Nutriband (NTRB) 10-Q 14 Dec 18 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Oct. 31, 2018	Dec. 14, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Nutriband Inc.
Entity Central Index Key	1,676,047
Trading Symbol	NTRB
Amendment Flag	false
Current Fiscal Year End Date	--01-31
Document Type	10-Q
Document Period End Date	Oct. 31, 2018
Document Fiscal Year Focus	2,019
Document Fiscal Period Focus	Q3
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Common Stock, Shares Outstanding		21,824,100

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Oct. 31, 2018	Jan. 31, 2018
CURRENT ASSETS:
Cash and cash equivalents	$ 257,545
Accounts receivable	94,193
Inventories	4,133	4,133
Prepaid expenses	70,946	160,503
VAT receivable		263
Total Current Assets	426,817	164,899
PROPERTY and EQUIPMENT-net	98,386
OTHER ASSETS:
Intangible assets-net	2,096,250
TOTAL ASSETS	2,621,453	164,899
CURRENT LIABILITIES:
Accounts payable and accrued expenses	161,091	12,341
Due to related parties		14,230
Notes payable	40,000	16,820
Total Current Liabilities	201,091	43,391
Commitments and Contingencies
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value, 10,000,000 shares authorized, -0- outstanding
Common stock, $.001 par value, 100,000,000 shares authorized; 21,824,100 and 20,877,100 shares issued and outstanding at October 31, 2018 and January 31, 2018, respectively	21,824	20,877
Additional paid-in-capital	8,063,490	2,950,487
Accumulated other comprehensive loss	(52)	(446)
Accumulated deficit	(5,664,900)	(2,849,410)
Total Stockholders' Equity	2,420,362	121,508
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 2,621,453	$ 164,899

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Oct. 31, 2018	Jan. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, par value	$ .001	$ .001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value	$ .001	$ .001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	21,824,100	20,877,100
Common stock, shares outstanding	21,824,100	20,877,100

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Oct. 31, 2018	Oct. 31, 2017	Oct. 31, 2018	Oct. 31, 2017
Income Statement [Abstract]
Revenue	$ 162,815		$ 162,815
Costs and expenses:
Cost of sales	206,283		206,283
Stock-based compensation		20,000	1,763,950	32,500
Selling, general and administrative expenses	445,152	87,732	1,008,072	203,811
Total Costs and Expenses	651,435	107,732	2,978,305	236,311
Loss from operations before Provision for income taxes	(488,620)	(107,732)	(2,815,490)	(236,311)
Provision for income taxes
Net loss	$ (488,620)	$ (107,732)	$ (2,815,490)	$ (236,311)
Net loss per common stock-basic and diluted	$ (0.02)	$ (0.01)	$ (0.13)	$ (0.01)
Weighted average common stock outstanding - basic and diluted	21,824,100	20,767,100	21,061,625	17,594,199
Other Comprehensive Income (Loss):
Net loss	$ (488,620)	$ (107,732)	$ (2,815,490)	$ (236,311)
Foreign currency translation adjustment	(4)	160	394	(1,407)
Total Comprehensive Loss	$ (488,624)	$ (107,572)	$ (2,815,096)	$ (237,718)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Oct. 31, 2018	Oct. 31, 2017
Cash flows from operating activities:
Net loss	$ (2,815,490)	$ (236,311)
Adjustments to reconcile net loss to net cash used in operating activities:
Expenses paid on behalf of Company by related party	24,300
Depreciation and amortization	59,527	110,445
Stock-based compensation	1,763,950	32,500
Changes in operating assets and liabilities:
Inventories		5,410
Accounts receivable	(93,930)
Prepaid expenses	80,320	2,263
Accounts payable and accrued expenses	158,751	4,230
Net Cash Used In Operating Activities	(822,572)	(81,463)
Cash flows from investing activities:
Payment on acquisition	(400,000)
Purchase of equipment	(4,163)
Net Cash Used In Investing Activities	(404,163)
Cash flows from financing activities:
Payment on bank overdraft	(762)
Proceeds from sale of common stock	1,000,000	40,000
Proceeds from exercise of warrants	500,000
Proceeds from notes	25,000	15,000
Payment of notes	(1,820)
Proceeds from advances from related parties	2,500	8,250
Payment of related party advances	(41,038)	(8,250)
Net Cash Provided by Financing Activities	1,483,880	55,000
Effect of exchange rate on cash	400	(559)
Net increase (decrease) in cash	257,545	(27,022)
Cash and cash equivalents - Beginning of period		27,124
Cash and cash equivalents - End of period	257,545	102
Cash paid for:
Interest
Income taxes
Supplementary disclosure of non-cash investing and financing activities
Common stock issued for services	1,763,950	57,500
Common stock issued for patents		2,500,000
Assets purchased
Equipment	100,000
Intangibles	2,150,000
Total	2,250,000
Liabilities assumed
Net assets purchased	2,250,000
Common stock issued	(1,850,000)
Cash paid	$ 400,000

