Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jan. 31, 2017 | Oct. 20, 2017 | Jul. 31, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Gawk Inc. | ||
Entity Central Index Key | 1,546,392 | ||
Trading Symbol | gawk | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --01-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 6,342,546,507 | ||
Entity Public Float | $ 9,900,000 | ||
Document Type | 10-K | ||
Document Period End Date | Jan. 31, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 133,249 | $ 64,944 |
Accounts receivable, net | 232,305 | 45,721 |
Marketable securities - available for sale | 102,300 | 78,300 |
Deposit - CipherLoc | 562,500 | |
Prepaid and other current assets | 54,028 | 32,200 |
Total Current Assets | 521,882 | 783,665 |
Equipment, net of accumulated depreciation of $0 and $73,740 | 103,235 | |
Intangible assets and proprietary technology, net of accumulated amortization of $656,244 and $312,173 | 1,149,831 | 2,286,345 |
Goodwill | 1,416,851 | 4,076,505 |
TOTAL ASSETS | 3,088,564 | 7,249,750 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 1,953,401 | 717,469 |
Note payable, net of unamortized discounts of $1,546 and $0 | 98,930 | 85,000 |
Current portion of notes payable -related party | 614,085 | 868,361 |
Current portion of convertible notes payable, net of unamortized discounts of $598,790 and $148,069 | 2,061,952 | 1,934,932 |
Investor payable - common shares | 658,000 | 658,000 |
Preferred shares payable | 13,438 | |
Contingent consideration | 1,000,000 | |
Due to related parties | 305,458 | 27,942 |
Derivative liabilities | 2,088,684 | 620,237 |
Total Current Liabilities | 7,780,510 | 5,925,379 |
Long-Term Liabilities | ||
Convertible notes payable, net of unamortized discounts of $0 and $56,358 | 10,307 | |
Notes payables -related party, less current portion | 159,514 | 388,889 |
TOTAL LIABILITIES | 7,940,024 | 6,324,575 |
Stockholders' Deficit | ||
Preferred stock, $0.001 par value; authorized 100,000,000 shares | ||
Common stock, $0.001 par value, 14,900,000,000 shares authorized; 2,357,089,633 and 261,863,258 shares issued and outstanding, respectively | 2,357,089 | 261,863 |
Additional paid-in capital | 984,577 | 670,962 |
Accumulated deficit | (26,361,315) | (14,057,651) |
Total Stockholders' Deficit | (22,951,460) | (13,074,825) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 3,088,564 | 7,249,750 |
Series C Preferred stock | ||
Long-Term Liabilities | ||
Convertible preferred stock, value | 16,000,000 | 14,000,000 |
Series D Preferred Stock | ||
Long-Term Liabilities | ||
Convertible preferred stock, value | 2,100,000 | |
Preferred Stock | Series A Preferred Stock | ||
Stockholders' Deficit | ||
Preferred stock, $0.001 par value; authorized 100,000,000 shares | 1 | 1 |
Total Stockholders' Deficit | 1 | 1 |
Preferred Stock | Series B Preferred shares | ||
Stockholders' Deficit | ||
Preferred stock, $0.001 par value; authorized 100,000,000 shares | 68,188 | 50,000 |
Total Stockholders' Deficit | $ 68,188 | $ 50,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Accumulated depreciation on equipment (in dollars) | $ 0 | $ 73,740 |
Accumulated amortization on intangible assets (in dollars) | 656,244 | 312,173 |
Unamortized discounts (in dollars) | 1,546 | 0 |
Discount on convertible note payable (in dollars) | 598,790 | 148,069 |
Discount on convertible note payable, non current portion (in dollars) | $ 0 | $ 56,358 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 14,900,000,000 | 14,900,000,000 |
Common stock, shares issued | 2,357,089,633 | 261,863,258 |
Common stock, shares outstanding | 2,357,089,633 | 261,863,258 |
Series C Convertible Preferred Stock | ||
Convertible preferred stock (in dollars per shares) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 100 | 100 |
Convertible preferred stock, shares issued | 16 | 14 |
Convertible preferred stock, shares outstanding | 16 | 14 |
Series D Convertible Preferred Stock | ||
Convertible preferred stock (in dollars per shares) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 1,000 | 1,000 |
Convertible preferred stock, shares issued | 21 | 0 |
Convertible preferred stock, shares outstanding | 21 | 0 |
Preferred Stock | 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 |
Preferred Stock | Series B Preferred shares | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 95,000,000 | 95,000,000 |
Preferred stock, shares issued | 68,187,500 | 50,000,000 |
Preferred stock, shares outstanding | 68,187,500 | 50,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Consolidated Statements of Operations and Comprehensive Income (Loss) [Abstract] | ||
Revenue | $ 5,637,900 | $ 1,333,672 |
Cost of revenue | 4,391,933 | 1,145,278 |
Gross profit | 1,245,967 | 188,394 |
Operating expenses | ||
General and administration | 3,180,510 | 1,805,223 |
Research and development | 2,500 | |
Legal settlement | 525,000 | 54,000 |
Impairment loss | 4,369,707 | 562,500 |
Depreciation and amortization | 746,487 | 155,736 |
Total operating expenses | 8,821,704 | 2,579,959 |
Net loss from operations | (7,575,737) | (2,391,565) |
Other income (expense) | ||
Other income | 22,275 | 13,200 |
Interest expense, net | (1,808,729) | (544,616) |
Unrealized gain on marketable securities | 24,000 | 49,350 |
Change in fair value of derivative liabilities | (1,351,818) | 326,899 |
Loss on settlement of debt | (1,629,773) | (2,956,954) |
Total other expense | (4,744,045) | (3,112,121) |
Loss from continuing operations | (12,319,782) | (5,503,686) |
Gain (loss) from discontinued operations, net of tax benefits | ||
Gain on sale of assets | 111,467 | |
Loss from discontinued operations | (95,349) | (1,239,427) |
Total gain (loss) from discontinued operations | 16,118 | (1,239,427) |
Net loss | (12,303,664) | (6,743,113) |
Dividend on Series B Preferred Stock | (23,344) | |
Net loss attributable to common stockholders | (12,327,008) | (6,743,113) |
Other comprehensive income | 442 | |
Comprehensive Loss | $ (12,327,008) | $ (6,742,671) |
Basic and diluted loss per common share from continued operation (in dollars per share) | $ (0.02) | $ (0.03) |
Basic and diluted loss per common share from discontinued operation (in dollars per share) | $ 0 | $ (0.01) |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 724,811,630 | 194,920,175 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Preferred StockSeries A | Preferred StockSeries B | Common Stock | Additional Paid in Capital (Deficiency) | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Balance at Jan. 31, 2015 | $ 1 | $ 161,732 | $ (823,401) | $ (442) | $ (7,314,538) | $ (7,976,648) | |
Balance (in shares) at Jan. 31, 2015 | 1,000 | 161,732,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock issued to directors | $ 21,000 | 140,100 | 161,100 | ||||
Common stock issued to directors (in shares) | 21,000,000 | ||||||
Common stock issued for services, financing fees and to settle accounts payable | $ 22,282 | 145,903 | 168,185 | ||||
Common stock issued for services, financing fees and to settle accounts payable (in shares) | 22,282,156 | ||||||
Common stock issued for legal settlement | $ 2,700 | 51,300 | 54,000 | ||||
Common stock issued for legal settlement (in shares) | 2,700,000 | ||||||
Common stock issued in exchange for warrants | $ 4,960 | 491,040 | 496,000 | ||||
Common stock issued in exchange for warrants (in shares) | 4,960,000 | ||||||
Series A Preferred Shares returned and cancelled (in shares) | (500) | ||||||
Series A and B Preferred shares issued for acquisition - Net D's assets | $ 11,562 | $ 5,000 | 452,125 | 468,687 | |||
Series A and B Preferred shares issued for acquisition - Net D's assets (in shares) | 500 | 11,562,500 | 5,000,000 | ||||
Series B Preferred shares issued for cash | $ 8,438 | 39,062 | 47,500 | ||||
Series B Preferred shares issued for cash (in shares) | 8,437,500 | ||||||
Series B Preferred shares issued for acquisition - Connexum | $ 5,000 | 49,375 | 54,375 | ||||
Series B Preferred shares issued for acquisition - Connexum (in shares) | 5,000,000 | ||||||
Series B Preferred shares issued for due to related parties | $ 25,000 | 390,625 | 415,625 | ||||
Series B Preferred shares issued for due to related parties | 25,000,000 | ||||||
Contribution | 5,000 | 5,000 | |||||
Common stock issued from conversion of debt | $ 44,189 | 77,769 | 121,958 | ||||
Common stock issued from conversion of debt (in shares) | 44,189,102 | ||||||
Foreign currency translation | $ 442 | 442 | |||||
Reclassification of derivative liability from additional paid in capital | (586,250) | (586,250) | |||||
Derivative resolution | 238,314 | 238,314 | |||||
Net loss | (6,743,113) | (6,743,113) | |||||
Balance at Jan. 31, 2016 | $ 1 | $ 50,000 | $ 261,863 | 670,962 | (14,057,651) | (13,074,825) | |
Balance (in shares) at Jan. 31, 2016 | 1,000 | 50,000,000 | 261,863,258 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | 361,000 | 361,000 | |||||
Common stock issued for exercise of stock options | $ 41,000 | (41,000) | |||||
Common stock issued for exercise of stock options (in shares) | 41,000,000 | ||||||
Series B Preferred shares issued for - preferred stock payable | $ 13,438 | 13,438 | |||||
Series B Preferred shares issued for - preferred stock payable (in shares) | 13,437,500 | ||||||
Series B Preferred shares issued for cash | $ 4,750 | 15,250 | 20,000 | ||||
Series B Preferred shares issued for cash (in shares) | 4,750,000 | ||||||
Beneficial conversion feature on Series B Preferred share | 23,344 | 23,344 | |||||
Deemed dividend on amortization of beneficial conversion feature on Series B Preferred shares | (23,344) | (23,344) | |||||
Common stock issued from conversion of debt | $ 2,054,226 | (1,438,698) | 615,528 | ||||
Common stock issued from conversion of debt (in shares) | 2,054,226,375 | ||||||
Derivative resolution | 1,417,063 | 1,417,063 | |||||
Net loss | (12,303,664) | (12,303,664) | |||||
Balance at Jan. 31, 2017 | $ 1 | $ 68,188 | $ 2,357,089 | $ 984,577 | $ (26,361,315) | $ (22,951,460) | |
Balance (in shares) at Jan. 31, 2017 | 1,000 | 68,187,500 | 2,357,089,633 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (12,303,664) | $ (6,743,113) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock, options, and warrants issued for services | 177,000 | 656,443 |
Common stock issued for legal settlement | 54,000 | |
Stock-based compensation | 361,000 | |
Amortization of debt discount and deferred financing fees | 1,110,707 | 342,831 |
Unrealized gain on marketable securities | (24,000) | (49,350) |
Amortization expense of intangible assets | 746,487 | 155,736 |
Depreciation expense from discontinued operations | 44,244 | 58,992 |
Amortization expense from discontinued operations | 89,766 | 119,688 |
Bad debt expense | 18,876 | 11,782 |
Loss on impairment of goodwill | 3,626,635 | 1,200,003 |
Loss on impairment of intangible assets | 180,572 | |
Write off of Deposit | 562,500 | 562,500 |
Loss on stock for liabilities | 1,564,800 | 2,956,954 |
Loss on settlement of liabilities | 64,973 | |
Prepayment penalty | 188,249 | |
Change in fair value of derivative liabilities | 1,351,818 | (326,899) |
Gain on sale of asset | (111,467) | |
(Increase) decrease in operating assets: | ||
Accounts receivable | (175,232) | 41,212 |
Prepaid expenses and other assets | (1,079) | (32,200) |
Increase (decrease) in operating liabilities: | ||
Accounts payable and accrued liabilities | 910,520 | 241,407 |
Due to related parties | 712,716 | 277,942 |
Accrued expenses | 269,287 | |
Net Cash Used In Operating Activities | (635,292) | (472,072) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of XTELUS, net of cash acquired | 397 | |
Proceeds from sale of asset | 401,052 | |
Net cash paid for acquisition of Net D's assets | (134,531) | |
Net Cash Provided by (Used in) Investing Activities | 401,449 | (134,531) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable | 147,050 | 75,000 |
Proceeds from convertible notes, net of original issue discounts and deferred financing fees | 785,858 | 380,900 |
Proceeds from notes payable - related party | 25,000 | |
Payment of notes payable - related party | (582,903) | |
Payment of convertible notes payable | (33,333) | |
Payment of notes payable | (59,524) | (92,750) |
Proceeds from issuance of Series B Preferred stock | 20,000 | 47,500 |
Proceeds from issuance of common stock | 5,000 | |
Net Cash Provided By Financing Activities | 302,148 | 415,650 |
Effect of exchange rate changes | 442 | |
Net increase (decrease) in cash and cash equivalents | 68,305 | (190,511) |
Cash and cash equivalents, beginning of period | 64,944 | 255,455 |
Cash and cash equivalents, end of period | 133,249 | 64,944 |
Supplemental cash flow information | ||
Cash paid for interest | 242,902 | |
Cash paid for taxes | ||
Non-cash financing transactions: | ||
Series B and Series C Preferred shares issued for due to related parties | 438,854 | |
Acquisition of Net D's assets through issuance of preferred shares, common shares and note payable | 3,843,875 | |
Acquisition of XTELUS through issuance of Series D Preferred shares | 100,000 | |
Series B Preferred shares issued to settle preferred share payable | 13,438 | |
Acquisition of Connexum/Webrunner through issuance of preferred shares and note payable | 1,054,375 | |
Contingent consideration related to acquisition of Connexum | 1,000,000 | |
Issuance of investor payable for acquisition | 1,556,000 | |
Issuance of common stock for conversion of debt and accrued interest | 615,528 | 121,958 |
Common shares issued for deferred financing fees | 13,042 | |
Common stock issued for exercise of options and warrants | 41,000 | 496,000 |
Debt discount from derivative liability | 1,356,692 | 259,000 |
Reclassification of derivative liability from additional paid in capital due to tainted instruments | 586,250 | |
Derivative resolution | 1,417,063 | 238,314 |
Accrued interest added to principal | 5,517 | |
Replacement of note payable to Convertible note | 75,000 | |
Acquisition of Connexum through contingent issuance of Series D Preferred shares | 2,000,000 | |
Series C Preferred shares issued to settle preferred share payable | $ 1,000,000 | |
Beneficial conversion feature on Series B Preferred shares | $ 23,344 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Jan. 31, 2017 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 – DESCRIPTION OF BUSINESS Gawk Incorporated (“we”, “our”, the “Company”) was incorporated in the state of Nevada on January 6, 2011 with principal business address at 5300 Melrose Avenue, Suite 42, Los Angeles, CA. The Company offers a suite of cloud communications, cloud connectivity, cloud computing, and managed cloud-based applications solutions to small, medium, and large businesses; and offers domestic and international voice services to communications carriers worldwide. It offers a suite of advanced data center and cloud-based services, including fault tolerant, high availability cloud servers, which comprise platform as a service, infrastructure as a service, and a content delivery network; managed network services that converge voice and data applications, structured cabling, wireless, and security services, as well as include Internet access via Ethernet or fiber at speeds ranging from 10 Mbps to 10 Gbps; and data center solutions, including cloud services, colocation services, and business continuity services, such as storage and security. Our website is located at www.gawkinc.com |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Jan. 31, 2017 | |
Going Concern Issues [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN 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 an accumulated deficit at January 31, 2017 of $26,361,315, a net loss for the year ended January 31, 2017 of $12,303,664, cash flows used in operating activities of $635,292 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. Significant accounting policies are as follows: 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. The Company’s most significant estimates relate to the valuation of its intangible assets, goodwill impairment, derivative liabilities, and the valuation of its common stock. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated. We currently have no investments accounted for using the equity or cost methods of accounting. Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At January 31, 2017 and 2016, cash and cash equivalents include cash on hand and cash in the bank. Goodwill and Other Intangible Assets We account for goodwill and intangible assets in accordance with ASC 350 "Intangibles-Goodwill and Other" ("ASC 350"). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates. We completed an evaluation of intangible assets and goodwill at January 31, 2017 and 2016, and recognized an impairment loss of $3,807,207 and $1,200,003 during the year ended January 31, 2017 and 2016. The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. Customer relationships, brands and other non-contractual intangible assets with determinable lives are amortized over periods 3 years. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. Property and Equipment Property and equipment, consisting mostly of computer equipment, is recorded at cost reduced by accumulated depreciation. Depreciation expense is recognized over the assets’ estimated useful lives of three years using the straight-line method. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. Accounts Receivable and Allowance for Uncollectible Accounts Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. As of January 31, 2017 and 2016, the Company had a valuation allowance for doubtful accounts of $18,876 and $0, respectively, for the Company’s accounts receivable. During the years ended January 31, 2017 and 2016, the Company recorded bad debt expense for uncollectible amounts of $18,876 and $11,782, respectively. Marketable securities and other investments We adopted ASC 825, “The Fair Value Option for Financial Assets and Financial Liabilities. Under this statement, an entity may elect to use fair value to measure eligible items. The adoption of this statement did not have an impact on our results of operations or financial condition. We classify these investments as current assets and carry them at fair value. We recognize all unrealized and realized gains and losses on our available-for-sale securities in other income in the accompanying consolidated statements of operations and comprehensive income (loss). 