Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2015 | Dec. 04, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Gawk Inc. | |
Entity Central Index Key | 1,546,392 | |
Trading Symbol | gawk | |
Current Fiscal Year End Date | --01-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 216,388,063 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Oct. 31, 2015 | Jan. 31, 2015 |
Current Assets | ||
Cash | $ 36,804 | $ 255,455 |
Marketable securities - available for sale | 157,500 | 28,950 |
Accounts receivable | 17,977 | 10,862 |
Due from Net D | 34,542 | |
Deposit - Cipherloc | 1,125,000 | 1,125,000 |
Deferred financing cost assets | 15,917 | |
Total Current Assets | 1,387,740 | 1,420,267 |
Web equipment, net of depreciation of $58,992 and $14,748 | 117,983 | 162,227 |
Intangible assets and proprietary technology, net of amortization $230,559 and $36,749 | 711,807 | 404,238 |
Goodwill | 4,865,530 | 1,310,908 |
TOTAL ASSETS | 7,083,060 | 3,297,640 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 474,974 | 330,384 |
Note payable | 385,000 | 10,000 |
Current portion of convertible note payable, net of discount $73,897 and $208,950 | 1,861,603 | 1,591,050 |
Investor payable - common shares | 2,504,000 | 1,154,000 |
Preferred shares payable | 17,500 | 1,000,000 |
Due to related parties | 262,016 | 188,854 |
Derivative liabilities | 666,430 | |
Total Current Liabilities | 6,171,523 | $ 4,274,288 |
Convertible note payable, net of discount $29,166 and $0 | 4,167 | |
TOTAL LIABILITIES | 6,175,690 | $ 4,274,288 |
Stockholders' Equity (Deficit) | ||
Common stock, $0.001 par value, 650,000,000 shares authorized; 215,638,063 and 161,732,000 issued and outstanding | 215,638 | 161,732 |
Additional paid in capital | 9,354,144 | 6,176,599 |
Accumulated other comprehensive income (loss) | (442) | |
Accumulated deficit | (8,662,413) | (7,314,538) |
Total Stockholders' Equity (Deficit) | 907,370 | (976,648) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 7,083,060 | 3,297,640 |
Series A Preferred stock | ||
Stockholders' Equity (Deficit) | ||
Preferred stock, value | $ 1 | $ 1 |
Series B Preferred stock | ||
Stockholders' Equity (Deficit) | ||
Preferred stock, value | ||
Series C Preferred stock | ||
Stockholders' Equity (Deficit) | ||
Preferred stock, value |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Oct. 31, 2015 | Jan. 31, 2015 |
Accumulated depreciation on web equipment (in dollars) | $ 58,992 | $ 14,748 |
Accumulated amortization on intangible assets (in dollars) | 230,559 | 36,749 |
Discount on convertible note payable (in dollars) | 73,897 | 208,950 |
Discount on convertible note payable, non current portion (in dollars) | $ 29,166 | $ 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 650,000,000 | 650,000,000 |
Common stock, shares issued | 215,638,063 | 161,732,000 |
Common stock, shares outstanding | 215,638,063 | 161,732,000 |
Series A Preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Series B Preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100 | 100 |
Preferred stock, shares issued | 10 | 7 |
Preferred stock, shares outstanding | 10 | 7 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Consolidated Statements of Operations and Comprehensive Income (Loss) [Abstract] | ||||
Revenues | $ 526,761 | $ 105,000 | $ 1,143,422 | $ 105,000 |
Cost of revenues | 332,704 | 725,333 | ||
Gross profit | 194,057 | 105,000 | 418,089 | 105,000 |
Operating Expenses | ||||
General and administration | 616,247 | 498,716 | 1,186,522 | 1,774,647 |
Research and development | 79,838 | 2,500 | 611,980 | |
Legal settlement | 2,550,000 | 2,550,000 | ||
Related party payments | 401,035 | |||
Depreciation and amortization | 93,278 | 238,053 | ||
Total operating expenses | 709,525 | 3,128,554 | 1,427,075 | 5,337,662 |
Net loss from operations | (515,468) | (3,023,554) | (1,008,986) | (5,232,662) |
Other income (expense) | ||||
Interest income | 820 | 3 | 820 | |
Interest expense | (161,868) | (94,714) | (431,174) | (94,714) |
Unrealized gain (loss) on marketable securities | (52,500) | (35,100) | 128,550 | (35,100) |
Change in fair value of derivative liabilities | (36,268) | (36,268) | ||
Total other income (expense) | (250,636) | (128,994) | (338,889) | (128,994) |
Net loss | (766,104) | (3,152,548) | (1,347,875) | (5,361,656) |
Other comprehensive income (loss) | 442 | |||
Comprehensive Loss | $ (766,104) | $ (3,152,548) | $ (1,347,433) | $ (5,361,656) |
Basic and dilutive loss per share (in dollars per share) | $ 0 | $ (0.02) | $ (0.01) | $ (0.03) |
Weighted average number of shares outstanding (in shares) | 196,682,424 | 152,856,522 | 182,828,588 | 170,969,963 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,347,875) | $ (5,361,656) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Common stock issued for services | 150,083 | |
Common stock issued for legal settlement | 54,000 | |
Stock-based compensation | 216,000 | |
Amortization of debt discount | 280,720 | 59,700 |
Amortization of deferred financing cost | 3,583 | |
Revenues from the receipt of securities for consulting | (105,000) | |
Unrealized (gain) loss on marketable securities | (128,550) | 35,100 |
Depreciation and amortization | 238,053 | |
Convertible note payable due to legal settlement | 1,800,000 | |
Expenses for conversion of debt | 8,540 | |
Change in fair value of derivative liabilities | 36,268 | |
(Increase) decrease in operating assets: | ||
Accounts receivable | (7,115) | (840) |
Due from Net D | (34,542) | |
Increase (decrease) in operating liabilities: | ||
Accounts payable and accrued liabilities | 138,330 | 146,552 |
Due to related party | 73,162 | |
Net Cash Used in Operating Activities | (319,343) | (3,426,144) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Deposit for license agreement | (1,125,000) | |
Acquisition of intangible property | (138,250) | |
Net Cash (Used in) Investing Activities | (138,250) | (1,125,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Advances from shareholder | 53,354 | |
Proceeds (Refund) of subscription payable | (150,000) | |
Proceeds from notes payable | 25,000 | |
Proceeds from convertible notes, net of original issue discounts | 210,500 | |
Payment of deferred financing costs | (19,500) | |
Proceeds for investor payable | 699,200 | |
Proceeds from the sale of Preferred C stock | 3,300,000 | |
Proceeds from preferred share payable | 17,500 | |
Proceeds from issuance of stock | 5,000 | |
Net Cash Provided By Financing Activities | 238,500 | 3,902,554 |
Effect of exchange rate changes | 442 | |
Net decrease in cash and cash equivalents | (218,651) | (648,590) |
Cash and cash equivalents, beginning of period | 255,455 | 1,034,210 |
Cash and cash equivalents, end of period | $ 36,804 | $ 385,620 |
Supplemental cash flow information | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Non-cash transactions: | ||
Common stock exchanged for Preferred A | $ 150,000 | |
Debt from RND Media | 10,000 | |
Preferred stock issued for acquisition | $ 2,000,000 | |
Preferred share payable exchanged for preferred C stock | 1,000,000 | |
Acquisition of goodwill | 3,554,622 | |
Issuance of preferred shares payable for acquisition | 1,000,000 | |
Issuance of investor payable for acquisition | 1,556,000 | |
Issuance of common stock for conversion of debt and accrued interest | 64,030 | |
Preferred converted into common | 788,000 | |
Assets assumed from acquisition | 797,597 | |
Common shares exchanged for warrant | 206,000 | |
Intangible assets assumed from acquisition | 363,128 | |
Accounts payable assumed from acquisition | 11,750 | 1,535 |
Note payable assumed from acquisition | 350,000 | |
Derivative liability recognized as debt discount | 166,500 | 358,200 |
Options issued for acquisition | $ 879,932 | |
Derivative resolution - conversion | 122,588 | |
Derivative resolution - Reclassification due to tainted instruments | $ 586,250 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Oct. 31, 2015 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 - DESCRIPTION OF BUSINESS We were incorporated in the state of Nevada on January 6, 2011 and our principal business address is 5300 Melrose Avenue, Suite 42, Los Angeles, CA 90038 telephone number 888-754-6190. We have a January 31 fiscal year end. Gawk is focused on becoming our business customers' single source for leveraging the increasing power of the cloud, providing essential services that form the foundation for successful migration to, and efficient use of, the cloud. Our cloud computing and Infrastructure as a Service ("IaaS") solutions are designed to provide our customers with a platform on which additional cloud services can be layered. Complemented by Software as a Service ("SaaS") solutions such as storage, security and business continuity, our advanced cloud offerings allow our customers to experience the increased efficiencies and agility delivered by the cloud. Gawk's cloud-based services are flexible, scalable and rapidly deployed, reducing our customers' cost of ownership while increasing their productivity. |
