Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Apr. 30, 2014 | Jun. 18, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Apr-14 | ' |
Document Fiscal Year Focus | '2015 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Entity Registrant Name | 'NEUTRA CORP. | ' |
Entity Central Index Key | '0001512886 | ' |
Current Fiscal Year End Date | '--01-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 22,137,461 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Apr. 30, 2014 | Jan. 31, 2014 |
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $114,101 | $46,551 |
Total current assets | 114,101 | 46,551 |
TOTAL ASSETS | 114,101 | 46,551 |
CURRENT LIABILITIES | ' | ' |
Accounts payable and accrued expenses | 224,547 | 244,635 |
Advances payable | ' | 99,637 |
Total current liabilities | 224,547 | 344,272 |
Convertible notes payable, net of discount of $968,641 and $704,046, respectively. | 255,956 | 177,886 |
Accrued interest payable | 48,999 | 29,149 |
TOTAL LIABILITIES | 529,502 | 551,307 |
COMMITMENTS AND CONTINGENCIES | ' | ' |
STOCKHOLDERS' DEFICIT | ' | ' |
Common Stock, $0.0001 par value; 100,000,000 shares authorized; 20,304,515 and 14,904,515 shares issued and outstanding at April 30, 2014 and January 31, 2014, respectively. | 2,030 | 1,490 |
Additional paid-in capital | 1,650,730 | 1,201,608 |
Accumulated deficit | -2,068,161 | -1,707,854 |
Total stockholders' deficit | -415,401 | -504,756 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $114,101 | $46,551 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Apr. 30, 2014 | Jan. 31, 2014 |
Debt Instrument [Line Items] | ' | ' |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 20,304,515 | 14,904,515 |
Common stock, shares outstanding | 20,304,515 | 14,904,515 |
Convertible note payable, net of current portion [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Discount on convertible note payable | $968,641 | $704,046 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Apr. 30, 2014 | Apr. 30, 2013 | |
OPERATING EXPENSES | ' | ' |
General and administrative expenses | $138,387 | $187,340 |
LOSS FROM OPERATIONS | -138,387 | -187,340 |
OTHER INCOME (EXPENSE) | ' | ' |
Loss on acquisition of Diamond Anvil | -70,000 | ' |
Interest expense | -151,920 | -31,592 |
NET LOSS | ($360,307) | ($218,932) |
NET LOSS PER COMMON SHARE - Basic and fully diluted | ($0.02) | ($0.04) |
COMMON SHARES OUTSTANDING - Basic and fully diluted | 17,637,099 | 6,070,197 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Deficit Accumulated during the Development Stage [Member] |
Balance at Jan. 31, 2013 | ($265,375) | $495 | $183,700 | ($449,570) |
Balance, shares at Jan. 31, 2013 | ' | 4,949,515 | ' | ' |
Shares issued for conversion of note payable | 99,550 | 995 | 98,555 | ' |
Shares issued for conversion of note payable, shares | ' | 9,955,000 | ' | ' |
Discount on convertible notes payable | 919,353 | ' | 919,353 | ' |
Net Loss | -1,258,284 | ' | ' | -1,258,284 |
Balance at Jan. 31, 2014 | -504,756 | 1,490 | 1,201,608 | -1,707,854 |
Balance, shares at Jan. 31, 2014 | 14,904,515 | 14,904,515 | ' | ' |
Shares issued for conversion of note payable | 54,000 | 540 | 53,460 | ' |
Shares issued for conversion of note payable, shares | 5,400,000 | 5,400,000 | ' | ' |
Discount on convertible notes payable | 395,662 | ' | 395,662 | ' |
Net Loss | -360,307 | ' | ' | -360,307 |
Balance at Apr. 30, 2014 | ($415,401) | $2,030 | $1,650,730 | ($2,068,161) |
Balance, shares at Apr. 30, 2014 | 20,304,515 | 20,304,515 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_STO1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) | 1 Months Ended |
Aug. 31, 2012 | |
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT [Abstract] | ' |
Reverse stock split description | 'one-for-twenty |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Apr. 30, 2014 | Apr. 30, 2013 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ' | ' |
Net Loss | ($360,307) | ($218,932) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Amortization of beneficial conversion feature on convertible note payable | 131,067 | 28,962 |
Loss on acquisition of Diamond Anvil | 70,000 | ' |
Changes in operating assets and liabilities: | ' | ' |
Accounts payable and accrued liabilities | -20,088 | 62,833 |
Accrued interest payable | 20,853 | ' |
NET CASH USED IN OPERATING ACTIVITIES | -158,475 | -127,137 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Cash paid for acquisition of Diamond Anvil | -70,000 | ' |
