Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2018 | Nov. 07, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | 4Less Group, Inc. | |
Entity Central Index Key | 0001438901 | |
Amendment Flag | true | |
Amendment Description | The4Less Group, Inc. (the "Company") is filing this Amendment No. 1 (this "Amendment No. 1") to its Quarterly Report on Form 10-Q for the quarter ended October 31, 2018, which was originally filed on December 26, 2018 (the "Original Filing") for the sole purpose of furnishing Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this Amendment No. 1 provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language). Other than the addition of Exhibit 101, no other changes have been made to the Original Filing. This Amendment No. 1 does not reflect events that may have occurred subsequent to the filing date of the Original Filing and does not modify or update in any way disclosures made in the Form 10-Q for the quarter ended October 31, 2018. | |
Current Fiscal Year End Date | --01-31 | |
Document Type | 10-Q/A | |
Document Period End Date | Oct. 31, 2018 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | NV | |
Entity File Number | 333-152444 | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 324,345,734 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Oct. 31, 2018 | Jan. 31, 2018 |
Current Assets | ||
Cash and Cash Equivalents | $ 7,234 | $ 2,830 |
Deposit for Planned Merger | 110,000 | |
Total Assets | 117,234 | 2,830 |
Current Liabilities | ||
Accounts Payable | 72,937 | 44,342 |
Accrued Expenses | 209,428 | 215,591 |
Accrued Expenses - Related Party | 402,960 | 292,415 |
Deferred Revenues | 4,818 | 14,496 |
Accrued Interest Payable | 377,483 | 527,831 |
Derivative Liabilities | 5,162,556 | 760,788 |
Short Term Debt, net of Debt Discount of $145,947 and $46,788, respectively | 1,500,554 | 1,057,051 |
Total Liabilities | 7,730,736 | 2,912,514 |
Stockholders' Deficit | ||
Preferred Stock | ||
Common Stock, $0.001 par value, 4,000,000,000 shares authorized, 1,064,651,043 and 840,478,527 shares issued and outstanding | 1,064,651 | 840,478 |
Additional Paid-In Capital | 5,485,506 | 5,387,205 |
Accumulated Deficit | (14,163,990) | (9,137,698) |
Total Stockholders' Deficit | (7,613,502) | (2,909,684) |
Total Liabilities and Stockholders' Deficit | 117,234 | 2,830 |
Series A - Preferred Stock | ||
Stockholders' Deficit | ||
Preferred Stock | 330 | 330 |
Series B - Preferred Stock | ||
Stockholders' Deficit | ||
Preferred Stock | 1 | 1 |
Series C - Preferred Stock | ||
Stockholders' Deficit | ||
Preferred Stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Oct. 31, 2018 | Jan. 31, 2018 |
Net of debt discount | $ 145,947 | $ 46,788 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 4,000,000,000 | 4,000,000,000 |
Common Stock, shares issued | 1,064,651,043 | 1,064,651,043 |
Common Stock, shares outstanding | 840,478,527 | 840,478,527 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 19,642,880 | 19,642,880 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Preferred Series A | ||
Preferred Stock, shares issued | 330,000 | 330,000 |
Preferred Stock, shares outstanding | 330,000 | 330,000 |
Preferred Series B | ||
Preferred Stock, shares issued | 1,000 | 1,000 |
Preferred Stock, shares outstanding | 1,000 | 1,000 |
Preferred Series C | ||
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | |
Income Statement [Abstract] | ||||
Revenues | $ 7,787 | $ 7,496 | $ 21,824 | $ 26,357 |
Operating Expenses: | ||||
Selling and Advertising | 932 | 1,786 | 5,083 | 3,055 |
General and Administrative | 122,539 | 93,967 | 237,366 | 283,107 |
Total Operating Expenses | 123,471 | 95,753 | 242,449 | 286,162 |
Net Operating Loss | (115,684) | (88,257) | (220,625) | (259,805) |
Other Income (Expense): | ||||
Change in Fair Value of Derivatives | (1,390,268) | 59,962 | (4,033,673) | 66,469 |
Loss on Conversion of Notes Payable | (125,384) | (288,152) | ||
Gain on Debt Extinguishment | 36,837 | |||
Interest Expense | (145,957) | (38,892) | (520,679) | (129,480) |
Total Other Income (Expense) | (1,661,609) | 21,070 | (4,805,667) | (63,011) |
Net Loss | $ (1,777,293) | $ (67,187) | $ (5,026,292) | $ (322,816) |
Weighted Average Common Shares Outstanding - Basic and Diluted | 980,758,206 | 561,655,477 | 901,875,973 | 561,655,477 |
Loss per Common Share - Basic and Diluted | $ 0 | $ 0 | $ (0.01) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (5,026,292) | $ (322,816) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Amortization of Debt Discount | 153,902 | 44,270 |
Loss (Gain) on Change in Fair Value of Derivative Liabilities | 4,033,673 | (66,469) |
Additional Interest Expense from Derivative Liabilities | 159,898 | |
Gain on Extinguishment of Debt | (36,837) | |
Loss on Conversion of Notes Payable | 288,152 | |
Change in Operating Assets and Liabilities: | ||
Accounts Payable | 28,593 | 9,558 |
Accrued Expenses | (6,161) | 53,451 |
Accrued Expenses – Related Party | 110,545 | 196,795 |
Deferred Revenue | (9,678) | 85,456 |
Accrued Interest Payable | 179,520 | (1,337) |
CASH FLOWS USED IN OPERATING ACTIVITIES | (124,685) | (1,092) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Deposit Paid for Planned Merger | (110,000) | |
CASH FLOWS USED IN INVESTING ACTIVITIES | (110,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from Notes Payable, net | 239,089 | |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 239,089 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 4,404 | (1,092) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 2,830 | 1,156 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 7,234 | 64 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash Paid for Interest | ||
Cash Paid for Income Taxes | ||
Non-Cash Financing Items: | ||
Issuance of Convertible Debt to Replace Existing Debt and Accrued Interest | 847,369 | |
Issuance of Common Shares for Debt and Accrued Interest Conversion | $ 34,322 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Business: MedCareers Group, Inc. (the "Company", "MedCareers") currently operates a website for nurses, nursing schools and nurses organizations which enables the respective entities to communicate more easily and efficiently with their members. Significant Accounting Policies: The Company's management selects accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States. The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for interim unaudited consolidated financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for complete consolidated financial statements. Certain information and footnote disclosure normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to instructions, rules, and regulations prescribed by the SEC. The unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended January 31, 2018 and notes thereto contained in the Company's Annual Report on Form 10-K. Principles of Consolidation: The financial statements include the accounts of MedCareers Group, Inc. as well as Nurses Lounge, Inc. 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. 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. 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 Accounting Standards Codification ("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 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 October 31, 2018: October 31, 2018 Quoted Prices in Significant Significant Liabilities: Derivative Liabilities – embedded redemption feature $ 5,162,556 $ — $ — $ 5,162,556 Totals $ 5,162,556 $ — $ — $ 5,162,556 Related Party Transactions: The Company has a formal, written 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. Revenue Recognition: The Company generates revenues from job postings, banner advertisements and email campaigns. Prior to February 1, 2018, revenue is recognized when persuasive evidence of an arrangement exists, delivery or service has occurred, the sales price is fixed or determinable and receipt of payment is probable. Certain sales are for services over the period of nine months or a year and those sales are recognized ratably over the period. Any amount collected but not earned is recorded as deferred revenue. Beginning February 1, 2018, the Company analyzes contracts to determine the appropriate revenue recognition using the following steps: (i) identification of contracts with customers; (ii) identification of distinct performance obligations in the contract; (iii) determination of contract transaction price; (iv) allocation of contract transaction price to the performance obligations; and (v) determination of revenue recognition based on timing of satisfaction of the performance obligation. The Company recognizes revenues upon the satisfaction of its performance obligations (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Stock-Based Compensation: The Company accounts for stock options at fair value. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the service period, if any, of the stock option. Loss Per Common Share: The weighted average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per common share are computed using the weighted average number of common shares and potentially dilutive common shares outstanding. Potentially dilutive common shares are additional common shares assumed to be exercised. Potentially dilutive common shares are excluded from the diluted loss per share computation in periods where the Company has incurred a net loss, as their effect would be considered anti-dilutive. The Company had 37,500,000 warrants, 330,000 shares of Series A Preferred Stock and 1,000 shares of Series B Preferred Stock outstanding at October 31, 2018 and December 31, 2017, which were potentially dilutive common stock equivalents but would be antidilutive and are not included. As the Company incurred a net loss during the three and nine months ended October 31, 2018 and December 31, 2017, the common stock equivalents were considered anti-dilutive. Recently Issued Accounting Standards: Revenue from Contracts with Customers: 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 | 9 Months Ended |
Oct. 31, 2018 | |
Going Concern and Financial Position [Abstract] | |
GOING CONCERN AND FINANCIAL POSITION | NOTE 2 – GOING CONCERN AND FINANCIAL POSITION MedCareers' financial statements are prepared using GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred cumulative losses through October 31, 2018 of $14,163,990 and has a working capital deficit at October 31, 2018 of $7,613,502. As of October 31, 2018, the Company only had cash and cash equivalents of $7,234 and had short-term debt in default. The short-term debt agreements provide legal remedies for satisfaction of defaults, none of the lenders to this point have pursued their legal remedies. These conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the financial statements are issued. The potential proceeds from the sale of common stock and other contemplated debt and equity financing, and increases in operating revenues from new development and business acquisitions might enable MedCareers to continue as a going concern. However, revenues have not been sufficient to cover operating costs that would permit the Company to continue as a going concern historically and there can be no assurance that the Company can or will be able to complete any debt or equity financing, or develop or acquire one or more business interests on terms favorable to it. MedCareers' financial statements do not include any adjustments that might result from the outcome of this uncertainty. Refer to Note 9 - Subsequent Events for disclosure of the Stock Purchase Agreement completed with The 4 Less Corp on November 29, 2018. |
Deposit for Planned Merger
Deposit for Planned Merger | 9 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
DEPOSIT FOR PLANNED MERGER | NOTE 3 – DEPOSIT FOR PLANNED MERGER On June 18, 2018, the Company entered into a Binding Letter of Intent ("Binding LOI"), with The 4Less Corp. ("4Less"). Pursuant to the agreement, the Company agreed to acquire all of the issued and outstanding shares of 4Less' common stock by issuing (1) 19,000 shares of Series B preferred stock; (2) 6,750 shares of Series C preferred stock; (3) 750 shares of Series D preferred stock to shareholders and pay $150,000 to 4Less within 15 days of execution of the Binding LOI. The amount was subsequently reduced to $110,000 by verbal agreement between the parties. The Company paid the $110,000 in June 2018. Timothy Armes, CEO of the Company, agreed to return 60,000,000 shares of the Company's common stock in exchange for 120 shares of the Company's Series D preferred stock at the time of execution of a definitive agreement. The parties agreed to enter into mutually agreeable definitive agreement for the closing of the transaction within 120 days of the execution of this Binding LOI. On October 12, 2018, the parties agreed to extend the term by 30 days from 120 days to 150 days. On November 8, 2018, the Company entered into a Stock Purchase Agreement with The 4 Less Corp and closed the transaction on November 29, 2018. See disclosure at Note 9 - Subsequent Events. |
Short-Term Debt
Short-Term Debt | 9 Months Ended |
Oct. 31, 2018 | |
Debt Disclosure [Abstract] | |
SHORT-TERM DEBT | NOTE 4 – SHORT-TERM DEBT The components of the Company's debt as of October 31, 2018 and January 31, 2018 were as follows: Outstanding Principal at Maturity Date Interest Rate Conversion Price October 31, 2018 January 31, 2018 Nov 4, 2013 12% $0.075 $ 100,000 $ 100,000 Jan 31, 2014 12% $0.10 16,000 16,000 Jan 31, 2014 12% $0.10 — 45,000 April 24, 2020 15% (3) 69,730 — July 31, 2013 12% $0.06 5,000 5,000 Nov 30, 2014 12% Not convertible — 18,000 April 30, 2013 12% Not convertible 25,000 25,000 Jan 31, 2014 12% $0.10 30,000 30,000 Dec 24, 2015 8% (1) 5,000 5,000 Sep 10, 2017 8% (2) 27,608 27,361 Sep 10, 2017 8% (2) 23,863 23,863 Sep 10, 2017 8% (2) 5,205 12,355 Sep 10, 2017 8% (2) 26,697 26,697 Sep 10, 2017 8% (2) 38,677 38,677 Dec 4, 2017 8% (7) 25,000 25,000 Feb 3, 2017 8% (7) 25,000 25,000 Mar 3, 2017 8% (8) 30,000 30,000 Mar 24, 2017 8% (8) 25,000 25,000 Jan 2014 to Jan 2018 12% $0.07 to $0.10 — 454,650 April 24, 2020 15% (3) 738,896 — July 8, 2015 8% (1) 5,500 5,500 May 5, 2015 8% (3) 4,500 4,500 May 14, 2015 8% (1) 23,297 23,297 May 19, 2015 8% (1) — 7,703 June 12, 2015 8% (1) — 26,500 April 24, 2020 15% (3) 34,203 — July 19, 2016 8% (1) 5,000 5,000 Mar 3, 2017 8% (8) 30,000 21,500 Feb 3, 2017 8% (7) 25,000 7,161 Dec 27, 2018 15% (4) 64,250 51,750 Jan 5, 2019 15% (4) 18,325 18,325 Mar 23, 2019 15% (3) 10,000 — June 20, 2019 15% (3) 25,000 — June 6, 2019 12% (5) 82,500 — February 20, 2019 15% (6) 55,000 — October 23, 2019 8% (8) 47,250 — Debt Discount (145,947 ) (46,788 ) Total $ 1,500,554 $ 1,057,051 _________ (1) 52% of the lowest trading price for the fifteen trading days prior to conversion day. (2) 50% of the lowest trading price for the fifteen trading days prior to conversion day. (3) 50% of the lowest trading price for the twenty trading days prior to conversion day. (4) 50% of the lowest trading price for the forty trading days prior to conversion day, but not higher than $0.000075. (5) 52% of the lowest trading price for the twenty trading days prior to conversion day. Upon default, the conversion price change to 35% of the lowest trading price for the twenty trading days prior to conversion day. (6) 60% of the lowest trading price for the twenty trading days prior to conversion day. Upon default, the outstanding balance shall increase to 150% of the outstanding balance and a penalty of $1,000 per day shall accrue until the default is remedied. (7) 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.001. (8) 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.005. The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 "Derivatives and Hedging" and determined that some instruments should be classified as liabilities due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The instruments are measured at fair value