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. Our Business Services revenue includes monthly recurring charges (“MRC”) to customers, for whom charges are contracted over a specified period of time, and variable usage fees charged to customers that purchase our business products and services. Revenue recognition commences after the provisioning, testing and acceptance of the service by the customer. MRCs continue until the expiration of the contract, or until cancellation of the service by the customer. To the extent that payments received from a customer are related to a future period, the payment is recorded as deferred revenue until the service is provided or the usage occurs. Our Carrier Services revenue is primarily derived from usage fees charged to other carriers that terminate voice traffic over our network. Variable revenue is earned based on the length of a call, as measured by the number of minutes of duration. It is recognized upon completion of the call, and is adjusted to reflect the allowance for billing adjustments. Revenue for each customer is calculated from information received through our network switches. Our customized software tracks the information from the switches and analyzes the call detail records against stored detailed information about revenue rates. This software provides us with the ability to complete a timely and accurate analysis of revenue earned in a period. We believe that the nature of this process is such that recorded revenues are unlikely to be revised in future periods. Income Taxes The Company utilizes the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry-forwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the value of such assets will be realized. The Company uses the two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At January 31, 2017 and 2016, the Company did not record any liabilities for uncertain tax positions. Research and Development and Software Development Costs Capitalization of certain software development costs are recorded after the determination of technological feasibility. Based on our product development process, technological feasibility is determined upon the completion of a working model. To date, costs incurred by us from the completion of the working model to the point at which the product is ready for general release have been insignificant. Accordingly, we have charged all such costs to research and development expense in the period incurred. Our research and development costs for the years ended January 31, 2017 and 2016 were $0 and $2,500, respectively. Share-Based Compensation The Company measures the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Employee awards are accounted for under ASC 718 - where the awards are valued at grant date. Awards given to nonemployees are accounted for under ASC 505 where the awards are valued at earlier of commitment date or completion of services. Compensation cost for employee awards is recognized over the vesting or requisite service period. The Black-Scholes option-pricing model is used to estimate the fair value of options or warrants granted. Related Parties The Company follows ASC 850, "Related Party Disclosures," for the identification of related parties and disclosure of related party transactions. See note 16. Basic and Diluted Net Loss per Common Share Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. For the year ended January 31, 2017 and 2016, respectively, the following options, warrants, convertible notes and Series A convertible preferred stock were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive. Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss. Concentration of Credit Risk All of the Company’s cash and cash equivalents are maintained in regional and national financial institutions. The Company has exposure to credit risk to the extent that its cash and cash equivalents exceed amounts covered by the U.S. federal deposit insurance; however, the Company has not experienced any losses in such accounts. In management’s opinion, the capitalization and operating history of the financial institutions are such that the likelihood of material loss is remote. Derivative Financial Instruments The fair value of an embedded conversion option that is convertible into a variable amount of shares and warrants that include price protection reset provision features are deemed to be “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815 “Derivatives and Hedging”, since “down-round protection” is not an input into the calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815. The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Black-Scholes option valuation model was used to estimate the fair value of the embedded conversion options and warrants. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of our common stock, equal to the weighted average life of the options. Conversion options are recorded as debt discount and are amortized as interest expense over the life of the underlying debt instrument. 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 January 31, 2017 and January 31, 2016 for assets measured at fair value on a recurring basis: Carrying Value at January 31, 2017 January 31, 2017 Level 1 Level 2 Level 3 Total Marketable securities- available for sale $ 102,300 $ - $ - $ 102,300 Total assets 102,300 - - 102,300 Derivative liabilities - - 2,088,684 2,088,684 Total liabilities $ - $ - $ 2,088,684 $ 2,088,684 Carrying Value at January 31, 2016 January 31, 2016 Level 1 Level 2 Level 3 Total Marketable securities- available for sale $ 78,300 $ - $ - $ 78,300 Total assets 78,300 - - 78,300 Derivative liabilities - - 620,237 620,237 Total liabilities $ - $ - $ 620,237 $ 620,237 Recent Accounting Pronouncements In September 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02. In May 2014, the FASB issued an accounting standards update which modifies the requirements for identifying, allocating, and recognizing revenue related to the achievement of performance conditions under contracts with customers. This update also requires additional disclosure related to the nature, amount, timing, and uncertainty of revenue that is recognized under contracts with customers. This guidance is effective for fiscal and interim periods beginning after December 15, 2017 and is required to be applied retrospectively to all revenue arrangements. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements. In January 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” These amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Effective for public business entities that are a SEC filers for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 should be adopted on a prospective basis. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018, however, early adoption is permitted with prospective application to any business development transaction. In December 2016, the FASB has issued Accounting Standards Update (ASU) No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” The amendments affect narrow aspects of the guidance issued in ASU 2014-09 including Loan Guarantee Fees, Contract Costs, Provisions for Losses on Construction-Type and Production-Type Contracts, Disclosure of Remaining Performance Obligations, Disclosure of Prior Period Performance Obligations, Contract Modifications, Contract Asset vs. Receivable, Refund Liability, Advertising Costs, Fixed Odds Wagering Contracts in the Casino Industry, and Costs Capitalized for Advisors to Private Funds and Public Funds. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements for FASB Accounting Standards Codification Topic 606. Public entities should apply Topic 606 (and related amendments) for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. The Company is currently evaluating the method of adoption and the potential impact that Topic 606 may have on our financial position and results of operations. Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 12 Months Ended |
Jan. 31, 2017 | |
Marketable Securities [Abstract] | |
MARKETABLE SECURITIES | NOTE 4 – MARKETABLE SECURITIES On September 4, 2014 Cloud issued 30,000 post-split common shares through a consulting agreement with Gawk Incorporated valued at $105,000. The common stock issued to Gawk, for consulting services, has been accounted for as a marketable security 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 January 31, 2017 and 2016 and recorded an unrealized gain on change in fair value of the asset of $24,000 and $49,350, respectively. Total fair value of the available for sale security at January 31, 2017 and 2016 is $102,300 and $78,300, respectively. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Jan. 31, 2017 | |
Business Combination [Abstract] | |
ACQUISITIONS | NOTE 5 – ACQUISITIONS XTELUS LLC and XETLUS S.A. On June 27, 2016, the Company entered into an acquisition agreement with NEOGEN Holdings LLC, whereby the Company acquired 100% of the membership interest of XTELUS LLC and XETLUS S.A. (“XTELUS”). The acquisition of XTELUS met the definition of a business in accordance with FASB ASC Topic 805, "Business Combinations". Management determined that the Company was the acquirer in the business combination in accordance with FASB ASC Topic 805, "Business Combinations," The purchase price paid for the acquisition of XTELUS amounted to $100,000 and consisted of 1 Series D Preferred Stock, which is convertible into $100,000 of common shares at any time following 12 months from the issuance of such shares. 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: Fair Value of Consideration: June 26, 1 share of Series D Preferred Shares $ 100,000 Total Purchase Price $ 100,000 Assets and Liabilities: June 26, Current assets $ 51,374 Current liabilities (29,260 ) Goodwill 77,886 Fair value of total assets $ 100,000 Revenues of $922,912 and net loss of $58,297 since the acquisition date are included in the consolidated statements of operations and comprehensive income (loss) for the year ended January 31, 2017. Net D Consulting Inc. On 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. Net D is controlled by Chris Hall, who is an officer, director, and a controlling shareholder of the Company. The fair value of the consideration and the assets acquired is based on the aggregate value of the note payable, preferred stock and common stock issued in exchange for the software as shown below: The acquisition consisted of the purchase of a customer list which met the definition of a business in accordance with FASB ASC 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 ASC Topic 805, "Business Combinations", based on the following factors: it involved a transaction or other event in which an acquirer obtains control of one or more businesses, which an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants. The purchase price paid for the assets acquired, as amended on December 21, 2015, amounted to $3,982,125 and consisted of the following: $150,000 in cash, a $350,000 note payable to a related party with 0% annual interest, 5,000,000 common shares valued at $66,500, 500 Series A Preferred shares valued at $0, 25,000,000 Series B Preferred shares valued at $415,625, and 3 Series C Preferred shares convertible into $3,000,000 common shares. The Company paid net cash of $134,531 for acquisition of Net D’s asset. 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: Fair Value of Consideration: Cash $ 150,000 Note payable to related party 350,000 5,000,000 common shares 66,500 500 Series A Preferred shares - 25,000,000 Series B Preferred shares convertible into common shares 415,625 3 Series C Preferred shares convertible into common shares 3,000,000 Total Purchase Price $ 3,982,125 Recognized amounts of identifiable assets acquired: Assets: Customer list $ 433,376 Goodwill 3,548,749 Fair value of total assets $ 3,982,125 Connexum, LLC. On January 18, 2016, the Company entered into an acquisition agreement with Net D, whereby the Company acquired 100% of the membership interest of Connexum, LLC (“Connexum”) from Net D, a related party. The acquisition of Connexum met the definition of a business in accordance with FASB ASC Topic 805, "Business Combinations". As such, the Company accounted for the acquisition as a business combination. Net D and Connexum are controlled by Chris Hall, who is an officer, director, and a controlling shareholder of the Company. Management determined that the Company was the acquirer in the business combination in accordance with FASB ASC Topic 805, "Business Combinations", based on the following factors: (i) there was a change in control of Connexum; (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. On January 18, 2016, the purchase price paid for the acquisition of Connexum amounted to $2,054,375 and consisted of the following: a $1,000,000 note with annual interest of 18% which matures on August 1, 2017 and 5,000,000 Series B Preferred shares valued at $54,375. The note provides for monthly principal and interest payments of $63,806. The agreement also provides for contingent consideration of 1 Series C Preferred share convertible into $1,000,000 common shares if Connexum achieves 80% of anticipated revenue and another 1 Series C Preferred share convertible into $1,000,000 common shares if Connexum achieves 100% of anticipated revenue within one year from the date of acquisition. On January 16, 2017, the Company entered into amendment to acquisition agreement, to amend for issuing Series D Preferred Shares instead of issuing Series C Preferred shares, as follows; 10 Series D Preferred Shares of Gawk Incorporated, if Connexum achieves 80% of anticipated revenue and another 10 Series D Preferred Shares of Gawk Incorporated, if Connexum achieves 100% of anticipated revenue, for a total of 20 shares of Series D Preferred Shares of Gawk Incorporated. The Series D Preferred Shares will convert at the rate of $100,000 for each Series D Preferred Shares held. On January 18, 2017, Connexum achieved 100% of anticipated revenue within one year from the date of acquisition. As a result, Gawk issued 20 Series D Preferred Shares and recognized additional goodwill of $1,000,000. Total goodwill generated from acquisition of Connexum was $1,416,851 as of January 31, 2017 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: Fair Value of Consideration: January 18, Note payable to related party $ 1,000,000 5,000,000 Series B Preferred shares 54,375 Contingent consideration – 20 Series D Preferred shares 2,000,000 Total Purchase Price $ 3,054,375 Fair Value of Consideration: January 18, Current assets $ 86,132 Current liabilities assumed (172,763 ) Customer list 1,724,155 Goodwill 1,416,851 Fair value of total assets $ 3,054,375 Unaudited combined proforma results of operations for the year ended January 31, 2017 and 2016 as though the Company acquired Connexum, Net D, and XTELUS on February 1, 2015, are set forth below: January 31, 2017 2016 Revenues $ 6,054,109 $ 5,688,741 Cost of revenues 4,711,771 4,085,383 Gross profit 1,342,338 1,603,358 Operating expenses 8,992,236 4,082,657 Operating loss (7,649,898 ) (2,479,299 ) Other expense (4,744,045 ) (3,143,033 ) Gain (loss) from discontinued operations 16,118 (1,239,427 ) Net Loss $ (12,377,825 ) $ (6,861,759 ) WebRunner, LLC On October 30, 2014, the Company, through a comprehensive agreement with Webrunner, LLC (“Webrunner”), has purchased a complete data center. The Company sold WebRunner on October 31, 2016 (see Note 6). 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 primarily of the purchase of a data center and all of its business, which are considered to meet the definition of a business in accordance with FASB ASC 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 ASC Topic 805, "Business Combinations", based on the following factors: (i) there was a change in control of Webrunner; (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 $2,104,932 which included $225,000 in cash, 1 Series C Preferred share convertible into $1,000,000 of common stock and 9,100,000 options to purchase stock at an exercise price of $0.10 valued at $879,932 using the Black Scholes option pricing model. The assumptions used to value the options were as follows: a) stock price of $0.0978; b) strike price of $0.10, c) term of 5 years and d) volatility of 268%. 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: October 30, 2014 Fair Value of Consideration: Cash $ 225,000 1 Series C Preferred share convertible into common shares 1,000,000 9,100,000 options at an exercise price of $0.10 879,932 Total Purchase Price $ 2,104,932 Recognized amounts of identifiable assets acquired: Assets: Cash $ 190,931 IP Address 81,920 Customer list 359,067 Equipment 176,975 Goodwill 1,310,908 Fair value of total assets 2,119,801 Note payable RND Media (10,000 ) Accounts payable and accrued liabilities (4,869 ) Fair value of net assets $ 2,104,932 Webrunner, Inc. assets includes IP Address space assigned to it through American Registry for Internet Numbers (ARIN) which consists of a /19, pronounced “Slash Nineteen”, which contains 8192 IP Addresses that are used in conjunction with our services provided to our customers. An Internet Protocol address (IP address) is a numerical label assigned to each device (e.g., computer, printer) participating in a computer network that uses the Internet Protocol for communication. An IP address serves two principal functions: host or network interface identification and location addressing. The designers of the Internet Protocol defined an IP address as a 32-bit number and this system, known as Internet Protocol Version 4 (IPv4), is still in use today. However, because of the growth of the Internet and the predicted depletion of available addresses, a new version of IP (IPv6), using 128 bits for the address, was developed in 1995. IPv6 was standardized as RFC 2460 in 1998, and its deployment has been ongoing since the mid-2000s. IP addresses are usually written and displayed in human-readable notations, such as 172.16.254.1 (IPv4), and 2001:db8:0:1234:0:567:8:1 (IPv6). The Internet Assigned Numbers Authority (IANA) manages the IP address space allocations globally and delegates five regional Internet registries (RIRs) to allocate IP address blocks to local Internet registries (Internet service providers) and other entities. The expected of the Equipment, IP Addresses and Customer List is 3 years of which we will be applying both amortization and depreciation on a quarterly basis in a straight line format. The comprehensive agreement call for the implementation of three employment agreement and three management agreements for the members of Webrunner LLC. The Company has not adopted an employee stock option plan which has been approved by the shareholders. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Jan. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 6 – DISCONTINUED OPERATIONS On October 31, 2016, the Company entered into the asset purchase and sale agreement (the “Agreement”) with Giggle Fiber, LLC. Pursuant to the terms of the Agreement, the Company sold the equipment, customer list of Webrunner and bank accounts related to Webrunner for $413,861, payable in installments. The Company recorded gain on sales of assets of $111,467 as discontinued operations during the year ended January 31, 2017. The total consideration received was $401,052. The following table shows the results of operations of Webrunner for fiscal years 2017 and 2016 which are included in the gain (loss) from discontinued operations: Years Ended July 31, 2017 2016 Revenue $ 225,575 $ 318,484 Operating expenses General and administration (186,913 ) (179,228 ) Impairment loss - (1,200,003 ) Depreciation and amortization (134,011 ) (178,680 ) Loss from discontinued operations $ (95,349 ) $ (1,239,427 ) |
EQUIPMENT
EQUIPMENT | 12 Months Ended |
Jan. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
EQUIPMENT | NOTE 7 – EQUIPMENT Equipment at January 31, 2017 and 2016 consist of the following: January 31, 2017 January 31, 2016 Acquisition of Webrunner - Equipment - 176,975 Total tangible assets - 176,975 Accumulated depreciation of tangible assets - (73,740 ) Total tangible assets $ - $ 103,235 Depreciation expense for the years ended January 31, 2017 and 2016 amounted to $44,244 and $58,992, respectively. All depreciation expenses are included in loss from discontinued operations. On October 31, 2016, the Company entered into the asset purchase and sale agreement (the “Agreement”) with Giggle Fiber, LLC. Pursuant to the terms of the Agreement, the Company sold the equipment, customer list of Webrunner and bank accounts related to the Webrunner for $413,861, payable in instalments. The total consideration received was $401,052. The Company recorded gain on sales of asset of $111,467 as discontinued operations during the year ended January 31, 2017 (See Note 16). The following table summarizes the carrying amounts of the sold assets; October 31, Assets 2016 Bank accounts related to Webrunner $ 12,809 Equipment, net of depreciation of $117,984 58,991 Intangible assets, net of amortization $239,378 119,689 Goodwill 110,905 Total assets $ 302,394 |