NET CASH USED IN INVESTING ACTIVITIES | -70,000 | ' |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Issuance of common stock | ' | ' |
Proceeds from advances | 296,025 | 258,980 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 296,025 | 258,980 |
NET INCREASE (DECREASE) IN CASH | 67,550 | 131,843 |
CASH, at the beginning of the period | 46,551 | 7,100 |
CASH, at the end of the period | 114,101 | 138,943 |
Supplemental Disclosures of Cash Flow Information: | ' | ' |
Cash paid during the period for interest | ' | ' |
Cash paid during the period for taxes | ' | ' |
Noncash investing and financing transaction: | ' | ' |
Refinance of advances into convertible notes payable | 395,662 | 22,200 |
Beneficial conversion on convertible note payable | 395,662 | 22,200 |
Conversion of convertible notes payable. | $54,000 | $104,650 |
General_Organization_and_Busin
General Organization and Business | 3 Months Ended |
Apr. 30, 2014 | |
General Organization and Business [Abstract] | ' |
General Organization and Business | ' |
Note 1. General Organization and Business | |
Neutra Corp. is a development stage company incorporated in Florida on January 11, 2011 to market and participate in the Nutraceutical space by bringing products derived from all natural and organic origins. Along with participating in the actual nutraceutical products, we plan to research and bring new technology to the Nutraceutical space. Nutraceutical natural medicine is an alternative system that focuses on natural remedies and the body's vital ability to heal and maintain itself. One of the nutraceutical sub-markets is the new thriving medical cannabis market, in which we will be doing our due diligence and participating. We intend to entrust the manufacturing to a nutraceutical contractor to private label all of our products and to sell them under our unique brand. In accordance with ASC 915, we are considered to be in the development stage. We have established a fiscal year end of January 31. | |
We have narrowed our product focus to research and development in the following areas: weight-loss, detox, men's health, acid-alkali pH balance, anti-aging, sleep disorders, autism, pain management with the use of the new thriving medical cannabis products, and air space sanitation derived by nutraceutical technology. We are continuously testing different ingredients and suppliers for purity and quality of transportation and storage of ingredients to preserve their potency. This will ensure that we are always at the top of the technology and purity of our products. In addition, we have contracted with a company that has the ability to infuse our formulations with a bio-energy infusion that enhances the efficacy of the ingredients on a sub-molecular level. For the time being, we are in negotiations with veterans in the medical cannabis space in California for further involvement. We see many barriers to enter this market, which are technology of delivery, which include oral - baked, oral - capsule, topical, injections or microinjections, and inhalation. | |
The Company will be a way of providing start up and operating expenses such as to facilitate the completion of the undertaking of the business. | |
We have not generated any revenues to date and our activities have been limited to developing our business plan, developing and launching our website, research and development of products and trial testing of our initial formulations. We will not have the necessary capital to fully develop or execute our business plan until we are able to secure additional financing. There can be no assurance that such financing will be available on suitable terms. We need to raise an additional $400,000 to implement our business plan over the next twelve months. Our current cash on hand is insufficient to commercialize our products or fully develop our business strategy. If we are unable to raise adequate additional funds or if those funds are not available on terms that are acceptable to us, we will not be able to execute our business plan and we may cease operations. | |
On February 11, 2014, the Company acquired Diamond Anvil Designs, a developer of smoke-free nutraceutical delivery systems. Diamond Anvil Designs is a startup vapor pen company that is designing an all-purpose vapor pen. Currently most vapor pens are manufactured only to be used for tobacco, so we feel this an underdeveloped area of the market. Diamond Anvil had no assets, liabilities or operations as of the date of acquisition. | |
