Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 31, 2016 | Oct. 17, 2016 | |
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 | Jul. 31, 2016 | |
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 | 2,249,165 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Jul. 31, 2016 | Jan. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,181 | $ 284 |
Total current assets | 1,181 | 284 |
TOTAL ASSETS | 1,181 | 284 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 391,833 | 390,584 |
Accounts payable to related party | 23,693 | 6,923 |
Current portion of convertible notes payable, net of discount of $246,491 and $0, respectively | 33,666 | |
Current portion of accrued interest payable | 9,698 | |
Total current liabilities | 458,890 | 397,507 |
Convertible notes payable, net of discount of $315,437 and $467,420, respectively | 20,373 | 17,550 |
Accrued interest payable | 24,007 | 10,526 |
TOTAL LIABILITIES | 503,270 | 425,583 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.001 par value; 480,000,000 shares authorized; 1,972,191 and 1,722,472 shares issued and outstanding at July 31, 2016 and January 31, 2016, respectively | 1,972 | 1,722 |
Series E preferred stock, $0.001 par value; 20,000,000 shares authorized; 1,000,000 shares issued or outstanding at July 31, 2016 and January 31, 2016, respectively | 1,000 | 1,000 |
Additional paid-in capital | 4,889,562 | 4,619,288 |
Common stock payable | 940 | |
Accumulated deficit | (5,395,563) | (5,047,309) |
Total stockholders' deficit | (502,089) | (425,299) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,181 | $ 284 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) | Jul. 31, 2016 | Jan. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Current convertible notes payable discount | $ 246,491 | $ 0 |
Noncurrent convertible notes payable discount | $ 315,437 | $ 467,420 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 480,000,000 | 480,000,000 |
Common stock, issued | 1,972,191 | 1,722,472 |
Common stock, outstanding | 1,972,191 | 1,722,472 |
Series E preferred stock, (in dollars per share) | $ 0.001 | $ 0.001 |
Series E preferred stock, authorized | 20,000,000 | 20,000,000 |
Series E preferred stock, issued | 1,000,000 | 1,000,000 |
Series E preferred stock, outstanding | 1,000,000 | 1,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | |
Income Statement [Abstract] | ||||
REVENUE | ||||
OPERATING EXPENSES | ||||
General and administrative expenses | 94,106 | 109,879 | 208,457 | 245,892 |
LOSS FROM OPERATIONS | (94,106) | (109,879) | (208,457) | (245,892) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (75,582) | (60,450) | (152,197) | (278,538) |
Loss on Diamond Anvil acquisition | (25,000) | (30,000) | ||
Gain (loss) on note modification | 4,772 | 12,400 | ||
Total other income (expense) | (70,810) | (85,450) | (139,797) | (308,538) |
NET LOSS | $ (164,916) | $ (195,329) | $ (348,254) | $ (554,430) |
NET LOSS PER COMMON SHARE - Basic and fully diluted (in dollars per share) | $ (0.08) | $ (0.19) | $ (0.19) | $ (0.56) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - Basic and fully diluted (in shares) | 1,952,626 | 1,044,494 | 1,858,898 | 988,626 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED) - 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 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued for: debt conversion | $ 790 | 431,318 | 432,108 | |||
Common stock issued for: debt conversion (in shares) | 789,885 | |||||
Common stock payable | $ 24 | 59,976 | (60,000) | |||
Common stock payable (in shares) | 24,000 | |||||
Share rounding | $ 5 | (5) | ||||
Share rounding (in shares) | 5,405 | |||||
Preferred stock issued for: Services | $ 1,000 | 479,770 | 480,770 | |||
Preferred stock issued for: Services (in shares) | 1,000,000 | |||||
Discount on issuance of convertible note payable | 490,418 | 490,418 | ||||
Net Loss | (1,442,640) | (1,442,640) | ||||
BALANCE at Jan. 31, 2016 | $ 1,722 | $ 1,000 | 4,619,288 | (5,047,309) | (425,299) | |
BALANCE (in shares) at Jan. 31, 2016 | 1,722,472 | 1,000,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued for: debt conversion | $ 250 | 78,938 | 940 | 80,128 | ||
Common stock issued for: debt conversion (in shares) | 249,719 | |||||
Discount on issuance of convertible note payable | 191,336 | 191,336 | ||||
Net Loss | (348,254) | (348,254) | ||||
BALANCE at Jul. 31, 2016 | $ 1,972 | $ 1,000 | $ 4,889,562 | $ 940 | $ (5,395,563) | $ (502,089) |