INTANGIBLES AND GOODWILL
INTANGIBLES AND GOODWILL | 12 Months Ended |
Jan. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES AND GOODWILL | NOTE 8 – INTANGIBLES AND GOODWILL Intangible assets at January 31, 2017 and 2016 consist of the following: January 31, 2017 January 31, 2016 Customer list - Webrunner $ - $ 359,067 IP Address - Webrunner 81,920 81,920 Customer list - Net D - 433,376 Customer list - Connexum 1,724,155 1,724,155 Total intangible assets 1,806,075 2,598,518 Accumulated amortization of intangible assets (656,244 ) (312,173 ) Total intangible assets $ 1,149,831 $ 2,286,345 The intangible assets are amortized over an estimated useful life of 3 years. Amortization expense from continuing operations amounted to $746,487 and $155,736 for the years ended January 31, 2017 and 2016, respectively. Amortization expense from discontinued operations amounted to $89,766 and $119,688 for the years ended January 31, 2017 and 2016, respectively. Goodwill at January 31, 2017 and 2016 consist of the following: January 31, 2017 January 31, 2016 Goodwill of Webrunner $ - $ 110,905 Goodwill of Net D - 3,548,749 Goodwill of Connexum 1,416,851 416,851 $ 1,416,851 $ 4,076,505 During the year ended January 31, 2017, we determined that the carrying value of Net D and XTELUS, which are separate reporting units, exceeded its fair value at the measurement date, requiring step two in the impairment test process. The fair value of the Net D and XTELUS reporting unit were determined primarily using an income approach based on the present value of discounted cash flows. We determined the implied fair value of intangible asset and goodwill were substantially below the carrying value of the reporting unit. Accordingly, we recognized impairment loss of $180,572 in intangible asset and $3,548,749 in goodwill for Net D and $77,886 in goodwill for XTELUS, which resulted in no intangible asset and goodwill remaining for Net D and XTELUS as of January 31, 2017. During the year ended January 31, 2016, we determined that the carrying value of Webrunner, which is a separate reporting unit, exceeded its fair value at the measurement date, requiring step two in the impairment test process. The fair value of the Webrunner reporting unit was determined primarily using an income approach based on the present value of discounted cash flows. We determined the implied fair value of goodwill was substantially below the carrying value of the reporting unit's goodwill. Accordingly, we recognized a goodwill impairment loss of $1,200,003, which resulted in goodwill of $110,905 remaining for Webrunner as of January 31, 2016. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Jan. 31, 2017 | |
Convertible Notes Payable and Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 9 – NOTES PAYABLE The Company had the following notes payable and notes payable - related party outstanding as of January 31, 2017 and 2016: Notes Payable January 31, 2017 January 31, 2016 Dated – October 30, 2014 $ 10,000 $ 10,000 Dated – June 3, 2015 - 25,000 Dated – December 11, 2015 - 50,000 Dated – August 4, 2016 25,000 - Dated – September 30, 2016 65,476 - Total notes payable 100,476 85,000 Less: debt discount and deferred financing fees (1,546 ) - 98,930 85,000 Less: current portion of notes payable 98,930 85,000 Long-term notes payable $ - $ - The Company recognized amortization expense related to the debt discount and deferred financing fees of $1,404 and $0 for the year ended January 31, 2017 and 2016, respectively. The total borrowings and principal repayment on note payable during the year ended January 31, 2017 was $147,050 and $59,524, respectively. Dated - October 30, 2014 On October 30, 2014, the Company exercised the comprehensive acquisition agreement of Webrunner, LLC (“Webrunner”) and in the acquisition the Company assumed the debt of RNC Media in the amount of $10,000. The Note does not have any interest payable and is due upon demand. Dated - June 3, 2015 and December 11, 2015 The two notes were issued to Mr. Doyle Knudson, are subject to annual interest of 15% and are convertible into a total of 863,000 common shares. The note issued on June 3, 2015 matured in December 2015. On August 4, 2016, the Company entered into the new agreement with Crossover Capital Fund I, LLC, which the Company issued a new convertible note of $75,000 for the payment of the two notes totaling $75,000. As a result of this agreement, the Company recognized gain on debt settlement of $9,279 for the year ended January 31, 2017. Dated – August 4, 2016 The note was issued to Mr. Doyle Knudson, are subject to annual interest of 15% and are secured by 250,000 shares of common stock. The note matured in February 2017. The total cash proceeds received from the note was $25,000 Dated – September 30, 2016 The Company entered into the revenue based factoring agreement with Powerup Lending Group, Ltd. and received cash of $125,000. The note includes an original issue discount and financing fee of $2,950 and the Company received cash of $122,050. The Company is required to make weekly principal and interest payments of $4,560 for a period of 34 weeks through May 30, 2017. Notes Payable - related party January 31, 2017 January 31, 2016 Dated – April 23, 2015 $ 231,250 $ 282,250 Dated - January 18, 2016 - 975,000 Dated - December 21, 2016 542,349 - Total notes payable 773,599 1,257,250 Less: current portion of notes payable 614,085 868,361 Long-term notes payable $ 159,514 $ 388,889 The total borrowings and principal repayment on related party note payable during the year ended January 31, 2017 was $25,000 and $582,903, respectively Dated - April 23, 2015 On May 1, 2015, in connection with the acquisition of the assets of Net D Consulting, Inc. (“Net D”), the Company issued a $350,000 note which bears no interest and matures on October 7, 2016. The Company made repayments on the note of $51,000 during the year ended January 31, 2017. Dated - January 18, 2016 On January 18, 2016, in connection with the acquisition of Connexum, the Company issued a $1,000,000 note to Net D which bears annual interest of 18%. The Company is required to make monthly principal and interest payments of $63,806 for a period of 18 months through August 1, 2017. The company incurred additional $25,000 borrowing from Net D during the year ended January 31, 2017. The Company paid principal and interest payments of $574,252 for the year ended January 31, 2017. On December 21, 2016, the Company entered into the new agreement which the company issued a note payable of $574,252 for payment of the old Note of $500,000. As a result, the Company recorded loss on debt extinguishment of $74,252 for the year ended January 31, 2017. Dated – December 21, 2016 On December 21, 2016, the Company entered into the new agreement which the company issued a note payable of $574,252 for payment of the Note dated January 18, 2016. The Note bears interest rate of $7.29% for 1 st |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Jan. 31, 2017 | |
Convertible Notes Payable and Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 10 – CONVERTIBLE NOTES PAYABLE The Company had the following convertible notes payable outstanding as of January 31, 2017 and 2016: January 31, January 31, Promissory Note - Issued August 22, 2014, with a fixed conversion price of $0.10 per common share or 17,000,000 shares of common stock. $ 1,700,000 $ 1,700,000 Promissory notes – Issued in fiscal year 2016, with variable conversion features. 83,951 449,666 Promissory notes – Issued in fiscal year 2017, with variable conversion features. 876,791 - Total convertible notes payable 2,660,742 2,149,666 Less: debt discount and deferred financing fees (598,790 ) (204,427 ) 2,061,952 1,945,239 Less: current portion of convertible notes payable 2,061,952 1,934,932 Long-term convertible notes payable $ - $ 10,307 The Company recognized amortization expense related to the debt discount and deferred financing fees of $1,109,303 and $342,831 for the year ended January 31, 2017 and 2016, respectively. Promissory Note - August 22, 2014 In connection with the settlement agreement entered into with Doyle Knudson, an investor, in 2014, the Company issued a $1.8 million convertible promissory note with a fixed conversion price of $0.10 per share or 18,000,000 shares of common stock. The note is subject to annual interest of 10%, matured in August 2015 and is currently past due. In May and December 2015, a total of $100,000 note principal was transferred to another lender. The Company initially recorded a discount on the convertible note due to a beneficial conversion feature of $358,200 and amortized $208,950 for the year ended January 31, 2016. Due to the variable conversion rates in the other convertible notes (see below), the $1,700,000 balance of the note became tainted and the embedded fixed conversion option was bifurcated and accounted for as a derivative liability. Promissory Notes - Issued in fiscal year 2016 During the year ended January 31, 2016, the Company issued a total of $449,666 notes with the following terms: · Terms ranging from 9 months to 2 years · Annual interest rates ranging from 5% to 12% · Convertible at the option of the holders either at issuance or 180 days from issuance. The note dated September 29, 2015 is convertible at the later of the maturity date or date of default. · Conversion prices are typically based on the discounted (50% to 60% discount) lowest trading prices of the Company’s shares during various periods prior to conversion. Certain notes allow for the conversion price to be the lower of $0.01 or the discounted trading price Certain notes allow the Company to redeem the notes at rates ranging from 118% to 148% depending on the redemption date provided that no redemption is allowed after the 180 th The Company determined that the conversion feature met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and therefore bifurcated the embedded conversion option once the note becomes convertible and accounted for it as a derivative liability. The fair value of the conversion feature was recorded as a debt discount and amortized to interest expense over the term of the note. The Company valued the conversion feature using the Black Scholes valuation model. The fair value of the derivative liability for all the notes that became convertible during the year amounted to $459,733. $209,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $250,733 was recognized as a day 1 derivative loss. Promissory Notes - Issued in fiscal year 2017 During the year ended January 31, 2017, the Company issued a total of $1,266,417 notes with the following terms: · Terms ranging from 9 months to 20 months · Annual interest rates ranging from 8% to 12% · Convertible at the option of the holders either at issuance or 180 days from issuance. · Conversion prices are typically based on the discounted (50% to 60% discount) lowest trading prices of the Company’s shares during various periods prior to conversion. Certain notes allow for the conversion price to be a floor of $0.0005 and $0.00005 per share. Certain notes allow the Company to redeem the notes at rates ranging from 118% to 150% depending on the redemption date provided that no redemption is allowed after the 180 th The Company determined that the conversion feature met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity's Own Stock and therefore bifurcated the embedded conversion option once the note becomes convertible and accounted for it as a derivative liability. The fair value of the conversion feature was recorded as a debt discount and amortized to interest expense over the term of the note. The Company valued the conversion feature using the Black Scholes valuation model. The fair value of the derivative liability for all the notes that became convertible, including the notes issued in prior years, during the year ended January 31, 2017 amounted to $3,245,991. $1,356,692 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $1,889,299 was recognized as a “day 1” derivative loss. During the year ended January 31, 2017, the Company converted notes with principal amounts of $579,784 and accrued interest of $35,744 into 2,054,226,375 shares of common stock. The corresponding derivative liability at the date of conversion of $1,258,063 was credited to additional paid in capital. Replacement of Notes During the year ended January 31, 2017, the Company assigned 16 notes with outstanding principal amounts totaling to $424,178 to two lenders which resulted to the payment of prepayment penalties amounting to $156,809 and recognized loss on debt settlement of $267,646 due to the modification of the replacement note conversion feature, and the difference between the fair value of derivative of the conversion feature. The following table summarizes the detail of assigned 16 notes; Assigned Principal Accrued Prepayment penalties Tranches in effect as of January 31, 2017 5 $ 147,741 $ 12,992 $ 66,412 Tranches in not effect as of January 31, 2017 Tranches in effect as of February 12, 2017 5 69,549 5,472 22,507 Tranches in effect as of March 12, 2017 2 60,000 6,401 19,920 Tranches in effect as of April 12, 2017 2 71,131 5,188 22,895 Tranches in effect as of May 12, 2017 2 75,757 7,827 25,075 Total 16 $ 424,178 $ 37,880 $ 156,809 During the year ended January 31, 2017, the Company assigned an additional 10 notes with principal amounts totaling to $375,750 to two lenders. Prepayment of $142,670 was paid by cash and recognized in interest expense, and $31,440 was non-cash and recognized as prepayment penalties. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Jan. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 11 – 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. 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 January 31, 2017. 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 January 31, 2017 and 2016: Year Ended Year Ended January 31, January 31, Expected term 0 - 1.50 years 0.4 - 2 years Expected average volatility 120% - 716 % 249% - 328 % Expected dividend yield - 0 Risk-free interest rate 0.18% - 0.84 % 0.05% - 0.83 % At January 31, 2017, the estimated fair values of the liabilities measured on a recurring basis are as follows: January 31, 2017 Level 1 Level 2 Level 3 Total Promissory Note – Issued August 22, 2014 $ - $ - $ 3,400 $ 3,400 Promissory Notes – Issued in fiscal year 2016 - - 164,794 164,794 Promissory Notes – Issued in fiscal year 2017 - - 1,920,490 1,920,490 Total liabilities $ - $ - $ 2,088,684 $ 2,088,684 The following table summarizes the changes in the derivative liabilities during the year ended January 31, 2017: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - January 31, 2015 $ - Addition of new derivatives recognized as debt discounts 259,000 Addition of new derivatives recognized as options compensation 340,200 Addition of new derivatives recognized as day one loss on derivatives 469,730 Derivatives settled upon conversion of debt and exercise of warrants (238,314 ) Reclassification from APIC to derivative due to tainted instruments 586,250 Loss on change in fair value of the derivative (796,629 ) Balance - January 31, 2016 $ 620,237 Addition of new derivatives recognized as debt discounts 1,356,692 Addition of new derivatives recognized as options compensation 177,000 Addition of new derivatives recognized as day one loss on derivatives 1,289,210 Derivatives settled upon conversion of debt and exercise of warrants (1,417,063 ) Loss on change in fair value of the derivative 62,608 Balance - January 31, 2017 $ 2,088,684 The net gain on derivatives during the year ended January 31, 2017 and 2016 was $1,351,818 and $326,899, respectively. |
STOCK PAYABLE
STOCK PAYABLE | 12 Months Ended |
Jan. 31, 2017 | |
Stock Payable [Abstract] | |
STOCK PAYABLE | NOTE 12 – STOCK PAYABLE Investor payable - common shares In December 2013 and January 2014, the Company entered into stock purchase agreements with third parties for 100,000 and 250,000 Series B Preferred shares, respectively, for a total consideration of $100,000 and $250,000, respectively. The Company was unable to issue the preferred shares and has accounted for the amounts received as investor payable. The Company also issued 8,000,000 Preferred B Warrants with the acquisition of Poker Junkies LLC. These Preferred Series B Warrants once exercised would require the Company to issue Series B Preferred shares. From November 2013 through January 31, 2014 the Company issued 1,028,000 of Series B Preferred stock valued at $1,028,000 for the exercise of the Preferred B warrants. From February 2014 through April 2014 the Company issued 699,200 of Series B Preferred stock valued at $699,200 for the exercise of the Preferred B warrants. On June 18, 2014, the Company rescinded this transaction due to the failure of the holder to deliver the Preferred B warrants. The Company decided to issue common shares in lieu of issuing the Series B Preferred shares related to the acquisition of Poker Junkies LLC and those issued in connection with the stock purchase agreements disclosed above. The Company agreed to issue common stock at 125% of the value of the Series B Preferred shares. During the years ended January 31, 2017 and 2016, the Company issued 0 and 4,960,000 common shares, respectively, for a total consideration of $0 and $496,000, respectively. As of January 31, 2017, and 2016, investor payable – common stock totaled $658,000, respectively. Preferred Stock Payable On December 21, 2015, the Company recorded preferred stock payable of $13,438 for 13,437,500 Series B Preferred shares related to the acquisition of the assets of Net D (see Note 5). During the year ended January 31, 2017, the Company issued 13,437,500 Series B Preferred shares to settle this payable. On October 30, 2014, the Company recorded $1,000,000 as preferred share payable which shall be converted to 1 Series C Preferred share for the acquisition of Webrunner. On April 9, 2015, the Company issued 1 Series C Preferred Share to settle this payable. As of January 31, 2017 and 2016, preferred stock payable totaled $0 and $13,438, respectively. |
EQUITY
EQUITY | 12 Months Ended |
Jan. 31, 2017 | |
Equity [Abstract] | |