We have no revenues, have incurred losses since inception, have been issued a going concern opinion from our auditors, and rely upon the sale of our securities and borrowing to fund operations. | |
Restatement | |
On February 11, 2014, the Company purchased the outstanding stock of Diamond Anvil Designs ("Diamond Anvil") for a total purchase price of $150,000. The terms of the acquisition required a down payment of $25,000 and monthly installments of $10,000 until the full purchase price is paid. We had paid $70,000 of the purchase price as of April 30, 2014. | |
The acquisition of CMI was accounted for as a purchase of a business. Diamond Anvil has no assets, liabilities or operations on the date of acquisition. In the Original Filing, we had expensed all amounts paid for the acquisition to general and administrative expense. These amounts should not have been reflected as operating expenses. Instead, they should have been included in other expense on the statement of operations. | |
As a result, we have decreased general and administrative expense for the three months ended April 30, 2014 by $70,000 and increased other expense for the same period by $70,000. This restatement also decreased net cash used by operating activities for the three months ended April 30, 2014 by $70,000 and increased net cash used by investing activities for the same period by $70,000. |
Going_Concern
Going Concern | 3 Months Ended |
Apr. 30, 2014 | |
Going Concern [Abstract] | ' |
Going Concern | ' |
Note 2. Going Concern | |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of April 30, 2014, the Company has generated net losses since inception of $2,068,161. For the three months ended April 30, 2014, the Company had a net loss of $360,307 and negative cash flow from operating activities of $158,475. As of April 30, 2014, the Company had negative working capital of $110,446. Management does not anticipate having positive cash flow from operations in the near future. | |
These factors raise a substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. | |
The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business. | |
Management has plans to address the Company's financial situation as follows: | |
In the near term, management plans to continue to focus on raising the funds necessary to implement the Company's business plan fully. Management will continue to seek out debt financing to obtain the capital required to meet the Company's financial obligations. There is no assurance, however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Company's ability to continue as a going concern. | |
In the long term, management believes that the Company's projects and initiatives will be successful and will provide cash flow to the Company, which will be used to finance the Company's future growth. However, there can be no assurances that the Company's planned activities will be successful, or that the Company will ultimately attain profitability. The Company's long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||
Apr. 30, 2014 | |||
Summary of Significant Accounting Policies [Abstract] | ' | ||
Summary of Significant Accounting Policies | ' | ||
Note 3. Summary of Significant Accounting Policies | |||
Interim Financial Statements | |||
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting ("GAAP") principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the Consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These Consolidated financial statements should be read in conjunction with the Consolidated financial statements for the fiscal year ended January 31, 2014 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the "SEC"). | |||
The results of operations for the three month period ended April 30, 2014 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2015. | |||
Development Stage Company | |||
The Company is a development stage enterprise reporting under the provisions of Accounting Standards Codification ("ASC") 915 "Development Stage Entities". | |||
Use of Estimates | |||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||
Cash and Cash Equivalents | |||
For the purpose of the financial statements, cash equivalents include all highly liquid investments with maturity of three months or less. Cash and cash equivalents were $114,101 and $46,551 at April 30, 2014 and January 31, 2014, respectively. | |||
