Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2018 | Dec. 14, 2018 | |
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, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Entity Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 32,181,584 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,019 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Oct. 31, 2018 | Jan. 31, 2018 |
CURRENT ASSETS | ||
Deposits | $ 110,929 | $ 12,325 |
Total current assets | 110,929 | 12,325 |
TOTAL ASSETS | 110,929 | 12,325 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 458,480 | 458,480 |
Accounts payable to related party | 83,692 | 83,692 |
Advances payable | 3,450 | 3,450 |
Current portion of convertible notes payable, in default | 230,833 | |
Current portion of convertible notes payable, net of discount of $333,832 and $224,861, respectively | 102,889 | 146,708 |
Current portion of accrued interest payable | 103,406 | 55,343 |
Total current liabilities | 982,750 | 747,673 |
Convertible notes payable, net of discount of $0 and $50,800, respectively | 17,185 | |
Accrued interest payable | 11,939 | |
TOTAL LIABILITIES | 982,750 | 776,797 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.001 par value; 480,000,000 shares authorized; 28,791,079 and 6,839,274 shares issued and outstanding at October 31, 2018 and January 31, 2018, respectively | 28,791 | 6,839 |
Series E preferred stock, $0.001 par value; 20,000,000 shares authorized; 1,000,000 shares issued or outstanding at October 31, 2018 and January 31, 2018, respectively | 1,000 | 1,000 |
Additional paid-in capital | 7,516,358 | 5,661,911 |
Accumulated deficit | (8,417,970) | (6,434,222) |
Total stockholders' deficit | (871,821) | (764,472) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 110,929 | $ 12,325 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) | Oct. 31, 2018 | Jan. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Current portion of convertible notes payable, discount | $ 333,832 | $ 224,861 |
Convertible notes payable, discount | $ 0 | $ 50,800 |
Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, authorized | 480,000,000 | 480,000,000 |
Common Stock, issued | 28,791,079 | 6,839,274 |
Common Stock, outstanding | 28,791,079 | 6,839,274 |
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, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | |
Income Statement [Abstract] | ||||
REVENUE | $ 2,006 | |||
OPERATING EXPENSES | ||||
General and administrative | 1,507,186 | 25,842 | 1,633,387 | 116,285 |
LOSS FROM OPERATIONS | (1,507,186) | (25,842) | (1,631,381) | (116,285) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (206,251) | (28,590) | (352,367) | (302,288) |
Total other income (expense) | (206,251) | (28,590) | (352,367) | (302,288) |
NET LOSS | $ (1,713,437) | $ (54,432) | $ (1,983,748) | $ (418,573) |
NET LOSS PER COMMON SHARE - Basic and fully diluted (in dollars per share) | $ (0.12) | $ (0.01) | $ (0.21) | $ (0.09) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: Basic and fully diluted (in shares) | 13,794,138 | 6,196,810 | 9,303,902 | 4,887,756 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Common Stock [Member] | Series E Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
BALANCE, beginning at Jan. 31, 2017 | $ 2,982 | $ 1,000 | $ 5,235,652 | $ (5,915,190) | $ (675,556) |
BALANCE, 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 | $ 3,857 | 241,333 | 245,190 | ||
Common stock issued for debt conversion (in shares) | 3,857,614 | ||||
Beneficial conversion discount on issuance of convertible note payable | 184,926 | 184,926 | |||
Net loss | (519,032) | (519,032) | |||
BALANCE, end at Jan. 31, 2018 | $ 6,839 | $ 1,000 | 5,661,911 | (6,434,222) | (764,472) |
BALANCE, end (in shares) at Jan. 31, 2018 | 6,839,274 | 1,000,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued for debt conversion | $ 1,952 | 73,447 | 75,399 | ||
Common stock issued for debt conversion (in shares) | 1,951,805 | ||||
Beneficial conversion discount on issuance of convertible note payable | 337,000 | 337,000 | |||
Common stock issued to CEO for services | $ 20,000 | 1,444,000 | 1,464,000 | ||
Common stock issued to CEO for services (in shares) | 20,000,000 | ||||
Net loss | (1,983,748) | (1,983,748) | |||
BALANCE, end at Oct. 31, 2018 | $ 28,791 | $ 1,000 | $ 7,516,358 | $ (8,417,970) | $ (871,821) |
BALANCE, end (in shares) at Oct. 31, 2018 | 28,791,079 | 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, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | Jan. 31, 2018 | |
CASH FLOW FROM OPERATING ACTIVITIES: | |||||