EQUITY | NOTE 13 – EQUITY Amendment to Articles of Incorporation or Bylaws On April 10, 2016, the Company filed a Certificate of Amendment with the state of Nevada, to the Company’s Articles of Incorporation, to increase the number of authorized shares of capital stock to 15,000,000,000 shares. With 14,900,000,000 shares of common stock, par value $0.001 and 100,000,000 shares of preferred stock, par value $0.001. Preferred Stock 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. The terms of the Certificate of Designation of the Series A Preferred Stock, include the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote (“Super Majority Voting Rights”). The Series A Preferred Stock will be entitle to this 51% voting right no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future. As of January 31, 2017, and 2016, 1,000 shares of series A Preferred Stock were issued and outstanding, respectively. Series B Convertible Preferred Stock On March 11, 2016, the Company amended its Articles of Incorporation to increase the number of preferred shares designated Series B Convertible Shares (the “Series B”) from 50,000,000 to 95,000,000. Holders of the Series B Preferred shares shall be entitled to receive dividends or other distributions with the holders of the Company’s common shares on an “as converted” basis when, as, and if declared by the directors of the Company. The Holders have the right to convert each Series B Preferred share, at any time after 6 months from the date of issuance, into fully paid and non-assessable common shares on the basis of 1 Series B Preferred share for 1.25 common shares (1:1.25). During the year ended January 31, 2017, the Company issued Series B Preferred shares, as follows: · On December 21, 2015, the Company recorded preferred stock payable of $13,438 for 13,437,500 Series B Preferred shares related to the acquisition of the assets of Net D. During the nine months ended October 31, 2016 the Company issued 13,437,500 Series B Preferred shares to settle this payable. · On February 3, 2016, 4,750,000 shares were sold for cash of $20,000. On issuance, value of the underlining common stock represented a beneficial conversion feature of $23,344. The beneficial conversion feature will be recognized when the preferred stock becomes convertible on August 3, 2016 as a deemed dividend. During the year ended January 31, 2016, the Company issued Series B Preferred shares, as follows: · 437,500 shares were sold for cash on June 22, 2015 for a total consideration of $17,500. · 25,000,000 shares with fair value of $415,625 in connection with the acquisition of Net D’s assets (see Note 5). Of this amount, the par value of $13,438 related to the 13,437,500 shares in excess of the authorized shares at January 31, 2016 is reported as preferred stock payable in the consolidated balance sheets · 5,000,000 shares with a fair value of $54,375 in connection with the acquisition of Connexum (see Note 5). · 25,000,000 shares with a fair value of $415,625 as settlement of amounts due to the CEO totaling $438,854. As a result, the Company recorded a loss on settlement of liabilities of $2,976,771 (see also below). · 8,000,000 shares were sold for cash in January 2016 for a total consideration of $30,000 As of January 31, 2017, and 2016, 68,187,500 and 50,000,000 shares of Series B Preferred Stock were issued and outstanding, respectively. Series C Convertible Preferred Stock The Series C Preferred Stock consists of 100 shares, at a par value of $0.001 per share, with certain rights, privileges, preferences and restrictions as set forth in Series C Preferred Stock Certificate of Designation. Holders of the Series C Preferred shares shall be entitled to receive dividends or other distributions with the holders of the Company’s common share on an “as converted” basis when, as and if, declared by the directors of the Company. Each share of the Series C Preferred Stock shall be convertible, at the option of the holder thereof and subject to notice requirements at any time following 12 months from the issuance of such shares, into such number of fully paid and non-assessable common shares worth $1,000,000. During the year ended January 31, 2017, the Company determined the Series C Convertible Preferred Stock is considered to be contingently redeemable convertible and as a result, has been classified as mezzanine equity in the Company's balance sheet, as of January 31, 2017 and 2016. During the year ended January 31, 2017, the Company issued Series C Preferred shares, as follows: · 1 share with a fair value of $1,000,000 as settlement of amounts due to the CEO totaling $271,200 · 1 share with a fair value of $1,000,000 as settlement of amounts due to the CFO totaling $164,000 As a result, the Company recorded a loss on settlement of debt of $1,564,800. During the year ended January 31, 2016, the Company issued Series C Preferred shares, as follows: · 1 share to settle the preferred stock payable of $1,000,000 recorded in connection with the acquisition of Webrunner · 3 shares with a fair value of $3,000,000 in connection with the acquisition of Net D’s assets (see Note 5). · 3 shares with a fair value of $3,000,000 as settlement of amounts due to the CEO totaling $438,854. As a result, the Company recorded a loss on settlement of debt of $2,976,771. On April 11, 2014, the Company and Doyle Knudson entered into a Series C Preferred Stock Purchase Agreement dated as of April 10, 2014, pursuant to which the Company sold 7 Series C Preferred shares for an aggregate purchase price of $3,300,000. As of January 31, 2017, and 2016, 16 and 14 shares of Series C Preferred Stock were issued and outstanding, respectively. Series D Convertible Preferred Stock On June 23, 2016, pursuant to its Articles of Incorporation and Bylaws, the Board of Directors of the Company, unanimously approved the designation of a new series of preferred stock, "Series D Convertible Preferred Stock. Each share of the Series D Preferred Stock shall be convertible, at the option of the holder thereof and subject to notice requirements at any time following 12 months from the issuance of such shares, into such number of fully paid and non-assessable common shares worth $100,000. During the year ended January 31, 2017, the Company determined the Series D Convertible Preferred Stock is considered to be contingently redeemable convertible and as a result, has been classified as mezzanine equity in the Company's balance sheet, as of January 31, 2017 and 2016. During year ended January 31, 2017, the Company issued Series D Preferred shares, as follows: · 1 share with a fair value of $100,000 in connection with the acquisition of XTELUS (see Note 5). · 20 shares with a fair value of $2,000,000 in connection with the acquisition of Connexum (See Note 5) As of January 31, 2017 and 2016, 21 and 0 shares of Series D Preferred Stock were issued and outstanding, respectively. Common stock The Company is authorized to issue 14,900,000,000 shares of common stock at a par value of $0.001. During the year ended January 31, 2017, the Company issued common shares, as follows: · 2,054,226,375 common shares were issued for the conversion of debt and accrued interest of $615,528. · 41,000,000 common shares in exchange for the exercise of options for no consideration During the year ended January 31, 2016, the Company issued common shares, as follows: · 2,700,000 common shares with a fair market value of $54,000 to James E McCrink Trust in accordance with a settlement agreement reached with the latter on January 19, 2015 in connection with a complaint filed on November 4, 2014. · 21,000,000 shares with a fair value of $161,100 as compensation to board members and employees. · 16,150,000 shares with a fair value of $134,960 as compensation to consultants. · 4,587,156 shares with a fair value of $20,183 to settle a $40,000 payable. The Company recognized a gain on settlement of liabilities of $19,817. · 1,545,000 shares with a fair value of $13,042 as deferred financing fees · 4,960,000 shares in exchange for warrants for a total consideration of $496,000 (see Note 11). · 5,000,000 shares with fair value of $66,500 in connection with the acquisition of Net D’s assets (see Note 5). · 44,189,102 common shares were issued for the conversion of debt, accrued interest and associated fees of $121,958. As of January 31, 2017, and 2016, 2,357,089,633 and 261,863,258 shares of common stock were issued and outstanding, respectively. Warrants and Options Warrants As of January 31, 2017, and 2016, there are no warrants outstanding. Options The Company has 9,100,000 options issued in connection with the acquisition of Webrunner. During year ended January 31, 2017, the Company entered into three separate agreements with consultants to provide the Company with consulting services in exchange for options of 17,000,000, 5,000,000 and 17,000,000 with an exercise price of $0, respectively. The options can be exercised by the holder any time prior to June 30, August 31, and September 30, 2016. These options were tainted as a result of the convertible notes with variable conversion rates (see Note 7) and were accounted for as derivative instruments at the time of issuance. The fair value of the derivatives related to the options amounting to $177,000 was recorded as stock compensation expense during the year ended January 31, 2017, with a corresponding credit to derivative liability (see Note 11). 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 27,000,000 stock options with an exercise price of $0.005 per share instead of the common shares. The options can be exercised by the holder any time prior to December 1, 2016. These options were tainted as a result of the convertible notes with variable conversion rates (see Note 9) and were accounted for as derivative instruments at the time of issuance. The fair value of the options amounting to $340,200 was recorded as stock compensation expense during the year ended January 31, 2016, with a corresponding credit to derivative liability (see Note 11). During the year ended January 31, 2017, 41,000,000 options were exercise and the corresponding derivative liability at the date of exercise of $159,000 was credited to additional paid in capital. During the year ended January 31, 2017, 25,000,000 options were forfeited, as a result, the company recorded gain on change in fair value of derivative of $81,472. The following table summarizes information relating to outstanding and exercisable stock options as of January 31, 2017: Options Outstanding Weighted Average Shares Exercise Price Outstanding, January 31, 2015 9,100,000 $ 0.10 Granted 27,000,000 $ 0.005 Exercised - $ - Forfeited/canceled - $ - Outstanding, January 31, 2016 36,100,000 $ 0.03 Granted 39,000,000 $ - Exercised (41,000,000 ) $ (0.0009 ) Forfeited/canceled (25,000,000 ) $ - Outstanding, January 1, 2017 9,100,000 $ 0.10 Options Outstanding Options Exercisable Number of Shares Weighted Average Remaining Contractual life (in years) Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price 9,100,000 2.75 $ 0.10 9,100,000 $ 0.10 The options have no intrinsic value at January 31, 2017. Employee Incentive Bonus Plan On June 27, 2016, the Company entered into employee agreement with two employees that contain preferred share issuance incentive bonuses based on various sales targets for XTELUS, for the 12- month period ending June 27, 2017. The first award contains cash compensation of $10,000 per month and the ability to earn 500,000 shares of Series B preferred stock if XTELUS revenue of $1,000,000 is generated within 12 months. The second award contains cash compensation of $20,000 per month, 5 shares of Series D preferred stock earned on June 27, 2017 (with 1 share earned immediately upon revenue of $100,000 being generated within first six months) and the ability to earn up to 6,500,000 shares of Series B preferred stock based upon XTELUS revenue targets up to $1,000,000 over 12 months and up to an additional 3,000,000 shares of Series B preferred stock based upon XTELUS revenue targets up between $1,000,000 and greater than $7,000,000 over 12 months. The Company assessed the probability that the revenue targets will be met and determined that the target revenue will most likely meet $1,000,000 and based on the stock awards, estimated the fair value of 6,500,000 shares of Preferred B stock at $32,500, 5 shares of Preferred D stock at $500,000 and 500,000 shares of Preferred B stock at $2,500, respectively. For the year ended January 31, 2017, the Company recognized stock based compensation of $361,000 under these awards, with a corresponding credit to additional paid in capital. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jan. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES Rent The lease is related to Webrunner business and on October 30, 2016, the Company entered into the sale of Webrunner business (See Note 6). Rent expense from discontinued operations for the years ended January 31, 2017 and 2016 was $112,229 and $77,633, respectively. 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 January 31, 2016, the software has not been delivered to the Company and as such the cash paid for the encryption licensing agreement of $1,125,000 has been accounted as a deposit. During the year ended January 31, 2016, the Company wrote off 50% of the deposit amounting to $562,500 to impairment expense and during the year ended January 31, 2017, the Company wrote off the rest of 50% of the deposit amounting to $562,500 to impairment expense. Contingency StoneRidge Gawk contracted Stoneridge Capital, LLC. (“Stoneridge”) for Finance and Business Development services within the entertainment and technology sector that applies to Company’s business model. Subsequent to signing these agreements Gawk pivoted the company’s focus from the streaming media market to the telecommunications sector at which point Stoneridge’s services were no longer needed nor had any services to that point been received by the Company. Pursuant to the agreement, Gawk agreed to pay Stoneridge $750,000 but feel this amount is not owing. As of January 31, 2017 and 2016, $750,000 and $250,000 was recorded in accounts payable, respectively. Windstream Holdings, Inc. At the time of acquisition of Connexum, Windstream Holdings, Inc. ("Windstream"), a provider of voice and data network communications, and managed services, to businesses in the United States, claimed that Connexum owed them $600,000, which charges Connexum denies. In 2015, Connexum contracted with Windstream to purchase high cost long distance services. When receiving the initial invoices Connexum noticed the bill was not what was expected and issued a dispute for the incorrect charges and paid the non-disputed amount of just over $20,000. Then, without notice, Windstream turned off services. Shortly thereafter Windstream and Connexum disputed over high cost traffic. Windstream continued to bill Connexum for many months even after disconnecting its service, which ended up totaling nearly $580,000 of disputed fees. At the time of disconnection, there was approximately $20,000 in actual unpaid usage fees. It is unlikely that the Company would pay these fees. Windstream has not threatened litigation at this point and Connexum is actively working to settle the disputed amount. On May 25, 2016, the Company reached a settlement with Windstream for $20,000, which the Company paid during the year ended January 31, 2017. Tarpon Bay Partners LLC On May 26, 2016, Tarpon Bay Partners, LLC (“Tarpon Bay”) initiated action against the Company in New York State Supreme Court, case #652178/2016. The company and Tarpon Bay Partners, LLC reached a settlement on December 29, 2016 and the Company paid $50,000 in accordance with the settlement agreement. John Boritz On or about November 11, 2016 a verified complaint was filed in the Circuit Court for Howard County, Maryland being case number C-16-107586-DT against the Company by an investor known as John Boritz. The Company intends to fervently defend the foregoing action. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jan. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15 – INCOME TAXES The benefit for income taxes from continued operations for the years ended January 31, 2017 and 2016 consist of the following: Year Ended January 31, 2017 2016 Current: Federal $ - $ - State - - Deferred: Federal $ 871,182 $ 531,744 State 230,607 140,756 1,101,789 672,500 Valuation allowance (1,101,789 ) (672,500 ) Provision benefit for income taxes, net $ - $ - The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows: January 31, 2017 2016 Statutory federal income tax rate (34% ) (34% ) State income taxes and other 9 % 9 % Change in valuation allowance 34 % 34 % Effective tax rate - - Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following: January 31, 2017 2016 Net operating loss carryforward $ 4,517,999 $ 3,416,210 Valuation allowance (4,517,999 ) (3,416,210 ) Deferred income tax asset $ - $ - Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The Company has a net operating loss carryforward of approximately $10,507,000 available to offset future taxable income through 2035. For income tax reporting purposes, the Company’s aggregate unused net operating losses are subject to limitations of Section 382 of the Internal Revenue Code, as amended. Under the Tax Reform Act of 1986, the benefits from net operating losses carried forward may be impaired or limited on certain circumstances. Events which may cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. The consolidation of any limitations that may be imposed for future issuances of equity securities, including issuances with respect to acquisitions have not been determined. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management based upon the earning history of the Company; it is more likely than not that the benefits will not be realized. For the years ended January 31, 2017 and 2016, the difference between the amounts of income tax expense or benefit that would result from applying the statutory rates to pretax income to the reported income tax expense of $0 is the result of the net operating loss carryforward and the related valuation allowance. The Company anticipates it will continue to record a valuation allowance against the losses of certain jurisdictions, primarily federal and state, until such time as it is able to determine it is “more-likely-than-not” the deferred tax asset will be realized. Such position is dependent on whether there will be sufficient future taxable income to realize such deferred tax assets. The Company’s effective tax rate may vary from period to period based on changes in estimated taxable income or loss by jurisdiction, changes to the valuation allowance, changes to federal, state or foreign tax laws, future expansion into areas with varying country, state, and local income tax rates, deductibility of certain costs and expenses by jurisdiction. Tax returns for the years ended 2011 through 2017, are subject to examination. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jan. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 16 – RELATED PARTY TRANSACTIONS During the years ended January 31, 2017 and 2016, the CEO advanced the Company cash of $200, and $0, respectively. During the years ended January 31, 2017, the Company paid a total of $218,500 consulting fees to Scrip2Screen, an entity owned by Scott Kettle. On January 31, 2017, the Company issued 2 Series C Preferred shares with a fair value of $2,000,000 as settlement of amounts due to the CEO and CFO totaling $435,200. As a result, the Company recorded a loss on settlement of liabilities of $1,564,800. The Company leases executive housing for the CFO and rent expense of $44,000 was also settled by the issuance of this preferred stock. On December 21, 2015, the Company issued 25,000,000 Series B Preferred shares with a fair value of $415,625 and 3 Series C Preferred shares with a fair value of $3,000,000 as settlement of amounts due to the CEO totaling $438,854. As a result, the Company recorded a loss on settlement of liabilities of $2,976,771. As of January 31, 2017, and 2016, the amount owed to the CEO and CFO was $0 and $0, respectively. As of January 31, 2017, and 2016, the Company has outstanding notes payable to Net D totaling to $773,599 and $1,257,250, respectively, in connection with the Company’s acquisition of Connexum and certain assets of Net D (see Note 8). The sole owner of Net D is a director the Company. Net D also performs certain services for the Company in connection with the latter’s Carrier Services business. During the year ended January 31, 2017 and 2016, the Company incurred total fees in connection with such services of $63,334 and $133,436, respectively. As of January 31, 2017, and 2016, the Company has an outstanding payable to Net D of $235,917 and $27,942, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jan. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS Subsequent to January 31, 2017 through September 28, 2017, the Company had the following transactions: · Issued an aggregate of 3,985,956,874 common shares were issued for the conversion of debt, accrued interest and associated fees of $214,708. · The Company assigned 11 notes with principal amounts and accrued interest totaling to $301,324 to one lender which resulted to the payment of settlement premiums amounting to $90,397. · On March 30, 2017, the Company entered into a Settlement Agreement with the former directors and officers of Webrunners. · On February 27, 2017, the Company entered into an equity financing agreement. The Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of $7,000,000. |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