at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings. The fair value of the embedded conversion option resulted in a discount to the note on the debt inception date. For the nine months ended October 31, 2018 and 2017, the Company recorded amortization expense of $153,902 and $44,270, respectively. As of October 31, 2018, the Company had $521,847 of aggregate debt in default. The agreements provide legal remedies for satisfaction of defaults, none of the lenders to this point have pursued their legal remedies. The Company continues to accrue interest at the listed rates, and plans to seek their conversion or payoff within the next twelve months. On April 25, 2018, the Company entered into replacement notes with 4 existing note holders. The new notes combined the principle amounts of each of their existing notes along with each note's accrued interest, extended the maturity dates to April 24, 2020 with an interest rate per annum of 15%. The total principal and accrued interest replaced were $538,353 and $308,976, respectively. As the conversion option is bifurcated and accounted for at fair value both before and after the exchange, the debt instrument without the conversion option is evaluated under the guidance in ASC 470-50 modifications and extinguishments for nonconvertible debt using the 10% cash flow test. The bifurcated conversion option is accounted for at fair value both before and after the modification with any changes in the fair value of the conversion option reflected in earnings. Upon the replacement of the convertible notes, the Company recognized the fair value of the new embedded conversion feature of $1,917,387 as a derivative liability, resulting in a loss on change in fair value of the derivative liabilities of $1,841,053. Issuance of convertible notes On October 22, 2018, the Company issued a convertible note with principal of $47,250 and net proceed of $45,000. The note bears interest at 8% per annum and matures in one year from the issuance date. The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion, but not higher than $0.005. See Note 9 – Subsequent Events for disclosure of convertible notes issued after October 31, 2018. Cancellation of convertible notes On February 1, 2018, the Company entered into a loan cancellation agreement with Optimum MCGI Holdings LLC. An aggregate total amount of $36,837 was cancelled and released, and the Company recorded a gain on debt extinguishment. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Oct. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 5 – DERIVATIVE LIABILITIES The derivatives arise from convertible debt where the debt 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. 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. In our calculation at October 31, 2018, volatility ranged from 199% to 343%, the term ranged from 0.16 to 1.48 year, and the risk free interest rate was from 2.49% to 2.55%. At January 31, 2018, volatility ranged from 242% to 288%, the term ranged from 0.66 to 2.94 years, and the average risk free interest rate was from 1.88% to 2.03%. Level 3 Derivatives Balance, January 31, 2018 $ 760,788 Derivative Liabilities due to New Convertible Debt 391,209 Due to Conversion of Convertible Debt (23,114 ) Loss on Change in Fair Value of Derivative Liabilities 4,033,673 Balance, October 31, 2018 $ 5,162,556 For the three months ended October 31, 2018 and 2017, the Company recorded gain (loss) from the change in the fair value of derivative liabilities of $(1,390,717) and $59,962, respectively. For the nine months ended October 31, 2018 and 2017, the Company recorded gain (loss) from the change in the fair value of derivative liabilities of $(4,033,673) (including loss on change in the fair value of derivative liabilities due to the replacement of convertible notes) and $66,469, respectively. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Oct. 31, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 6 – STOCKHOLDERS' DEFICIT Preferred Stock: The Company is authorized to issue 20,001,000 shares of Preferred Stock, having a par value of $0.001 per share. 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 October 31, 2018, the Company had 330,000 shares of Series A Preferred issued and outstanding. Holders of the Series B Preferred Stock has voting rights equal to 51% of the total voting rights at any time. There are no conversion rights granted holders of Series B Preferred shares. As of October 31, 2018, the Company had 1,000 shares of Series B Preferred Stock issued, outstanding and held by Timothy Armes, CEO of the Company. Holders of the Series C Preferred Stock have the right to convert into the common stock of the Company at any time at the holder's option by multiplying the number of issued and outstanding shares of the common stock by 2.63 on conversion date. The holders of Series C Preferred shares, they are not entitled to dividends, and the Company does not have the right of redemption. At October 31, 2018, there are 0 shares issued and outstanding of the Series C Preferred Stock. On June 8, 2018, the Company filed a Certificate of Designation for its Series D Preferred Stock with the Secretary of State of Nevada designating 870 shares of its authorized preferred stock as Series D Preferred Stock ("Series D"). The shares of Series D have a par value of $0.001 per share. The shares of Series D do not have any dividend rights, voting rights or pre-emptive rights and are redeemable by either the Company or the holder at an amount of $1,000 per share. On June 8, 2018, the Company, after having obtained requisite shareholder approval, filed amendments to its Certificate of Designation with the Secretary of State of Nevada, increased the designated Series B Preferred Stock to 20,000 shares from 1,000 shares and modified certain rights and preferences. Pursuant to the amendment, the Series B Preferred Stock has voting rights equal to 66.7% of the total voting rights at any time. On June 8, 2018, the Company, after having obtained requisite shareholder approval, filed amendments to its Certificate of Designation with the Secretary of State of Nevada, to modify certain rights and preferences of Series C Preferred Stock. Pursuant to the amendment, 7,250 shares were designated as Series C Convertible Preferred Stock. Any issued and outstanding shares of Series C Convertible Preferred Stock shall automatically convert at $2.63 per share on December 31, 2021. Prior to the conversion, the holders do not have any dividend right, voting right. The holders also have no redemption right. On June 13, 2018, the Company, after having obtained requisite shareholder approval, filed amendments to its Certificate of Designation with the Secretary of State of Nevada, decreased the designated Series A Preferred Stock to 330,000 shares from 500,000 shares and modified certain rights and preferences. Pursuant to the amendment, any issued and outstanding shares of Series A Convertible Preferred Stock shall automatically convert at $0.152 per share on December 31, 2018. The Company has the option to force a conversion at any time after issuance. Prior to the conversion, the holders do not have any liquidation and voting right. Common Stock: The Company is authorized to issue 4,000,000,000 common shares at a par value of $0.001 per share. These shares have full voting rights. During the nine months ended October 31, 2018, the Company issued the following common stock: On June 6, 2018, 66,897,096 shares were issued for the conversion of a $2,200 note and $1,145 interest that had a conversion feature at 50% of the market price per share. On July 30, 2018, 54,767,518 shares were issued for the conversion of a $1,760 note and $978 interest that had a conversion feature at 50% of the market price per share. On October 9, 2018, 52,885,151 shares were issued for the conversion of a $1,650 note and $994 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC. On October 22, 2018, 49,622,751 shares were issued for the conversion of a $1,540 note and $941 interest that had a default conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC. See Note 9 – Subsequent Events for disclosure of shares issued after October 31, 2018. Warrants: The Company had the following warrants activity for the nine months ended October 31, 2018: Number of Weighted Weighted Aggregate Outstanding and exercisable at January 31, 2018 37,500,000 $ 0.01 2.79 $ — Grant — — Outstanding and exercisable at October 31, 2018 37,500,000 $ 0.01 2.05 $ — |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS As of October 31, 2018 and January 31, 2018, the Company had $402,960 and $292,415, respectively, of related party accrued expenses related to accrued compensation for employees and consultants. The Company maintained its executive offices of approximately 300 sq. ft., at 758 E. Bethel School Road, Coppell, Texas 75019 in the home of the President and CEO for which it pays no rent. The Company and the CEO moved the office to 6515 Goodman Rd., #258, Olive Branch, Mississippi 38654 in July 2018. The Company plans to lease office space when operations require it and funding permits. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES There is pending litigation initiated by the Company around the validity of a $100,000 note which the Company signed based upon representations of funding from the maker which was never received. The Company initiated litigation to dispute the note and the 10,151,540 shares that have been issued. There was no consideration for the issuance of the shares and the shares have been accounted for as if they were returned and cancelled although they have not been returned. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS Conversion of notes On November 9, 2018, 33,146,301 shares were issued for the conversion of a $10,000 note and $6,573 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC. On November 9, 2018, 55,000,000 shares were issued for the conversion of $2,750 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC. On November 15, 2018, 59,000,000 shares were issued for the conversion of $2,950 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC. On November 16, 2018, 35,444,872 shares were issued for the conversion of a $13,863 note and $9,176 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC. On November 19, 2018, 64,700,000 shares were issued for the conversion of $3,235 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC. On November 21, 2018, 99,960,729 shares were issued for the conversion of a $3,107 note and $1,890 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC. On November 23, 2018, 73,000,000 shares were issued for the conversion of a $1,321 note and $2,328 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC. On November 30, 2018, 85,234,849 shares were issued for the conversion of a $2,640 note and $1,621 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC. On November 30, 2018, 77,000,000 shares were issued for the conversion of a $3,717 note and $132 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC. On December 3, 2018, 81,000,000 shares were issued for the conversion of a $3,957 note and $92 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC. On December 6, 2018, 86,000,000 shares were issued for the conversion of a $4,215 note and $84 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC. On December 10, 2018, 103,411,616 shares were issued for the conversion of a $3,190 note and $1,980 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC. On December 11, 2018, 79,400,000 shares were issued for the conversion of a $3,843 note and $127 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC. On December 14, 2018, 100,000,000 shares were issued for the conversion of a $4,886 note and $114 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC. On December 17, 2018, 160,921,973 shares were issued for the conversion of a $4,950 note and $3,096 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC. On December 18, 2018, 105,000,000 shares were issued for the conversion of a $5,191 note and $59 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC. On December 19, 2018, 119,000,000 shares were issued for the conversion of a $5,933 note and $16 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC. Convertible Note On November 14, 2018, the Company issued a convertible note with principal of $78,750 and net proceeds of $75,000. The note bears interest at 8% per annum and matures in one year from the issuance date. The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion, but not higher than $0.005. On December 13, 2018, the Company issued a convertible note with principal of $130,000 and net proceeds of $125,000. The note bears interest at 8% per annum and matures in one year from the issuance date. The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion, but not higher than $0.005. Entry Into Material Agreement On November 8, 2018, the Company entered into a Stock Purchase Agreement with The 4 Less Corp. (formerly Vegas Suspension & Offroad, Inc.). Pursuant to the terms of the Binding LOI, the Company made a cash payment of $110,000 to the shareholders of 4Less. Under the terms of the Agreement, the Company will purchase all of the outstanding shares of 4Less, which are held respectively by Christopher Davenport and Sergio Salzano in exchange for 17,100 shares of Series B Preferred Stock, 6,075 shares of Series C Preferred Stock, 675 shares of Series D Preferred Stock to Mr. Davenport and 1,900 shares of Series B Preferred Stock, 677 shares of Series C Preferred Stock, and 75 shares of Series D Preferred Stock to Mr. Salzano. In addition, Timothy Armes, our current Chairman shall exchange 60,000,000 shares of common stock of the Company for 120 shares of the Company's Series D Preferred Stock. Completion of Acquisition On November 29, 2018, the Board of Directors of the Company closed the Stock Purchase Agreement, dated November 8, 2018 with The 4Less Corp. The Company issued the shareholders of 4Less certain shares of preferred stock of the Company as described above. Pursuant to the transaction, Tim Armes, the CEO of the Company, exchanged 60,000,000 shares of common stock for 120 shares of Series D Preferred Stock. As a result of the transaction, 4Less became a wholly owned subsidiary of the Company. Additionally, there was a change of control as the holders of the Series B Preferred Stock have a voting control of 66.7% of the Company and Christopher Davenport and Sergio Salzano own 95% of the Series B Preferred Stock. Disposition of Assets On December 12, 2018, the Board of Directors of the Company determined that the operations of Nurses Lounge, Inc., a wholly-owned subsidiary of the Company (the "Subsidiary") did not fit the business model of the Company. Timothy Armes, the Chief Executive Officer of the Company, various debt holders and Series A Preferred Stockholders indicated a willingness and desire to acquire the Subsidiary from the Company and signed an agreement under the following terms and conditions: 1. The Company transferred 100% of the ownership of the Subsidiary to the Nurses Lounge Holdings, Inc. (the "Buyer") (owned by Timothy Armes, the Chief Executive Officer of the Company, various shareholders and debt holders of the Company) effective immediately; 2. The Buyer assumed all debt and other obligations associated with the Subsidiary at the time of ownership transfer. 3. The Buyer provided a written indemnification to the Company covering all liabilities associated with the past and future operations of the Subsidiary. 4. The subsidiary was sold by the Company for the consideration of the cancelation of 322,000 shares of series A Preferred Stock, 40 million shares of common stock and the forgiveness of $533,071 worth of existing current liabilities owed by the Company. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
Business | Business: MedCareers Group, Inc. (the "Company", "MedCareers") currently operates a website for nurses, nursing schools and nurses organizations which enables the respective entities to communicate more easily and efficiently with their members. |