BALANCE (in shares) at Jul. 31, 2016 | 1,972,191 | 1,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (348,254) | $ (554,430) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of discount on convertible note payable | 125,617 | 265,555 |
Gain on note modification | (12,400) | |
Loss on acquisition of subsidiary | 30,000 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | 18,017 | 122,462 |
Accrued interest payable | 26,581 | 12,983 |
NET CASH USED IN OPERATING ACTIVITIES | (190,439) | (123,430) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid to acquire subsidiary | (30,000) | |
NET CASH USED IN INVESTING ACTIVITIES | (30,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from advances | 67,986 | 147,594 |
Proceeds from convertible notes payable | 123,350 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 191,336 | 147,594 |
NET INCREASE (DECREASE) IN CASH | 897 | (5,836) |
CASH, at the beginning of the period | 284 | 6,584 |
CASH, at the end of the period | 1,181 | 748 |
Cash paid during the period for: | ||
Interest | ||
Taxes | ||
Noncash investing and financing transaction: | ||
Refinancing of advances into convertible notes payable | 67,986 | 147,594 |
Beneficial conversion feature on convertible note payable | 207,986 | 147,594 |
Conversion of convertible notes payable into common stock. | $ 80,128 | $ 319,496 |
General Organization and Busine
General Organization and Business | 6 Months Ended |
Jul. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Organization and Business | Note 1. General Organization and Business Neutra Corp. was incorporated in Florida on January 11, 2011. 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 We have established a fiscal year end of January 31. As the global cannabis market grows exponentially, it is constantly in need of better technologies and products to be more efficient in how it grows, what it grows and how it consumes cannabis and its related products. From lighting to dosage devices, from pesticide replacements to plant enhancers, Neutra Corp. is constantly combing the industry for the latest and greatest to test, prove and bring to market. We have not generated any revenues to date and our activities have been limited to developing our business plan and research and development of products. 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 August 27, 2013, we signed a joint venture agreement with Second Wave Ventures, LLC. The joint venture owns Surface to Air Solutions, which is the North American distributor of a patent-pending, water-based solution known as Purteq, a green technology that works similarly to photosynthesis. Using UV-blue light and the water in air, it oxidizes organic compounds such as viruses and bacteria and converts them into microscopic amounts of water, carbon dioxide and harmless by-products. This proprietary formulation disperses evenly on surfaces and does not require heat for curing or activation. On February 11, 2014, we acquired Diamond Anvil Designs, a vapor pen design company. The Diamond Anvil vapor pen is a state-of-the-art inhalation delivery system that can be used with a suite of products, from dry herbs to concentrates to oils. The portable personal vaporizer also features customizable amplitude settings for different nutraceutical products. The device’s battery capacity is rechargeable and expandable. On November 13, 2015, our Board of Directors designated 1,000,000 shares of Series E Preferred Stock. On the same date, the board authorized the issuance 1,000,000 shares of Series E Preferred to be issued to Boxcar Transportation Company (“Boxcar”) in return for valuable services provided. On that date, Boxcar owned 86,990 of our common shares, which was approximately 5.05% of our common stock outstanding. |
Going Concern
Going Concern | 6 Months Ended |
Jul. 31, 2016 | |
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 six months ended July 31, 2016, we had a net loss of $348,254 and negative cash flow from operating activities of $190,439. As of July 31, 2016, we had negative working capital of $457,709. 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 Company’s 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 | 6 Months Ended |
Jul. 31, 2016 | |
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, 2016 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 six-month period ended July 31, 2016 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2017. 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 corporation’s 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. |
