Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2017 | Dec. 19, 2017 | |
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, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 6,226,604 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Oct. 31, 2017 | Jan. 31, 2017 |
CURRENT ASSETS | ||
Deposits | $ 22,450 | |
Total current assets | 22,450 | |
TOTAL ASSETS | 22,450 | |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 420,314 | 471,477 |
Accounts payable to related party | 122,584 | 83,692 |
Cash overdraft | 1,443 | |
Advances payable | 3,450 | 3,450 |
Current portion of convertible notes payable, in default, net of discount of $159,257 and $112,323, respectively | 111,576 | 54,385 |
Current portion of accrued interest payable | 39,485 | 13,698 |
Total current liabilities | 697,409 | 628,145 |
Convertible notes payable, net of discount of $125,802 and $278,882, respectively | 24,919 | 28,815 |
Accrued interest payable | 24,710 | 18,596 |
TOTAL LIABILITIES | 747,038 | 675,556 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.001 par value; 480,000,000 shares authorized; 6,226,604 and 2,981,660 shares issued and outstanding at October 31, 2017 and January 31, 2017, respectively | 6,227 | 2,982 |
Series E preferred stock, $0.001 par value; 20,000,000 shares authorized; 1,000,000 shares issued or outstanding at October 31, 2017 and January 31, 2017, respectively | 1,000 | 1,000 |
Additional paid-in capital | 5,601,948 | 5,235,652 |
Accumulated deficit | (6,333,763) | (5,915,190) |
Total stockholders' deficit | (724,588) | (675,556) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 22,450 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) | Oct. 31, 2017 | Jan. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Current portion of convertible notes payable, discount | $ 159,257 | $ 112,323 |
Convertible notes payable, discount | $ 125,802 | $ 278,882 |
Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, authorized | 480,000,000 | 480,000,000 |
Common Stock, issued | 6,226,604 | 2,981,660 |
Common Stock, outstanding | 6,226,604 | 2,981,660 |
Series E preferred stock, par value (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 | 9 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | |
Income Statement [Abstract] | ||||
REVENUE | ||||
OPERATING EXPENSES | ||||
General and administrative expenses | 25,842 | 67,162 | 116,285 | 275,619 |
LOSS FROM OPERATIONS | (25,842) | (67,162) | (116,285) | (275,619) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (28,590) | (99,136) | (302,288) | (251,333) |
Gain on note modification | 12,400 | |||
Total other income (expense) | (28,590) | (99,136) | (302,288) | (238,933) |
NET LOSS | $ (54,432) | $ (166,298) | $ (418,573) | $ (514,552) |
NET LOSS PER COMMON SHARE - Basic and fully diluted (in dollars per share) | $ (0.01) | $ (0.08) | $ (0.09) | $ (0.26) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic and fully diluted (in shares) | 6,196,810 | 2,173,917 | 4,887,756 | 1,964,671 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED) - 9 months ended Oct. 31, 2017 - USD ($) | Common Stock [Membe] | Series E Preferred Stock [Membe] | Additional Paid-In Capital [Membe] | Accumulated Deficit [Membe] | Total |
BALANCE at beginning at Jan. 31, 2017 | $ 2,982 | $ 1,000 | $ 5,235,652 | $ (5,915,190) | $ (675,556) |
BALANCE at beginning (in shares) at Jan. 31, 2017 | 2,981,660 | 1,000,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued for debt conversion | $ 3,245 | 219,370 | 222,615 | ||
Common stock issued for debt conversion (in shares) | 3,244,944 | ||||
Beneficial conversion discount on issuance of convertible note payable | 146,926 | 146,926 | |||
Net loss | (418,573) | (418,573) | |||
BALANCE at end at Oct. 31, 2017 | $ 6,227 | $ 1,000 | $ 5,601,948 | $ (6,333,763) | $ (724,588) |
BALANCE at end (in shares) at Oct. 31, 2017 | 6,226,604 | 1,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||||||
Net Loss | $ (54,432) | $ (166,298) | $ (418,573) | $ (514,552) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Amortization of discount on convertible note payable | 269,595 | 211,077 | $ 143,413 | $ 64,354 | ||
Gain on note modification | (12,400) | |||||
Changes in operating assets and liabilities: | ||||||
Deposits | 15,550 | |||||
Accounts payable and accrued liabilities | (52,604) | 80,549 | ||||
Accounts payable to related parties | 38,892 | |||||