Significant Accounting Policies | Significant Accounting Policies: The Company's management selects accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States. The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for interim unaudited consolidated financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for complete consolidated financial statements. Certain information and footnote disclosure normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to instructions, rules, and regulations prescribed by the SEC. The unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended January 31, 2018 and notes thereto contained in the Company's Annual Report on Form 10-K. |
Principles of Consolidation | Principles of Consolidation: The financial statements include the accounts of MedCareers Group, Inc. as well as Nurses Lounge, Inc. 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. |
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. |
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 Accounting Standards Codification ("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 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 October 31, 2018: October 31, 2018 Quoted Prices in Significant Significant Liabilities: Derivative Liabilities – embedded redemption feature $ 5,162,556 $ — $ — $ 5,162,556 Totals $ 5,162,556 $ — $ — $ 5,162,556 |
Related Party Transactions | Related Party Transactions: The Company has a formal, written 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. |
Revenue Recognition | Revenue Recognition: The Company generates revenues from job postings, banner advertisements and email campaigns. Prior to February 1, 2018, revenue is recognized when persuasive evidence of an arrangement exists, delivery or service has occurred, the sales price is fixed or determinable and receipt of payment is probable. Certain sales are for services over the period of nine months or a year and those sales are recognized ratably over the period. Any amount collected but not earned is recorded as deferred revenue. Beginning February 1, 2018, the Company analyzes contracts to determine the appropriate revenue recognition using the following steps: (i) identification of contracts with customers; (ii) identification of distinct performance obligations in the contract; (iii) determination of contract transaction price; (iv) allocation of contract transaction price to the performance obligations; and (v) determination of revenue recognition based on timing of satisfaction of the performance obligation. The Company recognizes revenues upon the satisfaction of its performance obligations (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. |
Stock-Based Compensation | Stock-Based Compensation: The Company accounts for stock options at fair value. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the service period, if any, of the stock option. |
Loss per Common Share | Loss Per Common Share: The weighted average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per common share are computed using the weighted average number of common shares and potentially dilutive common shares outstanding. Potentially dilutive common shares are additional common shares assumed to be exercised. Potentially dilutive common shares are excluded from the diluted loss per share computation in periods where the Company has incurred a net loss, as their effect would be considered anti-dilutive. The Company had 37,500,000 warrants, 330,000 shares of Series A Preferred Stock and 1,000 shares of Series B Preferred Stock outstanding at October 31, 2018 and December 31, 2017, which were potentially dilutive common stock equivalents but would be antidilutive and are not included. As the Company incurred a net loss during the three and nine months ended October 31, 2018 and December 31, 2017, the common stock equivalents were considered anti-dilutive. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards: Revenue from Contracts with Customers: 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. |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 9 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of fair value on a recurring basis | October 31, 2018 Quoted Prices in Significant Significant Liabilities: Derivative Liabilities – embedded redemption feature $ 5,162,556 $ — $ — $ 5,162,556 Totals $ 5,162,556 $ — $ — $ 5,162,556 |
Short-Term Debt (Tables)
Short-Term Debt (Tables) | 9 Months Ended |
Oct. 31, 2018 | |
Debt Disclosure [Abstract] | |
convertible debt | Outstanding Principal at Maturity Date Interest Rate Conversion Price October 31, 2018 January 31, 2018 Nov 4, 2013 12% $0.075 $ 100,000 $ 100,000 Jan 31, 2014 12% $0.10 16,000 16,000 Jan 31, 2014 12% $0.10 — 45,000 April 24, 2020 15% (3) 69,730 — July 31, 2013 12% $0.06 5,000 5,000 Nov 30, 2014 12% Not convertible — 18,000 April 30, 2013 12% Not convertible 25,000 25,000 Jan 31, 2014 12% $0.10 30,000 30,000 Dec 24, 2015 8% (1) 5,000 5,000 Sep 10, 2017 8% (2) 27,608 27,361 Sep 10, 2017 8% (2) 23,863 23,863 Sep 10, 2017 8% (2) 5,205 12,355 Sep 10, 2017 8% (2) 26,697 26,697 Sep 10, 2017 8% (2) 38,677 38,677 Dec 4, 2017 8% (7) 25,000 25,000 Feb 3, 2017 8% (7) 25,000 25,000 Mar 3, 2017 8% (8) 30,000 30,000 Mar 24, 2017 8% (8) 25,000 25,000 Jan 2014 to Jan 2018 12% $0.07 to $0.10 — 454,650 April 24, 2020 15% (3) 738,896 — July 8, 2015 8% (1) 5,500 5,500 May 5, 2015 8% (3) 4,500 4,500 May 14, 2015 8% (1) 23,297 23,297 May 19, 2015 8% (1) — 7,703 June 12, 2015 8% (1) — 26,500 April 24, 2020 15% (3) 34,203 — July 19, 2016 8% (1) 5,000 5,000 Mar 3, 2017 8% (8) 30,000 21,500 Feb 3, 2017 8% (7) 25,000 7,161 Dec 27, 2018 15% (4) 64,250 51,750 Jan 5, 2019 15% (4) 18,325 18,325 Mar 23, 2019 15% (3) 10,000 — June 20, 2019 15% (3) 25,000 — June 6, 2019 12% (5) 82,500 — February 20, 2019 15% (6) 55,000 — October 23, 2019 8% (8) 47,250 — Debt Discount (145,947 ) (46,788 ) Total $ 1,500,554 $ 1,057,051 _________ (1) 52% of the lowest trading price for the fifteen trading days prior to conversion day. (2) 50% of the lowest trading price for the fifteen trading days prior to conversion day. (3) 50% of the lowest trading price for the twenty trading days prior to conversion day. (4) 50% of the lowest trading price for the forty trading days prior to conversion day, but not higher than $0.000075. (5) 52% of the lowest trading price for the twenty trading days prior to conversion day. Upon default, the conversion price change to 35% of the lowest trading price for the twenty trading days prior to conversion day. (6) 60% of the lowest trading price for the twenty trading days prior to conversion day. Upon default, the outstanding balance shall increase to 150% of the outstanding balance and a penalty of $1,000 per day shall accrue until the default is remedied. (7) 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.001. (8) 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.005. |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Oct. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of changes in fair value of the derivative liability | Level 3 Derivatives Balance, January 31, 2018 $ 760,788 Derivative Liabilities due to New Convertible Debt 391,209 Due to Conversion of Convertible Debt (23,114 ) Loss on Change in Fair Value of Derivative Liabilities 4,033,673 Balance, October 31, 2018 $ 5,162,556 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
Oct. 31, 2018 | |
Equity [Abstract] | |
Schedule of warrant activity | Number of Weighted Weighted Aggregate Outstanding and exercisable at January 31, 2018 37,500,000 $ 0.01 2.79 $ — Grant — — Outstanding and exercisable at October 31, 2018 37,500,000 $ 0.01 2.05 $ — |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details) - USD ($) | Oct. 31, 2018 | Jan. 31, 2018 | Jan. 31, 2017 |
Liabilities [Abstract] | |||
Derivative Liabilities - embedded redemption feature | $ 5,162,556 | ||