BASIS OF PRESENTATION OF INTERI
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS | 9 Months Ended |
Oct. 31, 2015 | |
Basis of Presentation of Interim Financial Statements [Abstract] | |
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS | NOTE 2 – BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS Basis of Presentation of Interim Financial Statements The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q/A and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended October 31, 2015 are not necessarily indicative of the results that may be expected for the year ending January 31, 2016. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2015 have been omitted; this report should be read in conjunction with the audited consolidated financial statements and the footnotes thereto for the fiscal year ended January 31, 2015 included within its Form 10-K as filed with the Securities and Exchange Commission. Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates. Revenue Recognition The company pursues opportunities to realize revenues from consulting services. It is the company's policy that revenues and gains will be recognized in accordance with ASC Topic 605-10-25, "Revenue Recognition." Under ASC Topic 605-10-25, revenue earning activities are recognized when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company typically is paid in cash or stock. When paid in stock the Company books the stock as Securities Available For Sale. The Company recognizes the revenue based on the current price per share of the stock received at the date the services are complete and prior to completion, interim measurements are taken at each reporting date. At the time the Company sells or otherwise disposes the shares, the company will record any realized gain or loss on the sale of the stock. After a measurement date has been reached for revenue recognition purposes, interim changes in fair value of the stock are reflected in Other Comprehensive Income (Loss) as an unrealized gain (loss). Fair Value of Financial Instruments The Company's financial instruments consist primarily of cash, accounts payable and accrued expenses, and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The Company adopted ASC Topic 820, Fair Value Measurements The three-level hierarchy for fair value measurements is defined as follows: · Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets; · Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; · Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement The following table summarizes fair value measurements by level at October 31, 2015 and January 31, 2015 measured at fair value on a recurring basis: October 31, 2015 Level 1 Level 2 Level 3 Total Marketable securities- available for sale 157,500 - - 157,500 Total assets 157,500 - - 157,500 Derivative liabilities - - 666,430 666,430 Total liabilities - - 666,430 666,430 January 31, 2015 Level 1 Level 2 Level 3 Total Marketable securities- available for sale 28,950 - - 28,950 Total assets 28,950 - - 28,950 Derivative liabilities - - - - Total liabilities - - - - Recent Accounting Pronouncements No accounting standards or interpretations issued recently are expected to a have a material impact on the Company's financial position, operations or cash flows. |
GOING CONCERN ISSUES
GOING CONCERN ISSUES | 9 Months Ended |
Oct. 31, 2015 | |
Going Concern Issues [Abstract] | |
GOING CONCERN ISSUES | NOTE 3 - GOING CONCERN ISSUES The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has a net loss for the nine months ended October 31, 2015 of $1,347,875, an accumulated deficit of $8,662,413, cash flows used in operating activities of $319,343 and needs additional cash to maintain its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company's continued existence is dependent upon management's ability to develop profitable operations, continued contributions from the Company's executive officers to finance its operations and the ability to obtain additional funding sources to explore potential strategic relationships and to provide capital and other resources for the further development and marketing of the Company's products and business. |
MARKETABLE SECURIITES
MARKETABLE SECURIITES | 9 Months Ended |
Oct. 31, 2015 | |
Marketable Securities [Abstract] | |
MARKETABLE SECURITIES | NOTE 4 – MARKETABLE SECURIITES On September 4, 2014 Cloud issued 3,000,000 common shares through a consulting agreement with Gawk, Inc. valued at $105,000 at the trading price of $.035 per share and the common stock issued to Gawk for consulting has been accounted as a marketable securities valued at $105,000. The services have been earned and completed in accordance with the agreement. The Company fair valued the marketable security available for sale at October 31, 2015 and recorded a gain on change in fair value of the asset of $128,550. Total available security available for sale at October 31, 2015 is $157,500. |
LICENSING AGREEMENT _ DEPOSIT
LICENSING AGREEMENT / DEPOSIT | 9 Months Ended |
Oct. 31, 2015 | |
Licensing Agreement / Deposit [Abstract] | |
LICENSING AGREEMENT / DEPOSIT | NOTE 5 – LICENSING AGREEMENT / DEPOSIT On June 11, 2014 we entered into a license and subscription agreement with Cloud Medical Doctor Software Corporation formerly National Scientific Corporation (NSCT) which changed it’s name to Cipher Loc Corporation and ticker symbol to (CLOK) ("Cloud") for $1,125,000. The agreement grants to us a non-exclusive encryption license agreement which entitles us to utilize Cloud's encryption software solution within the Customer's business. We purchased a 48 months encryption licensing agreement to incorporate into our existing web based software. The licensing agreement will protect members of our platform from hackers and other privacy intrusion vehicles. CipherLoc has various features that will further protect our members and end users of our web developed platform. As of October 31 2015 the software has not been delivered to the Company, as such the cash paid for the encryption licensing agreement has been accounted as a deposit for $1,125,000. |
STOCK PAYABLE
STOCK PAYABLE | 9 Months Ended |
Oct. 31, 2015 | |
Stock Payable [Abstract] | |
STOCK PAYABLE | NOTE 6 – STOCK PAYABLE Investor payable - common shares On May 1, 2015, the Company recorded $1,556,000 as an investor payable which shall be converted to 40,000,000 common shares for acquisition of assets (Note 7). Preferred Stock Payable On October 30, 2014, the Company recorded $1,000,000 as preferred share payable which shall be converted to 1 Preferred Series C share for acquisition of assets. On April 9, 2015, the Company issued 1 Preferred Series C share (Note 7). On May 1, 2015, the Company recorded $2,000,000 as preferred share payable which shall be converted to 2 Preferred Series C shares for acquisition of assets. On October 26, 2015, the Company issued 2 Preferred Series C shares (Note 7). On June 24, 2015, the Company received $17,500 for the issuance of the 437,500 Preferred Series B shares. |
EQUITY
EQUITY | 9 Months Ended |
Oct. 31, 2015 | |
Equity [Abstract] | |
EQUITY | NOTE 7 - EQUITY Common stock The Company is authorized to issue 650,000,000 shares of common stock at a par value of $0.001. On November 4, 2014 a verified complaint was filed in Clark County, Nevada being case number A-14-709328-C against the Company by an investor known as James McCrink on behalf of the James E. McCrink Trust. The company and James E McCrink Trust reached a settlement on January 19, 2015 and issued 2,700,000 shares of common stock at a fair market value of $54,000 on February 17, 2015 in accordance with the settlement agreement. On February 13, 2015 the Company issued 4,587,156 shares for legal services rendered for $20,183. On March 20, 2015 the Company issued 9,000,000 shares with 3,000,000 shares going to each board member as compensation for serving on the board for a total of $36,900. On May 23, 2015, the Company issued 2,060,000 shares in converting warrant purchaser shares for a total consideration of $206,000 previously paid as investor payable. On August 20, 2015, the Company issued 5,000,000 shares to employees as payment for services rendered for $93,000. On October 21, 2015, the Company entered into two separate agreements with consultants to provide the Company with consulting services in exchange for common shares of 20,000,000 and 7,000,000, respectively, for a total of $216,000. During nine months ended October 31, 2015, an aggregate of 30,558,907 common shares were issued for the conversion of debt, accrued interest and associated fees of $64,030. As of October 31, 2015 and January 31, 2015, 215,638,063 and 161,732,000 shares of common stock were issued and outstanding, respectively. Series A Preferred stock The Company is authorized to issue 1,000 shares of series A preferred stock at a par value of $0.001. As of October 31, 2015 and January 31, 2015, 1,000 shares of series A preferred stock were issued and outstanding, respectively. Series B Preferred stock The Company is authorized to issue 50,000,000 shares of series B preferred stock at a par value of $0.001. As of October 31, 2015 and January 31, 2015, no shares of series B preferred stock were issued and outstanding, respectively. Series C Preferred stock The Company is authorized to issue 100 shares of series C preferred stock at a par value of $0.001. On April 9, 2015, the Company issued 1 series C preferred stock for acquisition of assets with fair value of $1,000,000. On October 26, 2015, the Company issued 2 Preferred Series C shares for acquisition of assets with fair value of $2,000,000. As of October 31, 2015 and January 31, 2015, 10 and 7 shares of Series C Preferred Stock were issued and outstanding, respectively. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 9 Months Ended |