Income Taxes | |||
The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of April 30, 2014 or January 31, 2014. | |||
Earnings (Loss) per Common Share | |||
The Company computes basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share. The basic earnings (loss) per common share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per common share are calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no dilutive shares outstanding for any periods reported. | |||
Financial Instruments | |||
The Company's balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period between the origination of these instruments and their expected realization. | |||
FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | |||
Level 1 - | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | ||
Level 2 - | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||
Level 3 - | Inputs that are both significant to the fair value measurement and unobservable. | ||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of April 30, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, and accrued expenses. The fair value of the Company's notes payable is estimated based on current rates that would be available for debt of similar terms that is not significantly different from its stated value. | |||
Recently Issued Accounting Pronouncements | |||
On June 10, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. The presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. We adopted ASU No. 2014-10 effective as February 1, 2014. As a result we have revised our consolidated statements of operations and cash flows to exclude reporting for the period from date of inception through April 30, 2014. |
Advances
Advances | 3 Months Ended |
Apr. 30, 2014 | |
Advances [Abstract] | ' |
Advances | ' |
Note 4. Advances | |
During the three months ended April 30, 2014, the Company received net, non-interest bearing advances from certain third parties totaling $296,025. The total amount due under these advances as of April 30, 2014 and January 31, 2014 was $0 and $99,637, respectively. These advances are not collateralized, non-interest bearing and are due on demand. |
Convertible_Notes_Payable
Convertible Notes Payable | 3 Months Ended | |||||||||||
Apr. 30, 2014 | ||||||||||||
Convertible Notes Payable [Abstract] | ' | |||||||||||
Convertible Notes Payable | ' | |||||||||||
Note 5. Convertible Notes Payable | ||||||||||||
During three months ended April 30, 2014, the holders of the Convertible Note Payable dated February 28, 2013 to elect and convert principal and accrued interest in the amounts show below into share of common stock at a rate of $0.01 per share. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion. | ||||||||||||
Date | Amount | Number of | Unamortized | |||||||||
Converted | Shares Issued | Discount | ||||||||||
7-Feb-14 | $ | 6,000 | 600,000 | $ | 3,061 | |||||||
11-Feb-14 | 7,000 | 700,000 | 3,533 | |||||||||
3-Mar-14 | 9,000 | 900,000 | 4,069 | |||||||||
18-Mar-14 | 8,000 | 800,000 | 3,796 | |||||||||
25-Mar-14 | 8,000 | 800,000 | 3,380 | |||||||||
15-Apr-14 | 8,000 | 800,000 | 3,208 | |||||||||
30-Apr-14 | 8,000 | 800,000 | 2,341 | |||||||||
Total | $ | 54,000 | 5,400,000 | $ | 23,388 | |||||||
During the three months ended April 30, 2014, the Company signed Convertible Promissory Notes that refinance non-interest bearing advances into convertible notes payable. The Convertible Promissory Note bears interest at 10% per annum and are payable along with accrued interest on the maturity date. The Convertible Promissory Note and unpaid accrued interest are convertible into common stock the option of the holder. | ||||||||||||
Date Issued | Maturity Date | Interest | Conversion | Amount | ||||||||
Rate | Rate Per Share | of Note | ||||||||||
30-Apr-14 | 30-Apr-16 | 10 | % | $ | 0.05 | $ | 395,662 | |||||
The Company evaluated the terms of the new note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and determined that the underlying common stock is indexed to the Company's common stock. The Company determined that the conversion features did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note and was deemed less than the market value of underlying common stock at the inception of the note. Therefore, the Company recognized beneficial conversion features in the amounts of $395,662 on April 30, 2014. The beneficial conversion features were recorded as an increase in additional paid-in capital and a discount to the Convertible Notes Payable. Discounts to the Convertible Notes Payable are amortized to interest expense over the life of the note. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | |||||||||||