Totals | 5,162,556 | $ 760,788 | |
Quoted Prices in Active Markets For Identical Assets (Level 1) [Member] | |||
Liabilities [Abstract] | |||
Derivative Liabilities - embedded redemption feature | |||
Totals | |||
Significant Other Observable Inputs (Level 2) [Member] | |||
Liabilities [Abstract] | |||
Derivative Liabilities - embedded redemption feature | |||
Totals | |||
Significant Unobservable Inputs (Level 3) [Member] | |||
Liabilities [Abstract] | |||
Derivative Liabilities - embedded redemption feature | 5,162,556 | $ 760,788 | |
Totals | $ 5,162,556 |
Nature of Business and Signif_5
Nature of Business and Significant Accounting Policies (Details Textual) - USD ($) | Oct. 31, 2018 | Jan. 31, 2018 | Dec. 31, 2017 |
Nature of Business and Significant Accounting Policies (Textual) | |||
Preferred stock shares outstanding | 0 | 0 | |
Convertible notes | $ 521,847 | ||
Series B Preferred Stock [Member] | |||
Nature of Business and Significant Accounting Policies (Textual) | |||
Preferred stock shares outstanding | 1,000 | 1,000 | 1,000 |
Series B Preferred Stock [Member] | Warrant [Member] | |||
Nature of Business and Significant Accounting Policies (Textual) | |||
Warrants to purchase common shares | 37,500,000 | 37,500,000 | |
Series A Preferred Stock [Member] | |||
Nature of Business and Significant Accounting Policies (Textual) | |||
Preferred stock shares outstanding | 330,000 | 330,000 | 330,000 |
Going Concern and Financial P_2
Going Concern and Financial Position (Details) - USD ($) | Oct. 31, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | Jan. 31, 2017 |
Going Concern and Financial Position (Textual) | ||||
Accumulated deficit | $ (14,163,990) | $ (9,137,698) | ||
Working capital deficit | 7,613,502 | |||
Cash and cash equivalents | $ 7,234 | $ 2,830 | $ 64 | $ 1,156 |
Deposit for Planned Merger (Det
Deposit for Planned Merger (Details) | 9 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Common stock issuing, description | (1) 19,000 shares of Series B preferred stock; (2) 6,750 shares of Series C preferred stock; (3) 750 shares of Series D preferred stock to shareholders and pay $150,000 to 4Less within 15 days of execution of the Binding LOI. The amount was subsequently reduced to $110,000 by verbal agreement between the parties. The Company paid the $110,000 in June 2018. Timothy Armes, CEO of the Company, agreed to return 60,000,000 shares of the Company's common stock in exchange for 120 shares of the Company's Series D preferred stock at the time of execution of a definitive agreement. The parties agreed to enter into mutually agreeable definitive agreement for the closing of the transaction within 120 days of the execution of this Binding LOI. On October 12, 2018, the parties agreed to extend the term by 30 days from 120 days to 150 days. On November 8, 2018, the Company entered into a Stock Purchase Agreement with The 4 Less Corp and closed the transaction on November 29, 2018. |
Short-Term Debt (Details)
Short-Term Debt (Details) - USD ($) | 9 Months Ended | |||
Oct. 31, 2018 | Oct. 31, 2017 | Jan. 31, 2018 | ||
Outstanding principal | $ 1,500,554 | $ 1,057,051 | ||
Debt Discount | $ (145,947) | (46,788) | ||
Nov 4, 2013 [Member] | ||||
Maturity date | Nov. 4, 2013 | |||
Interest rate | 12.00% | |||
Conversion price | $ 0.075 | |||
Outstanding principal | $ 100,000 | 100,000 | ||
Jan 31, 2014 [Member] | ||||
Maturity date | Jan. 31, 2014 | |||
Interest rate | 12.00% | |||
Conversion price | $ 0.10 | |||
Outstanding principal | $ 16,000 | 16,000 | ||
Jan 31, 2014 [Member] | ||||
Maturity date | Jan. 31, 2014 | |||
Interest rate | 12.00% | |||
Conversion price | $ 0.10 | |||
Outstanding principal | 45,000 | |||
April 24, 2020 [Member] | ||||
Maturity date | Apr. 24, 2020 | |||
Interest rate | 15.00% | |||
Conversion price | [1] | |||
Outstanding principal | $ 69,730 | |||
July 31, 2013 [Member] | ||||
Maturity date | Jul. 31, 2013 | |||
Interest rate | 12.00% | |||
Conversion price | $ 0.06 | |||
Outstanding principal | $ 5,000 | 5,000 | ||
Nov 30, 2014 [Member] | ||||
Maturity date | Nov. 30, 2014 | |||
Interest rate | 12.00% | |||
Conversion price | ||||
Outstanding principal | 18,000 | |||
April 30, 2013 [Member] | ||||
Maturity date | Apr. 30, 2013 | |||
Interest rate | 12.00% | |||
Conversion price | ||||
Outstanding principal | $ 25,000 | 25,000 | ||
Jan 31, 2014 [Member] | ||||
Maturity date | Jan. 31, 2014 | |||
Interest rate | 12.00% | |||
Conversion price | $ 0.10 | |||
Outstanding principal | $ 30,000 | 30,000 | ||
Dec 24, 2015 [Member] | ||||
Maturity date | Dec. 24, 2015 | |||
Interest rate | 8.00% | |||
Conversion price | [2] | |||
Outstanding principal | $ 5,000 | 5,000 | ||
Sep 10, 2017 [Member] | ||||
Maturity date | Sep. 10, 2017 | |||
Interest rate | 8.00% | |||
Conversion price | [3] | |||
Outstanding principal | $ 27,608 | 27,361 | ||
Sep 10, 2017 [Member] | ||||
Maturity date | Sep. 10, 2017 | |||
Interest rate | 8.00% | |||
Conversion price | [4] | |||
Outstanding principal | $ 23,863 | 23,863 | ||
Sep 10, 2017 [Member] | ||||
Maturity date | Sep. 10, 2017 | |||
Interest rate | 8.00% | |||
Conversion price | [4] | |||
Outstanding principal | $ 5,205 | 12,355 | ||
Sep 10, 2017 [Member] | ||||
Maturity date | Sep. 10, 2017 | |||
Interest rate | 8.00% | |||
Conversion price | [3] | |||
Outstanding principal | $ 26,697 | 26,697 | ||
Sep 10, 2017 [Member] | ||||
Maturity date | Sep. 10, 2017 | |||
Interest rate | 8.00% | |||
Conversion price | [3] | |||
Outstanding principal | $ 38,677 | 38,677 | ||
Dec 4, 2017 [Member] | ||||
Maturity date | Dec. 4, 2017 | |||
Interest rate | 8.00% | |||
Conversion price | [5] | |||
Outstanding principal | $ 25,000 | 25,000 | ||
Feb 3, 2017 [Member] | ||||
Maturity date | Feb. 3, 2017 | |||
Interest rate | 8.00% | |||
Conversion price | [5] | |||
Outstanding principal | $ 25,000 | 25,000 | ||
Mar 3, 2017 [Member] | ||||
Maturity date | Jul. 8, 2015 | |||
Interest rate | 8.00% | |||
Conversion price | [6] | |||
Outstanding principal | $ 30,000 | 30,000 | ||
Mar 24, 2017 [Member] | ||||
Maturity date | Mar. 24, 2017 | |||
Interest rate | 8.00% | |||
Conversion price | [6] | |||
Outstanding principal | $ 25,000 | 25,000 | ||
Jan 2014 to Jan 2018 [Member] | ||||
Interest rate | 12.00% | |||
Outstanding principal | 454,650 | |||
Jan 2014 to Jan 2018 [Member] | Minimum [Member] | ||||
Maturity date | Jan. 31, 2014 | |||
Conversion price | $ 0.07 | |||
Jan 2014 to Jan 2018 [Member] | Maximum [Member] | ||||
Maturity date | Jan. 31, 2018 | |||
Conversion price | $ 0.10 | |||
April 24, 2020 [Member] | ||||
Maturity date | Apr. 24, 2020 | |||
Interest rate | 15.00% | |||
Conversion price | [1] | |||
Outstanding principal | $ 738,896 | |||
July 8, 2015 [Member] | ||||
Maturity date | Jul. 8, 2015 | |||
Interest rate | 8.00% | |||
Conversion price | [2] | |||
Outstanding principal | $ 5,500 | 5,500 | ||
May 5, 2015 [Member] | ||||
Maturity date | May 5, 2015 | |||
Interest rate | 8.00% | |||
Conversion price | [1] | |||
Outstanding principal | $ 4,500 | 4,500 | ||
May 14, 2015 [Member] | ||||
Maturity date | May 14, 2015 | |||
Interest rate | 8.00% | |||
Conversion price | [2] | |||
Outstanding principal | $ 23,297 | 23,297 | ||
May 19, 2015 [Member] | ||||
Maturity date | May 19, 2015 | |||
Interest rate | 8.00% | |||
Conversion price | [2] | |||
Outstanding principal | 7,703 | |||
June 12, 2015 [Member] | ||||
Maturity date | Jun. 12, 2015 | |||
Interest rate | 8.00% | |||
Conversion price | [2] | |||
Outstanding principal | 26,500 | |||
April 24, 2020 [Member] | ||||
Maturity date | Apr. 24, 2020 | |||
Interest rate | 15.00% | |||
Conversion price | [1] | |||
Outstanding principal | $ 34,203 | |||
July 19, 2016 [Member] | ||||
Maturity date | Jul. 19, 2016 | |||
Interest rate | 8.00% | |||
Conversion price | [2] | |||
Outstanding principal | $ 5,000 | 5,000 | ||
Mar 3, 2017 [Member] | ||||
Maturity date | Mar. 3, 2017 | |||
Interest rate | 8.00% | |||
Conversion price | [6] | |||
Outstanding principal | $ 30,000 | 21,500 | ||
