NOTE 6 - CONVERTIBLE DEBT | 9 Months Ended |
Oct. 31, 2013 |
Debt Instrument, Convertible, Terms of Conversion Feature [Abstract] | ' |
Debt Instrument, Convertible, Terms of Conversion Feature | ' |
NOTE 6 – CONVERTIBLE DEBT |
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On July 12, 2012, the Company entered into a Convertible Promissory Note agreement for $37,500. The Note bears interest at 8% per annum, and the principal amount and any interest thereon are due on April 16, 2013. Any principal or interest not paid when due, shall bear interest at 22% per annum. Pursuant to the agreement, the Note is convertible 180 days after issuance into shares of common stock at a variable conversion price equal to 55% of the average of the lowest three closing bid prices for the common stock during the 10 trading days prior to the date of the conversion notice. |
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The Company has determined that the conversion feature in this note is not indexed to the Company’s stock, and is considered to be a derivative that requires bifurcation. The Company initially valued this derivative liability at $48,553 (with subsequent remeasurements as identified below) using the Black-Scholes model and the following assumptions: Risk-free interest rates ranging from 0.01% to 0.19%; Dividend rate of 0%; and, historical volatility rates ranging from 203% to 467%. Accordingly, the Company has recorded a discount on the convertible note of $37,500, a derivative liability of $48,553, and interest expense of $11,053. The discount on the convertible note is accreted over the term of the convertible note. |
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On December 24, 2012, the Company failed to comply with the reporting requirement of the Exchange Act. Pursuant to the agreement, the Note became immediately due and payable and the Company shall pay an amount equal to 150% times the sum of (a) the then outstanding principal amount plus (b) accrued and unpaid interest on the unpaid principal amount plus (c) default interest. As a result, the new principal amount was increased from $37,500 to $56,250 and the Company recorded a penalty of $18,750 as interest expense in the statement of operations. During the year ended January 31, 2013, the Company recorded accretion of $37,500. |
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On January 22, 2013, the Company issued 10,000,000 shares of common stock upon the conversion of the principal amount of $7,500. The derivative liability at January 22, 2013 was $123,974 and $16,530 was reclassified to additional paid-in capital upon conversion of the principal amount of $7,500. The fair value of the derivative liability at January 22, 2013 was determined using the Black-Scholes model. |
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On February 25, 2013, the Company issued 10,000,000 shares of common stock upon the conversion of principal amount of $6,800. The derivative liability at February 25, 2013 was $69,233 and $9,657 was reclassified to additional paid-in-capital upon conversion of the principal amount of $6,800. The fair value of the derivative liability at February 25, 2013 was determined using the Black-Scholes model. |
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On March 8, 2013, the Company issued 8,000,000 shares of common stock upon the conversion of principal amount of $5,600. The derivative liability at March 8, 2013 was $76,838 and $10,257 was reclassified to additional paid-in-capital upon conversion of the principal amount of $5,600. The fair value of the derivative liability at March 8, 2013 was determined using the Black-Scholes model. |
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On March 19, 2013, the Company issued 10,000,000 shares of common stock upon the conversion of principal amount of $7,000. The derivative liability at March 19, 2013 was $46,189 and $8,895 was reclassified to additional paid-in-capital upon conversion of the principal amount of $7,000. The fair value of the derivative liability at March 19, 2013 was determined using the Black-Scholes model. |
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On March 27, 2013, the Company issued 10,000,000 shares of common stock upon the conversion of principal amount of $5,300. The derivative liability at March 27, 2013 was $58,498 and $10,563 was reclassified to additional paid-in-capital upon conversion of the principal amount of $5,300. The fair value of the derivative liability at March 27, 2013 was determined using the Black-Scholes model. |
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On August 27, 2013, the Company issued 12,272,727 shares of common stock upon the conversion of principal amount of $5,400. The derivative liability at August 27, 2013 was $46,043 and $10,338 was reclassified to additional paid-in-capital upon conversion of the principal amount of $5,400. The fair value of the derivative liability at August 27, 2013 was determined using the Black-Scholes model. |
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On September 10, 2013, the Company issued 12,432,432 shares of common stock upon the conversion of principal amount of $4,600. The derivative liability at September 10, 2013 was $18,815 and $4,641 was reclassified to additional paid-in-capital upon conversion of the principal amount of $4,600. The fair value of the derivative liability at September 10, 2013 was determined using the Black-Scholes model. |
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On October 4, 2013, the Company issued 13,571,429 shares of common stock upon the conversion of principal amount of $3,800. The derivative liability at October 4, 2013 was $21,426 and $5,795 was reclassified to additional paid-in-capital upon conversion of the principal amount of $3,800. The fair value of the derivative liability at October 4, 2013 was determined using the Black-Scholes model. |
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On October 22, 2013, the Company issued 13,636,364 shares of common stock upon the conversion of principal amount of $3,000. The derivative liability at October 22, 2013 was $16,892 and $4,944 was reclassified to additional paid-in-capital upon conversion of the principal amount of $3,000. The fair value of the derivative liability at October 22, 2013 was determined using the Black-Scholes model. |
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On October 25, 2013, the Company issued 13,636,364 shares of common stock upon the conversion of principal amount of $3,000. The derivative liability at October 25, 2013 was $9,163 and $3,791 was reclassified to additional paid-in-capital upon conversion of the principal amount of $3,000. The fair value of the derivative liability at October 35, 2013 was determined using the Black-Scholes model. |
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On October 31, 2013, the Company issued 13,500,000 shares of common stock upon the conversion of principal amount of $2,700. The derivative liability at October 31, 2013 was $9,082 and $5,770 was reclassified to additional paid-in-capital upon conversion of the principal amount of $2,700. The fair value of the derivative liability at October 31, 2013 was determined using the Black-Scholes model. |
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At October 31, 2013, the principal balance and accrued interest owing was $1,550 and $7,395, respectively. On October 31, 2013, the fair value of the derivative liability related to the principal balance and the accrued interest balance was revalued at $3,312 and $15,804, respectively, using the Black-Scholes model. Accordingly, during the nine months ended October 31, 2013, a gain of $8,555 and additional paid-in capital of $15,804 was recognized on the change in fair value of the derivative liability. |