Joint Venture with Green Mounta
Joint Venture with Green Mountain Plant Health | 6 Months Ended |
Jul. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint Venture with Green Mountain Plant Health | Note 4. 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 venture is focused 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 was to be provided on December 1, 2015, and we shall provide follow-on funding of $5,000 per month for 18 months. As of July 31, 2016, we were in default on the terms of the agreement, because he had not made any payments toward this joint venture. Out participation in this joint ventures has been suspended until the Company has adequate fund to invest in this joint venture. |
Note Proceeds Receivable
Note Proceeds Receivable | 6 Months Ended |
Jul. 31, 2016 | |
Notes to Financial Statements | |
Note Proceeds Receivable | Note 5. Note Proceeds Receivable We had note proceeds receivable of $0 and $0 as of July 31, 2016 and January 31, 2016. The note proceeds receivable related to the back-end note signed on March 14, 2016 and May 26, 2016 (see Note 9). The amount reflects the amount available to us after paying legal fees and finders fees for the note. As of July 31, 2016, we have not received the funds from these notes. |
Notes Receivable
Notes Receivable | 6 Months Ended |
Jul. 31, 2016 | |
Receivables [Abstract] | |
Notes Receivable | Note 6. Notes Receivable In conjunction with the front-end note and back-end note issued on March 14, 2016, we purchased a $65,000 note receivable from the same third party. The note bears interest at 8% and is due on March 14, 2017. As of July 31, 2016, we have not provided the funds to the third-party. See Note 9. In conjunction with the front-end note and back-end note issued on May 26, 2016, we purchased a $75,000 note receivable from the same third party. The note bears interest at 8% and is due on May 26, 2017. As of July 31, 2016, we have not provided the funds to the third-party. See Note 9. |
Advances
Advances | 6 Months Ended |
Jul. 31, 2016 | |
Debt Disclosure [Abstract] | |
Advances | Note 7. Advances During the six months ended July 31, 2016 and 2015, we received net, non-interest bearing advances from certain third parties totaling $67,986 and $147,594, respectively.. During the six months ended July 31, 2016 and 2015, these advances were refinanced into convertible notes payable. See Note 9. The total amount due under these advances as of July 31, 2016 and July 31, 2015 was $0. These advances are not collateralized, non-interest bearing and are due on demand. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8. Related Party Transactions At January 31, 2016, we had related party accounts payable of $6,923. These amounts consisted entirely of professional fees due to Chris Brown for his services as CEO, that had not yet been paid. At July 31, 2016, we had related party accounts payable of $23,693. These amounts consist entirely of professional fee due to Chris Brown for his service as CEO, that have not yet been paid. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Jul. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 9. Convertible Notes Payable Convertible notes payable consists of the following as of July 31, 2016 and January 31, 2016: July 31, 2016 January 31, 2016 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 — 68,206 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 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. 185,089 260,089 Convertible note dated January 31, 2016, bearing interest at 10% per annum, maturing on January 31, 2019, and convertible into shares of common stock at $0.52 per share. 82,735 82,735 Convertible note dated March 14, 2016, bearing interest at 8% per annum, maturing March 14, 2017, and convertible into shares of common stock at a 45% discount to the lowest market price over the preceding 20 trading days. 1,217 — Convertible note dated March 14, 2016, bearing interest at 8% per annum, maturing March 14, 2017, and convertible into shares of common stock at a 45% discount to the lowest market price over the preceding 20 trading days. 65,000 — Convertible note dated April 30, 2016, bearing interest at 10% per annum, maturing April 30, 2017, and convertible into shares of common stock at a 60% discount to the volume weighted average share price over the preceding 5 days, subject to a minimum conversion rate of $0.01 per share. 