Net Loss | $ (1,713,437) | $ (54,432) | $ (1,983,748) | $ (418,573) | $ (519,032) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Amortization of discount on convertible note payable | 298,567 | 269,595 | |||
Issuance of common stock to CEO for services | 1,464,000 | ||||
Changes in operating assets and liabilities: | |||||
Deposits | (98,604) | 15,550 | |||
Accounts payable and accrued liabilities | (52,604) | ||||
Accounts payable to related party | 38,892 | ||||
Accrued interest payable | 37,785 | 38,215 | |||
NET CASH USED IN OPERATING ACTIVITIES | (282,000) | (108,925) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from convertible notes payable | 337,000 | 108,925 | |||
Repayments of convertible notes payable | (55,000) | ||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 282,000 | 108,925 | |||
NET INCREASE (DECREASE) IN CASH | |||||
CASH, at the beginning of the period | |||||
CASH, at the end of the period | |||||
Cash paid during the period for: | |||||
Interest | |||||
Taxes | |||||
Noncash investing and financing transaction: | |||||
Beneficial conversion discount on convertible note payable | 337,000 | 146,926 | |||
Conversion of convertible notes payable. | 75,399 | 222,615 | |||
Deposit received for convertible note payable | $ 38,000 |
General Organization and Busine
General Organization and Business | 9 Months Ended |
Oct. 31, 2018 | |
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, 2018 | |
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, 2018, we had a net loss of $1,983,748 and negative cash flow from operating activities of $282,000. As of October 31, 2018, we had negative working capital of $871,821. 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, 2018 | |
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, 2018 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, 2018 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2019. 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4. Related Party Transactions During the nine months ended October 31, 2018, we incurred salary expense of $61,000 related to services provided by our former CEO Christopher Brown. We paid Mr. Brown $61,000 in salary during the nine months ended October 31, 2018. As of October 31, 2018, we owe Mr. Brown $89,200, which is recorded on the balance sheet in “Accounts Payable - Related Party.” During the nine months ended October 31, 2018, we incurred and paid salary expense of $7,500 related to services provided by our current CEO Sydney Jim. Additionally, on October 2, 2018, we issued 20,000,000 shares of common stock to Mr. Jim for services. The shares were valued at $1,464,000 based on the fair market value of the stock on the date of issuance. |
Advances
Advances | 9 Months Ended |
Oct. 31, 2018 | |
Payables and Accruals [Abstract] | |
Advances | Note 5. Advances As of October 31, 2018 and January 31, 2018, 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, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 6. Convertible Notes Payable Convertible notes payable consists of the following as of October 31, 2018 and January 31, 2018: October 31, 2018 January 31, 2018 Convertible note, dated October 31, 2015, bearing interest at 10% per annum, maturing on October 31, 2017 and convertible into shares of common stock at $0.01 per share, in default 72,640 72,640 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 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 September 6, 2016, 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 with a floor on the conversion price of $0.00005 — 18,000 Convertible note, dated September 6, 2016, 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 with a floor on the conversion price of $0.00005, in default — 40,000 Convertible note, dated February 6, 2018, bearing interest at 8% per annum, maturing November 6, 2018, and convertible into shares of common stock at a 45% discount to the lowest trading price in the 20 days prior to conversion with a floor on the conversion price of $0.00005 150,000 — Convertible note, dated February 6, 2018, bearing interest at 8% per annum, maturing November 6, 2018, and convertible into shares of common stock at a 45% discount to the lowest trading price in the 20 days prior to conversion with a floor on the conversion price of $0.00005 136,000 — Convertible note, dated October 10, 2018, bearing interest at 8% per annum, maturing July 17, 2019, and convertible into shares of common stock at a 39% discount to the lowest trading price in the 15 days prior to conversion — — Total convertible notes payable $ 517,554 $ 439,554 Less: current portion of convertible notes payable (517,554 ) (371,569 ) Less: discount on noncurrent convertible notes payable — (50,800 ) Convertible