Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2015 | Dec. 15, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | NEUTRA CORP. | |
Entity Central Index Key | 1,512,886 | |
Document Type | 10-Q | |
Trading Symbol | NTRR | |
Document Period End Date | Oct. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 1,429,172 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Oct. 31, 2015 | Jan. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 620 | $ 6,584 |
Total current assets | 620 | 6,584 |
TOTAL ASSETS | 620 | 6,584 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | $ 340,177 | 333,963 |
Current portion of convertible notes payable, net of discount of $0 and $0, respectively | 6,317 | |
Current portion of accrued interest payable | 310 | |
Total current liabilities | $ 340,177 | 340,590 |
Convertible notes payable, net of discount of $401,001 and $351,646, respectively | 6,682 | 45,976 |
Accrued interest payable | 5,577 | 5,973 |
TOTAL LIABILITIES | $ 352,436 | $ 392,539 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.001 par value; 480,000,000 shares authorized; 1,184,815 and 903,182 shares issued and outstanding at October 31, 2015 and January 31, 2015, respectively | $ 1,185 | $ 903 |
Additional paid-in capital | $ 4,046,586 | 3,157,811 |
Common stock payable | 60,000 | |
Accumulated deficit | $ (4,399,587) | (3,604,669) |
Total stockholders' deficit | (351,816) | (385,955) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 620 | $ 6,584 |
Series E Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Series E preferred stock, $0.001 par value; 20,000,000 shares authorized; no shares issued or outstanding at October 31, 2015 and January 31, 2015, respectively |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) | Oct. 31, 2015 | Jan. 31, 2015 |
Current convertible notes payable discount | $ 0 | $ 0 |
Noncurrent convertible notes payable discount | $ 401,001 | $ 351,646 |
Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 480,000,000 | |
Common Stock, shares issued | 1,184,815 | 903,182 |
Common Stock, shares outstanding | 1,184,815 | 903,182 |
Series E Preferred Stock [Member] | ||
Series E Preferred Stock, (in dollars per share) | $ 0.001 | $ 0.001 |
Series E Preferred Stock, shares authorized | 20,000,000 | 20,000,000 |
Series E Preferred Stock, shares issued | ||
Series E Preferred Stock, shares outstanding |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Income Statement [Abstract] | ||||
REVENUE | ||||
OPERATING EXPENSES | ||||
General and administrative expenses | $ 143,969 | $ 164,003 | $ 389,861 | $ 514,021 |
LOSS FROM OPERATIONS | (143,969) | (164,003) | (389,861) | (514,021) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | $ (96,519) | (357,835) | (375,057) | (806,102) |
Loss on Diamond Anvil acquisition | (10,000) | (30,000) | (100,000) | |
Total other income (expense) | $ (96,519) | (367,835) | (405,057) | (906,102) |
NET LOSS | $ (240,488) | $ (531,838) | $ (794,918) | $ (1,420,123) |
NET LOSS PER COMMON SHARE - Basic and diluted (in dollars per share) | $ (0.20) | $ (0.85) | $ (0.76) | $ (2.95) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and diluted (in shares) | 1,174,949 | 622,054 | 1,051,416 | 482,164 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED) - 9 months ended Oct. 31, 2015 - USD ($) | Common Stock [Member] | Series E Preferred Stock [Member] | Additional Paid In Capital [Member] | Common Stock Payable [Member] | Accumulated Deficit [Member] | Total |
BALANCE at Jan. 31, 2015 | $ 903 | $ 3,157,811 | $ 60,000 | $ (3,604,669) | $ (385,955) | |
BALANCE (in shares) at Jan. 31, 2015 | 903,182 | 903,182 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares issued for conversion of notes payable | $ 253 | 421,121 | $ 421,374 | |||
Shares issued for conversion of notes payable (in shares) | 253,185 | |||||
Shares issued for common stock payable | $ 24 | 59,976 | $ (60,000) | |||
Shares issued for common stock payable (in shares) | 24,000 | |||||
Discount on issuance of convertible note payable | 407,683 | $ 407,683 | ||||
Share rounding on reverse split | $ 5 | $ (5) | ||||
Share rounding on reverse split (in shares) | 4,448 | |||||
Net loss | $ (794,918) | $ (794,918) | ||||
BALANCE at Oct. 31, 2015 | $ 1,185 | $ 4,046,586 | $ (4,399,587) | $ (351,816) | ||