Oct. 31, 2015 | |
Business Combination [Abstract] | |
BUSINESS COMBINATION | NOTE 8 – BUSINESS COMBINATION April 24, 2015, the Company entered into an asset purchase and sale agreement with Net D Consulting Inc. (Net D) which closed on May 1, 2015. The fair value of the consideration and the assets acquired is based on the aggregate value of the common stock issued in exchange for the software as shown below: The acquisition consisted of the purchase of a customer list and all of its business, which are considered to meet the definition of a business in accordance with FASB codification Topic 805, "Business Combinations", As such, the Company accounted for the acquisition as a business combination. Management determined that the Company was the acquirer in the business combination in accordance with FASB codification Topic 805, "Business Combinations", based on the following factors: (i) there was a change in control of Net D; (ii) the Company was the entity in the transaction that issued its equity instruments, and in a business combination, the acquirer usually is the entity that issues its equity interests; (iii) the Company's pre-transaction directors retained the largest relative voting rights of the Company post-transaction; (iv) the composition of the Company's current board of directors and management was the result of the appointment by the Company's pre-transaction directors. The purchase price paid for the Acquisition was $4,056,000 which included $150,000 in cash $350,000 note payable, 2 Preferred Series C shares convertible into $2,000,000 of common stock and 40,000,000 common shares valued at $1,556,000. The following table summarizes the fair value of the consideration paid by the Company and the fair value amounts assigned to the assets acquired on the acquisition date: May 1, 2015 Fair Value of Consideration: Cash $ 150,000 Note payable 350,000 40,000,000 common shares 1,556,000 2 Series Preferred C shares convertible into common shares 2,000,000 Total Purchase Price $ 4,056,000 Recognized amounts of identifiable assets acquired: Assets: Customer lists $ 501,378 Goodwill 3,554,622 Fair value of total assets $ 4,056,000 Revenues of $912,811 and net income of $41,542 since the acquisition date are included in the consolidated statements of operations and comprehensive income (loss) for the nine months ended October 31, 2015. The following (unaudited) Proforma consolidated results of operations have been prepared as if the acquisition had occurred at February 1, 2015 and 2014. Nine Months Ended October 31, 2015 2014 REVENUES 1,382,158 423,233 Net Loss (1,427,789 ) (5,636,869 ) Net loss per share basic and diluted $ (0.01 ) $ (0.03 ) Weighted average of shares outstanding 182,828,588 170,969,963 As of October 31, 2015, cash of $138,250 was paid, note payable of $350,000 was issued, 2 Preferred Series C Shares were issued with fair value of $2,000,000 and 40,000,000 common shares were not issued and still in stock payable of $1,556,000. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Oct. 31, 2015 | |
Convertible Notes Payable and Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 9 – CONVERTIBLE NOTES PAYABLE The Company had the following convertible notes payable outstanding as of October 31, 2015 and January 31, 2015: October 31, 2015 January, 31, 2015 Dated – August 22, 2014 1,750,000 1,800,000 Dated – July 31, 2015 65,000 - Dated - August 12, 2015 33,333 - Dated - August 18, 2015 38,000 - Dated - September 29, 2015 27,500 - Dated - October 7, 2015 26,500 - Dated - October 26, 2015 28,500 - Total notes payable $ 1,968,833 $ 1,800,000 Less: Discount (103,063 ) (208,950 ) Total 1,865,770 1,591,050 Less: current portion of convertible notes payable (1,861,603 ) (1,591,050 ) Long-term convertible notes payable $ 4,167 $ - The Company amortized the debt discount $280,720 and $59,700 for the nine months ended October 31, 2015 and 2014, respectively. Date – August 22, 2014 On June 17, 2014 a verified complaint was filed in Maricopa County, Arizona being case number CV 2014-008511 against the Company by an investor known as Doyle Knudson. On August 22, 2014 the parties settled this case recognizing that the settlement constitutes a compromise of disputed claims by the respective Parties, liability for which is expressly denied by the Parties. The summary of the settlement is as follows: The Company transferred $750,000 to Mr. Knudson on the day of settlement, executed a $1.8 million Convertible Promissory Note with a conversion price of $0.10 per share, a Settlement Agreement and amended Mr. Knudson’s Series C Preferred Stock Purchase Agreement to provide that Mr. Knudson can convert his seven (7) Series C Preferred shares into common stock at any time after the date of this Settlement Agreement. The Company has also amended the Certificate of Designation for the Series C Preferred shares to reflect that the shares are convertible on any date after the date of this Settlement Agreement as reflected in the Amendment to the Certificate of Designation. The total value of the legal settlement was $2,550,000. Mr. Knudson has filed a Stipulation to Dismiss the Lawsuit with prejudice. On May 21, 2015, the $50,000 of convertible note was transferred and the agreement was amended. The note payable is convertible at the option of the holder at a conversion price per share equal to 50% of the lowest closing bid price for the common stock during 30 trading days immediately preceding a conversion. The Company valued the conversion feature at the issue date (May 21, 2015) at $268,997 using the Black Scholes valuation model. $50,000 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as a reduction (contra-liability) to the convertible debenture and was fully amortized during the nine months ended October 31, 2015. The balance of $218,997 of the value assigned to the derivative liability was expensed on the issue date of the convertible note. During the nine months ended October 31, 2015, the convertible note of $50,000, accrued interest of $5,490, and the associated fees of this conversion of $8,540 were converted into 30,558,907 common shares and $122,588 of derivative resolution due to conversions were move out of liabilities to equity. As a result of the amendment the original $1,750,000 convertible note is considered tainted and the Company has recorded the related derivative liability. As of October 31, 2015, the outstanding principal balance of the note was $1,750,000 and the note had accrued interest of $209,012. Debt discount of $208,950 was amortized for the nine months ended October 31, 2015. Dated – July 31, 2015 On July 31, 2015, the Company issued a $65,000 convertible promissory note payable, recognized an original issuance discount of $5,000 and incurred $5,000 financing costs which were recognized as deferred financing costs. The unsecured convertible promissory note payable is due upon demand and carried an interest rate of 8% per annum. The note payable is convertible at the option of the holder, at the lower of current market price, and 50% of the lowest trade price of Common Stock during 30 Trading Days immediately preceding conversion. Effective July 31, 2015, the Company evaluated the terms of the conversion features of the convertible debenture in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and determined it is indexed to the Company's common stock and that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. The Company valued the conversion feature at the issue date (July 31, 2015) at $110,104 using the Black Scholes valuation model. $65,000 As of October 31, 2015, the outstanding principal balance of the note was $65,000, the note