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Total current | ||
Total deferred | ||
Income tax expense (benefit) |
Schedule of statutory federal i
Schedule of statutory federal income tax provision (Details) | 12 Months Ended |
Jan. 31, 2022USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal statutory (benefit) | $ (1,694,649) |
Permanent timing differences | 533,949 |
Other | 239,700 |
Change in valuation allowance | 921,000 |
Total |
Schedule of deferred tax asset
Schedule of deferred tax asset (Details) - USD ($) | Jan. 31, 2022 | Jan. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 1,860,000 | $ 939,000 |
Total deferred tax assets | 1,860,000 | 939,000 |
Deferred tax liabilities: | ||
Depreciation | ||
Deferred revenue | ||
Total deferred tax liabilities | ||
Less valuation allowance | (1,860,000) | (939,000) |
Net deferred tax assets (liabilities) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Jan. 31, 2022USD ($) | |
Income Tax Disclosure [Abstract] | |
Corporate federal tax rate | 21.00% |
Cumulative net operating loss carryforward | $ 8,860,000 |
Schedule of minimum lease oblig
Schedule of minimum lease obligations (Details) | Jan. 31, 2022USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
January 31, 2023 | $ 116,879 |
January 31, 2024 | 62,003 |
January 31, 2025 | 30,003 |
January 31, 2026 | 30,003 |
January 31, 2027 | 25,003 |
After January 31, 2027 | |
Total lease payments | 263,891 |
Less: Interest | (25,339) |
Present value of lease liabilities | $ 238,552 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Jul. 01, 2018 | Aug. 30, 2016 | Jun. 01, 2015 | Oct. 31, 2019 | Sep. 30, 2019 | Jan. 31, 2022 | Jan. 31, 2021 |
Lessee, Lease, Description [Line Items] | |||||||
Rent expense | $ 0 | $ 43,200 | |||||
Operating Lease, cost | $ 121,917 | $ 121,917 | |||||
Warehouse Lease Facility One [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
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. The Company paid base rent and their share of maintenance expense of $0 and $43,200 related to this lease for the periods ended January 31, 2022 and 2021, respectively | ||||||
Warehouse Lease Facility Two [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
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. This lease is with a shareholder | ||||||
Operating leases, rent expense | $ 2,132 | ||||||
Warehouse Lease Facility Three [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
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 | ||||||
Operating leases, rent expense | $ 6,400 | ||||||
Premises [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
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 | ||||||
Operating leases, rent expense | $ 15,480 | ||||||
Vehicles [Member] | |||||||
Lessee, Lease, Description [Line Items] | |||||||
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 | ||||||
Operating leases, rent expense | $ 9,067 |
The net income (loss) per commo
The net income (loss) per common share amounts for the years ended January 31, 2022 and January 31, 2021 were determined as follows: (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Numerator: | ||
Net income (loss) available to common shareholders | $ (8,069,756) | $ 1,187,176 |
Denominator: | ||
Weighted average shares – basic | 279,745 | 108,432 |
Net income (loss) per share – basic | $ (28.85) | $ 10.95 |
Effect of common stock equivalents | ||
Add: interest expense on convertible debt | $ 83,502 | $ 259,086 |
Add: amortization of debt discount | 918,462 | 326,238 |
Less: gain on settlement of debt on convertible notes | (556,661) | (4,835,429) |
Add (Less): loss (gain) on change of derivative liabilities | (235,703) | 845,586 |
Net income (loss) adjusted for common stock equivalents | (7,860,156) | (2,217,343) |
Dilutive effect of common stock equivalents: | ||
Convertible Class C Preferred shares | $ 40,417 | |
Denominator: | ||
Weighted average shares – diluted | 279,745 | 607,003 |
Net income (loss) per share – diluted | $ (28.85) | $ (3.65) |