Accrued interest payable | 38,215 | 40,256 | ||||
NET CASH USED IN OPERATING ACTIVITIES | (108,925) | (195,070) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
Proceeds from advances | 71,436 | |||||
Proceeds from convertible notes payable | 108,925 | 123,350 | ||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 108,925 | 194,786 | ||||
NET INCREASE (DECREASE) IN CASH | (284) | |||||
CASH, at the beginning of the period | 284 | 284 | ||||
CASH, at the end of the period | $ 284 | |||||
Cash paid during the period for: | ||||||
Interest | ||||||
Taxes | ||||||
Noncash investing and financing transaction: | ||||||
Refinance of advances into convertible notes payable | 67,986 | |||||
Beneficial conversion discount on convertible note payable | 146,926 | 191,336 | ||||
Conversion of convertible notes payable. | 222,615 | 160,093 | ||||
Deposit received for convertible note payable | $ 38,000 |
General Organization and Busine
General Organization and Business | 9 Months Ended |
Oct. 31, 2017 | |
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 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 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. 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. |
Going Concern
Going Concern | 9 Months Ended |
Oct. 31, 2017 | |
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, 2017, we had a net loss of $418,573 and negative cash flow from operating activities of $108,925. As of October 31, 2017, we had negative working capital of $674,959. 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 | 9 Months Ended |
Oct. 31, 2017 | |
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, 2017 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, 2017 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2018. 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. Deposits Deposits represent cash on deposit with the Company’s attorney. 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4. Related Party Transactions During the nine months ended October 31, 2017, we incurred salary expense of $63,000 related to services provided by our CEO Christopher Brown. We paid Mr. Brown $63,000 in salary during the nine months ended October 31, 2017. As of October 31, 2017, we owe Mr. Brown $89,200, which is recorded on the balance sheet in “Accounts Payable – Related Party.” |
Advances
Advances | 9 Months Ended |
Oct. 31, 2017 | |
Debt Disclosure [Abstract] | |
Advances | Note 5. Advances As of October 31, 2017 and January 31, 2017, we had amounts due under advances of $3,450 at each period. These advances are not collateralized, non-interest bearing and are due on demand. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Oct. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 6. Convertible Notes Payable Convertible notes payable consists of the following as of October 31, 2017 and January 31, 2017: October 31, 2017 January 31, 2017 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, in default 72,640 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 156,976 156,976 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 a 60% discount to the market price 82,735 82,735 Convertible note, dated March 14, 2016, bearing interest at 8% per annum, maturing on March 14, 2017, and convertible into shares of common stock at a4 5% discount to the market price, in default 1,217 1,217 Convertible note, dated March 14, 2016, bearing interest at 8% per annum, maturing on March 14, 2017, and convertible into shares of common stock at a 45% discount to the market price — 16,551 Convertible note, dated May 26, 2016, bearing interest at 8% per annum, maturing on May 26, 2017, and convertible into shares of common stock at a 45% discount to the market price, in default 67,986 67,986 Convertible note, dated May 26, 2016, bearing interest at 8% per annum, maturing on May 26, 2017, and convertible into shares of common stock at a 45% discount to the market price — 75,000 Convertible note, dated May 26, 2016, bearing interest at 8% per annum, maturing on May 26, 2017, and convertible into shares of common stock at a 45% discount to the market price, in default — — Convertible note, dated September 6, 2017, bearing interest at 8% per annum, maturing September 6, 2017, and convertible into shares of common stock at a 45% discount to the lowest trading price in the 20 days prior to conversion 40,000 — Total convertible notes payable $ 421,554 $ 474,405 