67,986 — Convertible note dated May 26, 2016, bearing interest at 8% per annum, maturing May 26, 2017, and convertible into shares of common stock at a 45% discount to the lowest market price over the preceding 20 trading days. 75,000 — Convertible note dated May 26, 2016, bearing interest at 8% per annum, maturing May 26, 2017, and convertible into shares of common stock at a 45% discount to the lowest market price over the preceding 20 trading days. 65,000 — Total convertible notes payable $ 615,967 $ 484,970 Less: current portion of convertible notes payable (280,157 ) — Less: discount on noncurrent convertible notes payable (315,437 ) (467,420 ) Convertible notes payable, net of discount $ 20,373 $ 17,550 Current portion of convertible notes payable 280,157 — Less: discount on current portion of convertible notes payable (246,491 ) — Current portion of convertible notes payable, net of discount 33,666 $ — Advances Refinanced into Convertible Promissory Notes During the six months ended July 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 Total $ 147,594 During the six months ended July 31, 2016, 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, 2016 April 30, 2019 10% 60% discount $ 67,986 Total $ 67,986 We evaluated the application of ASC 470-50-40/55, Debtor’s 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 Entity’s Own Stock Modifications of Convertible Promissory Notes Modification of the April 30, 2015 note On March 14, 2016, a third party purchased the outstanding principal and accrued interest of our convertible promissory noted dated April 30, 2015. We came to an agreement with the purchaser to change the conditions of the note. Principal and accrued interest on the existing note were refinanced into $68,991 of principal on the new note. The maturity date was changed to March 14, 2017. The interest rate was lowered to 8%, and the conversion rate was changed to a 45% discount to the lowest trading price over the preceding 20 days with a floor on the conversion price of $0.00005. We evaluated the terms of the new note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock We evaluated the terms of the modified note in accordance with ASC Topic No. 470 – 50, Modifications and Extinguishments Modification of the October 31, 2015 note On May 26, 2016, a third party purchased a $75,000 portion of the principal of our convertible promissory noted dated October 31, 2015. We came to an agreement with the purchaser to change the conditions of the note. Principal on the existing note were refinanced into $75,000 of principal on the new note. The maturity date was changed to May 26, 2016. The interest rate was lowered to 8%, and the conversion rate was changed to a 45% discount to the lowest trading price over the preceding 20 days with a floor on the conversion price of $0.00005. We evaluated the terms of the new note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock We evaluated the terms of the modified note in accordance with ASC Topic No. 470 – 50, Modifications and Extinguishments Convertible Promissory Notes Issued for Cash The March 14, 2016 Note On March 14, 2016, we issued a convertible promissory note to a third party for cash. The note (the “front-end note”) was in the amount of $65,000, and it matures on March 14, 2017. The note bears interest at 8% per year and is convertible into shares of our common stock at a 45% discount to our lowest trading price over the preceding 20 days with a floor on the conversion price of $0.00005. On the same date we issued a second note (the “back-end note”) in the amount of $65,000 in exchange for a note receivable in the same amount. The back-end note matures on March 14, 2017. The note bears interest at 8% per year and is convertible into shares of our common stock at a 45% discount to our lowest trading price over the preceding 20 days with a floor on the conversion price of $0.00005. As of July 31, 2016, we had not yet received the proceeds from this note. The note is secured by the note receivable for $65,000 from the same party. See Note 5. Since we have not received any proceeds from this note, we have not recorded the back-end note and the note receivable on our balance sheet as of July 31, 2016. The May 26, 2016 Note On May 26, 2016, we issued a convertible promissory note to a third party for cash. The note (the “front-end