Apr. 30, 2014 | ||||||||||||
Stockholders' Equity [Abstract] | ' | |||||||||||
Stockholders' Equity | ' | |||||||||||
Note 6. Stockholders' Equity | ||||||||||||
Conversion of shares | ||||||||||||
During three months ended April 30, 2014, the holders of our convertible notes elected to convert principal and interest into shares of common stock as detailed below: | ||||||||||||
Date | Amount | Number of | ||||||||||
Converted | Shares Issued | |||||||||||
7-Feb-14 | $ | 6,000 | 600,000 | |||||||||
11-Feb-14 | 7,000 | 700,000 | ||||||||||
3-Mar-14 | 9,000 | 900,000 | ||||||||||
18-Mar-14 | 8,000 | 800,000 | ||||||||||
25-Mar-14 | 8,000 | 800,000 | ||||||||||
15-Apr-14 | 8,000 | 800,000 | ||||||||||
30-Apr-14 | 8,000 | 800,000 | ||||||||||
Total | $ | 54,000 | 5,400,000 | |||||||||
Discount on Beneficial Conversion Feature of Convertible Notes Payable | ||||||||||||
During the three months ended April 30, 2014, the Company signed Convertible Promissory Notes that refinance non-interest bearing advances into convertible notes payable. The Convertible Promissory Note bears interest at 10% per annum and are payable along with accrued interest on the maturity date. The Convertible Promissory Note and unpaid accrued interest are convertible into common stock the option of the holder. | ||||||||||||
Date Issued | Maturity Date | Interest | Conversion | Amount | ||||||||
Rate | Rate Per Share | of Note | ||||||||||
30-Apr-14 | 30-Apr-16 | 10 | % | $ | 0.05 | $ | 395,662 | |||||
The Company recognized a beneficial conversion features in the amount of $395,662 on April 30, 2014. The beneficial conversion features were recorded as an increase in additional paid-in capital and a discount to the Convertible Notes Payable. |
Acquisition_of_Diamond_Anvil
Acquisition of Diamond Anvil | 3 Months Ended |
Apr. 30, 2014 | |
Acquisition of Diamond Anvil [Abstract] | ' |
Acquisition of Diamond Anvil | ' |
Note 7. Acquisition of Diamond Anvil | |
On February 11, 2014, the Company purchased the outstanding stock of Diamond Anvil Designs ("Diamond Anvil") for a total purchase price of $150,000. The terms of the acquisition required a down payment of $25,000 and monthly installments of $10,000 until the full purchase price is paid. We had paid $70,000 of the purchase price as of April 30, 2014. We have paid $90,000 as of June 23, 2014. | |
The acquisition of CMI was accounted for as a purchase of a business. Diamond Anvil has no assets, liabilities or operations on the date of acquisition. All amounts paid for the acquisition have been expensed as a loss on acquisition of Diamond Anvil in the statements of operations for the three months ended April 30, 2014. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Apr. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 8. Subsequent Events | |
On May 7, 2014, the holders of the Convertible Note Payable dated February 28, 2013, elected to convert principal and accrued interest in the amount of $8,000 into 800,000 shares of common stock at a rate of $0.01 per share. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement. | |
On May 14, 2014, the holders of the Convertible Note Payable dated February 28, 2013, elected to convert principal and accrued interest in the amount of $6,329 into 632,946 shares of common stock at a rate of $0.01 per share. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement. | |
On May 21, 2014, the holders of the Convertible Note Payable dated July 31, 2013, elected to convert principal and accrued interest in the amount of $20,000 into 400,000 shares of common stock at a rate of $0.05 per share. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||
Apr. 30, 2014 | |||
Summary of Significant Accounting Policies [Abstract] | ' | ||
Interim Financial Statements | ' | ||
Interim Financial Statements | |||
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting ("GAAP") principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the Consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These Consolidated financial statements should be read in conjunction with the Consolidated financial statements for the fiscal year ended January 31, 2014 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the "SEC"). | |||