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. The Company’s most significant estimates relate to the valuation of its intangible assets, goodwill impairment, derivative liabilities, and the valuation of its common stock. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated. We currently have no investments accounted for using the equity or cost methods of accounting. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At January 31, 2017 and 2016, cash and cash equivalents include cash on hand and cash in the bank. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets We account for goodwill and intangible assets in accordance with ASC 350 "Intangibles-Goodwill and Other" ("ASC 350"). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates. We completed an evaluation of intangible assets and goodwill at January 31, 2017 and 2016, and recognized an impairment loss of $3,807,207 and $1,200,003 during the year ended January 31, 2017 and 2016. The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. Customer relationships, brands and other non-contractual intangible assets with determinable lives are amortized over periods 3 years. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. |
Long-Lived Assets | Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. |
Property and Equipment | Property and Equipment Property and equipment, consisting mostly of computer equipment, is recorded at cost reduced by accumulated depreciation. Depreciation expense is recognized over the assets’ estimated useful lives of three years using the straight-line method. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. |
Accounts Receivable and Allowance for Uncollectible Accounts | Accounts Receivable and Allowance for Uncollectible Accounts Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. As of January 31, 2017 and 2016, the Company had a valuation allowance for doubtful accounts of $18,876 and $0, respectively, for the Company’s accounts receivable. During the years ended January 31, 2017 and 2016, the Company recorded bad debt expense for uncollectible amounts of $18,876 and $11,782, respectively. |
Marketable securities and other investments | Marketable securities and other investments We adopted ASC 825, “The Fair Value Option for Financial Assets and Financial Liabilities. Under this statement, an entity may elect to use fair value to measure eligible items. The adoption of this statement did not have an impact on our results of operations or financial condition. We classify these investments as current assets and carry them at fair value. We recognize all unrealized and realized gains and losses on our available-for-sale securities in other income in the accompanying consolidated statements of operations and comprehensive income (loss). |
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. Our Business Services revenue includes monthly recurring charges (“MRC”) to customers, for whom charges are contracted over a specified period of time, and variable usage fees charged to customers that purchase our business products and services. Revenue recognition commences after the provisioning, testing and acceptance of the service by the customer. MRCs continue until the expiration of the contract, or until cancellation of the service by the customer. To the extent that payments received from a customer are related to a future period, the payment is recorded as deferred revenue until the service is provided or the usage occurs. Our Carrier Services revenue is primarily derived from usage fees charged to other carriers that terminate voice traffic over our network. Variable revenue is earned based on the length of a call, as measured by the number of minutes of duration. It is recognized upon completion of the call, and is adjusted to reflect the allowance for billing adjustments. Revenue for each customer is calculated from information received through our network switches. Our customized software tracks the information from the switches and analyzes the call detail records against stored detailed information about revenue rates. This software provides us with the ability to complete a timely and accurate analysis of revenue earned in a period. We believe that the nature of this process is such that recorded revenues are unlikely to be revised in future periods. |
Income Taxes | Income Taxes The Company utilizes the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry-forwards and for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the value of such assets will be realized. The Company uses the two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At January 31, 2017 and 2016, the Company did not record any liabilities for uncertain tax positions. |
Research and Development and Software Development Costs | Research and Development and Software Development Costs Capitalization of certain software development costs are recorded after the determination of technological feasibility. Based on our product development process, technological feasibility is determined upon the completion of a working model. To date, costs incurred by us from the completion of the working model to the point at which the product is ready for general release have been insignificant. Accordingly, we have charged all such costs to research and development expense in the period incurred. Our research and development costs for the years ended January 31, 2017 and 2016 were $0 and $2,500, respectively. |
Share-Based Compensation | Share-Based Compensation The Company measures the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Employee awards are accounted for under ASC 718 - where the awards are valued at grant date. Awards given to nonemployees are accounted for under ASC 505 where the awards are valued at earlier of commitment date or completion of services. Compensation cost for employee awards is recognized over the vesting or requisite service period. The Black-Scholes option-pricing model is used to estimate the fair value of options or warrants granted. |
Related Parties | Related Parties The Company follows ASC 850, "Related Party Disclosures," for the identification of related parties and disclosure of related party transactions. See note 16. |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. For the year ended January 31, 2017 and 2016, respectively, the following options, warrants, convertible notes and Series A convertible preferred stock were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive. Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss. |
Concentration of Credit Risk | Concentration of Credit Risk All of the Company’s cash and cash equivalents are maintained in regional and national financial institutions. The Company has exposure to credit risk to the extent that its cash and cash equivalents exceed amounts covered by the U.S. federal deposit insurance; however, the Company has not experienced any losses in such accounts. In management’s opinion, the capitalization and operating history of the financial institutions are such that the likelihood of material loss is remote. |
Derivative Financial Instruments | Derivative Financial Instruments The fair value of an embedded conversion option that is convertible into a variable amount of shares and warrants that include price protection reset provision features are deemed to be “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815 “Derivatives and Hedging”, since “down-round protection” is not an input into the calculation of the fair value of the conversion option and warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815. The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option and warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Black-Scholes option valuation model was used to estimate the fair value of the embedded conversion options and warrants. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of our common stock, equal to the weighted average life of the options. Conversion options are recorded as debt discount and are amortized as interest expense over the life of the underlying debt instrument. |
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 January 31, 2017 and January 31, 2016 for assets measured at fair value on a recurring basis: Carrying Value at January 31, 2017 January 31, 2017 Level 1 Level 2 Level 3 Total Marketable securities- available for sale $ 102,300 $ - $ - $ 102,300 Total assets 102,300 - - 102,300 Derivative liabilities - - 2,088,684 2,088,684 Total liabilities $ - $ - $ 2,088,684 $ 2,088,684 Carrying Value at January 31, 2016 January 31, 2016 Level 1 Level 2 Level 3 Total Marketable securities- available for sale $ 78,300 $ - $ - $ 78,300 Total assets 78,300 - - 78,300 Derivative liabilities - - 620,237 620,237 Total liabilities $ - $ - $ 620,237 $ 620,237 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In September 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The amendments in ASU No. 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU No. 2014-09 and ASU No. 2016-02. Both of the below entities may still adopt using the public company adoption guidance in the related ASUs, as amended. The effective date is the same as the effective date and transition requirements for the amendments for ASU 2014-09 and ASU 2016-02. In May 2014, the FASB issued an accounting standards update which modifies the requirements for identifying, allocating, and recognizing revenue related to the achievement of performance conditions under contracts with customers. This update also requires additional disclosure related to the nature, amount, timing, and uncertainty of revenue that is recognized under contracts with customers. This guidance is effective for fiscal and interim periods beginning after December 15, 2017 and is required to be applied retrospectively to all revenue arrangements. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements. In January 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” These amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Effective for public business entities that are a SEC filers for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 should be adopted on a prospective basis. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018, however, early adoption is permitted with prospective application to any business development transaction. In December 2016, the FASB has issued Accounting Standards Update (ASU) No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” The amendments affect narrow aspects of the guidance issued in ASU 2014-09 including Loan Guarantee Fees, Contract Costs, Provisions for Losses on Construction-Type and Production-Type Contracts, Disclosure of Remaining Performance Obligations, Disclosure of Prior Period Performance Obligations, Contract Modifications, Contract Asset vs. Receivable, Refund Liability, Advertising Costs, Fixed Odds Wagering Contracts in the Casino Industry, and Costs Capitalized for Advisors to Private Funds and Public Funds. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements for FASB Accounting Standards Codification Topic 606. Public entities should apply Topic 606 (and related amendments) for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein. The Company is currently evaluating the method of adoption and the potential impact that Topic 606 may have on our financial position and results of operations. Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of fair value measured on recurring basis | January 31, 2017 Level 1 Level 2 Level 3 Total Marketable securities- available for sale $ 102,300 $ - $ - $ 102,300 Total assets 102,300 - - 102,300 Derivative liabilities - - 2,088,684 2,088,684 Total liabilities $ - $ - $ 2,088,684 $ 2,088,684 January 31, 2016 Level 1 Level 2 Level 3 Total Marketable securities- available for sale $ 78,300 $ - $ - $ 78,300 Total assets 78,300 - - 78,300 Derivative liabilities - - 620,237 620,237 Total liabilities $ - $ - $ 620,237 $ 620,237 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Business Acquisition [Line Items] | |
Schedule of consolidated results of operations acquisition | January 31, 2017 2016 Revenues $ 6,054,109 $ 5,688,741 Cost of revenues 4,711,771 4,085,383 Gross profit 1,342,338 1,603,358 Operating expenses 8,992,236 4,082,657 Operating loss (7,649,898 ) (2,479,299 ) Other expense (4,744,045 ) (3,143,033 ) Gain (loss) from discontinued operations 16,118 (1,239,427 ) Net Loss $ (12,377,825 ) $ (6,861,759 ) |
XTELUS LLC and XETLUS S.A. | |
Business Acquisition [Line Items] | |
Schedule of fair value of contingent consideration | Fair Value of Consideration: June 26, 1 share of Series D Preferred Shares $ 100,000 Total Purchase Price $ 100,000 Assets and Liabilities: June 26, Current assets $ 51,374 Current liabilities (29,260 ) Goodwill 77,886 Fair value of total assets $ 100,000 |
Net D Consulting Inc. | |
Business Acquisition [Line Items] | |
Schedule of fair value of contingent consideration | Fair Value of Consideration: Cash $ 150,000 Note payable to related party 350,000 5,000,000 common shares 66,500 500 Series A Preferred shares - 25,000,000 Series B Preferred shares convertible into common shares 415,625 3 Series C Preferred shares convertible into common shares 3,000,000 Total Purchase Price $ 3,982,125 Recognized amounts of identifiable assets acquired: Assets: Customer list $ 433,376 Goodwill 3,548,749 Fair value of total assets $ 3,982,125 |
Connexum, LLC. | |
Business Acquisition [Line Items] | |
Schedule of fair value of contingent consideration | Fair Value of Consideration: January 18, Note payable to related party $ 1,000,000 5,000,000 Series B Preferred shares 54,375 Contingent consideration – 20 Series D Preferred shares 2,000,000 Total Purchase Price $ 3,054,375 Fair Value of Consideration: January 18, Current assets $ 86,132 Current liabilities assumed (172,763 ) Customer list 1,724,155 Goodwill 1,416,851 Fair value of total assets $ 3,054,375 |
WebRunner, LLC | |
Business Acquisition [Line Items] | |
Schedule of fair value of contingent consideration | October 30, 2014 Fair Value of Consideration: Cash $ 225,000 1 Series C Preferred share convertible into common shares 1,000,000 9,100,000 options at an exercise price of $0.10 879,932 Total Purchase Price $ 2,104,932 Recognized amounts of identifiable assets acquired: Assets: Cash $ 190,931 IP Address 81,920 Customer list 359,067 Equipment 176,975 Goodwill 1,310,908 Fair value of total assets 2,119,801 Note payable RND Media (10,000 ) Accounts payable and accrued liabilities (4,869 ) Fair value of net assets $ 2,104,932 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of results of operations | Years Ended July 31, 2017 2016 Revenue $ 225,575 $ 318,484 Operating expenses General and administration (186,913 ) (179,228 ) Impairment loss - (1,200,003 ) Depreciation and amortization (134,011 ) (178,680 ) Loss from discontinued operations $ (95,349 ) $ (1,239,427 ) |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of tangible assets | January 31, 2017 January 31, 2016 Acquisition of Webrunner - Equipment - 176,975 Total tangible assets - 176,975 Accumulated depreciation of tangible assets - (73,740 ) Total tangible assets $ - $ 103,235 |
Schedule of carrying amounts of sold assets | October 31, Assets 2016 Bank accounts related to Webrunner $ 12,809 Equipment, net of depreciation of $117,984 58,991 Intangible assets, net of amortization $239,378 119,689 Goodwill 110,905 Total assets $ 302,394 |
INTANGIBLES AND GOODWILL (Table
INTANGIBLES AND GOODWILL (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | January 31, 2017 January 31, 2016 Customer list - Webrunner $ - $ 359,067 IP Address - Webrunner 81,920 81,920 Customer list - Net D - 433,376 Customer list - Connexum 1,724,155 1,724,155 Total intangible assets 1,806,075 2,598,518 Accumulated amortization of intangible assets (656,244 ) (312,173 ) Total intangible assets $ 1,149,831 $ 2,286,345 |
Schedule of Goodwill | January 31, 2017 January 31, 2016 Goodwill of Webrunner $ - $ 110,905 Goodwill of Net D - 3,548,749 Goodwill of Connexum 1,416,851 416,851 $ 1,416,851 $ 4,076,505 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Convertible Notes Payable and Notes Payable [Abstract] | |
Schedule of summary of notes payable | January 31, 2017 January 31, 2016 Dated – October 30, 2014 $ 10,000 $ 10,000 Dated – June 3, 2015 - 25,000 Dated – December 11, 2015 - 50,000 Dated – August 4, 2016 25,000 - Dated – September 30, 2016 65,476 - Total notes payable $ 100,476 $ 85,000 Less: debt discount and deferred financing fees (1,546 ) - 98,930 85,000 Less: current portion of notes payable 98,930 85,000 Long-term notes payable - - |
Schedule of note payable related party | January 31, 2017 January 31, 2016 Dated – April 23, 2015 $ 231,250 $ 282,250 Dated - January 18, 2016 - 975,000 Dated - December 21, 2016 542,349 - Total notes payable 773,599 1,257,250 Less: current portion of notes payable 614,085 868,361 Long-term notes payable $ 159,514 $ 388,889 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Convertible Notes Payable and Notes Payable [Abstract] | |
Schedule of convertible notes payable | January 31, January 31, Promissory Note - Issued August 22, 2014, with a fixed conversion price of $0.10 per common share or 17,000,000 shares of common stock. $ 1,700,000 $ 1,700,000 Promissory notes – Issued in fiscal year 2016, with variable conversion features. 83,951 449,666 Promissory notes – Issued in fiscal year 2017, with variable conversion features. 876,791 - Total convertible notes payable 2,660,742 2,149,666 Less: debt discount and deferred financing fees (598,790 ) (204,427 ) 2,061,952 1,945,239 Less: current portion of convertible notes payable 2,061,952 1,934,932 Long-term convertible notes payable $ - $ 10,307 |
Schedule of detail of assigned 16 notes | Assigned Principal Accrued Prepayment penalties Tranches in effect as of January 31, 2017 5 $ 147,741 $ 12,992 $ 66,412 Tranches in not effect as of January 31, 2017 Tranches in effect as of February 12, 2017 5 69,549 5,472 22,507 Tranches in effect as of March 12, 2017 2 60,000 6,401 19,920 Tranches in effect as of April 12, 2017 2 71,131 5,188 22,895 Tranches in effect as of May 12, 2017 2 75,757 7,827 25,075 Total 16 $ 424,178 $ 37,880 $ 156,809 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of weighted-average assumptions used in Black-Scholes valuation model | Year Ended Year Ended January 31, January 31, Expected term 0 - 1.50 years 0.4 - 2 years Expected average volatility 120% - 716 % 249% - 328 % Expected dividend yield - 0 Risk-free interest rate 0.18% - 0.84 % 0.05% - 0.83 % |