note”) was in the amount of $75,000, and it matures on May 26, 2017. The note bears interest at 8% per year and is convertible into shares of our common stock at a 45% discount to our lowest trading price over the preceding 20 days with a floor on the conversion price of $0.00005. On the same date we issued a second note (the “back-end note”) in the amount of $75,000 in exchange for a note receivable in the same amount. The back-end note matures on May 26, 2017. The note bears interest at 8% per year and is convertible into shares of our common stock at a 45% discount to our lowest trading price over the preceding 20 days with a floor on the conversion price of $0.00005. As of July 31, 2016, we had not yet received the proceeds from this note. The note is secured by the note receivable for $75,000 from the same party. See Note 6. Since we have not received any proceeds from this note, we have not recorded the back-end note and the note receivable on our balance sheet as of July 31, 2016 Conversions to Common Stock During six months ended July 31, 2015, the holders of our convertible promissory notes converted $319,496 of principal and accrued interest into 151,307 shares of our common stock. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement which provided for conversion. During six months ended July 31, 2016, the holders of our convertible promissory notes converted $80,128 of principal and accrued interest into 343,719 shares of our common stock. Of the shares converted, 94,000 shares, valued at $94, had not been issued as of July 31, 2016, and as such have been classified as stock payable. See Note 10. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement which provided for conversion. Amortization of Discounts During the six months ended July 31, 2016 and 2015, we recorded amortization of discounts on convertible notes payable and recognized interest expense of $125,617 and $265,555, respectively. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jul. 31, 2016 | |
STOCKHOLDERS' DEFICIT | |
Stockholders' Equity | Note 10. Stockholders’ Equity Conversions to common stock During six months ended July 31, 2015, the holders of our convertible promissory notes converted $319,496 of principal and accrued interest into 151,307 shares of our common stock. During six months ended July 31, 2016, 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 March 17, 2016 $ 5,001 8,266 March 30, 2016 10,031 16,887 April 6, 2016 850 85,000 April 12, 2016 11,065 20,322 April 21, 2016 20,158 40,271 May 18, 2016 22,074 49,857 May 31, 2016 10,009 29,116 June 28, 2016 940 94,000 Total $ 80,128 343,719 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events On August 29, 2016, the holder of the modified convertible note dated May 26, 2016 converted $10,206 of principal and accrued interest into 36,032 shares of common stock. On September 12, 2016, the holder of the modified convertible note dated May 26, 2016 converted $10,237 of principal and accrued interest into 48,532 shares of common stock. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 31, 2016 | |
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, 2016 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 six-month period ended July 31, 2016 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2017. |
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 corporation’s 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) | 6 Months Ended |
Jul. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Convertible notes payable consists of the following as of July 31, 2016 and January 31, 2016: July 31, 2016 January 31, 2016 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 — 68,206 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 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. 185,089 260,089 Convertible note dated January 31, 2016, bearing interest at 10% per annum, maturing on January 31, 2019, and convertible into shares of common stock at $0.52 per share. 82,735 82,735 Convertible note dated March 14, 2016, bearing interest at 8% per annum, maturing March 14, 2017, and convertible into shares of common stock at a 45% discount to the lowest market price over the preceding 20 trading days. 1,217 — Convertible note dated March 14, 2016, bearing interest at 8% per annum, maturing March 14, 2017, and convertible into shares of common stock at a 45% discount to the lowest market price over the preceding 20 trading days. 65,000 — Convertible note dated April 30, 2016, bearing interest at 10% per annum, maturing April 30, 2017, and convertible into shares of common stock at a 60% discount to the volume weighted average share price over the preceding 5 days, subject to a minimum conversion rate of $0.01 per share. 