Less: current portion of convertible notes payable (270,833 ) (166,708 ) Less: discount on noncurrent convertible notes payable (125,802 ) (278,882 ) Convertible notes payable, net of discount $ 24,919 $ 28,815 Current portion of convertible notes payable $ 270,833 $ 166,708 Less: discount on current convertible notes payable (159,257 ) (112,323 ) Convertible notes payable, net of discount $ 111,576 $ 54,385 Issuance of Convertible Promissory Notes During the nine months ended October 31, 2017 and 2016, we issued Convertible Promissory Notes. The Convertible Promissory Notes bear interest 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 March 14, 2016 March 14, 2017 8% 45% discount $ 65,000 April 30, 2016 April 30, 2019 10% 60% discount 67,986 Date Issued/Funded Maturity Date Interest Rate Conversion Rate Amount of Note February 9, 2017 March 14, 2017 8% 45% discount $ 48,449 April 27, 2017 May 27, 2017 8% 45% discount 75,000 September 9, 2017 September 9, 2018 8% 45% discount 40,000 We evaluated the terms of the new notes in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock Modifications of Convertible Promissory Notes 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 change 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 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. We evaluated the terms of the note in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock 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. The Company received proceeds of $16,551 on January 6, 2017 and the remaining proceeds of $48,449 on February 9, 2017. The note was secured by the note receivable for $65,000 from the same party. 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. The Company received the proceeds of this note on April 27, 2017. The note was secured by the note receivable for $75,000 from the same party. On September 9, 2017, we issued a convertible promissory note to a third party for cash. The note (the “front-end note”) was in the amount of $40,000, and it matures on September 9, 2018. 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 $0.000055. The proceeds from this note were placed in an escrow account on deposit with our attorney. On the same date we issued a second note (the “back-end note”) in the amount of $40,000 in exchange for a note receivable in the same amount. The back-end note matures on September 9, 2018. 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 $0.000055. The note was secured by the note receivable for $40,000 from the same party. Conversions to Common Stock During nine months ended October 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 October 31, 2016, and as such have been classified as stock payable. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement which provided for conversion. During nine months ended October 31, 2017, the holders of our convertible promissory notes converted $222,615 of principal and accrued interest into 3,244,944 shares of our common stock. 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. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Oct. 31, 2017 | |
STOCKHOLDERS' DEFICIT | |
Stockholders' Equity | Note 7. Stockholders’ Equity Conversions to common stock During nine months ended October 31, 2017, 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 13, 2017 $ 16,619 151,085 February 22, 2017 25,066 227,870 March 6, 2017 23,629 214,807 March 21, 2017 12,784 102,168 March 30, 2017 21,346 170,595 April 7, 2017 10,690 92,558 April 20, 2017 35,372 321,567 May 22, 2017 10,055 130,582 May 30, 2017 650 65,000 June 2, 2017 10,079 160,748 June 2, 2017 650 65,000 June 13, 2017 11,113 202,060 June 30, 2017 10,140 290,344 July 12, 2017 10,167 308,078 July 25, 2017 13,255 401,624 August 8, 2017 11,000 340,858 Total $ 222,615 3,244,944 During nine months ended October 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 | 9 Months Ended |
Oct. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8. Subsequent Events No events have occurred subsequent to October 31, 2017 which would require disclosure in these financial statements. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2017 | |
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, 2017 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, 2017 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2018. |
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. |