Schedule of estimated fair values of liabilities measured on a recurring basis | January 31, 2017 Level 1 Level 2 Level 3 Total Promissory Note – Issued August 22, 2014 $ - $ - $ 3,400 $ 3,400 Promissory Notes – Issued in fiscal year 2016 - - 164,794 164,794 Promissory Notes – Issued in fiscal year 2017 - - 1,920,490 1,920,490 Total liabilities $ - $ - $ 2,088,684 $ 2,088,684 |
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 259,000 Addition of new derivatives recognized as options compensation 340,200 Addition of new derivatives recognized as day one loss on derivatives 469,730 Derivatives settled upon conversion of debt and exercise of warrants (238,314 ) Reclassification from APIC to derivative due to tainted instruments 586,250 Loss on change in fair value of the derivative (796,629 ) Balance - January 31, 2016 $ 620,237 Addition of new derivatives recognized as debt discounts 1,356,692 Addition of new derivatives recognized as options compensation 177,000 Addition of new derivatives recognized as day one loss on derivatives 1,289,210 Derivatives settled upon conversion of debt and exercise of warrants (1,417,063 ) Loss on change in fair value of the derivative 62,608 Balance - January 31, 2017 $ 2,088,684 |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Equity [Abstract] | |
Schedule of stock options outstanding | Options Outstanding Weighted Average Shares Exercise Price Outstanding, January 31, 2015 9,100,000 $ 0.10 Granted 27,000,000 $ 0.005 Exercised - $ - Forfeited/canceled - $ - Outstanding, January 31, 2016 36,100,000 $ 0.03 Granted 39,000,000 $ - Exercised (41,000,000 ) $ (0.0009 ) Forfeited/canceled (25,000,000 ) $ - Outstanding, January 1, 2017 9,100,000 $ 0.10 |
Schedule of outstanding and exercisable stock options activity | Options Outstanding Options Exercisable Number of Shares Weighted Average Remaining Contractual life (in years) Weighted Average Exercise Price Number of Shares Weighted Average Exercise Price 9,100,000 2.75 $ 0.10 9,100,000 $ 0.10 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jan. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision (benefit) for income taxes | Year Ended January 31, 2017 2016 Current: Federal $ - $ - State - - Deferred: Federal $ 871,182 $ 531,744 State 230,607 140,756 1,101,789 672,500 Valuation allowance (1,101,789 ) (672,500 ) Provision benefit for income taxes, net $ - $ - |
Schedule of difference between federal statutory corporate tax rate and actual income tax expense | January 31, 2017 2016 Statutory federal income tax rate (34% ) (34% ) State income taxes and other 9 % 9 % Change in valuation allowance 34 % 34 % Effective tax rate - - |
Schedule of deferred tax asset and liabilities | January 31, 2017 2016 Net operating loss carryforward $ 4,517,999 $ 3,416,210 Valuation allowance (4,517,999 ) (3,416,210 ) Deferred income tax asset $ - $ - |
GOING CONCERN (Detail Textuals)
GOING CONCERN (Detail Textuals) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Going Concern Issues [Abstract] | ||
Accumulated deficit | $ (26,361,315) | $ (14,057,651) |
Net loss | (12,303,664) | (6,743,113) |
Net cash used in operating activities | $ (635,292) | $ (472,072) |
SUMMARY OF SIGNIFICANT ACCOUN36
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities - available for sale | $ 102,300 | $ 78,300 |
Derivative liabilities | 2,088,684 | 620,237 |
Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities - available for sale | 102,300 | 78,300 |
Total assets | 102,300 | 78,300 |
Derivative liabilities | 2,088,684 | 620,237 |
Total liabilities | 2,088,684 | 620,237 |
Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities - available for sale | 102,300 | 78,300 |
Total assets | 102,300 | 78,300 |
Derivative liabilities | ||
Total liabilities | ||
Recurring basis | 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 | ||
Recurring basis | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities - available for sale | ||
Total assets | ||
Derivative liabilities | 2,088,684 | 620,237 |
Total liabilities | $ 2,088,684 | $ 620,237 |
SUMMARY OF SIGNIFICANT ACCOUN37
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Accounting Policies [Abstract] | ||
Impairment loss on goodwill and other intangible assets | $ 3,807,207 | $ 1,200,003 |
Useful life of intangible assets | 3 years | |
Useful life of computer equipment | 3 years | |
Valuation allowance for doubtful accounts | $ 18,876 | 0 |
Bad debt expense for uncollectible amounts | $ 18,876 | 11,782 |
Research and development cost | $ 2,500 |
MARKETABLE SECURIITES (Detail T
MARKETABLE SECURIITES (Detail Textuals) - USD ($) | Sep. 04, 2014 | Jan. 31, 2017 | Jan. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | |||
Value of common shares issued | $ 20,000 | $ 47,500 | |
Unrealized gain (loss) on securities available for sale | 24,000 | 49,350 | |
Fair value of available for sale security | $ 102,300 | $ 78,300 | |
Cloud Consulting Agreement | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Number of shares issued | 30,000 | ||
Value of common shares issued | $ 105,000 | ||
Fair value of available for sale security | $ 105,000 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | 1 Months Ended | |||
Jun. 26, 2017 | Jun. 26, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
Assets and Liabilities: | ||||
Goodwill | $ 1,416,851 | $ 4,076,505 | ||
XTELUS LLC and XETLUS S.A. ("XTELUS") | ||||
Fair Value of Consideration: | ||||
Total Purchase Price | $ 100,000 | |||
Assets and Liabilities: | ||||
Current assets | 51,374 | |||
Current liabilities assumed | (29,260) | |||
Goodwill | 77,886 | $ 77,886 | ||
Fair value of total assets | $ 100,000 | |||
XTELUS LLC and XETLUS S.A. ("XTELUS") | Series D Preferred Stock | ||||
Fair Value of Consideration: | ||||
1 share of Series D Preferred Shares | $ 100,000 |
ACQUISITIONS (Parentheticals) (
ACQUISITIONS (Parentheticals) (Details) | 1 Months Ended |
Jun. 26, 2016shares | |
XTELUS LLC and XETLUS S.A. ("XTELUS") | Series D Preferred Stock | |
Business Acquisition [Line Items] | |
Number of stock issued as fair value of consideration | 1 |
ACQUISITIONS (Details 1)
ACQUISITIONS (Details 1) - USD ($) | May 01, 2015 | Jan. 31, 2017 | Jan. 31, 2016 |
Assets: | |||
Goodwill | $ 1,416,851 | $ 4,076,505 | |
Net D Consulting Inc. (Net D) | |||
Fair Value of Consideration: | |||
Cash | $ 150,000 | ||
Note payable to related party | 350,000 | ||
Total Purchase Price | 3,982,125 | ||
Assets: | |||
Goodwill | 3,548,749 | $ 3,548,749 | |
Fair value of total assets | 3,982,125 | ||
Net D Consulting Inc. (Net D) | Customer list | |||
Assets: | |||
Customer lists | 433,376 | ||
Net D Consulting Inc. (Net D) | Common Stock | |||
Fair Value of Consideration: | |||
Shares issued as fair value of consideration | 66,500 | ||
Net D Consulting Inc. (Net D) | Series A Preferred Stock | |||
Fair Value of Consideration: | |||
Shares issued as fair value of consideration | |||
Net D Consulting Inc. (Net D) | Series B Preferred shares | |||
Fair Value of Consideration: | |||
Preferred shares convertible into common shares | 415,625 | ||
Net D Consulting Inc. (Net D) | Series C Convertible Preferred Stock | |||
Fair Value of Consideration: | |||
Preferred shares convertible into common shares | $ 3,000,000 |
ACQUISITIONS (Parentheticals)42
ACQUISITIONS (Parentheticals) (Details 1) - Net D Consulting Inc. (Net D) | May 01, 2015shares |
Common Stock | |
Business Acquisition [Line Items] | |
Number of stock issued as fair value of consideration | 5,000,000 |
Series A Preferred Stock | |
Business Acquisition [Line Items] | |
Number of stock issued as fair value of consideration | 500 |
Series B Preferred shares | |
Business Acquisition [Line Items] | |
Number of preferred stock converted as fair value consideration | 25,000,000 |
Series C Convertible Preferred Stock | |
Business Acquisition [Line Items] | |
Number of preferred stock converted as fair value consideration | 3 |
ACQUISITIONS (Details 2)
ACQUISITIONS (Details 2) - USD ($) | 1 Months Ended | ||
Jan. 18, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
Recognized amounts of identifiable assets acquired: | |||
Goodwill | $ 1,416,851 | $ 4,076,505 | |
Connexum, LLC. | |||
Fair Value of Consideration: | |||
Note payable to related party | $ 1,000,000 | ||
Total Purchase Price | 3,054,375 | ||
Recognized amounts of identifiable assets acquired: | |||
Current assets | 86,132 | ||
Current liabilities assumed | (172,763) | ||
Goodwill | 1,416,851 | $ 1,416,851 | $ 416,851 |
Fair value of total assets | 3,054,375 | ||
Connexum, LLC. | Series B Preferred shares | |||
Fair Value of Consideration: | |||
5,000,000 Series B Preferred shares | 54,375 | ||
Connexum, LLC. | Series D Preferred Stock | |||
Fair Value of Consideration: | |||
Contingent consideration - 20 Series D Preferred shares | 2,000,000 | ||
Connexum, LLC. | Customer list | |||
Recognized amounts of identifiable assets acquired: | |||
Intangible assets other than goodwill | $ 1,724,155 |
ACQUISITIONS (Parentheticals)44
ACQUISITIONS (Parentheticals) (Details 2) - Connexum, LLC. | 1 Months Ended |
Jan. 18, 2016shares | |
Series B Preferred shares | |
Business Acquisition [Line Items] | |
Number of stock issued as fair value of consideration | 5,000,000 |
Series D Preferred Stock | |
Business Acquisition [Line Items] | |
Number of preferred shares issued in contingent consideration | 20 |
ACQUISITIONS (Details 3)
ACQUISITIONS (Details 3) - Connexum, Net D, and XTELUS - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Business Acquisition [Line Items] | ||
Revenues | $ 6,054,109 | $ 5,688,741 |
Cost of revenues | 4,711,771 | 4,085,383 |
Gross profit | 1,342,338 | 1,603,358 |
Operating expenses | 8,992,236 | 4,082,657 |
Operating loss | (7,649,898) | (2,479,299) |
Other expense | (4,744,045) | (3,143,033) |
Gain (loss) from discontinued operations | 16,118 | (1,239,427) |
Net Loss | $ (12,377,825) | $ (6,861,759) |
ACQUISITIONS (Details 4)
ACQUISITIONS (Details 4) - USD ($) | 1 Months Ended | ||
Oct. 30, 2014 | Jan. 31, 2017 | Jan. 31, 2016 | |
Assets: | |||
Goodwill | $ 1,416,851 | $ 4,076,505 | |
WebRunner, LLC | |||
Business Combination, Consideration Transferred [Abstract] | |||
Cash | $ 225,000 | ||
9,100,000 options at an exercise price of $0.10 | 879,932 | ||
Total Purchase Price | 2,104,932 | ||
Assets: | |||
Cash | 190,931 | ||
Equipment | 176,975 | ||
Goodwill | 1,310,908 | $ 110,905 | |
Fair value of total assets | 2,119,801 | ||
Note payable RND Media | (10,000) | ||
Accounts payable and accrued liabilities | (4,869) | ||
Fair value of total assets | 2,104,932 | ||
WebRunner, LLC | Series C Convertible Preferred Stock | |||
Business Combination, Consideration Transferred [Abstract] | |||
1 Series C Preferred share convertible into common shares | 1,000,000 | ||
WebRunner, LLC | IP Address | |||
Assets: | |||
Intangible assets other than goodwill | 81,920 | ||
WebRunner, LLC | Customer list | |||
Assets: | |||
Intangible assets other than goodwill | $ 359,067 |
ACQUISITIONS (Parentheticals)47
ACQUISITIONS (Parentheticals) (Details 4) - WebRunner, LLC | 1 Months Ended |
Oct. 30, 2014$ / sharesshares | |
Business Acquisition [Line Items] | |
Number of options exercised as fair value of consideration | 9,100,000 |
Exercise price of options exercised | $ / shares | $ 0.10 |
Series C Convertible Preferred Stock | |
Business Acquisition [Line Items] | |
Number of preferred stock converted as fair value consideration | 1 |
ACQUISITIONS (Detail Textuals)
ACQUISITIONS (Detail Textuals) - XTELUS LLC and XETLUS S.A. ("XTELUS") - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 26, 2017 | Jun. 26, 2016 | Jan. 31, 2017 | |
Business Acquisition [Line Items] | |||
Percentage of membership interest acquired | 100.00% | ||
Purchase price paid for Acquisition | $ 100,000 | ||
Revenues | $ 922,912 | ||
Net loss | $ (58,297) | ||
Series D Preferred Stock | |||
Business Acquisition [Line Items] | |||
Shares issued as fair value of consideration | $ 100,000 | ||
Number of stock issued as fair value of consideration | 1 |
ACQUISITIONS (Detail Textuals 1
ACQUISITIONS (Detail Textuals 1) - USD ($) | May 01, 2015 | Jan. 31, 2016 |
Business Acquisition [Line Items] | ||
Net cash paid for acquisition of Net D's assets | $ (134,531) | |
Net D Consulting Inc. (Net D) | ||
Business Acquisition [Line Items] | ||
Purchase price paid for Acquisition | $ 3,982,125 | |
Cash | 150,000 | |
Note payable to related party | $ 350,000 | |
Percentage of annual interest on notes payable | 0.00% | |
Net D Consulting Inc. (Net D) | Series A Preferred Stock | ||
Business Acquisition [Line Items] | ||
Number of stock issued as fair value of consideration | 500 | |
Shares and instruments issued as fair value of consideration | ||
Net D Consulting Inc. (Net D) | Series B Preferred shares | ||
Business Acquisition [Line Items] | ||
Preferred shares convertible into common shares | $ 415,625 | |
Number of preferred stock converted | 25,000,000 | |
Net D Consulting Inc. (Net D) | Series C Convertible Preferred Stock | ||
Business Acquisition [Line Items] | ||
Preferred shares convertible into common shares | $ 3,000,000 | |
Number of preferred stock converted | 3 | |
Net D Consulting Inc. (Net D) | Common Stock | ||
Business Acquisition [Line Items] | ||
Number of stock issued as fair value of consideration | 5,000,000 | |
Shares and instruments issued as fair value of consideration | $ 66,500 |
ACQUISITIONS (Detail Textuals 2
ACQUISITIONS (Detail Textuals 2) - USD ($) | 1 Months Ended | |||
Jan. 18, 2016 | Jan. 31, 2017 | Jan. 18, 2017 | Jan. 31, 2016 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,416,851 | $ 4,076,505 | ||
Connexum, LLC. | ||||
Business Acquisition [Line Items] | ||||
Percentage of voting equity interests acquired | 100.00% | |||
Note payable to related party | $ 1,000,000 | |||
Interest rate per annum | 18.00% | |||
Frequency of periodic payment for notes | Monthly | |||
Description of contingent consideration agreement | 10 Series D Preferred Shares of Gawk Incorporated, if Connexum achieves 80% of anticipated revenue and another 10 Series D Preferred Shares of Gawk Incorporated, if Connexum achieves 100% of anticipated revenue, for a total of 20 shares of Series D Preferred Shares of Gawk Incorporated. The Series D Preferred Shares will convert at the rate of $100,000 for each Series D Preferred Shares held. | |||
Additional goodwill recognized arising from contingent consideration | $ 1,000,000 | |||
Purchase price paid for Acquisition | $ 3,054,375 | |||
Goodwill | 1,416,851 | $ 1,416,851 | $ 416,851 | |
Connexum, LLC. | Series B Preferred shares | ||||
Business Acquisition [Line Items] | ||||
Shares and instruments issued as fair value of consideration | $ 54,375 | |||
Number of stock issued as fair value of consideration | 5,000,000 | |||
Connexum, LLC. | Series C Convertible Preferred Stock | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration | $ 1,000,000 | |||
Number of preferred shares issued in contingent consideration | 1 | |||
Description of contingent consideration agreement | The agreement also provides for contingent consideration of 1 Series C Preferred share convertible into $1,000,000 common shares if Connexum achieves 80% of anticipated revenue and another 1 Series C Preferred share convertible into $1,000,000 common shares if Connexum achieves 100% of anticipated revenue within one year from the date of acquisition. | |||
Connexum, LLC. | Series D Preferred Stock | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration | $ 2,000,000 | |||
Number of preferred shares issued in contingent consideration | 20 |
ACQUISITIONS (Detail Textuals 3
ACQUISITIONS (Detail Textuals 3) - USD ($) | 1 Months Ended | 12 Months Ended |
Oct. 30, 2014 | Jan. 31, 2017 | |
Business Acquisition [Line Items] | ||
Useful life of intangible assets | 3 years | |
Useful life of computer equipment | 3 years | |
WebRunner, LLC | ||
Business Acquisition [Line Items] | ||
Purchase price paid for Acquisition | $ 2,104,932 | |
Cash paid for acquisition | 225,000 | |
9,100,000 options at an exercise price of $0.10 | $ 879,932 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.10 | |
Number of options exercised as fair value of consideration | 9,100,000 | |
Stock price | $ 0.0978 | |
Strike price on options | $ 0.10 | |
Term of options | 5 years | |
Volatility factor for options | 268.00% | |
WebRunner, LLC | Series C Convertible Preferred Stock | ||
Business Acquisition [Line Items] | ||
1 Series C Preferred share convertible into common shares | $ 1,000,000 | |
Number of preferred stock converted as fair value consideration | 1 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Detail) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Operating expenses | ||
Loss from discontinued operations | $ (95,349) | $ (1,239,427) |
Discontinued operations | Webrunner | Asset purchase and sale agreement | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | 225,575 | 318,484 |
Operating expenses | ||
General and administration | (186,913) | (179,228) |
Impairment loss | (1,200,003) | |
Depreciation and amortization | (134,011) | (178,680) |
Loss from discontinued operations | $ (95,349) | $ (1,239,427) |
DISCONTINUED OPERATIONS (Deta53
DISCONTINUED OPERATIONS (Detail Textuals) - USD ($) | 1 Months Ended | 12 Months Ended |
Oct. 31, 2016 | Jan. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain on sales of assets | $ 111,467 | |
Discontinued operations | Webrunner | Asset purchase and sale agreement | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from sale of assets receivable in installments | $ 413,861 | |
Gain on sales of assets | 111,467 | |
Consideration receivable | $ 401,052 |
EQUIPMENT (Details)
EQUIPMENT (Details) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Acquisition of Webrunner - Equipment | $ 176,975 | |
Accumulated depreciation of tangible assets | $ 0 | (73,740) |
Total Equipment | 103,235 | |
Acquisition of Webrunner - Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Acquisition of Webrunner - Equipment | $ 176,975 |
EQUIPMENT (Details 1)
EQUIPMENT (Details 1) - Discontinued operations - Webrunner - Asset purchase and sale agreement | Oct. 31, 2016USD ($) |
Assets | |
Bank accounts related to Webrunner | $ 12,809 |
Equipment, net of depreciation of $117,984 | 58,991 |
Intangible assets, net of amortization $239,378 | 119,689 |
Goodwill | 110,905 |
Total assets | $ 302,394 |
EQUIPMENT (Parentheticals) (Det
EQUIPMENT (Parentheticals) (Details 1) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation for equipment | $ 117,984 | $ 44,244 | $ 58,992 |
Amortization on intangible assets | $ 239,378 | $ 89,766 | $ 119,688 |
EQUIPMENT (Detail Textuals)
EQUIPMENT (Detail Textuals) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 44,244 | $ 58,992 |
EQUIPMENT (Detail Textuals 1)
EQUIPMENT (Detail Textuals 1) - USD ($) | 1 Months Ended | 12 Months Ended |
Oct. 31, 2016 | Jan. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain on sales of assets | $ 111,467 | |
Discontinued operations | Webrunner | Asset purchase and sale agreement | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from sale of assets receivable in installments | $ 413,861 | |
Consideration receivable | 401,052 | |
Gain on sales of assets | $ 111,467 |
INTANGIBLES AND GOODWILL (Detai
INTANGIBLES AND GOODWILL (Details) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 1,806,075 | $ 2,598,518 |
Less - accumulated amortization of intangible assets | (656,244) | (312,173) |