BALANCE (in shares) at Oct. 31, 2015 | 1,184,815 | 1,184,815 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (794,918) | $ (1,420,123) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of discount on convertible note payable | 358,328 | 737,365 |
Loss on acquisition of Diamond Anvil | 30,000 | 100,000 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | 6,214 | 57,085 |
Accrued interest payable | 16,729 | 68,737 |
NET CASH USED IN OPERATING ACTIVITIES | (383,647) | (456,936) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid to acquire Diamond Anvil | (30,000) | (100,000) |
NET CASH USED IN INVESTING ACTIVITIES | (30,000) | (100,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from advances | 407,683 | 519,531 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 407,683 | 519,531 |
NET DECREASE IN CASH | (5,964) | (37,405) |
CASH, at the beginning of the period | 6,584 | 46,551 |
CASH, at the end of the period | $ 620 | $ 9,146 |
Cash paid during the period for: | ||
Interest | ||
Taxes | ||
Noncash investing and financing transaction: | ||
Refinancing of advances into convertible notes payable | $ 407,683 | $ 619,168 |
Beneficial conversion discount on convertible note payable | 407,683 | 619,168 |
Conversion of convertible notes payable | $ 421,374 | $ 738,329 |
General Organization and Busine
General Organization and Business | 9 Months Ended |
Oct. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Organization and Business | Note 1. General Organization and Business Neutra Corp. was incorporated in Nevada 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 bodys vital ability to heal and maintain itself. One of the nutraceutical sub-markets is the new thriving medical cannabis market, in which we intend to participate. 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. We have established a fiscal year end of January 31. 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 additional funds in order to implement our business plan. 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, we 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 believe this an underdeveloped area of the market. On October 5, 2015, we reincorporated from Florida to Nevada. The reincorporation was approved by our board of directors and by the holders of a majority of our common stock. Each shareholder received one share in the Nevada corporation for every 50 shares they held in the Florida corporation. Fractional shares were rounded up to the nearest whole share, and each shareholder received at least five shares. Our authorized shares increased to 480,000,000 shares of common stock and 20,000,000 shares of preferred stock. |
Going Concern
Going Concern | 9 Months Ended |
Oct. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2. Going Concern The accompanying financial statements have been prepared assuming that we will continue as a going concern. For the nine months ended October 31, 2015, we had a net loss of $794,918 and negative cash flow from operating activities of $383,647. As of October 31, 2015, we had negative working capital of $339,557. Management does not anticipate having positive cash flow from operations in the near future. These factors raise a substantial doubt about our 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. We do 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 we will not be able to remain in business. Management has plans to address the Companys financial situation as follows: In the near term, management plans to continue to focus on raising the funds necessary to implement our business plan. Management will continue to seek out debt financing to obtain the capital required to meet our financial obligations. There is no assurance, however, that lenders will continue to advance capital to us 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 our ability to continue as a going concern. In the long term, management believes that our projects and initiatives will be successful and will provide cash flow, which will be used to finance our future growth. However, there can be no assurances that our planned activities will be successful, or that we will ultimately attain profitability. Our 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 our ability to achieve adequate profitability and cash flows from operations to sustain its operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2015 | |