had accrued interest of $1,638 and an unamortized debt discount of $ Dated – August 12, 2015 On August 12, 2015, the Company issued a $33,333 convertible promissory note payable and this note included 10% original issue discount on actual payment of $30,000. The unsecured convertible promissory note payable is due upon demand and carried an interest rate of 0% if pre-paid within 90 days, otherwise a 12 % one –time interest charge. The note payable is convertible at the option of the holder, at the lesser of $0.01 or 60% of the lowest trade price in the 25 trading day previous to the conversion. Effective August 12, 2015, the Company evaluated the terms of the conversion features of the convertible debenture in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and determined it is indexed to the Company's common stock and that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. The Company valued the conversion feature at the issue date (August 12, 2015) at $48,851 using the Black Scholes valuation model. $ 33,333 As of October 31, 2015, the outstanding principal balance of the note was $33,333, the note had accrued interest of $0 and an unamortized debt discount of $29,166. Debt discount of $4,167 was amortized for nine months ended October 31, 2015. Dated – August 18, 2015 On August 18, 2015, the Company issued a $38,000 convertible promissory note payable and incurred $3,000 financing costs which were recognized as deferred financing costs. The unsecured convertible promissory note payable is due upon demand and carried an interest rate of 8% per annum. The note payable is convertible at the option of the holder, at the 58% multiplied by the average of the lowest 3 trading price for the Common Stock during the 15 trading day period ending on the latest complete trading day prior to the conversion date. This note becomes convertible 180 days after the issuance date. As of October 31, 2015, the outstanding principal balance of the note was $38,000 and the note had accrued interest of $616. Deferred financing cost of $1,000 was amortized for the nine months ended October 31, 2015. Dated – September 29, 2015 On September 29, 2015, the Company issued a $27,500 convertible promissory note payable and incurred $4,500 financing costs which were recognized as deferred financing costs. The unsecured convertible promissory note payable is due upon demand and carried an interest rate of 10% per annum. The note payable is convertible at the option of the holder, at the lesser of (i) 50% multiplied by the lowest trading price during the previous 25 trading day period ending on the latest complete trading day prior to the date of note and (ii) 50% multiplied by the lowest trading price for the Common Stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. Trading price means, for any security as of any date, the lesser (i) the lowest trade price or (ii) the closing bid price. This note shall be convertible on the later date of: (i) the Maturity Date and (ii) the date of payment of the Default Amount. As of October 31, 2015, the outstanding principal balance of the note was $27,500 and the note had accrued interest of $237. Deferred financing cost of $750 was amortized for the nine months ended October 31, 2015. Dated – October 7, 2015 On October 7, 2015, the Company entered into a securities purchase agreement with a lender, pursuant to which the Company issued two convertible notes in the amount of $26,500 each, at a rate of 8% per annum. Amounts funded are convertible into shares of the common stock of the Company, $0.001 par value per share, upon the terms and subject to the limitations and conditions set forth in the notes. The note payable is convertible at the option of the holder, at 50% of the lowest trading price of common stock for the 25 prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. The first of the two convertible notes was paid by the lender, on October 9, 2015 in cash in the amount of $25,000 to the Company and $1,500 related to closing costs to a third party at a later date. The second convertible redeemable note, the Back-End note, was paid for by an offsetting $26,500 promissory note issued to the lender. The Back-End note shall initially be paid for by an offsetting promissory note issued to the Company by the lender provided that prior to the conversion of the Back-End Note, the note receivable in cash has been paid off. The note is due on October 7, 2016, unless the Company does not meet the “current public information” requirement pursuant to Rule 144, in which case both Back-End Note and the promissory note may be both cancelled. The amount funded plus accrued interest under the convertible note and Back-End note is convertible into Common Stock at any time after the requisite Rule 144 holding period (subject to the condition above for the Back-End Note), at a conversion price equal to 50% of the lowest trading price in the twenty (20) trading days prior to the conversion. In the event the Company redeems the convertible note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by i) 118% if prepaid within 30 days of the issuance date; ii) 124% if prepaid after 31 but less than 61 days after the issuance date; iii) 130% if prepaid after 61 but less than 90 days after the issuance date; iv) 136% if prepaid after 91 but less than 120 days after the issuance date; v) 142% if prepaid after 121 but less than 150 days after the issuance date; and (vi) 148% if prepaid 151 but less than 180 days after the issuance date. There shall be no redemption after the 180 th The Back-End Note may not be prepaid, except that if the Back-End Note is redeemed by the Company within six months of its issuance, all obligations of the Company and the lender under the Back-End Note and the promissory note will be deemed satisfied and such notes shall automatically be deemed cancelled and of no further force or effect. In the event of default, the amount of principal and accrued interest will bear default interest at a rate of 24% per annum, or the highest rate of interest permitted by law, and the note shall become immediately due and payable. Effective October 7, 2015, the Company evaluated the terms of the conversion features of the convertible debenture in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and determined it is indexed to the Company's common stock and that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. The Company valued the conversion feature at the issue date (October 7, 2015) at $83,939 using the Black Scholes valuation model. $26,500 of the value assigned to the derivative liability was recognized as a debt discount on the convertible debenture. The debt discount was recorded as a reduction (contra-liability) to the convertible debenture and is being amortized over the life of the convertible debenture. The balance of $57,439 of the value assigned to the derivative liability was expensed on the issue date of the convertible note. As of October 31, 2015, the outstanding principal balance of the note was $26,500, the note had accrued interest of $237 and an unamortized debt discount of $25,229 Dated – October 26, 2015 On October 26, 2015, the Company issued a $28,500 convertible promissory note payable and incurred $5,500 financing costs which were recognized as deferred financing costs. The unsecured convertible promissory note payable is due upon demand and carried an interest rate of 8% per annum. The note payable is convertible at the option of the holder, at the 50% discount of the lowest trading price with a 23 trading day look back with a floor of $0.0005 per share. This note becomes convertible 180 days after the issuance date. As of October 31, 2015, the outstanding principal balance of the note was $28,500 and the note had accrued interest of $237. Deferred financing cost of $459 was amortized for the nine months ended October 31, 2015. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
Oct. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 10 – DERIVATIVE LIABILITIES The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. Fair Value Assumptions Used in Accounting for Derivative Liabilities. ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of October 31, 2015. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used in the October 31, 2015 and January 31, 2015: Nine Months Ended Year Ended October 31, 2015 January 31, 2015 Expected term 0 - 2 years - Expected average volatility 91% - 359% - Expected dividend yield - - Risk-free interest rate 0.02% - 0.71% - At October 31, 2015, the estimated fair values of the liabilities measured on a recurring basis are as follows: October 31, 2015 Level 1 Level 2 Level 3 Total Dated – August 22, 2014 21,875 21,875 Dated – July 31, 2015 354,829 354,829 Dated - August 12, 2015 163,341 163,341 Dated - October 7, 2015 126,385 126,385 Total liabilities - - 666,430 666,430 The following table summarizes the changes in the derivative liabilities during the nine months ended October 31, 2015: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - January 31, 2015 $ - Addition of new derivatives recognized as debt discounts 166,500 Addition of new derivatives recognized as loss on derivatives 359,993 Settled upon conversion of debt (122,588 ) Reclassification from APIC to derivative due to tainted instruments 586,250 Loss on change in fair value of the derivative (323,725 ) Balance - October 31, 2015 $ 666,430 The aggregate gain on derivatives during the nine months ended October 31, 2015 was $36,268. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Oct. 31, 2015 | |