The results of operations for the three month period ended April 30, 2014 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2015. | |||
Development Stage Company | ' | ||
Development Stage Company | |||
The Company is a development stage enterprise reporting under the provisions of Accounting Standards Codification ("ASC") 915 "Development Stage Entities". | |||
Use of Estimates | ' | ||
Use of Estimates | |||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||
Cash and Cash Equivalents | ' | ||
Cash and Cash Equivalents | |||
For the purpose of the financial statements, cash equivalents include all highly liquid investments with maturity of three months or less. Cash and cash equivalents were $114,101 and $46,551 at April 30, 2014 and January 31, 2014, respectively. | |||
Income Taxes | ' | ||
Income Taxes | |||
The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of April 30, 2014 or January 31, 2014. | |||
Earnings (Loss) per Common Share | ' | ||
Earnings (Loss) per Common Share | |||
The Company computes basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share. The basic earnings (loss) per common share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per common share are calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no dilutive shares outstanding for any periods reported. | |||
Financial Instruments | ' | ||
Financial Instruments | |||
The Company's balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period between the origination of these instruments and their expected realization. | |||
FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | |||
Level 1 - | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | ||
Level 2 - | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||
Level 3 - | Inputs that are both significant to the fair value measurement and unobservable. | ||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of April 30, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, and accrued expenses. The fair value of the Company's notes payable is estimated based on current rates that would be available for debt of similar terms that is not significantly different from its stated value. | |||
Recently Issued Accounting Pronouncements | ' | ||
Recently Issued Accounting Pronouncements | |||
On June 10, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. The presentation and disclosure requirements in Topic 915 will no longer be required for the first annual period beginning after December 15, 2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. We adopted ASU No. 2014-10 effective as February 1, 2014. As a result we have revised our consolidated statements of operations and cash flows to exclude reporting for the period from date of inception through April 30, 2014. |
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 3 Months Ended | |||||||||||
Apr. 30, 2014 | ||||||||||||
Convertible Notes Payable [Abstract] | ' | |||||||||||
Schedule of Conversion of Convertible Note Payable | ' | |||||||||||
Date | Amount | Number of | Unamortized | |||||||||
Converted | Shares Issued | Discount | ||||||||||
7-Feb-14 | $ | 6,000 | 600,000 | $ | 3,061 | |||||||
11-Feb-14 | 7,000 | 700,000 | 3,533 | |||||||||
3-Mar-14 | 9,000 | 900,000 | 4,069 | |||||||||
18-Mar-14 | 8,000 | 800,000 | 3,796 | |||||||||
25-Mar-14 | 8,000 | 800,000 | 3,380 | |||||||||
15-Apr-14 | 8,000 | 800,000 | 3,208 | |||||||||
30-Apr-14 | 8,000 | 800,000 | 2,341 | |||||||||
Total | $ | 54,000 | 5,400,000 | $ | 23,388 | |||||||
Schedule of Convertible Promissory Note | ' | |||||||||||
Date Issued | Maturity Date | Interest | Conversion | Amount | ||||||||
Rate | Rate Per Share | of Note | ||||||||||
30-Apr-14 | 30-Apr-16 | 10 | % | $ | 0.05 | $ | 395,662 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | |||||||||||
Apr. 30, 2014 | ||||||||||||
Stockholders' Equity [Abstract] | ' | |||||||||||
Schedule of Stock Issued for Conversion of Notes Payable | ' | |||||||||||
During three months ended April 30, 2014, the holders of our convertible notes elected to convert principal and interest into shares of common stock as detailed below: | ||||||||||||
Date | Amount | Number of | ||||||||||
Converted | Shares Issued | |||||||||||
7-Feb-14 | $ | 6,000 | 600,000 | |||||||||
11-Feb-14 | 7,000 | 700,000 | ||||||||||
3-Mar-14 | 9,000 | 900,000 | ||||||||||