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 accounting principles generally accepted in the United States of America (GAAP) 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 GAAP 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, 2015 and notes thereto and other pertinent information contained in our Form 10-K that we filed with the Securities and Exchange Commission (the SEC). The results of operations for the nine-month period ended October 31, 2015 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2016. Consolidated Financial Statements The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries from the date of their formations. Significant intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP 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. Earnings (Loss) per Common Share We compute basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share Recently Issued Accounting Pronouncements We have reviewed the FASB issued Accounting Standards Update (ASU) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. We have carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporations reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. |
Acquisition of Diamond Anvil De
Acquisition of Diamond Anvil Designs | 9 Months Ended |
Oct. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisition of Diamond Anvil Designs | Note 4. Acquisition of Diamond Anvil Designs On February 7, 2014, we acquired all of the shares of Diamond Anvil Designs, LLC (Diamond Anvil) for $150,000. The agreement called for a $25,000 payment on the agreement date, and $125,000 in additional payments over the following five months. Through October 31, 2015, we have made cash payments of $140,000. Diamond Anvil owns intellectual property for a vapor pen; they have no tangible assets. As a result of the Company lacking inputs and outputs necessary to be considered a business, the acquisition was treated as an asset acquisition. Due to the significant doubt of future cash flows of this concept acquisition, the entire amount was impaired. During the nine months ended October 31, 2015 and 2014, the Company recognized impairment expense of $30,000 and $100,000, respectively, related to this transaction. |
Joint Venture with Green Mounta
Joint Venture with Green Mountain Plant Health | 9 Months Ended |
Oct. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture with Green Mountain Plant Health | Note 5. Joint Venture with Green Mountain Plant Health On October 7, 2015, we signed a joint venture agreement with Green Mountain Plant Health, LLC (Green Mountain), a Colorado limited liability company. Green Mountain makes products to cleanse air, surfaces and plants in horticultural production. The joint ventures focuses on rolling out new service in products in plant health to be used in medical cannabis cultivation. The agreement requires us to provide $100,000 in funding. An initial $10,000 is to be provided on December 1, 2015, and we shall provide follow-on funding of $5,000 per month for 18 months. As of the date of this report, no payments have been made by the Company to Green Mountain. |
Advances
Advances | 9 Months Ended |
Oct. 31, 2015 | |
Debt Disclosure [Abstract] | |
Advances | Note 6. Advances During the nine months ended October 31, 2015, the Company received net, non-interest bearing advances from certain third parties totaling $407,683. During the nine months ended October 31, 2015, these advances were refinanced into convertible notes payable. See Note 7. The total amount due under these advances as of October 31, 2015 and July 31, 2015 was $0. These advances are not collateralized, non-interest bearing and are due on demand. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Oct. 31, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 7. Convertible Notes Payable Convertible notes payable consists of the following as of October 31, 2015 and January 31, 2015: October 31, 2015 January 31, 2015 Convertible note, dated July 31, 2013, bearing interest at 10% per annum, maturing on July 31, 2015 and convertible into shares of common stock at $0.05 per share 6,317 Convertible note, dated October 31, 2013, bearing interest at 10% per annum, maturing on October 31, 2015 and convertible into shares of common stock at $0.05 per share Convertible note, dated April 30, 2014, bearing interest at 10% per annum, maturing on April 30, 2016 and convertible into shares of common stock at $0.05 per share 77,076 Convertible note, dated October 31, 2014, bearing interest at 10% per annum, maturing on October 31, 2016 and convertible into shares of common stock at $0.05 per share 223,506 Convertible note, dated January 31, 2015, bearing interest at 10% per annum, maturing on January 31, 2017 and convertible into shares of common stock at $0.02 per share 97,040 Convertible note, dated April 30, 2015, bearing interest at 10% per annum, maturing on April 30, 2017 and convertible into shares of common stock at $0.02 per share 73,654 Convertible note, dated July 31, 2015, bearing interest at 10% per annum, maturing on July 31, 2017 and convertible into shares of common stock at $0.01 per share. 73,940 Convertible note, dated October 31, 2015, bearing interest at 10% per annum, maturing on October 31, 2018 and convertible into shares of common stock at $0.50 per share. 260,089 Total convertible notes payable $ 407,683 $ 403,939 Less: current portion of convertible notes payable (6,317 ) Less: discount on noncurrent convertible notes payable (401,001 ) (351,646 ) Convertible notes payable, net of discount $ 6,682 $ 45,976 Advances Refinanced into Convertible Promissory Notes During the nine months ended October 31, 2015, we have signed Convertible Promissory Notes that refinance non-interest bearing advances into convertible notes payable. The Convertible Promissory Notes bear interest at 10% per annum and are payable at maturity along with accrued interest. The Convertible Promissory Notes and unpaid accrued interest are convertible into common stock at the option of the holder. Date Issued Maturity Date Interest Rate Conversion Rate Amount of Note April 30, 2015 April 30, 2017 10% $ 0.02 $ 73,654 July 31, 2015 July 31, 2017 10% $ 0.01 73,940 October 31, 2015 October 31, 2018 10% $ 0.50 260,089 Total $ 407,683 We evaluated the application of ASC 470-50-40/55, Debtors Accounting for a Modification or Exchange of Debt Instrument We evaluated the terms of the new note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entitys Own Stock Conversions to Common Stock During nine months ended October 31, 2015, the holders of our convertible promissory notes converted $421,374 of principal and accrued interest into 253,185 shares of our common stock. See Note 8. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement which provided for conversion. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Oct. 31, 2015 | |
STOCKHOLDERS' DEFICIT | |
Stockholders' Equity | Note 8. Stockholders Equity Share rounding on reverse split On October 6, 2015 and in connection with our reincorporation in Nevada, we effected a one-for-50 reverse split. Fractional shares were rounded up, and each shareholder received at least five shares. As a result, we issued 4,448 additional shares. We recorded an increase in our common stock and decrease in additional paid-in capital of the same amount on our balance sheet. Conversions to common stock During nine months ended October 31, 2015, the holders of our convertible notes elected to convert principal and interest into shares of common stock as detailed below: Date Amount Converted Number of Shares Issued February 16, 2015 $ 6,655 2,662 February 16, 2015 77,752 31,101 April 30, 2015 184,000 92,000 June 5, 2015 51,088 25,544 August 1, 2015 101,878 101,878 Total $ 421,374 253,185 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9. Subsequent Events On November 6, 2015, the Company issued 957 shares as a result of share rounding on the reverse stock split. See Note 8. On November 4, 2015, the holder of the convertible note dated April 30, 2015, converted $1,178 of accrued interest into 58,900 shares of common stock at a rate of $0.02 per share. On November 13, 2015, the holder of the convertible note dated April 30, 2015, converted $980 of accrued interest into 49,000 share of common stock, at a rate of $0.02 per share. On November 17, 2015, the holder of the convertible note dated April 30, 2015, converted $760 of accrued interest into 38,000 shares of common stock, at a rate of $0.02 per share. On November 18, 2015, the holder of the convertible note dated April 30, 2015, converted $430 of accrued interest into 21,500 shares of common stock, at a rate of $0.02 per share. On December 3, 2015, the holders of the convertible note dated April 30, 2015, converted $1,520 of accrued interest into 76,000 shares of common stock at a rate of $0.02 per share. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2015 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) 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 GAAP 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, 2015 and notes thereto and other pertinent information contained in our Form 10-K that we filed with the Securities and Exchange Commission (the SEC). The results of operations for the nine-month period ended October 31, 2015 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2016. |
Consolidated Financial Statements | Consolidated Financial Statements The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries from the date of their formations. Significant intercompany transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP 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. |
Earnings (Loss) per Common Share | Earnings (Loss) per Common Share We compute basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements We have reviewed the FASB issued Accounting Standards Update (ASU) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. We have carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporations reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Convertible notes payable consists of the following as of October 31, 2015 and January 31, 2015: October 31, 2015 January 31, 2015 Convertible note, dated July 31, 2013, bearing interest at 10% per annum, maturing on July 31, 2015 and convertible into shares of common stock at $0.05 per share 6,317 Convertible note, dated October 31, 2013, bearing interest at 10% per annum, maturing on October 31, 2015 and convertible into shares of common stock at $0.05 per share Convertible note, dated April 30, 2014, bearing interest at 10% per annum, maturing on April 30, 2016 and convertible into shares of common stock at $0.05 per share 77,076 Convertible note, dated October 31, 2014, bearing interest at 10% per annum, maturing on October 31, 2016 and convertible into shares of common stock at $0.05 per share 223,506 Convertible note, dated January 31, 2015, bearing interest at 10% per annum, maturing on January 31, 2017 and convertible into shares of common stock at $0.02 per share 97,040 Convertible note, dated April 30, 2015, bearing interest at 10% per annum, maturing on April 30, 2017 and convertible into shares of common stock at $0.02 per share 73,654 Convertible note, dated July 31, 2015, bearing interest at 10% per annum, maturing on July 31, 2017 and convertible into shares of common stock at $0.01 per share. 73,940 Convertible note, dated October 31, 2015, bearing interest at 10% per annum, maturing on October 31, 2018 and convertible into shares of common stock at $0.50 per share. 260,089 Total convertible notes payable $ 407,683 $ 403,939 Less: current portion of convertible notes payable (6,317 ) Less: discount on noncurrent convertible notes payable (401,001 ) (351,646 ) Convertible notes payable, net of discount $ 6,682 $ 45,976 |
Schedule of convertible promissory notes and unpaid accrued interest | The Convertible Promissory Notes and unpaid accrued interest are convertible into common stock at the option of the holder. Date Issued Maturity Date Interest Rate Conversion Rate Amount of Note April 30, 2015 April 30, 2017 10% $ 0.02 $ 73,654 July 31, 2015 July 31, 2017 10% $ 0.01 73,940 October 31, 2015 October 31, 2018 10% $ 0.50 260,089 Total $ 407,683 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
STOCKHOLDERS' DEFICIT | |
Schedule of conversions to common stock | During nine months ended October 31, 2015, the holders of our convertible notes elected to convert principal and interest into shares of common stock as detailed below: Date Amount Converted Number of Shares Issued February 16, 2015 $ 6,655 2,662 February 16, 2015 77,752 31,101 April 30, 2015 184,000 92,000 June 5, 2015 51,088 25,544 August 1, 2015 101,878 101,878 Total $ 421,374 253,185 |
General Organization and Busi19