Convertible Notes Payable and Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 11 –NOTES PAYABLE October 31, 2015 January, 31, 2015 Dated – October 30, 2014 $ 10,000 $ 10,000 Dated – May 1, 2015 350,000 - Dated – June 3, 2015 25,000 - Total notes payable $ 385,000 $ 10,000 On May 1, 2015, the Company closed an asset purchase and sale agreement with Net D and agreed to pay $500,000 of which $150,000 will be paid in cash and $350,000 with a note payable. The note bears no interest. On June 3, 2015, the Company entered into a Note Agreement in the principal amount of $25,000 with Mr. Knudson. The note bears interest at 15% per annum and is convertible into 287,500 shares of the Company's common stock. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Oct. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 – RELATED PARTY TRANSACTIONS As of October 31, 2015 and January 31, 2015, the current CEO had unpaid salaries of $209,662 and 136,500, respectively. During the year ended January 31, 2015, the CEO advanced the Company cash of $52,354. As of October 31, 2015 and January 31, 2015 the amount owed to the prior CEO for advances was $52,354. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Oct. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS Management has evaluated events occurring after the date of these financial statements through the date that these financial statements were issued . On October 21, 2015, the Company entered into two separate agreements with consultants to provide the Company with consulting services in exchange for common shares of 20,000,000 and 7,000,000, respectively. In November, 2015, the Company amended these two agreements. As a result of the amendment the Company issued 20,000,000 and 7,000,000 stock options with an exercise price of $0.005 per share instead of common shares. On November 6, 2015, the Company entered into an agreement to issue a convertible promissory note to an unrelated company for an amount of $34,000. On November 12, 2015, the Company issued 750,000 shares of restricted Common Stock as payment for services rendered. On November 17, 2015, the Company entered into an agreement to issue a convertible promissory note to an unrelated company for an amount of $50,000. |
BASIS OF PRESENTATION OF INTE19
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS (Policies) | 9 Months Ended |
Oct. 31, 2015 | |
Basis of Presentation of Interim Financial Statements [Abstract] | |
Basis of Presentation of Interim Financial Statements | Basis of Presentation of Interim Financial Statements The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The accompanying interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information in accordance with the instructions to Form 10-Q/A and Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended October 31, 2015 are not necessarily indicative of the results that may be expected for the year ending January 31, 2016. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2015 have been omitted; this report should be read in conjunction with the audited consolidated financial statements and the footnotes thereto for the fiscal year ended January 31, 2015 included within its Form 10-K as filed with the Securities and Exchange Commission. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates. |
Revenue Recognition | Revenue Recognition The company pursues opportunities to realize revenues from consulting services. It is the company's policy that revenues and gains will be recognized in accordance with ASC Topic 605-10-25, "Revenue Recognition." Under ASC Topic 605-10-25, revenue earning activities are recognized when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company typically is paid in cash or stock. When paid in stock the Company books the stock as Securities Available For Sale. The Company recognizes the revenue based on the current price per share of the stock received at the date the services are complete and prior to completion, interim measurements are taken at each reporting date. At the time the Company sells or otherwise disposes the shares, the company will record any realized gain or loss on the sale of the stock. After a measurement date has been reached for revenue recognition purposes, interim changes in fair value of the stock are reflected in Other Comprehensive Income (Loss) as an unrealized gain (loss). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company's financial instruments consist primarily of cash, accounts payable and accrued expenses, and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The Company adopted ASC Topic 820, Fair Value Measurements The three-level hierarchy for fair value measurements is defined as follows: · Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets; · Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active; · Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement The following table summarizes fair value measurements by level at October 31, 2015 and January 31, 2015 measured at fair value on a recurring basis: October 31, 2015 Level 1 Level 2 Level 3 Total Marketable securities- available for sale 157,500 - - 157,500 Total assets 157,500 - - 157,500 Derivative liabilities - - 666,430 666,430 Total liabilities - - 666,430 666,430 January 31, 2015 Level 1 Level 2 Level 3 Total Marketable securities- available for sale 28,950 - - 28,950 Total assets 28,950 - - 28,950 Derivative liabilities - - - - Total liabilities - - - - |
Recent Accounting Pronouncements | Recent Accounting Pronouncements No accounting standards or interpretations issued recently are expected to a have a material impact on the Company's financial position, operations or cash flows. |
BASIS OF PRESENTATION OF INTE20
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Basis of Presentation of Interim Financial Statements [Abstract] | |
Schedule of summary of fair value measured on recurring basis | October 31, 2015 Level 1 Level 2 Level 3 Total Marketable securities- available for sale 157,500 - - 157,500 Total assets 157,500 - - 157,500 Derivative liabilities - - 666,430 666,430 Total liabilities - - 666,430 666,430 January 31, 2015 Level 1 Level 2 Level 3 Total Marketable securities- available for sale 28,950 - - 28,950 Total assets 28,950 - - 28,950 Derivative liabilities - - - - Total liabilities - - - - |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Business Combination [Abstract] | |
Schedule of fair value of contingent consideration | May 1, 2015 Fair Value of Consideration: Cash $ 150,000 Note payable 350,000 40,000,000 common shares 1,556,000 2 Series Preferred C shares convertible into common shares 2,000,000 Total Purchase Price $ 4,056,000 Recognized amounts of identifiable assets acquired: Assets: Customer lists $ 501,378 Goodwill 3,554,622 Fair value of total assets $ 4,056,000 |
Schedule of consolidated results of operations acquisition | Nine Months Ended October 31, 2015 2014 REVENUES 1,382,158 423,233 Net Loss (1,427,789 ) (5,636,869 ) Net loss per share basic and diluted $ (0.01 ) $ (0.03 ) Weighted average of shares outstanding 182,828,588 170,969,963 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Convertible Notes Payable and Notes Payable [Abstract] | |
Schedule of convertible notes payable | October 31, 2015 January, 31, 2015 Dated – August 22, 2014 1,750,000 1,800,000 Dated – July 31, 2015 65,000 - Dated - August 12, 2015 33,333 - Dated - August 18, 2015 38,000 - Dated - September 29, 2015 27,500 - Dated - October 7, 2015 26,500 - Dated - October 26, 2015 28,500 - Total notes payable $ 1,968,833 $ 1,800,000 Less: Discount (103,063 ) (208,950 ) Total 1,865,770 1,591,050 Less: current portion of convertible notes payable (1,861,603 ) (1,591,050 ) Long-term convertible notes payable $ 4,167 $ - |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of weighted-average assumptions used in Black-Scholes valuation model | Nine Months Ended Year Ended October 31, 2015 January 31, 2015 Expected term 0 - 2 years - Expected average volatility 91% - 359% - Expected dividend yield - - Risk-free interest rate 0.02% - 0.71% - |