Organization and Description of

Organization and Description of Business	9 Months Ended
	Oct. 31, 2018
Accounting Policies [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	1. ORGANIZATION AND DESCRIPTION OF BUSINESS Organization Nutriband Inc. (the “Company”) is a Nevada corporation, incorporated on January 4, 2016. In January 2016, the Company acquired Nutriband Ltd, an Irish company which was formed by the Company’s chief executive officer in 2012 to enter the health and wellness market by marketing transdermal patches. References to the Company relate to the Company and its subsidiaries unless the context indicates otherwise. On August 1, 2018, the Company acquired 4P Therapeutics LLC (“4P Therapeutics”) for $2,250,000, consisting of 250,000 shares of common stock, valued at $1,850,000, and $400,000, and a royalty payable to the former owner of 4P Therapeutics, of 6% on all revenue generated by the Company from the abuse deterrent intellectual property that had been developed by 4P Therapeutics. The former owner of 4P Therapeutics has been a director of the Company since April 2018, when the Company entered into an agreement to acquire 4P Therapeutics. 4P Therapeutics is engaged in the development of a series of transdermal pharmaceutical products that are in the preclinical stage of development. Prior to the acquisition of 4P Therapeutics, the Company’s business was the development and marketing of a range of transdermal consumer patches. Most of these products are considered drugs in the United States and cannot be marketed in the United States without approval by the Food and Drug Administration (the “FDA”). The Company is not presently taking any steps to seek FDA approval of its consumer transdermal products and its consumer products are not being marketed in the United States. With the acquisition of 4P Therapeutics, 4P Therapeutics’ drug development business became the Company’s principal business. The Company’s approach is to use generic drugs that are off patent and incorporate them into the Company’s transdermal drug delivery system. Although these medications have received FDA approval in oral or injectable form, the Company needs to conduct a transdermal product development program which will include the preclinical and clinical trials that are necessary to receive FDA approval before we can market any of our pharmaceutical products. Going Concern The Company’s consolidated financial statements for the nine months ended October 31, 2018 have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company did not generate any revenue prior to the quarter ended October 31, 2018, it has a history of recurring losses from operations, and for the nine months ended October 31, 2018, the Company generated revenue of $162,815 on which it recorded a negative gross profit of $43,468 and a loss from operations and net loss of $2,815,490. The Company will require substantial funding to execute its strategic business plan. Successful business operations and its transition to attaining profitability are dependent upon obtaining significant additional financing and achieving a level of revenue to support its cost structure and obtaining FDA approval to market its products in development. These factors raise substantial doubt about ability of the Company to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Oct. 31, 2018
Summary Of Significant Accounting Policies
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated balance sheet as of October 31, 2018 and the consolidated statements of operations and cash flows for the periods presented have been prepared by the Company and are unaudited. The consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods pursuant to Rule 8-03 of Regulation S-X, and consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in stockholders' equity and cash flows for all periods presented have been made. The information for the consolidated balance sheet as of January 31, 2018 was derived from audited financial statements of the Company. The Company’s significant accounting policies are found below. These policies should be read in conjunction with Note 1 found in the Company’s Annual Report on Form 10-K for the year ended January 31, 2018. Principles of Consolidation The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated. The operations of 4P Therapeutics are included in the Company’s financial statements from the date of acquisition of August 1, 2018. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates including, but not limited to, those related to such items as income tax exposures, accruals, depreciable/useful lives, allowance for doubtful accounts and valuation allowances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to a customer. The Company adopted the guidance under the new revenue standards using the modified retrospective method effective February 1, 2018. Topic 606 requires the Company to recognize revenues when control of the promised goods or services and receipt of payment is probable. Upon adoption, the new standards replaced most existing revenue recognition guidance in U.S. GAAP. The adoption of the new revenue recognition standards did not have any impact on its consolidated financial statements since the Company did not recognize any revenue prior to the third quarter of 2018, and all revenue will be recognized pursuant to Topic 606 under the five-step model specified by the new revenue standards. Property, Plant and Equipment Property and equipment represent an important component of the Company’s assets. The Company depreciates its plant and equipment on a straight-line basis over the estimated useful life of the assets. Property, plant and equipment is stated at historical cost. Expenditures for minor repairs, maintenance and replacement parts which do not increase the useful lives of the assets are charged to expense as incurred. All major additions and improvements are capitalized. Depreciation is computed using the straight-line method. The lives over which the fixed assets are depreciated range from 3 to 5 years as follows: Equipment 5 years Intangibles Intangibles consist of intellectual property of 4P Therapeutics. The intellectual property is being amortized over its useful life of 10 years. Evaluation of Long-lived Assets Intellectual property represent an important component of the Company’s total assets. The Company amortizes its intellectual property assets on a straight-line basis over the estimated useful lives of the assets. Management reviews long-lived assets for potential impairment whenever significant events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment exists when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the estimated undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an impairment exists, the resulting write-down would be the difference between fair market value of the long-lived asset and the related net book value. In May 2017, the Company acquired Advanced Health Brands, Inc., the principal assets of which were provisional patents, for stock valued at $2,500,000. As of January 31, 2018, the Company recorded an impairment charge of $2,500,000 and reduced the book value of the assets to $-0-. Stock-Based Compensation ASC 718, “Compensation - Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity - Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. During the nine months ended October 31, 2018, the Company incurred $1,763,950 of expenses from the issuance of 322,000 shares of common stock for services. During the nine months ended October 31, 2017, the Company incurred $57,500 of expenses, of which $32,500 was expensed during the nine months ended October 31, 2017 and $25,000 is included in prepaid expenses) from the issuance 115,000 shares of common stock for services. The common stock issued as compensation was valued at the market price on the respective dates of grant. Accounting Standards Issued But Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842), to provide a new comprehensive model for lease accounting under this guidance, lessees and lessors should apply a “right-of-use” model in accounting for all leases (including subleases) and eliminate the concept of operating leases and off-balance-sheet leases. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. Similar modifications have been made to lessor accounting in-line with revenue recognition guidance. This guidance is effective for the annual periods and interim periods beginning December 15, 2018. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. Early adoption is permitted. The update guidance requires a modified retrospective adoption. We are currently in the process of evaluating this new standard update . In June 2018, the FASB issued ASU 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees. ASU 2018-07 is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company does not currently expect the adoption to have any significant impact on the Company’s financial statements. The Company has implemented all new pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements or results of operations. Reclassifications Certain items have been reclassified to conform to present year presentation.