Deposits | Deposits Deposits represent cash on deposit with the Company’s attorney. |
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) | 9 Months Ended |
Oct. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Convertible notes payable consists of the following as of October 31, 2017 and January 31, 2017: October 31, 2017 January 31, 2017 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, in default 72,640 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 156,976 156,976 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 a 60% discount to the market price 82,735 82,735 Convertible note, dated March 14, 2016, bearing interest at 8% per annum, maturing on March 14, 2017, and convertible into shares of common stock at a4 5% discount to the market price, in default 1,217 1,217 Convertible note, dated March 14, 2016, bearing interest at 8% per annum, maturing on March 14, 2017, and convertible into shares of common stock at a 45% discount to the market price — 16,551 Convertible note, dated May 26, 2016, bearing interest at 8% per annum, maturing on May 26, 2017, and convertible into shares of common stock at a 45% discount to the market price, in default 67,986 67,986 Convertible note, dated May 26, 2016, bearing interest at 8% per annum, maturing on May 26, 2017, and convertible into shares of common stock at a 45% discount to the market price — 75,000 Convertible note, dated May 26, 2016, bearing interest at 8% per annum, maturing on May 26, 2017, and convertible into shares of common stock at a 45% discount to the market price, in default — — Convertible note, dated September 6, 2017, bearing interest at 8% per annum, maturing September 6, 2017, and convertible into shares of common stock at a 45% discount to the lowest trading price in the 20 days prior to conversion 40,000 — Total convertible notes payable $ 421,554 $ 474,405 Less: current portion of convertible notes payable (270,833 ) (166,708 ) Less: discount on noncurrent convertible notes payable (125,802 ) (278,882 ) Convertible notes payable, net of discount $ 24,919 $ 28,815 Current portion of convertible notes payable $ 270,833 $ 166,708 Less: discount on current convertible notes payable (159,257 ) (112,323 ) Convertible notes payable, net of discount $ 111,576 $ 54,385 |
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 March 14, 2016 March 14, 2017 8% 45% discount $ 65,000 April 30, 2016 April 30, 2019 10% 60% discount 67,986 Date Issued/Funded Maturity Date Interest Rate Conversion Rate Amount of Note February 9, 2017 March 14, 2017 8% 45% discount $ 48,449 April 27, 2017 May 27, 2017 8% 45% discount 75,000 September 9, 2017 September 9, 2018 8% 45% discount 40,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Oct. 31, 2017 | |
STOCKHOLDERS' DEFICIT | |
Schedule of conversions to common stock | During nine months ended October 31, 2017, 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 13, 2017 $ 16,619 151,085 February 22, 2017 25,066 227,870 March 6, 2017 23,629 214,807 March 21, 2017 12,784 102,168 March 30, 2017 21,346 170,595 April 7, 2017 10,690 92,558 April 20, 2017 35,372 321,567 May 22, 2017 10,055 130,582 May 30, 2017 650 65,000 June 2, 2017 10,079 160,748 June 2, 2017 650 65,000 June 13, 2017 11,113 202,060 June 30, 2017 10,140 290,344 July 12, 2017 10,167 308,078 July 25, 2017 13,255 401,624 August 8, 2017 11,000 340,858 Total $ 222,615 3,244,944 During nine months ended October 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 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ (54,432) | $ (166,298) | $ (418,573) | $ (514,552) |
Cash flow from operating activities | (108,925) | $ (195,070) | ||
Working capital | $ 674,959 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | |
Oct. 31, 2017 | Jan. 31, 2017 | |
Salary expense | $ 63,000 | |
Accounts payable, related party | 122,584 | $ 83,692 |
Mr. Christopher Brown [Member] | ||
Salary expense | 63,000 | |
Accounts payable, related party | $ 89,200 |
Advances (Details Narrative)
Advances (Details Narrative) - USD ($) | Oct. 31, 2017 | Jan. 31, 2017 |
Advances payable | $ 3,450 | $ 3,450 |
Non-Interest Bearing Advances [Member] | ||
Advances payable | $ 3,450 | $ 3,450 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Oct. 31, 2017 | Jan. 31, 2017 | May 26, 2016 | |
Less: current portion of convertible notes payable | $ (111,576) | $ (54,385) | |
Less: discount on noncurrent convertible notes payable | (125,802) | (278,882) | |