Schedule of estimated fair values of liabilities measured on a recurring basis | October 31, 2015 Level 1 Level 2 Level 3 Total Dated – August 22, 2014 21,875 21,875 Dated – July 31, 2015 354,829 354,829 Dated - August 12, 2015 163,341 163,341 Dated - October 7, 2015 126,385 126,385 Total liabilities - - 666,430 666,430 |
Schedule of changes in derivative liabilities | Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - January 31, 2015 $ - Addition of new derivatives recognized as debt discounts 166,500 Addition of new derivatives recognized as loss on derivatives 359,993 Settled upon conversion of debt (122,588 ) Reclassification from APIC to derivative due to tainted instruments 586,250 Loss on change in fair value of the derivative (323,725 ) Balance - October 31, 2015 $ 666,430 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Convertible Notes Payable and Notes Payable [Abstract] | |
Schedule of summary of notes payable | October 31, 2015 January, 31, 2015 Dated – October 30, 2014 $ 10,000 $ 10,000 Dated – May 1, 2015 350,000 - Dated – June 3, 2015 25,000 - Total notes payable $ 385,000 $ 10,000 |
BASIS OF PRESENTATION OF INTE25
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS (Details) - USD ($) | Oct. 31, 2015 | Jan. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities - available for sale | $ 157,500 | $ 28,950 |
Total assets | 157,500 | $ 28,950 |
Derivative liabilities | 666,430 | |
Total liabilities | 666,430 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities - available for sale | 157,500 | $ 28,950 |
Total assets | $ 157,500 | $ 28,950 |
Derivative liabilities | ||
Total liabilities | ||
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities - available for sale | ||
Total assets | ||
Derivative liabilities | ||
Total liabilities | ||
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities - available for sale | ||
Total assets | ||
Derivative liabilities | $ 666,430 | |
Total liabilities | $ 666,430 |
GOING CONCERN ISSUES (Detail Te
GOING CONCERN ISSUES (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | Jan. 31, 2015 | |
Going Concern Issues [Abstract] | |||||
Net loss | $ (766,104) | $ (3,152,548) | $ (1,347,875) | $ (5,361,656) | |
Accumulated deficit | $ (8,662,413) | (8,662,413) | $ (7,314,538) | ||
Net cash used in operating activities | $ 319,343 | $ 3,426,144 |
MARKETABLE SECURIITES (Detail T
MARKETABLE SECURIITES (Detail Textuals) - USD ($) | Sep. 04, 2014 | Mar. 20, 2015 | Oct. 31, 2015 | Oct. 31, 2014 | Jan. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | |||||
Number of common shares issued | 9,000,000 | ||||
Unrealized gain on securities available for sale | $ 128,550 | $ (35,100) | |||
Marketable securities - available for sale | $ 157,500 | $ 28,950 | |||
Cloud Consulting Agreement | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Number of common shares issued | 3,000,000 | ||||
Value of common shares issued | $ 105,000 | ||||
Trading price | $ 0.035 | ||||
Marketable securities - available for sale | $ 105,000 |
LICENSING AGREEMENT _ DEPOSIT (
LICENSING AGREEMENT / DEPOSIT (Detail Textuals) - USD ($) | Jun. 11, 2014 | Oct. 31, 2015 | Jan. 31, 2015 |
Deferred Revenue Arrangement [Line Items] | |||
Deposit | $ 1,125,000 | $ 1,125,000 | |
License and subscription agreement | |||
Deferred Revenue Arrangement [Line Items] | |||
License amount | $ 1,125,000 | ||
Licensing agreement, useful life | 48 months | ||
Deposit | $ 1,125,000 |
STOCK PAYABLE (Detail Textuals)
STOCK PAYABLE (Detail Textuals) - USD ($) | May. 01, 2015 | Oct. 26, 2015 | Jun. 24, 2015 | Mar. 20, 2015 | Oct. 30, 2014 | Oct. 31, 2015 |
Conversion of Stock [Line Items] | ||||||
Proceeds from preferred stock payable | $ 17,500 | |||||
Number of shares issued | 9,000,000 | |||||
Series B Preferred stock | ||||||
Conversion of Stock [Line Items] | ||||||
Proceeds from preferred stock payable | $ 17,500 | |||||
Number of shares issued | 437,500 | |||||
Series C Preferred stock | ||||||
Conversion of Stock [Line Items] | ||||||
Number of shares issued for acquisition of assets | 2 | |||||
Conversion of Investor payable - common shares | ||||||
Conversion of Stock [Line Items] | ||||||
Investor payable, converted amount | $ 1,556,000 | |||||
Number of shares issued for acquisition of assets | 40,000,000 | |||||
Conversion of Investor payable - common shares | Series C Preferred stock | ||||||
Conversion of Stock [Line Items] | ||||||
Investor payable, converted amount | $ 1,000,000 | |||||
Number of shares issued for acquisition of assets | 1 | |||||
Conversion of Preferred Stock Payable | Series C Preferred stock | ||||||
Conversion of Stock [Line Items] | ||||||
Investor payable, converted amount | $ 2,000,000 | |||||
Number of shares issued for acquisition of assets | 2 |
EQUITY (Detail Textuals)
EQUITY (Detail Textuals) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||
Oct. 21, 2015 | Aug. 20, 2015 | May. 23, 2015 | Mar. 20, 2015 | Feb. 17, 2015 | Feb. 13, 2015 | Oct. 31, 2015 | Jan. 31, 2015 | |
Equity [Line Items] | ||||||||
Common stock, shares authorized | 650,000,000 | 650,000,000 | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||
Common stock issued for services rendered | 4,587,156 | |||||||
Value of common stock issued for services rendered | $ 20,183 | |||||||
Number of common shares issued | 9,000,000 | |||||||
Shares issued in converting warrant purchaser shares | 2,060,000 | |||||||
Total consideration paid as investor payable | $ 206,000 | |||||||
Number of common shares issued under debt conversion | 30,558,907 | |||||||
Accrued interest and associated fees | $ 64,030 | |||||||
Common stock, shares issued | 215,638,063 | 161,732,000 | ||||||
Common stock, shares outstanding | 215,638,063 | 161,732,000 | ||||||
James McCrink | ||||||||
Equity [Line Items] | ||||||||
Stock issued under settlement agreement | 2,700,000 | |||||||
Fair value of stock issued under settlement agreement | $ 54,000 | |||||||
Board of Directors | ||||||||
Equity [Line Items] | ||||||||
Stock issued as compensation for serving on the board | 3,000,000 | |||||||
Value of stock issued as compensation for serving on the board | $ 36,900 | |||||||
Employees | ||||||||
Equity [Line Items] | ||||||||
Common stock issued for services rendered | 5,000,000 | |||||||
Value of common stock issued for services rendered | $ 93,000 | |||||||
Consultants | ||||||||
Equity [Line Items] | ||||||||
Value of common stock issued for services rendered | $ 216,000 | |||||||
Consultants | Agreement one | ||||||||
Equity [Line Items] | ||||||||
Common stock issued for services rendered | 20,000,000 | |||||||
Consultants | Agreement two | ||||||||
Equity [Line Items] | ||||||||
Common stock issued for services rendered | 7,000,000 |
EQUITY (Detail Textuals 1)
EQUITY (Detail Textuals 1) - USD ($) | Apr. 09, 2015 | Oct. 26, 2015 | Oct. 31, 2015 | Jan. 31, 2015 |
Equity [Line Items] | ||||
Common shares issued for acquisition of assets (in shares) | 40,000,000 | |||
Series A Preferred stock | ||||
Equity [Line Items] | ||||
Preferred stock, shares authorized | 1,000 | 1,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares issued | 1,000 | 1,000 | ||
Preferred stock, shares outstanding | 1,000 | 1,000 | ||
Series B Preferred stock | ||||
Equity [Line Items] | ||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Series C Preferred stock | ||||
Equity [Line Items] | ||||
Preferred stock, shares authorized | 100 | 100 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares issued | 10 | 7 | ||
Preferred stock, shares outstanding | 10 | 7 | ||
Common shares issued for acquisition of assets (in shares) | 1 | 2 | ||
Acquisition of assets fair value | $ 1,000,000 | $ 2,000,000 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) - USD ($) | May. 01, 2015 | Oct. 31, 2015 | Jan. 31, 2015 |
Fair Value of Consideration: | |||
40,000,000 common shares | $ 1,556,000 | ||
2 Series Preferred C shares convertible into common shares | 2,000,000 | ||
Assets: | |||
Goodwill | $ 4,865,530 | $ 1,310,908 | |
Net D Consulting Inc. (Net D) | |||
Fair Value of Consideration: | |||
Cash | $ 150,000 | ||
Note payable | 350,000 | ||
40,000,000 common shares | 1,556,000 | ||
2 Series Preferred C shares convertible into common shares | 2,000,000 | ||
Total Purchase Price | 4,056,000 | ||
Assets: | |||
Customer lists | 501,378 | ||
Goodwill | 3,554,622 | ||
Fair value of total assets | $ 4,056,000 |
BUSINESS COMBINATION (Parenthet
BUSINESS COMBINATION (Parentheticals) (Details) - shares | May. 01, 2015 | Oct. 31, 2015 |
Business Acquisition [Line Items] | ||
Number of common shares issued as purchase consideration | 40,000,000 | |
Net D Consulting Inc. (Net D) | ||
Business Acquisition [Line Items] | ||
Number of common shares issued as purchase consideration | 40,000,000 |
BUSINESS COMBINATION (Details 1