Warrant [Member] | ||
Dilutive effect of common stock equivalents: | ||
Convertible Class C Preferred shares | $ 95,000 | |
Convertible Class C Preferred Shares [Member] | ||
Dilutive effect of common stock equivalents: | ||
Convertible Class C Preferred shares | $ 363,154 |
The anti-dilutive shares of com
The anti-dilutive shares of common stock equivalents for the years ended January 31, 2022 and January 31, 2021 were as follows: (Details) - shares | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Anti-dilutive shares | 1,582,816 | |
Convertible Notes and Accrued interest [Member] | ||
Short-Term Debt [Line Items] | ||
Anti-dilutive shares | 290,374 | |
Convertible Class C Preferred Shares [Member] | ||
Short-Term Debt [Line Items] | ||
Anti-dilutive shares | 896,892 | |
Options Held [Member] | ||
Short-Term Debt [Line Items] | ||
Anti-dilutive shares | 75,000 | |
Warrant [Member] | ||
Short-Term Debt [Line Items] | ||
Anti-dilutive shares | 320,550 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Accrued expenses related party | $ 106,173 | $ 46,173 |
Loan from shareolders | $ 119,476 | |
Value of shares issued | 350,000 | |
Series C Preferred Stock [Member] | ||
Related Party Transaction [Line Items] | ||
Value of shares issued | 11,177 | |
Related Party Transactions by Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Value of shares issued | $ 18,900 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 09, 2022 | Feb. 25, 2022 | Feb. 25, 2022 | Feb. 14, 2022 | Feb. 01, 2022 | Nov. 12, 2021 | Nov. 12, 2021 | Jan. 13, 2021 | Jan. 31, 2022 | Jan. 31, 2021 |
Subsequent Event [Line Items] | ||||||||||
Conversion of preferred stock | 8,977 | 62,485 | ||||||||
Proceeds from Issuances of Common Shares, net of Issuance Costs | $ 3,039,925 | $ 250,000 | ||||||||
Convertible Debt [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of shares | 90,000 | |||||||||
Face amount | $ 2,400,000 | $ 2,400,000 | $ 228,000 | |||||||
Interest rate | 8.00% | 8.00% | 12.00% | |||||||
Proceeds from Issuances of Common Shares, net of Issuance Costs | $ 1,966,000 | $ 200,000 | ||||||||
Maturities term | five year | |||||||||
Exercise price of shares | $ 15 | |||||||||
Fair value | $ 174,436 | |||||||||
Convertible Debt [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of shares | 120,000 | |||||||||
Face amount | $ 200,000 | |||||||||
Maturity date | Aug. 14, 2022 | |||||||||
Interest rate | 12.00% | |||||||||
Proceeds from Issuances of Common Shares, net of Issuance Costs | $ 979,000 | |||||||||
Debt description | recorded an original issue discount of $120,000 and transaction fees of $101,000. | |||||||||
Shares issued | 115,000 | |||||||||
Fair value of shares | $ 782,000 | |||||||||
Maturities term | five year | |||||||||
Exercise price of shares | $ 15 | |||||||||
Fair value | $ 816,000 | |||||||||
Description of conversion | The note is convertible only in the event of default, including if the loan is not repaid at maturity. The conversion price is the lower of the lowest trading price i) previous 20 trading days before issuance date or ii) previous 20 trading days before conversion date. The loan maturity may be extended by an additional six months at the Company’s option. If the loan is not extended, then 60,000 out of the 115,000 shares issued will be cancelled. | |||||||||
Convertible Debt 1 [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of shares | 35,000 | |||||||||
Face amount | $ 350,000 | $ 350,000 | ||||||||
Maturity date | Aug. 25, 2022 | Aug. 25, 2022 | ||||||||
Interest rate | 12.00% | 12.00% | ||||||||
Proceeds from Issuances of Common Shares, net of Issuance Costs | $ 294,000 | |||||||||
Debt description | recorded an original issue discount of $35,000 and transaction fees of $21,000. | |||||||||
Shares issued | 33,542 | |||||||||
Fair value of shares | $ 181,125 | |||||||||
Maturities term | five year | |||||||||
Exercise price of shares | $ 15 | |||||||||
Fair value | $ 189,000 | |||||||||