Feb 3, 2017 [Member] | ||||
Maturity date | Feb. 3, 2017 | |||
Interest rate | 8.00% | |||
Conversion price | [5] | |||
Outstanding principal | $ 25,000 | 7,161 | ||
Dec 27, 2018 [Member] | ||||
Maturity date | Dec. 27, 2018 | |||
Interest rate | 15.00% | |||
Conversion price | [7] | |||
Outstanding principal | $ 64,250 | 51,750 | ||
Jan 5, 2019 [Member] | ||||
Maturity date | Jan. 5, 2019 | |||
Interest rate | 15.00% | |||
Conversion price | [7] | |||
Outstanding principal | $ 18,325 | 18,325 | ||
Mar 23, 2019 [Member] | ||||
Maturity date | Mar. 23, 2019 | |||
Interest rate | 15.00% | |||
Conversion price | [1] | |||
Outstanding principal | $ 10,000 | |||
June 20, 2019 [Member] | ||||
Maturity date | Jun. 20, 2019 | |||
Interest rate | 15.00% | |||
Conversion price | [1] | |||
Outstanding principal | $ 25,000 | |||
June 6, 2019 [Member] | ||||
Maturity date | Jun. 6, 2019 | |||
Interest rate | 12.00% | |||
Conversion price | [8] | |||
Outstanding principal | $ 82,500 | |||
February 20, 2019 [Member] | ||||
Maturity date | Feb. 20, 2019 | |||
Interest rate | 15.00% | |||
Conversion price | [9] | |||
Outstanding principal | $ 55,000 | |||
October 23, 2019 [Member] | ||||
Maturity date | Oct. 23, 2019 | |||
Interest rate | 8.00% | |||
Conversion price | [6] | |||
Outstanding principal | $ 47,250 | |||
[1] | 50% of the lowest trading price for the twenty trading days prior to conversion day. | |||
[2] | 52% of the lowest trading price for the fifteen trading days prior to conversion day. | |||
[3] | 50% of the lowest trading price for the fifteen trading days prior to conversion day. | |||
[4] | 50% of the lowest trading price for the twenty-five trading days prior to conversion day. | |||
[5] | 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.001. | |||
[6] | 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.005. | |||
[7] | 50% of the lowest trading price for the forty trading days prior to conversion day, but not higher than $0.000075. | |||
[8] | 52% of the lowest trading price for the twenty trading days prior to conversion day. Upon default, the conversion price change to 35% of the lowest trading price for the twenty trading days prior to conversion day. | |||
[9] | 60% of the lowest trading price for the twenty trading days prior to conversion day. Upon default, the outstanding balance shall increase to 150% of the outstanding balance and a penalty of $1,000 per day shall accrue until the default is remedied. |
Short-Term Debt (Details Textua
Short-Term Debt (Details Textual) - USD ($) | Feb. 02, 2018 | Oct. 22, 2018 | Apr. 25, 2018 | Oct. 31, 2018 | Oct. 31, 2017 |
Short-Term Debt (Textual) | |||||
Converted Debt | $ 521,847 | ||||
Convertible debt, description | The Company entered into replacement notes with 4 existing note holders. The new notes combined the principle amounts of each of their existing notes along with each note’s accrued interest, extended the maturity dates to April 24, 2020 with an interest rate per annum of 15%. The total principal and accrued interest replaced were $538,353 and $308,976, respectively. As the conversion option is bifurcated and accounted for at fair value both before and after the exchange, the debt instrument without the conversion option is evaluated under the guidance in ASC 470-50 modifications and extinguishments for nonconvertible debt using the 10% cash flow test. The bifurcated conversion option is accounted for at fair value both before and after the modification with any changes in the fair value of the conversion option reflected in earnings. Upon the replacement of the convertible notes, the Company recognized the fair value of the new embedded conversion feature of $1,917,387 as a derivative liability, resulting in a loss on change in fair value of the derivative liabilities of $1,841,053. | ||||
Issuance of convertible notes, description | The Company issued a convertible note with principal of $47,250 and net proceed of $45,000. The note bears interest at 8% per annum and matures in one year from the issuance date. The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion, but not higher than $0.005. See Note 9 – Subsequent Events for disclosure of convertible notes issued after October 31, 2018. | ||||
Debt interest expense | $ 75,599 | ||||
Amortization of debt discount | $ 153,902 | $ 44,270 | |||
Gain on debt extinguishment | $ 36,837 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - Level 3 Derivatives [Member] | 9 Months Ended |
Oct. 31, 2017USD ($) | |
Balance, January 31, 2018 | $ 760,788 |
Derivative Liabilities due to New Convertible Debt | 391,209 |
Due to Conversion of Convertible Debt | (23,114) |
Loss on Change in Fair Value of Derivative Liabilities | 4,033,673 |
Balance, October 31, 2018 | $ 5,162,556 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details Textual) - USD ($) | 9 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Derivative Liabilities (Textual) | ||
Derivative liabilities | $ (1,390,717) | $ 59,962 |
Gain loss fair value of derivative liabilities | $ (4,033,673) | $ 66,469 |
Risk free interest rate, description | The expected term, and the risk-free interest rate. In our calculation at October 31, 2018, volatility ranged from 199% to 343%, the term ranged from 0.16 to 1.48 year, and the risk free interest rate was from 2.49% to 2.55%. At January 31, 2018, volatility ranged from 242% to 288%, the term ranged from 0.66 to 2.94 years, and the average risk free interest rate was from 1.88% to 2.03%. |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - Warrants [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Oct. 31, 2018 | Jan. 31, 2018 | |
Number of outstanding | ||
Beginning balance | 37,500,000 | 37,500,000 |
Granted | ||
Ending balance | 37,500,000 | 37,500,000 |
Weighted Average Exercise Price | ||
Beginning balance | $ 0.01 | $ 0.01 |
Granted | ||
Ending balance | $ 0.01 | $ 0.01 |
Weighted Average Remaining Contractual Term (Years) | ||
Weighted average remaining contractual term (years) outstanding and exercisable | 2 years 18 days | 2 years 9 months 14 days |
Aggregate intrinsic outstanding and exercisable |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Textual) - USD ($) | Oct. 09, 2018 | Jun. 13, 2018 | Jun. 08, 2018 | Jun. 06, 2018 | Oct. 22, 2018 | Jul. 30, 2018 | Oct. 31, 2018 | Jan. 31, 2018 | Dec. 31, 2017 |
Stockholders' Deficit (Textual) | |||||||||
Preferred stock, shares authorized | 19,642,880 | 19,642,880 | |||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||
Preferred stock, shares issued | 0 | 0 | |||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||
Common stock, shares issued | 1,064,651,043 | 1,064,651,043 | |||||||
Common stock, shares outstanding | 840,478,527 | 840,478,527 | |||||||
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 | |||||||
Conversion of notes payable | $ 1,650 | $ 2,200 | $ 1,540 | $ 1,760 | |||||
Accrued Interest to common tock | $ 994 | $ 1,145 | $ 941 | $ 978 | |||||
Conversion of common stock | 52,885,151 | 66,897,096 | 49,622,751 | 54,767,518 | |||||
Conversion feature percentage, description | Conversion price at 50% of the lowest market price during. | Conversion feature at 50% of the market price per share. | conversion price at 50% of the lowest market price during. | Conversion feature at 50% of the market price per share. | |||||
Series A Preferred Stock [Member] | |||||||||
Stockholders' Deficit (Textual) | |||||||||
Preferred stock, shares issued | 330,000 | 330,000 | |||||||
Preferred stock, shares outstanding | 330,000 | 330,000 | 330,000 | ||||||
Preferred stock voting rights, description | The Company, after having obtained requisite shareholder approval, filed amendments to its Certificate of Designation with the Secretary of State of Nevada, decreased the designated Series A Preferred Stock to 330,000 shares from 500,000 shares and modified certain rights and preferences. Pursuant to the amendment, any issued and outstanding shares of Series A Convertible Preferred Stock shall automatically convert at $0.152 per share on December 31, 2018. | The Series B Preferred Stock has voting rights equal to 51% of the total voting rights at any time. | |||||||