notes payable - non-current, net of discount $ — $ 17,185 Current portion of convertible notes payable $ 517,554 $ 371,569 Less: discount on current convertible notes payable (333,832 ) (224,861 ) Convertible notes payable, net of discount $ 333,722 $ 146,708 Issuance of Convertible Promissory Notes During the nine months ended October 31, 2018 and 2017, 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 February 6, 2018 November 6, 2018 8% 45% discount $ 150,000 October 10, 2018 July 17, 2019 8% 39% discount $ 55,000 October 23, 2018 October 23, 2019 8% 45% discount $ 150,000 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 Convertible Promissory Notes Issued for Cash On February 6, 2018, we issued a convertible promissory note to a third party for cash. The note (the “front-end note”) was in the amount of $150,000, and it matures on November 6, 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 $0.00005. 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 October 10, 2018, we issued a convertible promissory note to a third party for cash received of $52,000. The note was in the amount of $55,000, and it matures on July 17, 2019. The note bears interest at 8% per year and is convertible into shares of our common stock at a 39% discount to our lowest trading price over the preceding 15 days. On October 23, 2018, we issued a convertible promissory note to the same third party for cash. The note (the “back-end note”) was in the amount of $150,000, and it matures on October 23, 2019. 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 Repayment of Convertible Promissory Note Issued for Cash On October 10, 2018, we issued a convertible promissory note to a third party for cash received of $52,000. The note was in the amount of $55,000, and it matures on July 17, 2019. The note bears interest at 8% per year and is convertible into shares of our common stock at a 39% discount to our lowest trading price over the preceding 15 days. This note was paid in full on October 31, 2018 with a payment of $63,514 including principal, accrued interest and prepayment penalties. Conversions to Common Stock 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 7. 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, 2018, the holders of our convertible promissory notes converted $75,399 of principal and accrued interest into 1,951,805 shares of our common stock. See Note 7. 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, 2018 | |
STOCKHOLDERS' DEFICIT | |
Stockholders' Equity | Note 7. Stockholders’ Equity On October 2, 2018, we issued 20,000,000 shares of common stock to Mr. Jim for services. The shares were valued at $1,464,000 based on the fair market value of the stock on the date of the employment agreement. Conversions to common stock During nine months ended October 31, 2018, 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 April 26, 2018 $ 18,904 343,709 September 12, 2018 21,209 550,094 September 28, 2018 21,280 552,727 October 25, 2018 14,006 505,275 Total $ 75,399 1,951,805 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 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8. Subsequent Events On November 5, 2018, the Company issued 965,252 shares of common stock upon conversion of our convertible note payable in the principal and interest amount of $11,000. On November 29, 2018, the Company issued 2,425,253 shares of common stock upon conversion of our convertible note payable in the principal and interest amount of $26,678. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2018 | |
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, 2018 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, 2018 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2019. |
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) | 9 Months Ended |
Oct. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Convertible notes payable consists of the following as of October 31, 2018 and January 31, 2018: October 31, 2018 January 31, 2018 Convertible note, dated October 31, 2015, bearing interest at 10% per annum, maturing on October 31, 2017 and convertible into shares of common stock at $0.01 per share, in default 72,640 72,640 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 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 September 6, 2016, 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 with a floor on the conversion price of $0.00005 — 18,000 Convertible note, dated September 6, 2016, 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 with a floor on the conversion price of $0.00005, in default — 40,000 Convertible note, dated February 6, 2018, bearing interest at 8% per