BUSINESS COMBINATION (Details 1) - Net D Consulting Inc. (Net D) - USD ($) | 9 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
Business Acquisition [Line Items] | ||
REVENUES | $ 1,382,158 | $ 423,233 |
Net Loss | $ (1,427,789) | $ (5,636,869) |
Net loss per share basic and diluted (in dollars per share) | $ (0.01) | $ (0.03) |
Weighted average of shares outstanding (in shares) | 182,828,588 | 170,969,963 |
BUSINESS COMBINATION (Detail Te
BUSINESS COMBINATION (Detail Textuals) - USD ($) | May. 01, 2015 | Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 |
Business Acquisition [Line Items] | |||||
2 Series Preferred C shares convertible into common shares | $ 2,000,000 | ||||
Common shares issued for acquisition of assets (in shares) | 40,000,000 | ||||
Value of common shares issued | $ 1,556,000 | ||||
Revenues | $ 526,761 | $ 105,000 | 1,143,422 | $ 105,000 | |
Net income | $ (766,104) | $ (3,152,548) | (1,347,875) | $ (5,361,656) | |
Cash paid | 138,250 | ||||
Note payable issued | 350,000 | ||||
Net D Consulting Inc. (Net D) | |||||
Business Acquisition [Line Items] | |||||
Purchase price paid for the Acquisition | $ 4,056,000 | ||||
Cash | 150,000 | ||||
Note payable | 350,000 | ||||
2 Series Preferred C shares convertible into common shares | $ 2,000,000 | ||||
Common shares issued for acquisition of assets (in shares) | 40,000,000 | ||||
Value of common shares issued | $ 1,556,000 | ||||
Revenues | 912,811 | ||||
Net income | $ 41,542 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Oct. 31, 2015 | Jan. 31, 2015 |
Short-term Debt [Line Items] | ||
Total notes payable | $ 1,968,833 | $ 1,800,000 |
Less: Discount | (73,897) | (208,950) |
Total | 1,865,770 | 1,591,050 |
Less: current portion of convertible notes payable | (1,861,603) | $ (1,591,050) |
Long-term convertible notes payable | 4,167 | |
Dated - August 22, 2014 | ||
Short-term Debt [Line Items] | ||
Total notes payable | 1,750,000 | $ 1,800,000 |
Dated - July 31, 2015 | ||
Short-term Debt [Line Items] | ||
Total notes payable | 65,000 | |
Dated - August 12, 2015 | ||
Short-term Debt [Line Items] | ||
Total notes payable | 33,333 | |
Dated - August 18, 2015 | ||
Short-term Debt [Line Items] | ||
Total notes payable | 38,000 | |
Dated - September 29, 2015 | ||
Short-term Debt [Line Items] | ||
Total notes payable | 27,500 | |
Dated - October 7, 2015 | ||
Short-term Debt [Line Items] | ||
Total notes payable | 26,500 | |
Dated - October 26, 2015 | ||
Short-term Debt [Line Items] | ||
Total notes payable | $ 28,500 |
CONVERTIBLE NOTES PAYABLE (De37
CONVERTIBLE NOTES PAYABLE (Detail Textuals) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
May. 21, 2015 | Jun. 17, 2014 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | Jan. 31, 2015 | |
Short-term Debt [Line Items] | ||||||
Amortization of debt discount | $ 280,720 | $ 59,700 | ||||
Convertible notes payable | $ 1,968,833 | $ 1,800,000 | ||||
Total value of legal settlement | $ (2,550,000) | $ (2,550,000) | ||||
Number of common shares issued under debt conversion | 30,558,907 | |||||
Derivative liability | $ 666,430 | |||||
Dated - August 22, 2014 | ||||||
Short-term Debt [Line Items] | ||||||
Convertible notes payable | 1,750,000 | $ 1,800,000 | ||||
Dated - August 22, 2014 | Convertible Promissory Note | ||||||
Short-term Debt [Line Items] | ||||||
Amortization of debt discount | 208,950 | |||||
Convertible notes payable | $ 50,000 | 50,000 | ||||
Percentage of lowest closing bid price | 50.00% | |||||
Number of trading days | 30 days | |||||
Accrued interest | 5,490 | |||||
Associated fees of conversion | $ 8,540 | |||||
Number of common shares issued under debt conversion | 30,558,907 | |||||
Outstanding principal balance of note | $ 1,750,000 | |||||
Accrued interest | $ 209,012 | |||||
Derivative liability | $ 1,750,000 | |||||
Dated - August 22, 2014 | Mr. Knudson | ||||||
Short-term Debt [Line Items] | ||||||
Amount transferred for settlement | $ 750,000 | |||||
Total value of legal settlement | 2,550,000 | |||||
Dated - August 22, 2014 | Mr. Knudson | Convertible Promissory Note | ||||||
Short-term Debt [Line Items] | ||||||
Convertible notes payable | $ 1,800,000 | |||||
Conversion price | $ 0.10 | |||||
Dated - August 22, 2014 | Series C Preferred stock | Mr. Knudson | ||||||
Short-term Debt [Line Items] | ||||||
Number of shares converted | 7 |
CONVERTIBLE NOTES PAYABLE (De38
CONVERTIBLE NOTES PAYABLE (Detail Textuals 1) - USD ($) | Aug. 12, 2015 | Sep. 29, 2015 | Aug. 18, 2015 | Jul. 31, 2015 | May. 25, 2015 | Oct. 31, 2015 | Oct. 31, 2014 | May. 21, 2015 | Jan. 31, 2015 |
Short-term Debt [Line Items] | |||||||||
Convertible notes payable | $ 1,968,833 | $ 1,800,000 | |||||||
Debt discount on convertible debenture | 73,897 | $ 208,950 | |||||||
Derivative liability | 666,430 | ||||||||
Amortization of debt discount | 280,720 | $ 59,700 | |||||||
Amortization of deferred financing cost | 3,583 | ||||||||
Derivative resolution - conversion | 122,588 | ||||||||
Dated - July 31, 2015 | |||||||||
Short-term Debt [Line Items] | |||||||||
Convertible notes payable | 65,000 | ||||||||
Dated - July 31, 2015 | Convertible Promissory Note | |||||||||
Short-term Debt [Line Items] | |||||||||
Convertible notes payable | $ 65,000 | 65,000 | |||||||
Deferred financing costs | $ 5,000 | ||||||||
Interest rate per annum | 8.00% | ||||||||
Percentage of lowest closing bid price | 50.00% | ||||||||
Number of trading days | 30 days | ||||||||
Conversion feature | $ 110,104 | ||||||||
Debt discount on convertible debenture | 65,000 | 48,668 | |||||||
Derivative liability | 59,280 | ||||||||
Accrued interest | 1,638 | ||||||||
Amortization of debt discount | 16,332 | ||||||||
Amortization of deferred financing cost | 1,250 | ||||||||
Amount of original issuance discount | $ 5,000 | ||||||||
Dated - August 12, 2015 | |||||||||
Short-term Debt [Line Items] | |||||||||
Convertible notes payable | 33,333 | ||||||||
Dated - August 12, 2015 | Convertible Promissory Note | |||||||||
Short-term Debt [Line Items] | |||||||||
Convertible notes payable | $ 33,333 | 33,333 | |||||||
Percentage of lowest closing bid price | 60.00% | ||||||||
Number of trading days | 25 days | ||||||||
Conversion feature | $ 48,851 | ||||||||
Debt discount on convertible debenture | 33,333 | 29,166 | |||||||
Derivative liability | $ 24,278 | ||||||||
Accrued interest | 0 | ||||||||
Amortization of debt discount | 4,167 | ||||||||
Original issue discount on actual payment | 10.00% | ||||||||
Amount of actual payment | $ 30,000 | ||||||||
Conversion feature, description | The unsecured convertible promissory note payable is due upon demand and carried an interest rate of 0% if pre-paid within 90 days, otherwise a 12 % one time interest charge. The note payable is convertible at the option of the holder, at the lesser of $0.01 or 60% of the lowest trade price in the 25 trading day previous to the conversion. | ||||||||
Dated - August 18, 2015 | |||||||||
Short-term Debt [Line Items] | |||||||||
Convertible notes payable | 38,000 | ||||||||
Dated - August 18, 2015 | Convertible Promissory Note | |||||||||
Short-term Debt [Line Items] | |||||||||
Convertible notes payable | $ 38,000 | 38,000 | |||||||
Deferred financing costs | $ 3,000 | ||||||||
Interest rate per annum | 8.00% | ||||||||
Number of trading days | 15 days | ||||||||
Accrued interest | 616 | ||||||||
Conversion feature, description | The note payable is convertible at the option of the holder, at the 58% multiplied by the average of the lowest 3 trading price for the Common Stock during the 15 trading day period ending on the latest complete trading day prior to the conversion date. This note becomes convertible 180 days after the issuance date. | ||||||||
Amortization of deferred financing cost | 1,000 | ||||||||
Dated - September 29, 2015 | |||||||||
Short-term Debt [Line Items] | |||||||||
Convertible notes payable | 27,500 | ||||||||
Dated - September 29, 2015 | Convertible Promissory Note | |||||||||
Short-term Debt [Line Items] | |||||||||
Convertible notes payable | $ 27,500 | 27,500 | |||||||
Deferred financing costs | $ 4,500 | ||||||||
Interest rate per annum | 10.00% | ||||||||
Accrued interest | 237 | ||||||||
Conversion feature, description | The note payable is convertible at the option of the holder, at the lesser of (i) 50% multiplied by the lowest trading price during the previous 25 trading day period ending on the latest complete trading day prior to the date of note and (ii) 50% multiplied by the lowest trading price for the Common Stock during the 25 trading day period ending on the latest complete trading day prior to the conversion date. Trading price means, for any security as of any date, the lesser (i) the lowest trade price or (ii) the closing bid price. This note shall be convertible on the later date of: (i) the Maturity Date and (ii) the date of payment of the Default Amount. | ||||||||