Series B Preferred Stock [Member] | |||||||||
Stockholders' Deficit (Textual) | |||||||||
Preferred stock, shares issued | 1,000 | 1,000 | |||||||
Preferred stock, shares outstanding | 1,000 | 1,000 | 1,000 | ||||||
Preferred stock voting rights, description | The Company, after having obtained requisite shareholder approval, filed amendments to its Certificate of Designation with the Secretary of State of Nevada, increased the designated Series B Preferred Stock to 20,000 shares from 1,000 shares and modified certain rights and preferences. Pursuant to the amendment, the Series B Preferred Stock has voting rights equal to 66.7% of the total voting rights at any time. | ||||||||
Series C Preferred Stock [Member] | |||||||||
Stockholders' Deficit (Textual) | |||||||||
Preferred stock, shares issued | 0 | 0 | |||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Preferred stock voting rights, description | The Company, after having obtained requisite shareholder approval, filed amendments to its Certificate of Designation with the Secretary of State of Nevada, to modify certain rights and preferences of Series C Preferred Stock. Pursuant to the amendment, 7,250 shares were designated as Series C Convertible Preferred Stock. Any issued and outstanding shares of Series C Convertible Preferred Stock shall automatically convert at $2.63 per share on December 31, 2021. | The common stock by 2.63 on conversion date. | |||||||
Series D Preferred Stock [Member] | |||||||||
Stockholders' Deficit (Textual) | |||||||||
Preferred stock, shares authorized | 870 | ||||||||
Preferred stock, par value | $ 0.001 | ||||||||
Preferred stock voting rights, description | The shares of Series D do not have any dividend rights, voting rights or pre-emptive rights and are redeemable by either the Company or the holder at an amount of $1,000 per share. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 9 Months Ended | |
Oct. 31, 2018 | Jan. 31, 2018 | |
Related Party Transactions (Textual) | ||
Accrued expenses related party | $ 402,960 | $ 292,415 |
Related party, description | The Company maintained its executive offices of approximately 300 sq. ft., at 758 E. Bethel School Road, Coppell, Texas 75019 in the home of the President and CEO for which it pays no rent. The Company and the CEO moved the office to 6515 Goodman Rd., #258, Olive Branch, Mississippi 38654 in July 2018. The Company plans to lease office space when operations require it and funding permits. |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended |
Oct. 31, 2018 | |
Commitments and Contingencies (Textual) | |
Litigation description | There is pending litigation initiated by the Company around the validity of a $100,000 note which the Company signed based upon representations of funding from the maker which were never received. The Company initiated litigation to dispute the note and the 1,692 shares that have been issued. There was no consideration for the issuance of the shares and the shares have been accounted for as if they were returned and cancelled although they have not been returned. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Dec. 14, 2018 | Dec. 13, 2018 | Dec. 12, 2018 | Dec. 11, 2018 | Dec. 10, 2018 | Dec. 06, 2018 | Dec. 03, 2018 | Nov. 14, 2018 | Nov. 09, 2018 | Nov. 08, 2018 | Dec. 19, 2018 | Dec. 18, 2018 | Dec. 17, 2018 | Nov. 30, 2018 | Nov. 29, 2018 | Nov. 23, 2018 | Nov. 21, 2018 | Nov. 19, 2018 | Nov. 16, 2018 | Nov. 15, 2018 | Oct. 31, 2018 | Jan. 31, 2018 |
Subsequent Events (Textual) | ||||||||||||||||||||||
Convertible note amount | $ 521,847 | |||||||||||||||||||||
Common stock, shares issued | 1,064,651,043 | 1,064,651,043 | ||||||||||||||||||||
Forecast [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Conversion of stock issuance shares | 119,000,000 | 105,000,000 | 160,921,973 | |||||||||||||||||||
Conversion of stock amount | $ 5,933 | $ 5,191 | $ 4,950 | |||||||||||||||||||
Interest of convertible notes amount | $ 16 | $ 59 | $ 3,096 | |||||||||||||||||||
Conversion price percentage | 50.00% | 50.00% | 50.00% | |||||||||||||||||||
Subsequent Events [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Conversion of stock issuance shares | 100,000,000 | 79,400,000 | 103,411,616 | 86,000,000 | 81,000,000 | 33,146,301 | 85,234,849 | 73,000,000 | 99,960,729 | 64,700,000 | 35,444,872 | 59,000,000 | ||||||||||
Conversion of stock amount | $ 4,886 | $ 3,843 | $ 3,190 | $ 4,215 | $ 3,957 | $ 2,640 | $ 1,321 | $ 3,107 | $ 13,863 | |||||||||||||
Interest of convertible notes amount | $ 114 | $ 127 | $ 1,980 | $ 84 | $ 92 | $ 6,573 | $ 1,621 | $ 2,328 | $ 1,890 | $ 3,235 | $ 9,176 | $ 2,950 | ||||||||||
Conversion price percentage | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | 50.00% | ||||||||
Bears interest at per annum | 8.00% | 8.00% | ||||||||||||||||||||
Debt of principal amount | $ 130,000 | $ 78,750 | ||||||||||||||||||||
Net proceeds of amount | $ 125,000 | $ 75,000 | ||||||||||||||||||||
Debt issuance date | 1 year | 1 year | ||||||||||||||||||||
Prefered stock, Description | The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion, but not higher than $0.005. | The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion, but not higher than $0.005. | ||||||||||||||||||||
Shares outstanding, description | The Company will purchase all of the outstanding shares of 4Less, which are held respectively by Christopher Davenport and Sergio Salzano in exchange for 17,100 shares of Series B Preferred Stock, 6,075 shares of Series C Preferred Stock, 675 shares of Series D Preferred Stock to Mr. Davenport and 1,900 shares of Series B Preferred Stock, 677 shares of Series C Preferred Stock, and 75 shares of Series D Preferred Stock to Mr. Salzano. In addition, Timothy Armes, our current Chairman shall exchange 60,000,000 shares of common stock of the Company for 120 shares of the Company's Series D Preferred Stock. | |||||||||||||||||||||
Common stock, shares issued | 60,000,000 | |||||||||||||||||||||
Subsequent Events [Member] | Nurses Lounge Inc [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Disposition of Assets, Description | 1. The Company transferred 100% of the ownership of the Subsidiary to the Nurses Lounge Holdings, Inc. (the "Buyer") (owned by Timothy Armes, the Chief Executive Officer of the Company, various shareholders and debt holders of the Company) effective immediately; 2. The Buyer assumed all debt and other obligations associated with the Subsidiary at the time of ownership transfer. 3. The Buyer provided a written indemnification to the Company covering all liabilities associated with the past and future operations of the Subsidiary. 4.The subsidiary was sold by the Company for the consideration of the cancelation of 322,000 shares of series A Preferred Stock, 40 million shares of common stock and the forgiveness of $533,071 worth of existing current liabilities owed by the Company | |||||||||||||||||||||
Subsequent Events [Member] | Conversion [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Conversion of stock issuance shares | 55,000,000 | 77,000,000 | ||||||||||||||||||||
Conversion of stock amount | $ 10,000 | $ 3,717 | ||||||||||||||||||||
Interest of convertible notes amount | $ 2,750 | $ 132 | ||||||||||||||||||||
Conversion price percentage | 50.00% | 50.00% | ||||||||||||||||||||
Series B Preferred Stock [Member] | Subsequent Events [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Prefered stock, Description | There was a change of control as the holders of the Series B Preferred Stock have a voting control of 66.7% of the Company and Christopher Davenport and Sergio Salzano own 95% of the Series B Preferred Stock. | |||||||||||||||||||||
Series D Preferred Stock [Member] | Subsequent Events [Member] | ||||||||||||||||||||||
Subsequent Events (Textual) | ||||||||||||||||||||||
Common stock, shares issued | 120 |