annum, maturing November 6, 2018, and convertible into shares of common stock at a 45% discount to the lowest trading price in the 20 days prior to conversion with a floor on the conversion price of $0.00005 150,000 — Convertible note, dated February 6, 2018, bearing interest at 8% per annum, maturing November 6, 2018, and convertible into shares of common stock at a 45% discount to the lowest trading price in the 20 days prior to conversion with a floor on the conversion price of $0.00005 136,000 — Convertible note, dated October 10, 2018, bearing interest at 8% per annum, maturing July 17, 2019, and convertible into shares of common stock at a 39% discount to the lowest trading price in the 15 days prior to conversion — — Total convertible notes payable $ 517,554 $ 439,554 Less: current portion of convertible notes payable (517,554 ) (371,569 ) Less: discount on noncurrent convertible notes payable — (50,800 ) Convertible notes payable - non-current, net of discount $ — $ 17,185 Current portion of convertible notes payable $ 517,554 $ 371,569 Less: discount on current convertible notes payable (333,832 ) (224,861 ) Convertible notes payable, net of discount $ 333,722 $ 146,708 |
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 February 6, 2018 November 6, 2018 8% 45% discount $ 150,000 October 10, 2018 July 17, 2019 8% 39% discount $ 55,000 October 23, 2018 October 23, 2019 8% 45% discount $ 150,000 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, 2018 | |
STOCKHOLDERS' DEFICIT | |
Schedule of conversions to common stock | During nine months ended October 31, 2018, 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 April 26, 2018 $ 18,904 343,709 September 12, 2018 21,209 550,094 September 28, 2018 21,280 552,727 October 25, 2018 14,006 505,275 Total $ 75,399 1,951,805 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 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | Jan. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss | $ (1,713,437) | $ (54,432) | $ (1,983,748) | $ (418,573) | $ (519,032) |
Cash flow from operating activities | (282,000) | $ (108,925) | |||
Working capital | $ (871,821) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Oct. 02, 2018 | Oct. 31, 2018 | Jan. 31, 2018 |
Salary expense | $ 61,000 | ||
Accounts payable, related party | 83,692 | $ 83,692 | |
Fair market value | 1,464,000 | ||
Mr. Christopher Brown [Member] | |||
Salary expense | 61,000 | ||
Accounts payable, related party | 89,200 | ||
Mr. Sydney Jim [Member] | |||
Salary expense | $ 7,500 | ||
Common stock, issued | 20,000,000 | ||
Fair market value | $ 1,464,000 |
Advances (Details Narrative)
Advances (Details Narrative) - USD ($) | Oct. 31, 2018 | Jan. 31, 2018 |
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, 2018 | Jan. 31, 2018 | Oct. 10, 2018 | Feb. 06, 2018 | |
Less: current portion of convertible notes payable | $ (102,889) | $ (146,708) | ||
Less: discount on noncurrent convertible notes payable | 0 | (50,800) | ||
Convertible notes payable, net of discount | 17,185 | |||
Less: current portion of convertible notes payable | 102,889 | 146,708 | ||
Less: discount on current convertible notes payable | (333,832) | (224,861) | ||
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 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 November 6, 2018 [Member] | ||||
Total convertible notes payable | $ 150,000 | $ 150,000 | ||
Debt instrument, issuance date | Feb. 6, 2018 | |||
Debt instrument, conversion price (in dollars per share) | $ 0.00005 | $ 0.00005 | ||
10% Convertible Note Due October 31, 2017 [Member] | ||||
Total convertible notes payable | $ 72,640 | $ 72,640 | ||
Debt instrument, issuance date | Oct. 31, 2015 | Oct. 31, 2015 | ||
Debt instrument, conversion price (in dollars per share) | $ 0.01 | $ 0.01 | ||
8% Convertible Note Due September 06, 2017 [Member] | ||||
Total convertible notes payable | $ 40,000 | |||
Debt instrument, issuance date | Sep. 6, 2016 | |||
Debt instrument, conversion price (in dollars per share) | $ 0.00005 | |||
8% Convertible Note Due September 6, 2017 [Member] | ||||
Total convertible notes payable | $ 18,000 | |||
Debt instrument, issuance date | Sep. 6, 2016 | |||
Debt instrument, conversion price (in dollars per share) | $ 0.00005 | |||
8% Convertible Note Due July 17, 2019 [Member] | ||||
Total convertible notes payable | $ 55,000 | |||
Debt instrument, issuance date | Oct. 10, 2018 | |||
Debt instrument, conversion price (in dollars per share) | $ 0.00005 | |||
Convertible Notes Payable [Member] | ||||
Total convertible notes payable | $ 517,554 | $ 439,554 | ||
Less: current portion of convertible notes payable | (517,554) | (371,569) | ||