Total intangible assets Net | 1,149,831 | 2,286,345 |
Customer list | WebRunner | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 359,067 | |
Customer list | Net D Consulting Inc. (Net D) | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 433,376 | |
Customer list | Connexum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | 1,724,155 | 1,724,155 |
IP Address | WebRunner | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 81,920 | $ 81,920 |
INTANGIBLES AND GOODWILL (Det60
INTANGIBLES AND GOODWILL (Details 1) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 | Jan. 18, 2016 | May 01, 2015 | Oct. 30, 2014 |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 1,416,851 | $ 4,076,505 | |||
WebRunner | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | 110,905 | $ 1,310,908 | |||
Net D | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | 3,548,749 | $ 3,548,749 | |||
Connexum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 1,416,851 | $ 416,851 | $ 1,416,851 |
INTANGIBLES AND GOODWILL (Det61
INTANGIBLES AND GOODWILL (Detail Textuals) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2016 | Jan. 31, 2017 | Jan. 31, 2016 | Jun. 26, 2016 | May 01, 2015 | Oct. 30, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Estimated useful life of intangible assets | 3 years | |||||
Amortization expense from continuing operations | $ 746,487 | $ 155,736 | ||||
Amortization expense from discontinued operations | $ 239,378 | 89,766 | 119,688 | |||
Loss on impairment of intangible assets | 180,572 | |||||
Goodwill impairment loss | 3,626,635 | 1,200,003 | ||||
Goodwill | 1,416,851 | 4,076,505 | ||||
WebRunner | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill impairment loss | 1,200,003 | |||||
Goodwill | 110,905 | $ 1,310,908 | ||||
Net D | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill | $ 3,548,749 | $ 3,548,749 | ||||
XTELUS | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill | $ 77,886 | $ 77,886 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Short-term Debt [Line Items] | ||
Total notes payable | $ 100,476 | $ 85,000 |
Less: debt discount and deferred financing fees | (1,546) | 0 |
Notes payable net of debt discount and deferred financing fees | 98,930 | 85,000 |
Less: current portion of notes payable | 98,930 | 85,000 |
Long-term notes payable | 0 | 0 |
Dated - October 30, 2014 | ||
Short-term Debt [Line Items] | ||
Total notes payable | 10,000 | 10,000 |
Dated - June 3, 2015 | ||
Short-term Debt [Line Items] | ||
Total notes payable | 25,000 | |
Dated - December 11, 2015 | ||
Short-term Debt [Line Items] | ||
Total notes payable | 50,000 | |
Dated - August 4, 2016 | ||
Short-term Debt [Line Items] | ||
Total notes payable | 25,000 | |
Dated - September 30, 2016 | ||
Short-term Debt [Line Items] | ||
Total notes payable | $ 65,476 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) - USD ($) | Jan. 31, 2017 | Dec. 21, 2016 | Jan. 31, 2016 |
Short-term Debt [Line Items] | |||
Total notes payable | $ 773,599 | $ 1,257,250 | |
Current portion of notes payable -related party | 614,085 | 868,361 | |
Long-term notes payable | 159,514 | 388,889 | |
Notes Payable Related Party | |||
Short-term Debt [Line Items] | |||
Total notes payable | 773,599 | 1,257,250 | |
Current portion of notes payable -related party | 614,085 | 868,361 | |
Long-term notes payable | 159,514 | 388,889 | |
Dated - April 23, 2015 | Notes Payable Related Party | |||
Short-term Debt [Line Items] | |||
Total notes payable | 231,250 | 282,250 | |
Dated - January 18, 2016 | Notes Payable Related Party | |||
Short-term Debt [Line Items] | |||
Total notes payable | 975,000 | ||
Dated - December 21, 2016 | Notes Payable Related Party | |||
Short-term Debt [Line Items] | |||
Total notes payable | $ 542,349 | $ 574,252 |
NOTES PAYABLE (Detail Textuals)
NOTES PAYABLE (Detail Textuals) | Aug. 04, 2016USD ($)Note | May 01, 2015USD ($) | Dec. 21, 2016USD ($) | Jan. 18, 2016USD ($) | Jan. 31, 2017USD ($)Noteshares | Jan. 31, 2016USD ($) |
Short-term Debt [Line Items] | ||||||
Notes payable | $ 100,476 | $ 85,000 | ||||
Principal amount of note agreement | $ 579,784 | |||||
Number of convertible common shares | shares | 2,054,226,375 | |||||
Notes discount and financing fee | $ (1,546) | 0 | ||||
Amortization expense related to the debt discount and deferred financing fees | 1,404 | 0 | ||||
Total borrowings on note payable | 147,050 | 75,000 | ||||
Payment of notes payable | 582,903 | |||||
Gain on settlement of debt | (1,629,773) | (2,956,954) | ||||
Cash proceeds received from the note | 25,000 | |||||
Loss on debt extinguishment | 267,646 | |||||
Notes Payable Related Party | ||||||
Short-term Debt [Line Items] | ||||||
Notes payable | 773,599 | 1,257,250 | ||||
Total borrowings on note payable | 25,000 | |||||
Payment of notes payable | 582,903 | |||||
Dated - October 30, 2014 | ||||||
Short-term Debt [Line Items] | ||||||
Notes payable | $ 10,000 | 10,000 | ||||
Dated - June 3, 2015 and December 11, 2015 | Doyle Knudson | ||||||
Short-term Debt [Line Items] | ||||||
Number of notes payable | Note | 2 | |||||
Interest rate per annum | 15.00% | |||||
Number of convertible common shares | shares | 863,000 | |||||
Dated - June 3, 2015 and December 11, 2015 | Crossover Capital Fund I, LLC | ||||||
Short-term Debt [Line Items] | ||||||
Principal amount of note agreement | $ 75,000 | |||||
Number of notes payable | Note | 2 | |||||
Payment of notes payable | $ 75,000 | |||||
Gain on settlement of debt | $ 9,279 | |||||
Dated - August 4, 2016 | ||||||
Short-term Debt [Line Items] | ||||||
Notes payable | $ 25,000 | |||||
Dated - August 4, 2016 | Doyle Knudson | ||||||
Short-term Debt [Line Items] | ||||||
Interest rate per annum | 15.00% | |||||
Number of convertible common shares | shares | 250,000 | |||||
Cash proceeds received from the note | $ 25,000 | |||||
Dated - September 30, 2016 | ||||||
Short-term Debt [Line Items] | ||||||
Notes payable | 65,476 | |||||
Dated - September 30, 2016 | Powerup Lending Group, Ltd. | ||||||
Short-term Debt [Line Items] | ||||||
Principal and interest payments of notes | $ 4,560 | |||||
Term of installment | 238 days | |||||
Notes payable cash received | $ 125,000 | |||||
Notes discount and financing fee | 2,950 | |||||
Payment of notes payable | 122,050 | |||||
Dated - April 23, 2015 | Notes Payable Related Party | ||||||
Short-term Debt [Line Items] | ||||||
Notes payable | 231,250 | 282,250 | ||||
Dated - January 18, 2016 | Notes Payable Related Party | ||||||
Short-term Debt [Line Items] | ||||||
Notes payable | 975,000 | |||||
Dated - December 21, 2016 | Notes Payable Related Party | ||||||
Short-term Debt [Line Items] | ||||||
Notes payable | $ 574,252 | 542,349 | ||||
Principal and interest payments of notes | 48,956 | |||||
Interest rate per annum for 1st 12 months | 7.29% | |||||
Interest rate per annum for 13 through 18 months | 3.25% | |||||
Monthly principal and interest payments for a period of 18 months through June 20, 2018 | $ 226,985 | |||||
Net D | ||||||
Short-term Debt [Line Items] | ||||||
Note payable to related party | $ 350,000 | |||||
Net D | Asset purchase and sale agreement | Dated - April 23, 2015 | Notes Payable Related Party | ||||||
Short-term Debt [Line Items] | ||||||
Payment of notes payable | 51,000 | |||||
Net D | Purchase Of Connexum | Dated - January 18, 2016 | Notes Payable Related Party | ||||||
Short-term Debt [Line Items] | ||||||
Principal amount of note agreement | $ 1,000,000 | |||||
Interest rate per annum | 18.00% | |||||
Principal and interest payments of notes | $ 63,806 | |||||
Term of installment | 18 months | |||||
Cash proceeds received from the note | $ 25,000 | |||||
Net D | Purchase Of Connexum | Dated - December 21, 2016 | Notes Payable Related Party | ||||||
Short-term Debt [Line Items] | ||||||
Notes payable | 500,000 | |||||
Principal amount of note agreement | 574,252 | |||||
Loss on debt extinguishment | $ 74,252 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Short-term Debt [Line Items] | ||
Less: current portion of convertible notes payable | $ 2,061,952 | $ 1,934,932 |
Long-term convertible notes payable | 10,307 | |
Promissory Note | ||
Short-term Debt [Line Items] | ||
Total convertible notes payable | 2,660,742 | 2,149,666 |
Debt discount and deferred financing fees | (598,790) | (204,427) |
Total convertible notes payable after debt discount and deferred financing fees | 2,061,952 | 1,945,239 |
Less: current portion of convertible notes payable | 2,061,952 | 1,934,932 |
Long-term convertible notes payable | 10,307 | |
Promissory Note | Issued on August 22, 2014 | ||
Short-term Debt [Line Items] | ||
Total convertible notes payable | 1,700,000 | 1,700,000 |
Promissory Note | Issued in fiscal year 2016 | ||
Short-term Debt [Line Items] | ||
Total convertible notes payable | 83,951 | 449,666 |
Promissory Note | Issued in fiscal year 2017 | ||
Short-term Debt [Line Items] | ||
Total convertible notes payable | $ 876,791 |
CONVERTIBLE NOTES PAYABLE (Pare
CONVERTIBLE NOTES PAYABLE (Parentheticals) (Details) | 12 Months Ended |
Jan. 31, 2017$ / sharesshares | |
Short-term Debt [Line Items] | |
Number of convertible common shares | 2,054,226,375 |
Promissory Note | Issued on August 22, 2014 | |
Short-term Debt [Line Items] | |
Number of convertible common shares | 1,700,000 |
Conversion price | $ / shares | $ 0.10 |
CONVERTIBLE NOTES PAYABLE (De67
CONVERTIBLE NOTES PAYABLE (Details 1) | 12 Months Ended |
Jan. 31, 2017USD ($)Promissory_Note | |
Short-term Debt [Line Items] | |
Principal amount | $ 579,784 |
Accrued interest | 35,744 |
Prepayment penalties | $ 31,440 |
Promissory Note | |
Short-term Debt [Line Items] | |
Number of Promissory note assigned | Promissory_Note | 16 |
Principal amount | $ 424,178 |
Accrued interest | 37,880 |
Prepayment penalties | $ 156,809 |
Promissory Note | Tranches in effect as of January 31, 2017 | |
Short-term Debt [Line Items] | |
Number of Promissory note assigned | Promissory_Note | 5 |
Principal amount | $ 147,741 |
Accrued interest | 12,992 |
Prepayment penalties | $ 66,412 |
Promissory Note | Tranches in effect as of February 12, 2017 | |
Short-term Debt [Line Items] | |
Number of Promissory note assigned | Promissory_Note | 5 |
Principal amount | $ 69,549 |
Accrued interest | 5,472 |
Prepayment penalties | $ 22,507 |
Promissory Note | Tranches in effect as of March 12, 2017 | |
Short-term Debt [Line Items] | |
Number of Promissory note assigned | Promissory_Note | 2 |
Principal amount | $ 60,000 |
Accrued interest | 6,401 |
Prepayment penalties | $ 19,920 |
Promissory Note | Tranches in effect as of April 12, 2017 | |
Short-term Debt [Line Items] | |
Number of Promissory note assigned | Promissory_Note | 2 |
Principal amount | $ 71,131 |
Accrued interest | 5,188 |
Prepayment penalties | $ 22,895 |
Promissory Note | Tranches in effect as of May 12, 2017 | |
Short-term Debt [Line Items] | |
Number of Promissory note assigned | Promissory_Note | 2 |
Principal amount | $ 75,757 |
Accrued interest | 7,827 |
Prepayment penalties | $ 25,075 |
CONVERTIBLE NOTES PAYABLE (De68
CONVERTIBLE NOTES PAYABLE (Detail Textuals) | 12 Months Ended | |||
Jan. 31, 2017USD ($)Promissory_Note$ / sharesshares | Jan. 31, 2016USD ($) | Jan. 31, 2015USD ($) | Jan. 31, 2014USD ($)$ / sharesshares | |
Short-term Debt [Line Items] | ||||
Number of common shares issued under debt conversion | shares | 2,054,226,375 | |||
Derivative liability | $ 2,088,684 | $ 620,237 | ||
Conversion feature | 23,344 | |||
Debt discount on convertible debenture | (598,790) | (148,069) | ||
Derivative liabilities | 2,088,684 | 620,237 | ||
Derivative resolution - conversion | 1,417,063 | 238,314 | ||
Reclassification from APIC to derivative due to tainted instruments | 586,250 | 586,250 | ||
Amortization of debt discount | 1,109,303 | 342,831 | ||
Accrued interest | 35,744 | |||
Principal amount of note agreement | 579,784 | |||
Prepayment penalties | 31,440 | |||
Principal amounts of convertible notes payable related two lenders | 375,750 | |||
Prepayment of promissory notes paid by cash | 142,670 | |||
Proceeds from promissory notes | 785,858 | 380,900 | ||
Payment of convertible notes payable | 33,333 | |||
Accrued interest added to promissory note | 5,517 | |||
Recognized loss on debt settlement | 267,646 | |||
Convertible promissory notes | ||||
Short-term Debt [Line Items] | ||||
Accrued interest | $ 37,880 | |||
Number of Promissory note assigned | Promissory_Note | 16 | |||
Principal amount of note agreement | $ 424,178 | |||
Prepayment penalties | $ 156,809 | |||
Number of additional promissory note assigned | Promissory_Note | 10 | |||
Debt discount and deferred financing fees | $ (598,790) | (204,427) | ||
Dated - August 22, 2014 | Mr. Knudson | Convertible promissory notes | ||||
Short-term Debt [Line Items] | ||||
Conversion price | $ / shares | $ 0.10 | |||
Debt transferred to another lender | $ 100,000 | |||
Number of common shares issued under debt conversion | shares | 18,000,000 | |||
Interest rate per annum | 10.00% | |||
Conversion feature | 358,200 | |||
Amortization of debt discount | 208,950 | |||
Principal amount of note agreement | $ 1,700,000 | $ 1,800,000 | ||
Dated - Issued in fiscal year 2016 | Convertible promissory notes | ||||
Short-term Debt [Line Items] | ||||
Convertible notes payable, term | 9 months to 2 years | |||
Derivative loss | $ 250,733 | |||
Debt discount on convertible debenture | 209,000 | |||
Deferred financing fees | 55,142 | |||
Amortization of debt discount | 24,166 | |||
Principal amount of note agreement | $ 449,666 | |||
Dated - Issued in fiscal year 2016 | Convertible promissory notes | Minimum | ||||
Short-term Debt [Line Items] | ||||
Interest rate per annum | 5.00% | |||
Convertible notes payable redemption percentage | 118.00% | |||
Dated - Issued in fiscal year 2016 | Convertible promissory notes | Maximum | ||||
Short-term Debt [Line Items] | ||||
Interest rate per annum | 12.00% | |||
Convertible notes payable redemption percentage | 148.00% | |||
Issued in fiscal year 2017 | Convertible promissory notes | ||||
Short-term Debt [Line Items] | ||||
Conversion price | $ / shares | $ 0.0005 | |||
Conversion price, floor rate | Certain notes allow for the conversion price to be a floor of $0.0005 and $0.00005 per share | |||
Convertible notes payable, term | 9 months to 20 months | |||
Derivative liability | $ 3,245,991 | |||
Derivative loss | 1,889,299 | |||
Debt discount on convertible debenture | 1,356,692 | |||
Deferred financing fees | 146,976 | |||
Principal amount of note agreement | 1,266,417 | |||
Issued in fiscal year 2017 | Convertible promissory notes | Additional Paid in Capital (Deficiency) | ||||
Short-term Debt [Line Items] | ||||
Derivative liability | $ 1,258,063 | |||
Issued in fiscal year 2017 | Convertible promissory notes | Minimum | ||||
Short-term Debt [Line Items] | ||||
Interest rate per annum | 8.00% | |||
Convertible notes payable redemption percentage | 118.00% | |||
Issued in fiscal year 2017 | Convertible promissory notes | Maximum | ||||
Short-term Debt [Line Items] | ||||
Interest rate per annum | 12.00% | |||
Convertible notes payable redemption percentage | 150.00% |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Derivative [Line Items] | ||
Expected dividend yield | 0.00% | |
Minimum | ||
Derivative [Line Items] | ||
Expected term | 0 years | 4 months 24 days |
Expected average volatility | 120.00% | 249.00% |
Risk-free interest rate | 0.18% | 0.05% |
Maximum | ||
Derivative [Line Items] | ||
Expected term | 1 year 6 months | 2 years |
Expected average volatility | 716.00% | 328.00% |
Risk-free interest rate | 0.84% | 0.83% |
DERIVATIVE LIABILITIES (Detai70
DERIVATIVE LIABILITIES (Details 1) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 2,088,684 | $ 620,237 |
Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 2,088,684 | 620,237 |
Recurring basis | Promissory Note - Issued August 22, 2014 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 3,400 | |
Recurring basis | Promissory Notes - Issued in fiscal year 2016 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 164,794 | |
Recurring basis | Promissory Notes - Issued in fiscal year 2017 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 1,920,490 | |
Recurring basis | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Recurring basis | Level 1 | Promissory Note - Issued August 22, 2014 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Recurring basis | Level 1 | Promissory Notes - Issued in fiscal year 2016 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Recurring basis | Level 1 | Promissory Notes - Issued in fiscal year 2017 | ||
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 2 | Promissory Note - Issued August 22, 2014 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Recurring basis | Level 2 | Promissory Notes - Issued in fiscal year 2016 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | ||
Recurring basis | Level 2 | Promissory Notes - Issued in fiscal year 2017 | ||
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 | 2,088,684 | $ 620,237 |
Recurring basis | Level 3 | Promissory Note - Issued August 22, 2014 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 3,400 | |
Recurring basis | Level 3 | Promissory Notes - Issued in fiscal year 2016 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 164,794 | |
Recurring basis | Level 3 | Promissory Notes - Issued in fiscal year 2017 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 1,920,490 |
DERIVATIVE LIABILITIES (Detai71
DERIVATIVE LIABILITIES (Details 2) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance | $ 620,237 | $ 620,237 |
Addition of new derivatives recognized as debt discounts | 1,356,692 | 259,000 |
Addition of new derivatives recognized as options compensation | 177,000 | 340,200 |
Addition of new derivatives recognized as day one loss on derivatives | 1,289,210 | 469,730 |
Derivatives settled upon conversion of debt and exercise of warrants | (1,417,063) | (238,314) |
Reclassification from APIC to derivative due to tainted instruments | 586,250 | 586,250 |
Loss on change in fair value of the derivative | 62,608 | (796,629) |
Balance | $ 2,088,684 | $ 620,237 |
DERIVATIVE LIABILITIES (Detail
DERIVATIVE LIABILITIES (Detail Textuals) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Net gain on derivatives | $ 1,351,818 | $ 326,899 |
STOCK PAYABLE (Detail Textuals)
STOCK PAYABLE (Detail Textuals) - USD ($) | Feb. 03, 2016 | Apr. 09, 2015 | Jun. 22, 2015 | Jan. 31, 2014 | Dec. 31, 2013 | Apr. 30, 2014 | Jan. 31, 2014 | Jan. 31, 2017 | Jan. 31, 2016 | Dec. 21, 2015 | Oct. 30, 2014 |
Conversion of Stock [Line Items] | |||||||||||
Value of common shares issued | $ 20,000 | $ 47,500 | |||||||||
Investor payable - common shares | $ 658,000 | 658,000 | |||||||||
Preferred shares payable | $ 13,438 | ||||||||||
Number of preferred shares payable | 13,437,500 | ||||||||||
Stock purchase agreements | |||||||||||
Conversion of Stock [Line Items] | |||||||||||
Number of shares issued | 0 | 4,960,000 | |||||||||
Value of common shares issued | $ 0 | $ 496,000 | |||||||||
Percentage common stock agreed to issue | 125.00% | ||||||||||
Preferred Stock | Series B Preferred shares | |||||||||||
Conversion of Stock [Line Items] | |||||||||||
Number of shares issued | 4,750,000 | 437,500 | 4,750,000 | 8,437,500 | |||||||
Value of common shares issued | $ 20,000 | $ 4,750 | $ 8,438 | ||||||||
Preferred shares payable | $ 13,438 | ||||||||||
Number of preferred shares payable | 13,437,500 | ||||||||||
Preferred Stock | Series B Preferred shares | Stock purchase agreements | |||||||||||