Description of conversion | The note is convertible only in the event of default, including if the loan is not repaid at maturity. The conversion price is the lower of the lowest trading price i) previous 20 trading days before issuance date or ii) previous 20 trading days before conversion date. The loan maturity may be extended by an additional six months at the Company’s option. If the loan is not extended, then 17,500 out of the 33,542 shares issued will be cancelled. | |||||||||
Convertible Debt 2 [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of shares | 15,000 | |||||||||
Face amount | $ 150,000 | $ 150,000 | ||||||||
Maturity date | Aug. 25, 2022 | Aug. 25, 2022 | ||||||||
Interest rate | 12.00% | 12.00% | ||||||||
Proceeds from Issuances of Common Shares, net of Issuance Costs | $ 119,250 | |||||||||
Debt description | recorded an original issue discount of $15,000 and transaction fees of $15,750. | |||||||||
Shares issued | 14,400 | |||||||||
Fair value of shares | $ 77,760 | |||||||||
Maturities term | five year | |||||||||
Exercise price of shares | $ 15 | |||||||||
Fair value | $ 81,000 | |||||||||
Description of conversion | The note is convertible only in the event of default, including if the loan is not repaid at maturity. The conversion price is the lower of the lowest trading price i) previous 20 trading days before issuance date or ii) previous 20 trading days before conversion date. The loan maturity may be extended by an additional six months at the Company’s option. If the loan is not extended, then 7,500 out of the 14,400 shares issued will be cancelled. | |||||||||
Convertible Debt 3 [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of shares | 20,000 | |||||||||
Face amount | $ 200,000 | |||||||||
Maturity date | Oct. 9, 2022 | Oct. 9, 2022 | ||||||||
Interest rate | 12.00% | |||||||||
Proceeds from Issuances of Common Shares, net of Issuance Costs | $ 168,000 | |||||||||
Debt description | recorded an original issue discount of $20,000 and transaction fees of $12,000. | |||||||||
Shares issued | 19,200 | |||||||||
Fair value of shares | $ 138,240 | |||||||||
Maturities term | five year | |||||||||
Exercise price of shares | $ 15 | |||||||||
Fair value | $ 144,000 | |||||||||
Description of conversion | The note is convertible only in the event of default, including if the loan is not repaid at maturity. The conversion price is the lower of the lowest trading price i) previous 20 trading days before issuance date or ii) previous 20 trading days before conversion date. The loan maturity may be extended by an additional six months at the Company’s option. If the loan is not extended, then 10,000 out of the 19,200 shares issued will be cancelled. | |||||||||
Convertible Debt 4 [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of shares | 20,000 | |||||||||
Face amount | $ 200,000 | |||||||||
Maturity date | Oct. 9, 2022 | Oct. 9, 2022 | ||||||||
Interest rate | 12.00% | |||||||||
Proceeds from Issuances of Common Shares, net of Issuance Costs | $ 168,000 | |||||||||
Debt description | recorded an original issue discount of $20,000 and transaction fees of $12,000. | |||||||||
Shares issued | 19,200 | |||||||||
Fair value of shares | $ 138,240 | |||||||||
Maturities term | five year | |||||||||
Exercise price of shares | $ 15 | |||||||||
Fair value | $ 144,000 | |||||||||
Description of conversion | The note is convertible only in the event of default, including if the loan is not repaid at maturity. The conversion price is the lower of the lowest trading price i) previous 20 trading days before issuance date or ii) previous 20 trading days before conversion date. The loan maturity may be extended by an additional six months at the Company’s option. If the loan is not extended, then 10,000 out of the 19,200 shares issued will be cancelled. | |||||||||
Common Class C [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of shares | 7,250 | |||||||||
Conversion of preferred stock | 905,111 | |||||||||
Conversion rate | $ 2.63 |