General Organization and Business (Details Narrative) - shares | Oct. 06, 2015 | Oct. 05, 2015 | Jan. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Description of reverse stock split | One-for-50 reverse split | Each shareholder received one share in the Nevada corporation for every 50 shares they held in the Florida corporation. Fractional shares were rounded up to the nearest whole share, and each shareholder received at least five shares. | |
Common stock, authorized | 480,000,000 | 480,000,000 | |
Preferred stock, authorized | 20,000,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ (240,488) | $ (531,838) | $ (794,918) | $ (1,420,123) |
Cash flow from operating activities | (383,647) | $ (456,936) | ||
Working capital | $ 339,557 |
Acquisition of Diamond Anvil 21
Acquisition of Diamond Anvil Designs (Details Narrative) - USD ($) | Feb. 07, 2014 | Oct. 31, 2015 | Oct. 31, 2014 |
Cash paid for acquisition of Diamond Anvil | $ 30,000 | $ 100,000 | |
Diamond Anvil Designs [Member] | |||
Business purchase price | $ 150,000 | ||
Cash paid for acquisition of Diamond Anvil | 25,000 | 140,000 | |
Additional payments | $ 125,000 | ||
Impairment expense | $ 30,000 | $ 100,000 |
Joint Venture with Green Moun22
Joint Venture with Green Mountain Plant Health (Details Narrative) - Green Mountain Plant Health, LLC [Member] - Medical Cannabis Cultivation [Member] - USD ($) | Dec. 01, 2015 | Oct. 07, 2015 |
Equity method investments | $ 100,000 | |
Subsequent Event [Member] | ||
Initial payments to acquire equity method investments | $ 10,000 | |
Monthly balance payments to acquire equity method investments | $ 5,000 | |
Monthly balance payments to acquire equity method investments period | 18 months |
Advances (Details Narrative)
Advances (Details Narrative) - Non-Interest Bearing Advances [Member] - USD ($) | 9 Months Ended | |
Oct. 31, 2015 | Jul. 31, 2015 | |
Proceeds from advances | $ 407,683 | |
Advances to affiliate | $ 0 | $ 0 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Oct. 31, 2015 | Jan. 31, 2015 | |
Less: current portion of convertible notes payable | $ 6,317 | |
Less: discount on noncurrent convertible notes payable | $ 401,001 | 351,646 |
Convertible notes payable, net of discount | $ 6,682 | 45,976 |
10% Convertible Note Due July 31, 2015 [Member] | ||
Total convertible notes payable | $ 6,317 | |
Debt instrument, issuance date | Jul. 31, 2013 | Jul. 31, 2013 |
Debt instrument, conversion price (in dollars per shares) | $ 0.05 | $ 0.05 |
10% Convertible Note Due October 31, 2015 [Member] | ||
Total convertible notes payable | ||
Debt instrument, issuance date | Oct. 31, 2013 | Oct. 31, 2013 |
Debt instrument, conversion price (in dollars per shares) | $ 0.05 | $ 0.05 |
10% Convertible Note Due April 30, 2016 [Member] | ||
Total convertible notes payable | $ 77,076 | |
Debt instrument, issuance date | Apr. 30, 2014 | Apr. 30, 2014 |
Debt instrument, conversion price (in dollars per shares) | $ 0.05 | $ 0.05 |
10% Convertible Note Due October 31, 2016 [Member] | ||
Total convertible notes payable | $ 223,506 | |
Debt instrument, issuance date | Oct. 31, 2014 | Oct. 31, 2014 |
Debt instrument, conversion price (in dollars per shares) | $ 0.05 | $ 0.05 |
10% Convertible Note Due January 31, 2017 [Member] | ||
Total convertible notes payable | $ 97,040 | |
Debt instrument, issuance date | Jan. 31, 2015 | Jan. 31, 2015 |
Debt instrument, conversion price (in dollars per shares) | $ 0.02 | $ 0.02 |
10% Convertible Note Due April 30, 2017 [Member] | ||
Total convertible notes payable | $ 73,654 | |
Debt instrument, issuance date | Apr. 30, 2015 | Apr. 30, 2015 |
Debt instrument, conversion price (in dollars per shares) | $ 0.02 | $ 0.02 |
10% Convertible Note Due July 31, 2017 [Member] | ||
Total convertible notes payable | $ 73,940 | |
Debt instrument, issuance date | Jul. 31, 2015 | Jul. 31, 2015 |
Debt instrument, conversion price (in dollars per shares) | $ 0.01 | $ 0.01 |
10% Convertible Note Due October 31, 2018 [Member] | ||
Total convertible notes payable | $ 260,089 | |
Debt instrument, issuance date | Oct. 31, 2015 | Oct. 31, 2015 |
Debt instrument, conversion price (in dollars per shares) | $ 0.50 | $ 0.50 |
Convertible Notes Payable [Member] | ||
Total convertible notes payable | $ 407,683 | $ 403,939 |
Less: current portion of convertible notes payable | (6,317) | |
Less: discount on noncurrent convertible notes payable | $ (401,001) | (351,646) |
Convertible notes payable, net of discount | $ 6,682 | $ 45,976 |