67,986 — Convertible note dated May 26, 2016, bearing interest at 8% per annum, maturing May 26, 2017, and convertible into shares of common stock at a 45% discount to the lowest market price over the preceding 20 trading days. 75,000 — Convertible note dated May 26, 2016, bearing interest at 8% per annum, maturing May 26, 2017, and convertible into shares of common stock at a 45% discount to the lowest market price over the preceding 20 trading days. 65,000 — Total convertible notes payable $ 615,967 $ 484,970 Less: current portion of convertible notes payable (280,157 ) — Less: discount on noncurrent convertible notes payable (315,437 ) (467,420 ) Convertible notes payable, net of discount $ 20,373 $ 17,550 Current portion of convertible notes payable 280,157 — Less: discount on current portion of convertible notes payable (246,491 ) — Current portion of convertible notes payable, net of discount 33,666 $ — |
Schedule of convertible promissory notes and unpaid accrued interest | During the six months ended July 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 Total $ 147,594 During the six months ended July 31, 2016, 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, 2016 April 30, 2019 10% 60% discount $ 67,986 Total $ 67,986 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jul. 31, 2016 | |
STOCKHOLDERS' DEFICIT | |
Schedule of conversions to common stock | During six months ended July 31, 2016, 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 March 17, 2016 $ 5,001 8,266 March 30, 2016 10,031 16,887 April 6, 2016 850 85,000 April 12, 2016 11,065 20,322 April 21, 2016 20,158 40,271 May 18, 2016 22,074 49,857 May 31, 2016 10,009 29,116 June 28, 2016 940 94,000 Total $ 80,128 343,719 |
General Organization and Busi21
General Organization and Business (Details Narrative) - shares | Nov. 13, 2015 | Oct. 05, 2015 | Jul. 31, 2016 | Jan. 31, 2016 |
Description of reverse stock 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 | 480,000,000 | |
Preferred stock, authorized | 20,000,000 | 20,000,000 | 20,000,000 | |
Preferred stock, issued | 1,000,000 | 1,000,000 | ||
Series E Preferred Stock [Member] | ||||
Preferred stock, authorized | 1,000,000 | |||
Series E Preferred Stock [Member] | Boxcar Transportation Company ("Boxcar") [Member] | ||||
Preferred stock, issued | 1,000,000 | |||
Number of common shares issued | 86,990 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | Jan. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss | $ (164,916) | $ (195,329) | $ (348,254) | $ (554,430) | $ (1,442,640) |
Cash flow from operating activities | (190,439) | $ (123,430) | |||
Working capital | $ (457,709) |
Joint Venture with Green Moun23
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 | |
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 |
Note Proceeds Receivable (Detai
Note Proceeds Receivable (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jul. 31, 2016 | Jan. 31, 2016 | |
8% Convertible Note Due March 14, 2017 [Member] | ||
Note proceeds receivable | $ 0 | $ 0 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - Third Party [Member] - USD ($) | May 26, 2016 | Mar. 14, 2016 |
8% Note Receivable Due March 14, 2017 [Member] | ||
Notes receivable face amount | $ 65,000 | |
8% Note Receivable Due May 26, 2017 [Member] | ||
Notes receivable face amount | $ 75,000 |
Advances (Details Narrative)
Advances (Details Narrative) - USD ($) | 6 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Debt Disclosure [Abstract] | ||
Proceeds from advances | $ 67,986 | $ 147,594 |
Advances to affiliate | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 31, 2016 | Jan. 31, 2016 |
Mr. Chris Brown [Member] | ||
Related party accounts payable | $ 23,693 | $ 6,923 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2016 | Jul. 31, 2015 | Jan. 31, 2016 | Mar. 14, 2016 | |
Less: current portion of convertible notes payable | $ 33,666 | |||
Less: discount on noncurrent convertible notes payable | 315,437 | 467,420 | ||
Convertible notes payable, net of discount | 20,373 | 17,550 | ||
Current portion of convertible notes payable | 33,666 | |||
10% Convertible Note Due April 30, 2017 [Member] | ||||