Convertible notes payable, net of discount | 24,919 | 28,815 | |
Less: current portion of convertible notes payable | 111,576 | 54,385 | |
Less: discount on current convertible notes payable | (159,257) | (112,323) | |
10% Convertible Note Due July 31, 2017 [Member] | |||
Total convertible notes payable | $ 72,640 | $ 73,940 | |
Debt instrument, issuance date | Jul. 31, 2015 | Jul. 31, 2015 | |
Debt instrument, conversion price (in dollars per share) | $ 0.01 | $ 0.01 | |
10% Convertible Note Due October 31, 2018 [Member] | |||
Total convertible notes payable | $ 156,976 | $ 156,976 | |
Debt instrument, issuance date | Oct. 31, 2015 | Oct. 31, 2015 | |
Debt instrument, conversion price (in dollars per share) | $ 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 | |
8% Convertible Note Due March 14, 2017 [Member] | |||
Total convertible notes payable | $ 1,217 | $ 1,217 | |
Debt instrument, issuance date | Mar. 14, 2016 | Mar. 14, 2016 | |
8% Convertible Note Due March 14, 2017 [Member] | |||
Total convertible notes payable | $ 16,551 | ||
Debt instrument, issuance date | Mar. 14, 2016 | Mar. 14, 2016 | |
8% Convertible Note Due May 26, 2017 [Member] | |||
Total convertible notes payable | $ 67,986 | $ 67,986 | |
Debt instrument, issuance date | May 26, 2016 | May 26, 2016 | |
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 price (in dollars per share) | $ 0.00005 | ||
8% Convertible Note Due May 26, 2017 [Member] | |||
Total convertible notes payable | |||
Debt instrument, issuance date | May 26, 2016 | May 26, 2016 | |
8% Convertible Note Due September 6, 2017 [Member] | |||
Total convertible notes payable | $ 40,000 | ||
Debt instrument, issuance date | Sep. 6, 2017 | Sep. 6, 2017 | |
Convertible Notes Payable [Member] | |||
Total convertible notes payable | $ 421,554 | $ 474,405 | |
Less: current portion of convertible notes payable | (270,833) | (166,708) | |
Less: discount on noncurrent convertible notes payable | (125,802) | (278,882) | |
Convertible notes payable, net of discount | 24,919 | 28,815 | |
Less: current portion of convertible notes payable | 270,833 | 166,708 | |
Less: discount on current convertible notes payable | (159,257) | (112,323) | |
Convertible notes payable, net of discount | $ 111,576 | $ 54,385 |
Convertible Notes Payable (De22
Convertible Notes Payable (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | Jan. 31, 2017 | |
8% Convertible Note Due March 14, 2017 [Member] | |||
Date Issued/Funded | Feb. 9, 2017 | ||
Total convertible notes payable | $ 48,449 | ||
8% Convertible Note Due May 27, 2017 [Member] | |||
Date Issued/Funded | Apr. 27, 2017 | ||
Total convertible notes payable | $ 75,000 | ||
8% Convertible Note Due September 9, 2018 [Member] | |||
Date Issued/Funded | Sep. 9, 2018 | ||
Total convertible notes payable | $ 40,000 | ||
8% Convertible Note Due March 14, 2017 [Member] | |||
Date Issued/Funded | Mar. 14, 2016 | ||
8% Convertible Note Due September 6, 2017 [Member] | |||
Date Issued/Funded | Sep. 6, 2017 | Sep. 6, 2017 | |
Total convertible notes payable | $ 40,000 | ||
10% Convertible Note Due April 30, 2019 [Member] | |||
Date Issued/Funded | Apr. 30, 2016 | ||
Total convertible notes payable | $ 67,986 |
Convertible Notes Payable (De23
Convertible Notes Payable (Details Narrative) - USD ($) | Sep. 09, 2017 | Feb. 09, 2017 | Jan. 06, 2017 | May 26, 2016 | Mar. 14, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 |
Amortization of discount | $ 269,595 | $ 211,077 | $ 143,413 | $ 64,354 | |||||||
Discount on issuance of convertible note payable | 146,926 | ||||||||||
Gain on debt modification | 12,400 | ||||||||||
8% Convertible Note Due March 14, 2017 [Member] | |||||||||||
Refinanced amount | $ 68,991 | ||||||||||
Conversion price (in dollars per shares) | $ 0.00005 | ||||||||||
Discount on issuance of convertible note payable | $ 68,991 | ||||||||||
Gain on debt modification | 7,628 | ||||||||||
8% Convertible Note Due March 14, 2017 [Member] | |||||||||||
Principal value | $ 65,000 | ||||||||||
Conversion price (in dollars per shares) | $ 0.00005 | ||||||||||
Discount on issuance of convertible note payable | $ 68,991 | ||||||||||
Proceeds from issuance of debt | $ 48,449 | $ 16,551 | |||||||||
Description of collateral | The note was secured by the note receivable for $65,000 from the same party. | ||||||||||
8% Convertible Note Due March 14, 2017 [Member] | |||||||||||