Less: discount on noncurrent convertible notes payable | (50,800) | |||
Convertible notes payable, net of discount | 17,185 | |||
Less: current portion of convertible notes payable | 517,554 | 371,569 | ||
Less: discount on current convertible notes payable | (333,832) | (224,861) | ||
Convertible notes payable, net of discount | 333,722 | $ 146,708 | ||
8% Convertible Note Due November 6, 2018 [Member] | ||||
Total convertible notes payable | $ 136,000 | |||
Debt instrument, issuance date | Feb. 6, 2018 | |||
Debt instrument, conversion price (in dollars per share) | $ 0.00005 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Jan. 31, 2018 | Feb. 06, 2018 | |
8% Convertible Note Due March 14, 2017 [Member] | ||||
Date Issued/Funded | Mar. 14, 2016 | Mar. 14, 2016 | ||
Total convertible notes payable | $ 1,217 | $ 1,217 | ||
8% Convertible Note Due May 26, 2017 [Member] | ||||
Date Issued/Funded | May 26, 2016 | May 26, 2016 | ||
Total convertible notes payable | $ 67,986 | $ 67,986 | ||
8% Convertible Note Due September 06, 2017 [Member] | ||||
Date Issued/Funded | Sep. 6, 2016 | |||
Total convertible notes payable | $ 40,000 | |||
10% Convertible Note Due October 31, 2018 [Member] | ||||
Date Issued/Funded | Oct. 31, 2015 | Oct. 31, 2015 | ||
Total convertible notes payable | $ 156,976 | $ 156,976 | ||
10% Convertible Note Due October 31, 2017 [Member] | ||||
Date Issued/Funded | Oct. 31, 2015 | Oct. 31, 2015 | ||
Total convertible notes payable | $ 72,640 | $ 72,640 | ||
10% Convertible Note Due January 31, 2019 [Member] | ||||
Date Issued/Funded | Jan. 31, 2016 | Jan. 31, 2016 | ||
Total convertible notes payable | $ 82,735 | $ 82,735 | ||
8% Convertible Note Due September 6, 2017 [Member] | ||||
Date Issued/Funded | Sep. 6, 2016 | |||
Total convertible notes payable | $ 18,000 | |||
8% Convertible Note Due November 6, 2018 [Member] | ||||
Date Issued/Funded | Feb. 6, 2018 | |||
Total convertible notes payable | $ 150,000 | $ 150,000 | ||
Convertible Notes Payable [Member] | ||||
Total convertible notes payable | $ 517,554 | $ 439,554 | ||
8% Convertible Note Due July 17, 2019 [Member] | ||||
Date Issued/Funded | Oct. 10, 2018 | |||
Total convertible notes payable | $ 55,000 | |||
8% Convertible Note Due October 23, 2019 [Member] | ||||
Date Issued/Funded | Oct. 23, 2018 | |||
Total convertible notes payable | $ 150,000 | |||
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, 2017 | |||
Total convertible notes payable | $ 40,000 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details Narrative) - USD ($) | Oct. 31, 2018 | Oct. 23, 2018 | Oct. 10, 2018 | Feb. 06, 2018 | Oct. 31, 2018 | Oct. 31, 2017 | Jan. 31, 2018 |
Amortization of discount | $ 298,567 | $ 269,595 | |||||
Debt amount converted | 75,399 | 222,615 | |||||
Payment of debt including principal, accrued interest and prepayment penalties | $ 55,000 | ||||||
8% Convertible Note Due November 6, 2018 [Member] | |||||||
Principal value | $ 150,000 | ||||||
Conversion price (in dollars per shares) | $ 0.00005 | $ 0.00005 | $ 0.00005 | ||||
Beneficial conversion discount | $ 142,500 | ||||||
Convertible Notes Payable [Member] | |||||||
Debt amount converted | $ 75,399 | $ 222,615 | |||||
Number of common shares issued upon conversion of debt | 1,951,805 | 3,244,944 | |||||
10% Convertible Note Due October 31, 2018 [Member] | |||||||
Conversion price (in dollars per shares) | 0.50 | $ 0.50 | $ 0.50 | ||||
8% Convertible Note Due September 06, 2017 [Member] | |||||||
Conversion price (in dollars per shares) | 0.00005 | ||||||
10% Convertible Note Due October 31, 2017 [Member] | |||||||
Conversion price (in dollars per shares) | 0.01 | 0.01 | $ 0.01 | ||||
8% Convertible Note Due July 17, 2019 [Member] | |||||||
Principal value | $ 55,000 | ||||||
Conversion price (in dollars per shares) | $ 0.00005 | $ 0.00005 | |||||
Proceeds from issuance of debt | $ 52,000 | ||||||
Payment of debt including principal, accrued interest and prepayment penalties | $ 63,514 | ||||||
8% Convertible Note Due October 23, 2019 [Member] | |||||||
Principal value | $ 150,000 | ||||||
Conversion price (in dollars per shares) | $ 0.00005 | ||||||
Beneficial conversion discount | $ 142,500 | ||||||
April 26, 2018 [Member] | Convertible Notes Payable [Member] | |||||||
Debt amount converted | $ 18,904 | ||||||
Number of common shares issued upon conversion of debt | 343,709 | ||||||
April 7, 2017 [Member] | Convertible Notes Payable [Member] | |||||||
Debt amount converted | $ 10,690 | ||||||
Number of common shares issued upon conversion of debt | 92,558 | ||||||
April 20, 2017 [Member] | Convertible Notes Payable [Member] | |||||||
Debt amount converted | $ 35,372 | ||||||