18-Mar-14 | 8,000 | 800,000 | ||||||||||
25-Mar-14 | 8,000 | 800,000 | ||||||||||
15-Apr-14 | 8,000 | 800,000 | ||||||||||
30-Apr-14 | 8,000 | 800,000 | ||||||||||
Total | $ | 54,000 | 5,400,000 | |||||||||
Schedule of Convertible Promissory Note | ' | |||||||||||
Date Issued | Maturity Date | Interest | Conversion | Amount | ||||||||
Rate | Rate Per Share | of Note | ||||||||||
30-Apr-14 | 30-Apr-16 | 10 | % | $ | 0.05 | $ | 395,662 |
General_Organization_and_Busin1
General Organization and Business (Details) (USD $) | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2014 | Apr. 30, 2014 | Apr. 30, 2013 | |
General Organization and Business [Abstract] | ' | ' | ' |
Additional funding required to implement business plan | ' | $400,000 | ' |
Purchase price | 150,000 | ' | ' |
Down payment | 25,000 | ' | ' |
Monthly installments | 10,000 | ' | ' |
Cash paid for acquisition of Diamond Anvil | ' | 70,000 | ' |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ' | ' | ' |
General and administrative expense | ' | -138,387 | -187,340 |
Net cash used by operating activities | ' | -158,475 | -127,137 |
Net cash used by investing activities | ' | 70,000 | ' |
Restatement Adjustment [Member] | ' | ' | ' |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ' | ' | ' |
General and administrative expense | ' | 70,000 | ' |
Other expense | ' | 70,000 | ' |
Net cash used by operating activities | ' | 70,000 | ' |
Net cash used by investing activities | ' | $70,000 | ' |
Going_Concern_Details
Going Concern (Details) (USD $) | 3 Months Ended | 12 Months Ended | 40 Months Ended | |
Apr. 30, 2014 | Apr. 30, 2013 | Jan. 31, 2014 | Apr. 30, 2014 | |
Going Concern [Abstract] | ' | ' | ' | ' |
Net loss | $360,307 | $218,932 | $1,258,284 | $2,068,161 |
Negative cash flow from operations | 158,475 | 127,137 | ' | ' |
Negative working capital | $110,446 | ' | ' | $110,446 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | |||
Apr. 30, 2014 | Jan. 31, 2014 | Apr. 30, 2013 | Jan. 31, 2013 | |
Summary of Significant Accounting Policies [Abstract] | ' | ' | ' | ' |
Cash and cash equivalents | $114,101 | $46,551 | $138,943 | $7,100 |
Deferred tax assets | ' | ' | ' | ' |
Deferred tax liabilities | ' | ' | ' | ' |
Dilutive shares | ' | ' | ' | ' |
Advances_Details
Advances (Details) (USD $) | 3 Months Ended | ||
Apr. 30, 2014 | Apr. 30, 2013 | Jan. 31, 2014 | |
Advances [Abstract] | ' | ' | ' |
Proceeds from advances | $296,025 | $258,980 | ' |
Advances payable | ' | ' | $99,637 |
Convertible_Notes_Payable_Sche
Convertible Notes Payable (Schedule of Conversion of Convertible Note Payable) (Details) (USD $) | 3 Months Ended |
Apr. 30, 2014 | |
February 7, 2014 [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 7-Feb-14 |
February 11, 2014 [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 11-Feb-14 |
March 3, 2014 [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 3-Mar-14 |
March 18, 2014 [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 18-Mar-14 |
March 25, 2014 [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 25-Mar-14 |
April 15, 2014 [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 15-Apr-14 |
April 30, 2014 [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 30-Apr-14 |
Convertible Promissory Note dated February 28, 2013 [Member] | ' |
Debt Conversion [Line Items] | ' |
Amount Converted | 54,000 |
Number of Shares Issued | 5,400,000 |
Unamortized Discount | 23,388 |
Convertible Promissory Note dated February 28, 2013 [Member] | February 7, 2014 [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 7-Feb-14 |
Amount Converted | 6,000 |
Number of Shares Issued | 600,000 |
Unamortized Discount | 3,061 |
Convertible Promissory Note dated February 28, 2013 [Member] | February 11, 2014 [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 11-Feb-14 |
Amount Converted | 7,000 |
Number of Shares Issued | 700,000 |
Unamortized Discount | 3,533 |
Convertible Promissory Note dated February 28, 2013 [Member] | March 3, 2014 [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 3-Mar-14 |
Amount Converted | 9,000 |
Number of Shares Issued | 900,000 |
Unamortized Discount | 4,069 |
Convertible Promissory Note dated February 28, 2013 [Member] | March 18, 2014 [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 18-Mar-14 |
Amount Converted | 8,000 |
Number of Shares Issued | 800,000 |
Unamortized Discount | 3,796 |