Total convertible notes payable | $ 73,654 | $ 68,206 | ||
Debt instrument, issuance date | Apr. 30, 2015 | Apr. 30, 2015 | Apr. 30, 2015 | |
Debt instrument, conversion price (in dollars per shares) | $ 0.02 | $ 0.02 | $ 0.02 | |
10% Convertible Note Due July 31, 2017 [Member] | ||||
Total convertible notes payable | $ 73,940 | $ 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 | $ 185,089 | $ 260,089 | ||
Debt instrument, issuance date | Oct. 31, 2015 | Oct. 31, 2015 | ||
Debt instrument, conversion price (in dollars per shares) | $ 0.50 | $ 0.50 | ||
10% Convertible Note Due January 31, 2019 [Member] | ||||
Total convertible notes payable | $ 82,735 | $ 82,735 | ||
Debt instrument, issuance date | Jan. 31, 2016 | Jan. 31, 2016 | ||
Debt instrument, conversion price (in dollars per shares) | $ 0.52 | $ 0.52 | ||
8% Convertible Note Due March 14, 2017 [Member] | ||||
Total convertible notes payable | $ 1,217 | |||
Debt instrument, issuance date | Mar. 14, 2016 | Mar. 14, 2016 | ||
Debt instrument, conversion percent | 45.00% | 45.00% | ||
8% Convertible Note Due March 14, 2017 [Member] | ||||
Total convertible notes payable | $ 65,000 | |||
Debt instrument, issuance date | Mar. 14, 2016 | Mar. 14, 2016 | ||
Debt instrument, conversion percent | 45.00% | 45.00% | ||
8% Convertible Note Due April 30, 2017 [Member] | ||||
Total convertible notes payable | $ 67,986 | $ 65,000 | ||
Debt instrument, issuance date | Apr. 30, 2016 | Apr. 30, 2016 | ||
Debt instrument, conversion price (in dollars per shares) | $ 0.01 | $ 0.01 | ||
Debt instrument, conversion percent | 60.00% | 60.00% | ||
8% Convertible Note Due May 26, 2017 [Member] | ||||
Total convertible notes payable | $ 75,000 | |||
Debt instrument, issuance date | May 26, 2016 | May 26, 2016 | ||
Debt instrument, conversion percent | 45.00% | 45.00% | ||
8% Convertible Note Due May 26, 2017 [Member] | ||||
Total convertible notes payable | $ 65,000 | |||
Debt instrument, issuance date | May 26, 2016 | May 26, 2016 | ||
Debt instrument, conversion percent | 45.00% | 45.00% | ||
Convertible Notes Payable [Member] | ||||
Total convertible notes payable | $ 615,967 | $ 484,970 | ||
Less: current portion of convertible notes payable | 280,157 | |||
Less: discount on noncurrent convertible notes payable | (315,437) | (467,420) | ||
Convertible notes payable, net of discount | 20,373 | 17,550 | ||
Current portion of convertible notes payable | 280,157 | |||
Less: discount on current portion of convertible notes payable | (246,491) | |||
Current portion of convertible notes payable, net of discount | $ 33,666 |
Convertible Notes Payable (De29
Convertible Notes Payable (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | Jan. 31, 2016 | |
10% Convertible Note Due April 30, 2017 [Member] | |||
Date Issued | Apr. 30, 2015 | Apr. 30, 2015 | Apr. 30, 2015 |
Conversion Rate | $ 0.02 | $ 0.02 | $ 0.02 |
Total convertible notes payable | $ 73,654 | $ 68,206 | |
10% Convertible Note Due April 30, 2017 [Member] | |||
Debt instrument, beneficial conversion | $ 147,594 | ||
10% Convertible Note Due July 31, 2017 [Member] | |||
Date Issued | Jul. 31, 2015 | ||
Conversion Rate | $ 0.01 | ||
Total convertible notes payable | $ 73,940 | ||
10% Convertible Note Due April 30, 2019 [Member] | |||
Date Issued | Apr. 30, 2016 | ||
Conversion percent | 60.00% | ||
Total convertible notes payable | $ 67,986 | ||
Debt instrument, beneficial conversion | 67,986 | ||
Convertible Notes Payable [Member] | |||
Total convertible notes payable | $ 615,967 | $ 484,970 |
Convertible Notes Payable (De30
Convertible Notes Payable (Details Narrative) - USD ($) | May 26, 2016 | Mar. 14, 2016 | Jul. 31, 2016 | Jul. 31, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | Jan. 31, 2016 |
Amortization of discount | $ 125,617 | $ 265,555 | |||||
Gain on extinguishment of debt | $ 4,772 | 12,400 | |||||
Discount on issuance of convertible note payable | 191,336 | $ 490,418 | |||||
Debt amount converted | $ 80,128 | $ 319,496 | |||||
Convertible Notes Payable [Member] | |||||||
Debt instrument, interest rate | 10.00% | 10.00% | 10.00% | 10.00% | |||
Total convertible notes payable | $ 615,967 | $ 615,967 | $ 484,970 | ||||
Debt amount converted | $ 80,128 | $ 319,496 | |||||
Number of common shares issued upon conversion of debt | 343,719 | 151,307 | |||||
Convertible Notes Payable [Member] | June 28, 2016 [Member] | |||||||
Debt amount converted | $ 940 | ||||||