Conversion of Stock [Line Items] | |||||||||||
Number of shares issued | 250,000 | 100,000 | |||||||||
Value of common shares issued | $ 250,000 | $ 100,000 | |||||||||
Preferred Stock | C Preferred stock | |||||||||||
Conversion of Stock [Line Items] | |||||||||||
Preferred shares payable | $ 1,000,000 | ||||||||||
Number of shares issued for settlement of preferred share payable | 1 | ||||||||||
Warrant | Series B Preferred shares | Stock purchase agreements | |||||||||||
Conversion of Stock [Line Items] | |||||||||||
Number of shares issued | 699,200 | 1,028,000 | |||||||||
Value of common shares issued | $ 699,200 | $ 1,028,000 | |||||||||
Poker Junkies LLC | Warrant | Preferred B | |||||||||||
Conversion of Stock [Line Items] | |||||||||||
Number of shares issued | 8,000,000 |
EQUITY (Details)
EQUITY (Details) - Stock option - $ / shares | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Options Outstanding, Shares | ||
Outstanding | 36,100,000 | 9,100,000 |
Granted | 39,000,000 | 27,000,000 |
Exercised | (41,000,000) | |
Forfeited/canceled | (25,000,000) | |
Outstanding | 9,100,000 | 36,100,000 |
Options Outstanding, Weighted Average Exercise Price | ||
Outstanding | $ 0.03 | $ 0.10 |
Granted | 0.005 | |
Exercised | (0.0009) | |
Forfeited/canceled | ||
Outstanding | $ 0.10 | $ 0.03 |
EQUITY (Details 1)
EQUITY (Details 1) - Stock option - 0.10 | 12 Months Ended |
Jan. 31, 2017$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number of Shares | shares | 9,100,000 |
Options Outstanding, Weighted Average Remaining Contractual life (in years) | 2 years 9 months |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.10 |
Options Exercisable, Number of Shares | shares | 9,100,000 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.10 |
EQUITY (Detail Textuals)
EQUITY (Detail Textuals) - USD ($) | Feb. 03, 2016 | Oct. 31, 2016 | Dec. 21, 2015 | Jun. 22, 2015 | Jan. 31, 2017 | Jan. 31, 2016 | Apr. 10, 2016 | Mar. 11, 2016 |
Equity [Line Items] | ||||||||
Capital stock, shares authorized | 15,000,000,000 | |||||||
Common stock, shares authorized | 14,900,000,000 | 14,900,000,000 | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred shares issued for - preferred stock payable | $ 13,438 | |||||||
Preferred shares issued for cash | 20,000 | $ 47,500 | ||||||
Beneficial conversion feature | 23,344 | |||||||
Preferred shares issued for due to related parties | 415,625 | |||||||
Preferred shares issued for due to related parties | $ 438,854 | |||||||
Loss on settlement of debt | $ (64,973) | |||||||
CEO | ||||||||
Equity [Line Items] | ||||||||
Preferred shares issued for due to related parties | $ 438,854 | |||||||
Series B Preferred shares | CEO | ||||||||
Equity [Line Items] | ||||||||
Preferred shares issued for due to related parties (in shares) | 25,000,000 | |||||||
Preferred shares issued for due to related parties | $ 415,625 | |||||||
Preferred Stock | Series A Preferred Stock | ||||||||
Equity [Line Items] | ||||||||
Preferred stock, shares authorized | 1,000 | 1,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred stock, voting rights | 51% voting right | |||||||
Preferred stock, shares issued | 1,000 | 1,000 | ||||||
Preferred stock, shares outstanding | 1,000 | 1,000 | ||||||
Preferred Stock | Series B Preferred shares | ||||||||
Equity [Line Items] | ||||||||
Preferred stock, shares authorized | 95,000,000 | 95,000,000 | 50,000,000 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares issued | 68,187,500 | 50,000,000 | ||||||
Preferred stock, shares outstanding | 68,187,500 | 50,000,000 | ||||||
Convertible preferred stock, terms of conversion | Basis of 1 Series B Preferred share for 1.25 common shares (1:1.25) | |||||||
Preferred shares issued for - preferred stock payable | $ 13,438 | |||||||
Preferred shares issued for - preferred stock payable (in shares) | 13,437,500 | 13,437,500 | ||||||
Preferred shares issued for cash | $ 20,000 | $ 4,750 | $ 8,438 | |||||
Preferred shares issued for cash (in shares) | 4,750,000 | 437,500 | 4,750,000 | 8,437,500 | ||||
Beneficial conversion feature | $ 23,344 | |||||||
Total consideration | $ 17,500 | $ 30,000 | ||||||
Preferred shares issued for due to related parties (in shares) | 25,000,000 | |||||||
Preferred shares issued for due to related parties | $ 25,000 | |||||||
Preferred Stock | Series B Preferred shares | CEO | ||||||||
Equity [Line Items] | ||||||||
Preferred shares issued for due to related parties (in shares) | 25,000,000 | |||||||
Preferred shares issued for due to related parties | $ 415,625 | |||||||
Preferred shares issued for due to related parties | 438,854 | |||||||
Loss on settlement of debt | (2,976,771) | |||||||
Preferred Stock | Series B Preferred shares | Net D | ||||||||
Equity [Line Items] | ||||||||
Preferred shares issued for - preferred stock payable | $ 13,438 | $ 13,438 | ||||||
Preferred shares issued for - preferred stock payable (in shares) | 13,437,500 | 13,437,500 | ||||||
Acquisition of assets fair value | $ 415,625 | |||||||
Acquisition of assets fair value (in shares) | 25,000,000 | |||||||
Preferred Stock | Series B Preferred shares | Connexum, LLC. | ||||||||
Equity [Line Items] | ||||||||
Acquisition of assets fair value | $ 54,375 | |||||||
Acquisition of assets fair value (in shares) | 5,000,000 |
EQUITY (Detail Textuals 1)
EQUITY (Detail Textuals 1) - USD ($) | Apr. 11, 2014 | Dec. 21, 2015 | Jan. 31, 2017 | Jan. 31, 2016 |
Equity [Line Items] | ||||
Preferred shares issued for - preferred stock payable | $ 13,438 | |||
Preferred shares issued for due to related parties | $ 415,625 | |||
Gain (Loss) on settlement of liabilities | 19,817 | |||
Preferred shares issued for purchase of assets | 468,687 | |||
Net D | ||||
Equity [Line Items] | ||||
Preferred shares issued for purchase of assets | $ 66,500 | |||
CEO | ||||
Equity [Line Items] | ||||
Preferred shares issued for due to related parties | $ 438,854 | |||
Gain (Loss) on settlement of liabilities | $ 2,976,771 | |||
Series C Convertible Preferred Stock | ||||
Equity [Line Items] | ||||
Convertible preferred stock (in dollars per shares) | $ 0.001 | $ 0.001 | ||
Convertible preferred stock, shares authorized | 100 | 100 | ||
Conversion of Series C stock | $ 1,000,000 | |||
Convertible preferred stock, shares issued | 16 | 14 | ||
Convertible preferred stock, shares outstanding | 16 | 14 | ||
Series C Convertible Preferred Stock | Net D | ||||
Equity [Line Items] | ||||
Acquisition of assets fair value (in shares) | 3 | |||
Acquisition of assets fair value | $ 3,000,000 | |||
Series C Convertible Preferred Stock | WebRunner, LLC | ||||
Equity [Line Items] | ||||
Preferred shares issued for - preferred stock payable (in shares) | 1 | |||
Preferred shares issued for - preferred stock payable | $ 1,000,000 | |||
Series C Convertible Preferred Stock | CEO | ||||
Equity [Line Items] | ||||
Preferred shares issued for due to related parties (in shares) | 3 | 1 | 3 | |
Preferred shares issued for due to related parties | $ 3,000,000 | $ 1,000,000 | $ 3,000,000 | |
Due to related party | 271,200 | 438,854 | ||
Gain (Loss) on settlement of liabilities | $ 1,564,800 | $ 2,976,771 | ||
Series C Convertible Preferred Stock | CFO | ||||
Equity [Line Items] | ||||
Preferred shares issued for due to related parties (in shares) | 1 | |||
Preferred shares issued for due to related parties | $ 1,000,000 | |||
Due to related party | $ 164,000 | |||
Series C Convertible Preferred Stock | Doyle Knudson | ||||
Equity [Line Items] | ||||
Preferred shares issued for purchase of assets (in shares) | 7 | |||
Preferred shares issued for purchase of assets | $ 3,300,000 | |||
Series D Convertible Preferred Stock | ||||
Equity [Line Items] | ||||
Convertible preferred stock (in dollars per shares) | $ 0.001 | $ 0.001 | ||
Convertible preferred stock, shares authorized | 1,000 | 1,000 | ||
Conversion of Series C stock | $ 100,000 | |||
Convertible preferred stock, shares issued | 21 | 0 | ||
Convertible preferred stock, shares outstanding | 21 | 0 | ||
Series D Convertible Preferred Stock | XTELUS | ||||
Equity [Line Items] | ||||
Acquisition of assets fair value (in shares) | 1 | |||
Acquisition of assets fair value | $ 100,000 | |||
Series D Convertible Preferred Stock | Connexum, LLC. | ||||
Equity [Line Items] | ||||
Acquisition of assets fair value (in shares) | 20 | |||
Acquisition of assets fair value | $ 2,000,000 |
EQUITY (Detail Textuals 2)
EQUITY (Detail Textuals 2) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Equity [Line Items] | ||
Common stock, shares authorized | 14,900,000,000 | 14,900,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock issued from conversion of debt | $ 615,528 | $ 121,958 |
Common stock issued for legal settlement | 54,000 | |
Common stock issued to directors | 161,100 | |
Common stock issued to settle stock payable | 20,183 | |
Loss on settlement of liabilities | 19,817 | |
Common stock issued for deferred financing fees | 13,042 | |
Common stock issued in exchange for warrants | 496,000 | |
Common stock issued for acquisition | $ 468,687 | |
Common stock, shares issued | 2,357,089,633 | 261,863,258 |
Common stock, shares outstanding | 2,357,089,633 | 261,863,258 |
Net D | ||
Equity [Line Items] | ||
Common stock issued for acquisition | $ 66,500 | |
Consultants | ||
Equity [Line Items] | ||
Common stock shares issued to consultants (in shares) | 16,150,000 | |
Common stock shares issued to consultants | $ 134,960 | |
Common Stock | ||
Equity [Line Items] | ||
Common stock issued from conversion of debt (in shares) | 2,054,226,375 | 44,189,102 |
Common stock issued from conversion of debt | $ 2,054,226 | $ 44,189 |
Common stock issued for exercise of stock options (in shares) | 41,000,000 | |
Common stock issued for legal settlement (in shares) | 2,700,000 | |
Common stock issued for legal settlement | $ 2,700 | |
Common stock issued to directors (in shares) | 21,000,000 | |
Common stock issued to directors | $ 21,000 | |
Common stock issued to settle stock payable (in shares) | 4,587,156 | |
Settlement amount | $ 40,000 | |
Common stock issued for deferred financing fees (in shares) | 1,545,000 | |
Common stock issued in exchange for warrants (in shares) | 4,960,000 | |
Common stock issued in exchange for warrants | $ 4,960 | |
Common stock issued for acquisition (in shares) | 5,000,000 | |
Common stock issued for acquisition | $ 5,000 |
EQUITY (Detail Textuals 3)
EQUITY (Detail Textuals 3) | 1 Months Ended | 12 Months Ended | ||
Oct. 21, 2015Agreementshares | Jan. 31, 2017USD ($)Agreement$ / sharesshares | Jan. 31, 2016USD ($)$ / sharesshares | Jan. 31, 2015shares | |
Equity [Line Items] | ||||
Derivative liability | $ | $ 2,088,684 | $ 620,237 | ||
Stock option | ||||
Equity [Line Items] | ||||
Number of agreement | Agreement | 2 | 3 | ||
Number of options issued | 9,100,000 | 36,100,000 | 9,100,000 | |
Stock compensation expense | $ | $ 177,000 | $ 340,200 | ||
Options issued | 39,000,000 | 27,000,000 | ||
Option exercise price | $ / shares | $ 0.005 | |||
Exercised | 41,000,000 | |||
Derivative liability | $ | $ 159,000 | |||
Forfeited/canceled | 25,000,000 | |||
Gain on change in fair value of derivative | $ | $ 81,472 | |||
Stock option | Exercise price | ||||
Equity [Line Items] | ||||
Number of options issued to consultants | 17,000,000 | |||
Exercise price of options | $ / shares | $ 0 | |||
Stock option | Exercise price | ||||
Equity [Line Items] | ||||
Number of options issued to consultants | 5,000,000 | |||
Exercise price of options | $ / shares | $ 0 | |||
Number of share issued in exchange for common shares | 20,000,000 | |||
Stock option | Exercise price | ||||
Equity [Line Items] | ||||
Number of options issued to consultants | 17,000,000 | |||
Exercise price of options | $ / shares | $ 0 | |||
Number of share issued in exchange for common shares | 7,000,000 |
EQUITY (Detail Textuals 4)
EQUITY (Detail Textuals 4) | 1 Months Ended | 12 Months Ended | |
Jun. 27, 2016USD ($)Employeeshares | Jan. 31, 2017USD ($) | Jan. 31, 2016USD ($) | |
Equity [Line Items] | |||
Fair value of stock issued | $ 41,000 | $ 496,000 | |
Stock-based compensation | $ 361,000 | ||
Employee incentive bonus plan | First award | |||
Equity [Line Items] | |||
Cash compensation | $ 10,000 | ||
Employee incentive bonus plan | Second award | |||
Equity [Line Items] | |||
Cash compensation | $ 20,000 | ||
Employee incentive bonus plan | Series D Preferred Stock | Second award | |||
Equity [Line Items] | |||
Number of shares earned as part of award | shares | 5 | ||
Number of shares earned immediately upon revenue of generated within first six months | shares | 1 | ||
Revenue generated | $ 100,000 | ||
Fair value of stock issued | $ 500,000 | ||
Employee incentive bonus plan | Preferred Stock | Series B Preferred shares | First award | |||
Equity [Line Items] | |||
Number of shares earned as part of award | shares | 500,000 | ||
Fair value of stock issued | $ 2,500 | ||
Employee incentive bonus plan | Preferred Stock | Series B Preferred shares | Second award | |||
Equity [Line Items] | |||
Number of shares earned as part of award | shares | 6,500,000 | ||
Additional number of shares earned as part of award | shares | 3,000,000 | ||
Fair value of stock issued | $ 32,500 | ||
Employee incentive bonus plan | XTELUS | |||
Equity [Line Items] | |||
Number of employee | Employee | 2 | ||
Employee incentive bonus plan | XTELUS | First award | |||
Equity [Line Items] | |||
Revenue generated | $ 1,000,000 | ||
Employee incentive bonus plan | XTELUS | Second award | Minimum | |||
Equity [Line Items] | |||
Revenue generated | 1,000,000 | ||
Employee incentive bonus plan | XTELUS | Second award | Maximum | |||
Equity [Line Items] | |||
Revenue generated | $ 7,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Detail Textuals) - USD ($) | Jun. 11, 2014 | Dec. 29, 2016 | May 25, 2016 | Jan. 31, 2017 | Jan. 31, 2016 |
Commitments And Contingencies [Line Items] | |||||
Rent expense from discontinued operations | $ 112,229 | $ 77,633 | |||
Written down value of software | 180,572 | ||||
Windstream Holdings, Inc. | |||||
Commitments And Contingencies [Line Items] | |||||
Settlement amount | $ 20,000 | ||||
Windstream Holdings, Inc. | Connexum, LLC. | |||||
Commitments And Contingencies [Line Items] | |||||
Claim amount for unpaid notes and services | 600,000 | ||||
Actual unpaid usage fees | 20,000 | ||||
Disputed fees | 580,000 | ||||
Tarpon Bay Partners LLC | |||||
Commitments And Contingencies [Line Items] | |||||
Settlement amount | $ 50,000 | ||||
Stoneridge Capital, LLC | |||||
Commitments And Contingencies [Line Items] | |||||
Accounts Payable | $ 750,000 | $ 250,000 | |||
Licensing Agreements | Software | |||||
Commitments And Contingencies [Line Items] | |||||
Cost of agreement | $ 1,125,000 | ||||
Term of agreement | 48 months | ||||
Written down value of software, percentage | 50.00% | ||||
Written down value of software | $ 1,125,000 | ||||
Security deposit | $ 562,500 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Total | 0 | 0 |
Deferred: | ||
Federal | 871,182 | 531,744 |
State | 230,607 | 140,756 |
Total | 1,101,789 | 672,500 |
Valuation allowance | (1,101,789) | (672,500) |
Provision benefit for income taxes, net | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | (34.00%) | (34.00%) |
State income taxes and other | 9.00% | 9.00% |
Change in valuation allowance | 34.00% | 34.00% |
Effective tax rate |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Jan. 31, 2017 | Jan. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 4,517,999 | $ 3,416,210 |
Valuation allowance | (4,517,999) | (3,416,210) |
Deferred income tax asset |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) - USD ($) | 12 Months Ended | |
Jan. 31, 2017 | Jan. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 10,507,000 | |
Net operating loss carryforwards, expiration date | Jan. 31, 2035 | |
Operating loss carryforwards, description on limitations | Events which may cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. | |
Income tax expense | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Dec. 21, 2015 | Jan. 31, 2017 | Jan. 31, 2016 | |
Related Party Transaction [Line Items] | ||||
Preferred shares issued for due to related parties | $ 415,625 | |||
Amounts due to CEO and CFO | $ 0 | $ 0 | 0 | |
Notes payable | 100,476 | 100,476 | 85,000 | |
Gain (Loss) on settlement of liabilities | 19,817 | |||
Rent expense | 112,229 | $ 77,633 | ||
Preferred Stock | Series B Preferred shares | ||||
Related Party Transaction [Line Items] | ||||
Preferred shares issued for due to related parties (in shares) | 25,000,000 | |||
Preferred shares issued for due to related parties | $ 25,000 | |||
CEO | ||||
Related Party Transaction [Line Items] | ||||
Advance fund from CEO | 200 | $ 0 | ||
Consulting fees payment | $ 218,500 | |||
Preferred shares issued for due to related parties | $ 438,854 | |||
Gain (Loss) on settlement of liabilities | $ 2,976,771 | |||
CEO | Series B Preferred shares | ||||
Related Party Transaction [Line Items] | ||||
Preferred shares issued for due to related parties (in shares) | 25,000,000 | |||
Preferred shares issued for due to related parties | $ 415,625 | |||
CEO | Series C Convertible Preferred Stock | ||||
Related Party Transaction [Line Items] | ||||
Preferred shares issued for due to related parties (in shares) | 3 | 1 | 3 | |
Preferred shares issued for due to related parties | $ 3,000,000 | $ 1,000,000 | $ 3,000,000 | |
Due to Net D | 271,200 | 271,200 | 438,854 | |
Gain (Loss) on settlement of liabilities | 1,564,800 | $ 2,976,771 | ||
CEO | Preferred Stock | Series B Preferred shares | ||||
Related Party Transaction [Line Items] | ||||
Preferred shares issued for due to related parties (in shares) | 25,000,000 | |||
Preferred shares issued for due to related parties | $ 415,625 | |||
Gain (Loss) on settlement of liabilities | (2,976,771) | |||
Net D | Connexum, LLC. | ||||
Related Party Transaction [Line Items] | ||||
Due to Net D | 235,917 | 235,917 | 27,942 | |
Notes payable | $ 773,599 | 773,599 | 1,257,250 | |
Total fees for services | 63,334 | $ 133,436 | ||
CEO and CFO | Preferred Stock | Series C Convertible Preferred Stock | ||||
Related Party Transaction [Line Items] | ||||
Preferred shares issued for due to related parties (in shares) | 2 | |||
Preferred shares issued for due to related parties | $ 2,000,000 | |||
Amounts due to CEO and CFO | 435,200 | $ 435,200 | ||
Gain (Loss) on settlement of liabilities | 1,564,800 | |||
CFO | Series C Convertible Preferred Stock | ||||
Related Party Transaction [Line Items] | ||||
Preferred shares issued for due to related parties (in shares) | 1 | |||
Preferred shares issued for due to related parties | $ 1,000,000 | |||
Due to Net D | 164,000 | $ 164,000 | ||
CFO | Preferred Stock | Series C Convertible Preferred Stock | ||||
Related Party Transaction [Line Items] | ||||
Rent expense | $ 44,000 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) | 8 Months Ended | 12 Months Ended | |
Sep. 28, 2017USD ($)NoteLendershares | Jan. 31, 2017shares | Feb. 27, 2017shares | |
Subsequent Event [Line Items] | |||
Number of common shares issued under debt conversion | shares | 2,054,226,375 | ||
Subsequent event | |||
Subsequent Event [Line Items] | |||
Number of common shares issued under debt conversion | shares | 3,985,956,874 | ||
Accrued interest and associated fees | $ | $ 214,708 | ||
Number of notes assigned | Note | 11 | ||
Principal and interest payments of notes | $ | $ 301,324 | ||
Number of lender | Lender | 1 | ||
Payment of settlement premiums | $ | $ 90,397 | ||
Aggregate purchase price of shares | shares | 7,000,000 |