Inventories

Inventories	9 Months Ended
	Oct. 31, 2018
Inventory Disclosure [Abstract]
INVENTORIES	3. INVENTORIES Inventory as of October 31, 2018 and January 31, 2018 is as follows: October 31, 2018 January 31, 2018 Finished goods $ 4,133 $ 4,133 Work in progress - - Raw materials - - $ 4,133 $ 4,133

Debt

Debt	9 Months Ended
	Oct. 31, 2018
Debt Disclosure [Abstract]
DEBT	4. DEBT Due to related parties as of October 31, 2018 and January 31, 2018, consists of loans from officers and related parties, that are interest free and due on demand. As of October 31, 2018, and January 31, 2018, short-term debt due to related parties amounted to $-0- and $14,230, respectively. The loans were paid in full May 2018. Note payable as of October 31, 2018 and January 31, 2018, consists of a loan from South County Dublin Council that is interest free with monthly payments of $75. The loan was due October 2017. As of October 31, 2018 and January 31, 2018, the total balance of long-term debt (current portion) amounted to $-0- and $1,820, respectively. The loan was paid in July 2018. On September 12, 2017, the Company received an interest-free loan from an unrelated party in the amount of $15,000. The Company received an additional advance from the unrelated party of $25,000 during April 2018. The loan is interest free and due upon demand. As of October 31, 2018, and January 31, 2018, the balance due was $40,000 and $15,000, respectively, and amount is included in notes payable.

Acquisition of Business

Acquisition of Business	9 Months Ended
	Oct. 31, 2018
Business Combinations [Abstract]
Acquisition of Business	5. ACQUISITION OF BUSINESS On August 1, 2018, the Company acquired 4P Therapeutics for $2,250,000, consisting of 250,000 shares of common stock, valued at $1,850,000, and $400.000, and a royalty payable to the former owner of 4P Therapeutics, of 6% on all revenue generated by us from the abuse deterrent intellectual property that had been developed by 4P Therapeutics. The preliminary purchase price allocation is provisional, pending completion by the Company of its valuation of the assets of 4P Therapeutics, and has been used to prepare the balance sheet and statement of operations. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the adjustments. Details of the net assets acquired are as follows: Fair Value Recognized On Acquisition Equipment $ 100,000 Intangible assets 2,150,000 Net assets acquired 2,250,000 Satisfied by: Common stock issued $ (1,850,000 ) Cash outflows on acquisition (400,000 )