Number of common shares issued upon conversion of debt | 321,567 | ||||||
February 13, 2017 [Member] | Convertible Notes Payable [Member] | |||||||
Debt amount converted | $ 16,619 | ||||||
Number of common shares issued upon conversion of debt | 151,085 | ||||||
February 22, 2017 [Member] | Convertible Notes Payable [Member] | |||||||
Debt amount converted | $ 25,066 | ||||||
Number of common shares issued upon conversion of debt | 227,870 | ||||||
March 6, 2017 [Member] | Convertible Notes Payable [Member] | |||||||
Debt amount converted | $ 23,629 | ||||||
Number of common shares issued upon conversion of debt | 214,807 | ||||||
March 21, 2017 [Member] | Convertible Notes Payable [Member] | |||||||
Debt amount converted | $ 12,784 | ||||||
Number of common shares issued upon conversion of debt | 102,168 | ||||||
March 30, 2017 [Member] | Convertible Notes Payable [Member] | |||||||
Debt amount converted | $ 21,346 | ||||||
Number of common shares issued upon conversion of debt | 170,595 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 9 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Debt amount converted | $ 75,399 | $ 222,615 |
Convertible Notes Payable [Member] | ||
Debt amount converted | $ 75,399 | $ 222,615 |
Number of shares issued upon conversion of debt | 1,951,805 | 3,244,944 |
February 13, 2017 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 16,619 | |
Number of shares issued upon conversion of debt | 151,085 | |
February 22, 2017 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 25,066 | |
Number of shares issued upon conversion of debt | 227,870 | |
March 6, 2017 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 23,629 | |
Number of shares issued upon conversion of debt | 214,807 | |
March 21, 2017 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 12,784 | |
Number of shares issued upon conversion of debt | 102,168 | |
March 30, 2017 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 21,346 | |
Number of shares issued upon conversion of debt | 170,595 | |
April 7, 2017 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 10,690 | |
Number of shares issued upon conversion of debt | 92,558 | |
April 20, 2017 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 35,372 | |
Number of shares issued upon conversion of debt | 321,567 | |
May 22, 2017 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 10,055 | |
Number of shares issued upon conversion of debt | 130,582 | |
May 30, 2017 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 650 | |
Number of shares issued upon conversion of debt | 65,000 | |
June 2, 2017 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 10,079 | |
Number of shares issued upon conversion of debt | 160,748 | |
June 2, 2017 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 650 | |
Number of shares issued upon conversion of debt | 65,000 | |
June 13, 2017 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 11,113 | |
Number of shares issued upon conversion of debt | 202,060 | |
June 30, 2017 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 10,140 | |
Number of shares issued upon conversion of debt | 290,344 | |
July 12, 2017 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 10,167 | |
Number of shares issued upon conversion of debt | 308,078 | |
July 25, 2017 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 13,255 | |
Number of shares issued upon conversion of debt | 401,624 | |
August 8, 2017 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 11,000 | |
Number of shares issued upon conversion of debt | 340,858 | |
April 26, 2018 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 18,904 | |
Number of shares issued upon conversion of debt | 343,709 | |
September 12, 2018 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 21,209 | |
Number of shares issued upon conversion of debt | 550,094 | |
September 28, 2018 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 21,280 | |
Number of shares issued upon conversion of debt | 552,727 | |
October 25, 2018 [Member] | Convertible Notes Payable [Member] | ||
Debt amount converted | $ 14,006 | |
Number of shares issued upon conversion of debt | 505,275 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Oct. 02, 2018 | Oct. 31, 2018 |
Fair market value | $ 1,464,000 | |
Mr. Sydney Jim [Member] | ||
Common stock, issued | 20,000,000 | |
Fair market value | $ 1,464,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 29, 2018 | Nov. 05, 2018 | Oct. 31, 2018 | Jan. 31, 2018 |
Interest Payable | $ 75,399 | $ 245,190 | ||
Subsequent Event [Member] | ||||
Common stock conversion | 2,425,253 | 965,252 | ||
Interest Payable | $ 26,678 | $ 11,000 |