Amortization of deferred financing cost | $ 750 | ||||||||
Dated - May 21, 2015 | Convertible Promissory Note | |||||||||
Short-term Debt [Line Items] | |||||||||
Conversion feature | $ 268,997 | ||||||||
Debt discount on convertible debenture | $ 50,000 | ||||||||
Derivative liability | $ 218,997 |
CONVERTIBLE NOTES PAYABLE (De39
CONVERTIBLE NOTES PAYABLE (Detail Textuals 2) - USD ($) | Oct. 09, 2015 | Oct. 07, 2015 | Oct. 26, 2015 | Oct. 31, 2015 | Oct. 31, 2014 | Jan. 31, 2015 |
Short-term Debt [Line Items] | ||||||
Convertible notes payable | $ 1,968,833 | $ 1,800,000 | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Debt discount on convertible debenture | $ 73,897 | $ 208,950 | ||||
Derivative liability | 666,430 | |||||
Amortization of debt discount | 280,720 | $ 59,700 | ||||
Amount paid in cash for convertible notes | 210,500 | |||||
Amortization of deferred financing cost | 3,583 | |||||
Dated - October 7, 2015 | ||||||
Short-term Debt [Line Items] | ||||||
Convertible notes payable | 26,500 | |||||
Dated - October 7, 2015 | Convertible Promissory Note | ||||||
Short-term Debt [Line Items] | ||||||
Convertible notes payable | 26,500 | |||||
Conversion feature | $ 83,939 | |||||
Debt discount on convertible debenture | 26,500 | 25,229 | ||||
Derivative liability | 57,439 | |||||
Accrued interest | 237 | |||||
Amortization of debt discount | 1,271 | |||||
Amortization of deferred financing cost | 125 | |||||
Dated - October 7, 2015 | One Convertible Promissory Note | ||||||
Short-term Debt [Line Items] | ||||||
Convertible notes payable | $ 26,500 | |||||
Interest rate per annum | 8.00% | |||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||
Percentage of lowest closing bid price | 50.00% | |||||
Number of trading days | 25 days | |||||
Amount paid in cash for convertible notes | $ 25,000 | |||||
Closing costs to a third party | $ 1,500 | |||||
Dated - October 7, 2015 | Back-End note | ||||||
Short-term Debt [Line Items] | ||||||
Convertible notes payable | $ 26,500 | |||||
Interest rate per annum | 8.00% | |||||
Default interest rate | 24.00% | |||||
Percentage of lowest closing bid price | 50.00% | |||||
Number of trading days | 20 days | |||||
Convertible note, redemption description | In the event the Company redeems the convertible note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by i) 118% if prepaid within 30 days of the issuance date; ii) 124% if prepaid after 31 but less than 61 days after the issuance date; iii) 130% if prepaid after 61 but less than 90 days after the issuance date; iv) 136% if prepaid after 91 but less than 120 days after the issuance date; v) 142% if prepaid after 121 but less than 150 days after the issuance date; and (vi) 148% if prepaid 151 but less than 180 days after the issuance date. There shall be no redemption after the 180th day. | |||||
Dated - October 26, 2015 | ||||||
Short-term Debt [Line Items] | ||||||
Convertible notes payable | 28,500 | |||||
Dated - October 26, 2015 | Convertible Promissory Note | ||||||
Short-term Debt [Line Items] | ||||||
Convertible notes payable | $ 28,500 | 28,500 | ||||
Deferred financing costs | $ 5,500 | |||||
Interest rate per annum | 8.00% | |||||
Percentage of lowest closing bid price | 50.00% | |||||
Number of trading days | 23 days | |||||
Accrued interest | 237 | |||||
Floor price per share | $ 0.0005 | |||||
Amortization of deferred financing cost | $ 459 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 9 Months Ended | 12 Months Ended |
Oct. 31, 2015 | Jan. 31, 2015 | |
Derivative [Line Items] | ||
Expected average volatility | ||
Expected dividend yield | ||
Risk-free interest rate | ||
Minimum | ||
Derivative [Line Items] | ||
Expected average volatility | 91.00% | |
Risk-free interest rate | 0.02% | |
Maximum | ||
Derivative [Line Items] | ||
Expected term | 2 years | |
Expected average volatility | 359.00% | |
Risk-free interest rate | 0.71% |
DERIVATIVE LIABILITIES (Detai41
DERIVATIVE LIABILITIES (Details 1) - USD ($) | Oct. 31, 2015 | Jan. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 666,430 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 666,430 | |
Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 666,430 | |
Recurring basis | Dated - August 22, 2014 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 21,875 | |
Recurring basis | Dated - July 31, 2015 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 354,829 | |
Recurring basis | Dated - August 12, 2015 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 163,341 | |
Recurring basis | Dated - October 7, 2015 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 126,385 | |
Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Recurring basis | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 666,430 | |
Recurring basis | Level 3 | Dated - August 22, 2014 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 21,875 | |
Recurring basis | Level 3 | Dated - July 31, 2015 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 354,829 | |
Recurring basis | Level 3 | Dated - August 12, 2015 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 163,341 | |
Recurring basis | Level 3 | Dated - October 7, 2015 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 126,385 |
DERIVATIVE LIABILITIES (Detai42
DERIVATIVE LIABILITIES (Details 2) | 9 Months Ended |
Oct. 31, 2015USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance - January 31, 2015 | |
Addition of new derivatives recognized as debt discounts | $ 166,500 |
Addition of new derivatives recognized as loss on derivatives | 359,993 |
Settled upon conversion of debt | (122,588) |
Reclassification from APIC to derivative due to tainted instruments | 586,250 |
Loss on change in fair value of the derivative | (323,725) |
Balance - October 31, 2015 | $ 666,430 |
DERIVATIVE LIABILITIES (Detail
DERIVATIVE LIABILITIES (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended |
Oct. 31, 2015 | Oct. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Aggregate gain on derivatives | $ 36,268 | $ 36,268 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Oct. 31, 2015 | Jan. 31, 2015 |
Short-term Debt [Line Items] | ||
Total notes payable | $ 385,000 | $ 10,000 |
Dated - October 30, 2014 | ||
Short-term Debt [Line Items] | ||
Total notes payable | 10,000 | $ 10,000 |
Dated - May 1, 2015 | ||
Short-term Debt [Line Items] | ||
Total notes payable | 350,000 | |
Dated - June 3, 2015 | ||
Short-term Debt [Line Items] | ||
Total notes payable | $ 25,000 |
NOTES PAYABLE (Details Textual)
NOTES PAYABLE (Details Textual) - USD ($) | Jun. 03, 2015 | Oct. 31, 2015 | May. 01, 2015 | Jan. 31, 2015 |
Short-term Debt [Line Items] | ||||
Total notes payable | $ 385,000 | $ 10,000 | ||
Principal amount of Note Agreement | $ 1,968,833 | $ 1,800,000 | ||
Number of convertible common shares | 30,558,907 | |||
Note Agreement | Mr. Knudson | ||||
Short-term Debt [Line Items] | ||||
Principal amount of Note Agreement | $ 25,000 | |||
Interest rate per annum | 15.00% | |||
Number of convertible common shares | 287,500 | |||
Net D | Asset purchase and sale agreement | ||||
Short-term Debt [Line Items] | ||||
Total notes payable | $ 350,000 | |||
Amount of asset purchase and sale agreement | 500,000 | |||
Amount payable in cash of asset purchase and sale agreement | $ 150,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - Chief Executive Officer - USD ($) | 12 Months Ended | |
Jan. 31, 2015 | Oct. 31, 2015 | |
Related Party Transaction [Line Items] | ||
Unpaid salaries | $ 136,500 | $ 209,662 |
Advance fund from CEO | 52,354 | |
Advance amount owed to CEO | $ 52,354 | $ 52,354 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) - USD ($) | Nov. 12, 2015 | Nov. 30, 2015 | Oct. 21, 2015 | Feb. 13, 2015 | Nov. 17, 2015 | Nov. 06, 2015 |
Subsequent Event [Line Items] | ||||||
Number of common shares issued as payment for services | 4,587,156 | |||||
Agreement one | Consultants | ||||||
Subsequent Event [Line Items] | ||||||
Number of common shares issued as payment for services | 20,000,000 | |||||
Agreement two | Consultants | ||||||
Subsequent Event [Line Items] | ||||||
Number of common shares issued as payment for services | 7,000,000 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Number of common shares issued as payment for services | 750,000 | |||||
Convertible promissory note | $ 50,000 | $ 34,000 | ||||
Subsequent Event | Agreement one | Consultants | ||||||
Subsequent Event [Line Items] | ||||||
Number of stock options issued as payment for services | 20,000,000 | |||||
Per share value of stock options issued as payment for services | $ 0.005 | |||||
Subsequent Event | Agreement two | Consultants | ||||||
Subsequent Event [Line Items] | ||||||
Number of stock options issued as payment for services | 7,000,000 | |||||
Per share value of stock options issued as payment for services | $ 0.005 |