Convertible Notes Payable (De25
Convertible Notes Payable (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended |
Oct. 31, 2015 | Jan. 31, 2015 | |
10% Convertible Note Due April 30, 2017 [Member] | ||
Date Issued | Apr. 30, 2015 | Apr. 30, 2015 |
Conversion Rate | $ 0.02 | $ 0.02 |
Total convertible notes payable | $ 73,654 | |
10% Convertible Note Due July 31, 2017 [Member] | ||
Date Issued | Jul. 31, 2015 | Jul. 31, 2015 |
Conversion Rate | $ 0.01 | $ 0.01 |
Total convertible notes payable | $ 73,940 | |
10% Convertible Note Due October 31, 2018 [Member] | ||
Date Issued | Oct. 31, 2015 | Oct. 31, 2015 |
Conversion Rate | $ 0.50 | $ 0.50 |
Total convertible notes payable | $ 260,089 | |
Convertible Notes Payable [Member] | ||
Total convertible notes payable | $ 407,683 | $ 403,939 |
Convertible Notes Payable (De26
Convertible Notes Payable (Details Narrative) - USD ($) | Oct. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Oct. 31, 2015 | Oct. 31, 2014 |
Amortization of discount | $ 358,328 | $ 737,365 | |||
Debt amount converted | $ 421,374 | 738,329 | |||
Convertible Notes Payable [Member] | |||||
Debt instrument, interest rate | 10.00% | 10.00% | |||
Amortization of discount | $ 358,328 | $ 737,365 | |||
Debt amount converted | $ 421,374 | ||||
Number of common shares issued upon conversion of debt | 253,185 | ||||
10% Convertible Note Due April 30, 2017 [Member] | |||||
Debt instrument, beneficial conversion | $ 73,654 | ||||
10% Convertible Note Due July 31, 2017 [Member] | |||||
Debt instrument, beneficial conversion | $ 74,940 | ||||
10% Convertible Note Due October 31, 2018 [Member] | |||||
Debt instrument, beneficial conversion | $ 260,089 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 9 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Debt amount converted | $ 421,374 | $ 738,329 |
Convertible Notes Payable [Member] | ||
Debt amount converted | $ 421,374 | |
Number of common shares issued upon conversion of debt | 253,185 | |
Convertible Notes Payable [Member] | February 16, 2015 [Member] | ||
Debt amount converted | $ 6,655 | |
Number of common shares issued upon conversion of debt | 2,662 | |
Convertible Notes Payable [Member] | February 16, 2015 [Member] | ||
Debt amount converted | $ 77,752 | |
Number of common shares issued upon conversion of debt | 31,101 | |
Convertible Notes Payable [Member] | April 30, 2015 [Member] | ||
Debt amount converted | $ 184,000 | |
Number of common shares issued upon conversion of debt | 92,000 | |
Convertible Notes Payable [Member] | June 5, 2015 [Member] | ||
Debt amount converted | $ 51,088 | |
Number of common shares issued upon conversion of debt | 25,544 | |
Convertible Notes Payable [Member] | August 1, 2015 [Member] | ||
Debt amount converted | $ 101,878 | |
Number of common shares issued upon conversion of debt | 101,878 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - shares | Oct. 06, 2015 | Oct. 05, 2015 | Oct. 31, 2015 |
Stockholders' Equity Note [Abstract] | |||
Description of reverse stock split | One-for-50 reverse split | Each shareholder received one share in the Nevada corporation for every 50 shares they held in the Florida corporation. Fractional shares were rounded up to the nearest whole share, and each shareholder received at least five shares. | |
Number of additional shares issued upon reverse split (in shares) | 4,448 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Dec. 03, 2015USD ($)Number$ / shares | Nov. 18, 2015USD ($)Number$ / shares | Nov. 17, 2015USD ($)Number$ / shares | Nov. 13, 2015USD ($)Number$ / shares | Nov. 06, 2015shares | Nov. 04, 2015USD ($)Number$ / shares | Oct. 31, 2015$ / shares | Jan. 31, 2015$ / shares |
10% Convertible Note Due April 30, 2017 [Member] | ||||||||
Debt instrument, conversion price (in dollars per share) | $ 0.02 | $ 0.02 | ||||||
Subsequent Event [Member] | ||||||||
Number of shares issued upon reverse stock split | shares | 957 | |||||||
Subsequent Event [Member] | 10% Convertible Note Due April 30, 2017 [Member] | ||||||||
Debt instrument, accrued interest | $ | $ 1,520 | $ 430 | $ 760 | $ 980 | $ 1,178 | |||
Number of common shares issued upon conversion | Number | 76,000 | 21,500 | 38,000 | 49,000 | 58,900 | |||
Debt instrument, conversion price (in dollars per share) | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 |