Number of common shares issued upon conversion of debt | 94,000 | ||||||
Share price | $ 94 | $ 94 | |||||
10% Convertible Note Due April 30, 2019 [Member] | |||||||
Debt instrument, beneficial conversion | $ 67,986 | ||||||
Percentage of conversion discount | 60.00% | 60.00% | |||||
Total convertible notes payable | $ 67,986 | $ 67,986 | |||||
8% Convertible Note Due April 30, 2017 [Member] | |||||||
Percentage of conversion discount | 60.00% | 60.00% | 60.00% | ||||
Conversion price (in dollars per shares) | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Gain on extinguishment of debt | $ 4,772 | ||||||
Total convertible notes payable | 65,000 | $ 67,986 | $ 67,986 | ||||
Discount on issuance of convertible note payable | $ 68,991 | ||||||
8% Note Receivable Due March 14, 2017 [Member] | |||||||
Percentage of conversion discount | 45.00% | ||||||
Conversion price (in dollars per shares) | $ 0.00005 | ||||||
Gain on extinguishment of debt | $ 7,630 | ||||||
Notes receivable | $ 65,000 | ||||||
Description of collateral | The note is secured by the note receivable for $65,000 from the same party. | ||||||
8% Convertible Note Due May 26, 2017 [Member] | |||||||
Debt instrument, beneficial conversion | $ 75,000 | ||||||
Refinanced amount | 75,000 | ||||||
Debt instrument, reduction in beneficial conversion | $ 70,229 | ||||||
Percentage of conversion discount | 45.00% | ||||||
Conversion price (in dollars per shares) | $ 0.00005 | ||||||
Face amount | $ 75,000 | ||||||
Total convertible notes payable | $ 75,000 | ||||||
8% Note Receivable Due May 26, 2017 [Member] | |||||||
Percentage of conversion discount | 45.00% | ||||||
Conversion price (in dollars per shares) | $ 0.00005 | ||||||
Notes receivable | $ 75,000 | ||||||
Description of collateral | The note is secured by the note receivable for $75,000 from the same party. | ||||||
10% Convertible Note Due April 30, 2017 [Member] | |||||||
Refinanced amount | $ 68,991 | ||||||
Percentage of conversion discount | 45.00% | ||||||
Conversion price (in dollars per shares) | $ 0.00005 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 6 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Debt amount converted | $ 80,128 | $ 319,496 |
Convertible Notes Payable [Member] | ||
Debt amount converted | $ 80,128 | $ 319,496 |
Number of common shares issued upon conversion of debt | 343,719 | 151,307 |
Convertible Notes Payable [Member] | March 17, 2016 [Member] | ||
Debt amount converted | $ 5,001 | |
Number of common shares issued upon conversion of debt | 8,266 | |
Convertible Notes Payable [Member] | March 30, 2016 [Member] | ||
Debt amount converted | $ 10,031 | |
Number of common shares issued upon conversion of debt | 16,887 | |
Convertible Notes Payable [Member] | April 6, 2016 [Member] | ||
Debt amount converted | $ 850 | |
Number of common shares issued upon conversion of debt | 85,000 | |
Convertible Notes Payable [Member] | April 12, 2016 [Member] | ||
Debt amount converted | $ 11,065 | |
Number of common shares issued upon conversion of debt | 20,322 | |
Convertible Notes Payable [Member] | April 21, 2016 [Member] | ||
Debt amount converted | $ 20,158 | |
Number of common shares issued upon conversion of debt | 40,271 | |
Convertible Notes Payable [Member] | May 18, 2016 [Member] | ||
Debt amount converted | $ 22,074 | |
Number of common shares issued upon conversion of debt | 49,857 | |
Convertible Notes Payable [Member] | May 31, 2016 [Member] | ||
Debt amount converted | $ 10,009 | |
Number of common shares issued upon conversion of debt | 29,116 | |
Convertible Notes Payable [Member] | June 28, 2016 [Member] | ||
Debt amount converted | $ 940 | |
Number of common shares issued upon conversion of debt | 94,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 6 Months Ended | |
Jul. 31, 2016 | Jul. 31, 2015 | |
Principal of convertible promissory notes converted | $ 80,128 | $ 319,496 |
Convertible Notes Payable [Member] | ||
Principal of convertible promissory notes converted | $ 80,128 | $ 319,496 |
Accrued interest convertible promissory notes | 343,719 | 151,307 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Sep. 12, 2016 | Aug. 29, 2016 | Jul. 31, 2016 | Jul. 31, 2015 |
Debt amount converted | $ 80,128 | $ 319,496 | ||
Subsequent Event [Member] | 8% Convertible Note Due May 26, 2017 [Member] | ||||
Debt amount converted | $ 10,237 | $ 10,206 | ||
Number of common shares issued upon conversion of debt | 48,532 | 36,032 |