Convertible Promissory Note dated February 28, 2013 [Member] | March 25, 2014 [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 25-Mar-14 |
Amount Converted | 8,000 |
Number of Shares Issued | 800,000 |
Unamortized Discount | 3,380 |
Convertible Promissory Note dated February 28, 2013 [Member] | April 15, 2014 [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 15-Apr-14 |
Amount Converted | 8,000 |
Number of Shares Issued | 800,000 |
Unamortized Discount | 3,208 |
Convertible Promissory Note dated February 28, 2013 [Member] | April 30, 2014 [Member] | ' |
Debt Conversion [Line Items] | ' |
Date | 30-Apr-14 |
Amount Converted | 8,000 |
Number of Shares Issued | 800,000 |
Unamortized Discount | 2,341 |
Convertible_Notes_Payable_Narr
Convertible Notes Payable (Narrative and Schedule of Convertible Promissory Note) (Details) (USD $) | 3 Months Ended |
Apr. 30, 2014 | |
Debt Instrument [Line Items] | ' |
Date Issued | 30-Apr-14 |
Maturity Date | 30-Apr-16 |
Interest Rate | 10.00% |
Conversion Rate Per Share | $0.05 |
Amount of Note | $395,662 |
Beneficial conversion feature recognized on debt instrument | $395,662 |
Convertible Promissory Note dated February 28, 2013 [Member] | ' |
Debt Instrument [Line Items] | ' |
Conversion Rate Per Share | $0.01 |
Stockholders_Equity_Schedule_o
Stockholders' Equity (Schedule of Stock Issued for Conversion of Notes Payable) (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Apr. 30, 2014 | Jan. 31, 2014 | |
Debt Conversion [Line Items] | ' | ' |
Amount Converted | $54,000 | $99,550 |
Number of Shares Issued | 5,400,000 | ' |
February 7, 2014 [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Date | 7-Feb-14 | ' |
Amount Converted | 6,000 | ' |
Number of Shares Issued | 600,000 | ' |
February 11, 2014 [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Date | 11-Feb-14 | ' |
Amount Converted | 7,000 | ' |
Number of Shares Issued | 700,000 | ' |
March 3, 2014 [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Date | 3-Mar-14 | ' |
Amount Converted | 9,000 | ' |
Number of Shares Issued | 900,000 | ' |
March 18, 2014 [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Date | 18-Mar-14 | ' |
Amount Converted | 8,000 | ' |
Number of Shares Issued | 800,000 | ' |
March 25, 2014 [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Date | 25-Mar-14 | ' |
Amount Converted | 8,000 | ' |
Number of Shares Issued | 800,000 | ' |
April 15, 2014 [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Date | 15-Apr-14 | ' |
Amount Converted | 8,000 | ' |
Number of Shares Issued | 800,000 | ' |
April 30, 2014 [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Date | 30-Apr-14 | ' |
Amount Converted | $8,000 | ' |
Number of Shares Issued | 800,000 | ' |
Stockholders_Equity_Schedule_o1
Stockholders' Equity (Schedule of Convertible Promissory Note) (Details) (USD $) | 3 Months Ended |
Apr. 30, 2014 | |
Stockholders' Equity [Abstract] | ' |
Date Issued | 30-Apr-14 |
Maturity Date | 30-Apr-16 |
Interest Rate | 10.00% |
Conversion Rate Per Share | $0.05 |
Amount of Note | $395,662 |
Beneficial conversion feature recognized on debt instrument | $395,662 |
Acquisition_of_Diamond_Anvil_D
Acquisition of Diamond Anvil (Details) (USD $) | 1 Months Ended | 3 Months Ended | 5 Months Ended | |
Feb. 28, 2014 | Apr. 30, 2014 | Apr. 30, 2013 | Jun. 23, 2014 | |
Subsequent Event [Member] | ||||
Acquisition of Diamond Anvil [Abstract] | ' | ' | ' | ' |
Purchase price | $150,000 | ' | ' | ' |
Down payment | 25,000 | ' | ' | ' |
Monthly installments | 10,000 | ' | ' | ' |
Subsequent Event [Line Items] | ' | ' | ' | ' |
Cash paid for acquisition of Diamond Anvil | ' | $70,000 | ' | $90,000 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | |||
Apr. 30, 2014 | Jan. 31, 2014 | Apr. 30, 2014 | 31-May-14 | 31-May-14 | 31-May-14 | |
Convertible Promissory Note dated February 28, 2013 [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Convertible Promissory Note dated February 28, 2013 [Member] | Convertible Promissory Note dated February 28, 2013 [Member] | Convertible Promissory Note dated July 31, 2013 [Member] | ||||
May 7, 2014 [Member] | May 14, 2014 [Member] | May 21, 2014 [Member] | ||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' |
Shares issued for conversion of note payable | $54,000 | $99,550 | ' | $8,000 | $6,329 | $20,000 |
Shares issued for conversion of note payable, shares | 5,400,000 | ' | ' | 800,000 | 632,946 | 400,000 |
Conversion Rate Per Share | $0.05 | ' | $0.01 | $0.01 | $0.01 | $0.05 |