Principal value | $ 65,000 | ||||||||||
Conversion price (in dollars per shares) | $ 0.00005 | ||||||||||
8% Convertible Note Due May 26, 2017 [Member] | |||||||||||
Principal value | $ 75,000 | ||||||||||
Conversion price (in dollars per shares) | $ 0.00005 | ||||||||||
8% Convertible Note Due September 6, 2017 [Member] | |||||||||||
Principal value | $ 75,000 | ||||||||||
Description of collateral | The note was secured by the note receivable for $75,000 from the same party. | ||||||||||
8% Convertible Note Due September 9, 2018 [Member] | |||||||||||
Principal value | $ 40,000 | ||||||||||
Conversion price (in dollars per shares) | $ 0.000055 | ||||||||||
Description of collateral | The note was secured by the note receivable for $40,000 from the same party. | ||||||||||
8% Convertible Note Due September 9, 2018 [Member] | |||||||||||
Principal value | $ 40,000 | ||||||||||
Convertible Notes Payable [Member] | |||||||||||
Debt amount converted | $ 222,615 | $ 80,128 | |||||||||
Number of common shares issued upon conversion of debt | 3,244,944 | 343,719 | |||||||||
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 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Convertible Notes Payable [Member] - USD ($) | 9 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Debt amount converted | $ 222,615 | $ 80,128 |
Number of shares issued upon conversion of debt | 3,244,944 | 343,719 |
February 13, 2017 [Member] | ||
Debt amount converted | $ 16,619 | |
Number of shares issued upon conversion of debt | 151,085 | |
February 22, 2017 [Member] | ||
Debt amount converted | $ 25,066 | |
Number of shares issued upon conversion of debt | 227,870 | |
March 6, 2017 [Member] | ||
Debt amount converted | $ 23,629 | |
Number of shares issued upon conversion of debt | 214,807 | |
March 21, 2017 [Member] | ||
Debt amount converted | $ 12,784 | |
Number of shares issued upon conversion of debt | 102,168 | |
March 30, 2017 [Member] | ||
Debt amount converted | $ 21,346 | |
Number of shares issued upon conversion of debt | 170,595 | |
April 7, 2017 [Member] | ||
Debt amount converted | $ 10,690 | |
Number of shares issued upon conversion of debt | 92,558 | |
April 20, 2017 [Member] | ||
Debt amount converted | $ 35,372 | |
Number of shares issued upon conversion of debt | 321,567 | |
May 22, 2017 [Member] | ||
Debt amount converted | $ 10,055 | |
Number of shares issued upon conversion of debt | 130,582 | |
May 30, 2017 [Member] | ||
Debt amount converted | $ 650 | |
Number of shares issued upon conversion of debt | 65,000 | |
June 2, 2017 [Member] | ||
Debt amount converted | $ 10,079 | |
Number of shares issued upon conversion of debt | 160,748 | |
June 2, 2017 [Member] | ||
Debt amount converted | $ 650 | |
Number of shares issued upon conversion of debt | 65,000 | |
June 13, 2017 [Member] | ||
Debt amount converted | $ 11,113 | |
Number of shares issued upon conversion of debt | 202,060 | |
June 30, 2017 [Member] | ||
Debt amount converted | $ 10,140 | |
Number of shares issued upon conversion of debt | 290,344 | |
July 12, 2017 [Member] | ||
Debt amount converted | $ 10,167 | |
Number of shares issued upon conversion of debt | 308,078 | |
July 25, 2017 [Member] | ||
Debt amount converted | $ 13,255 | |
Number of shares issued upon conversion of debt | 401,624 | |
August 8, 2017 [Member] | ||
Debt amount converted | $ 11,000 | |
Number of shares issued upon conversion of debt | 340,858 | |
March 17, 2016 [Member] | ||
Debt amount converted | $ 5,001 | |
Number of shares issued upon conversion of debt | 8,266 | |
March 30, 2016 [Member] | ||
Debt amount converted | $ 10,031 | |
Number of shares issued upon conversion of debt | 16,887 | |
April 6, 2016 [Member] | ||
Debt amount converted | $ 850 | |
Number of shares issued upon conversion of debt | 85,000 | |
April 12, 2016 [Member] | ||
Debt amount converted | $ 11,065 | |
Number of shares issued upon conversion of debt | 20,322 | |
April 21, 2016 [Member] | ||
Debt amount converted | $ 20,158 | |
Number of shares issued upon conversion of debt | 40,271 | |
May 18, 2016 [Member] | ||
Debt amount converted | $ 22,074 | |
Number of shares issued upon conversion of debt | 49,857 | |
May 31, 2016 [Member] | ||
Debt amount converted | $ 10,009 | |
Number of shares issued upon conversion of debt | 29,116 | |
June 28, 2016 [Member] | ||
Debt amount converted | $ 940 | |
Number of shares issued upon conversion of debt | 94,000 |