Intangible Assets

Intangible Assets	9 Months Ended
	Oct. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	6. INTANGIBLE ASSETS Changes in intangible assets for the period ending October 31, 2018 were as follows: Intangible Assets Balance - January 31, 2018 $ - Additions from acquisition 2,150,000 Amortization for period ended October 31, 2018 (53,750 ) Net book value – October 31, 2018 $ 2,096,250 The valuation of the intangible assets is provisional pending completion by the Company of its valuation of the assets of 4P Therapeutics and are being amortized over a period of ten years. No value has been given to the potential royalty payable to the former owner since the royalty is contingent upon the Company generating revenue from any source and there is no marketable product and are uncertainties, including the need for FDA approval, as to whether or when any revenue will be generated from the intellectual property subject to the royalty. If any royalties are paid to the former owner of 4P Therapeutics, the royalties will be expensed as incurred and treated as an operating expense.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Oct. 31, 2018
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	7. RELATED PARTY TRANSACTIONS a) As of October 31, 2018, and January 31, 2018, the mother of the chief executive officer, advanced the Company $-0- and $10,230, respectively, for operating capital. The advance was interest free and due on demand. The advance was repaid in full May 2018. b) During the year ended January 31, 2018, the chief financial officer advanced $8,250 to the Company, all of which was repaid as of January 31, 2018. Additionally, the Company had amounts owed to the chief financial officer for payments made on behalf of the Company of $30,800 and $4,000 as of April 30, 2018 and January 31, 2018, respectively. The amounts were repaid in full May 2018. c) The former owner of 4P Therapeutics has been a director of the Company since April 2018, when the Company entered into an agreement to acquire 4P Therapeutics. See Note 6 in connection with the terms of the acquisition of 4P Therapeutics from the former owner. The former owner was not a director of the Company when the acquisition agreement was signed. d) During the nine months ended October 31, 2018, the Company issued 210,000 shares of common stock, valued at $967,500 to executives of the Company and 30,000 shares of common stock, valued at $222,000, to directors of the Company. The stock was valued at the market price on the date of grant.

Common Stock

Common Stock	9 Months Ended
	Oct. 31, 2018
Equity [Abstract]
COMMON STOCK	8. COMMON STOCK The Company issued 322,000 shares of common stock valued at $1,763,950, based on the market price on the date of issuance, during the nine months ended October 31, 2018 for services provided to the Company. Of these shares, 210,000 shares valued at $967,500 were issued to executives of the Company and 30,000 shares valued at $222,000 were issued to directors of the Company. On May 2, 2018, the Company sold to an unrelated party for $1.0 million, 250,000 shares stock and 30-day warrants to purchase 250,000 shares of common stock at $4.00 per share. On May 27, 2018, the unrelated party exercised warrants to purchase 125,000 shares of common stock and on June 2, 2018, warrants to purchase 125,000 shares of common stock expired unexercised. On July 31, 2018, the Company issued 250,000 shares of common stock valued at $1,850,000 representing a portion of the purchase price for the equity of 4P Therapeutics. See Note 6.

Warrants

Warrants	9 Months Ended
	Oct. 31, 2018
Warrants and Rights Note Disclosure [Abstract]
WARRANTS	9. WARRANTS The following table summarizes the changes in warrants outstanding and the related price of the shares of the Company’s common stock issued to non-employees of the Company. Shares Exercise Price Remaining Life Intrinsic Value Outstanding, January 31, 2018 730,000 $ 1.58 1.35 years - Granted 250,000 4.00 - - Exercised (125,000 ) 4.00 - - Expired/Cancelled (125,000 ) 4.00 - - Outstanding, October 31, 2018 730,000 $ 1.58 0.60 years $ 4,320,000 Exercisable, October 31, 2018 730,000 $ 1.58 0.60 years $ 4,320,000

Earnings Per Share

Earnings Per Share	9 Months Ended
	Oct. 31, 2018
Earnings Per Share [Abstract]
EARNINGS PER SHARE	10. EARNINGS PER SHARE Basic earnings per share of common stock are computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share of common stock are computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares of common stock consist of shares issuable upon the exercise of outstanding common stock purchase warrants. As of October 31, 2018, there were 730,000 common stock equivalents outstanding, that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive.

Contingencies

Contingencies	9 Months Ended
	Oct. 31, 2018
Contingencies [Abstract]
CONTINGENCIES	11. CONTINGENCIES As previously, disclosed, the Company, the chief executive officer and the chief financial officer received a Wells notice on August 10, 2018 from the Enforcement Division staff of the U.S. Securities and Exchange Commission, Miami Regional Office in connection with an investigation into the Company’s disclosure about the FDA requirements for its consumer transdermal patch products made in the Company’s disclosures about FDA requirements for its transdermal products in the Company’s Form 10 registration statement and amendments (filed June 2, 2016) and Form 10-K annual report (filed May 8 2017). In the Wells notice, the enforcement division staff informed the Company that it intended to recommend that the Commission authorize a civil injunctive action alleging that the Company and the named officers violated certain provisions of the federal security laws, including Section 10(b) and 13(a) of the Security Exchange Act of 1934, with respect to the Company’s FDA disclosures in its public filings. On September 7, 2018, the Company and officers filed a Wells Submission with the Enforcement Division staff explaining why they did not violate the federal securities law and why the Commission should not file a civil injunctive action and not seek civil monetary penalties and other forms of equitable relief. The Company and named officers are involved in settlement discussions with the staff of the Enforcement Division to resolve the investigation. On July 27, 2018, the Company commenced an action in the Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida, against Advanced Health Brands, Inc., Raymond Kalmar, Paul Murphy, Michelle Polly-Murphy, Laura Fillman and John Baker, together with a Motion for Temporary Injunction Without Notice and a Motion for Prejudgment Writ of Replevin arising from the Company’s decision to seek to rescind for misrepresentation the agreement by which the Company acquired advanced Health Brans, Inc. for 5,000,000 shares of common stock valued at $2,500,000 and seek return of the shares. On August 2, 2018, the court entered a Temporary Injunction Without Notice and an Order to Show Cause against the defendants. Defendants Kalmar, Murphy, Polly-Murphy, and Baker have filed a Motion to Dismiss our Verified Complaint, Motion to Dissolve Temporary Injunction Without Notice and Response to Order to Show Cause, and Motion to Compel Arbitration. The parties presented oral arguments to the Court on August 22 and 24, 2018. The Court has yet to rule on any motion or issue presented. The parties are currently scheduled to continue their respective oral arguments before the Florida court on December 7, 2018. One of the defendants, Laura Fillman, returned her 200,000 shares in November 2018.

Subsequent Events

Subsequent Events	9 Months Ended
	Oct. 31, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	12. SUBSEQUENT EVENTS On November 19, 2018, the Company and Carmel Biosciences terminated the previously-announced acquisition agreement principally as a result of concerns about the uncertainties and risks involving the drug valsartan and the potential presence of possible carcinogens from the manufacturing process from various manufacturers. The agreement was terminated without any obligation of either party to the other party. On November 23, 2018, the Company sold to T.I.I. Jet Services LDA., a Portuguese company, 71,429 shares of common stock for $500,000.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Oct. 31, 2018
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated. The operations of 4P Therapeutics are included in the Company’s financial statements from the date of acquisition of August 1, 2018.
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates including, but not limited to, those related to such items as income tax exposures, accruals, depreciable/useful lives, allowance for doubtful accounts and valuation allowances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.
Revenue Recognition	Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to a customer. The Company adopted the guidance under the new revenue standards using the modified retrospective method effective February 1, 2018. Topic 606 requires the Company to recognize revenues when control of the promised goods or services and receipt of payment is probable. Upon adoption, the new standards replaced most existing revenue recognition guidance in U.S. GAAP. The adoption of the new revenue recognition standards did not have any impact on its consolidated financial statements since the Company did not recognize any revenue prior to the third quarter of 2018, and all revenue will be recognized pursuant to Topic 606 under the five-step model specified by the new revenue standards.
Property, Plant and Equipment	Property, Plant and Equipment Property and equipment represent an important component of the Company’s assets. The Company depreciates its plant and equipment on a straight-line basis over the estimated useful life of the assets. Property, plant and equipment is stated at historical cost. Expenditures for minor repairs, maintenance and replacement parts which do not increase the useful lives of the assets are charged to expense as incurred. All major additions and improvements are capitalized. Depreciation is computed using the straight-line method. The lives over which the fixed assets are depreciated range from 3 to 5 years as follows: Equipment 5 years
Intangibles	Intangibles Intangibles consist of intellectual property of 4P Therapeutics. The intellectual property is being amortized over its useful life of 10 years.
Evaluation of Long-lived Assets	Evaluation of Long-lived Assets Intellectual property represent an important component of the Company’s total assets. The Company amortizes its intellectual property assets on a straight-line basis over the estimated useful lives of the assets. Management reviews long-lived assets for potential impairment whenever significant events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment exists when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the estimated undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an impairment exists, the resulting write-down would be the difference between fair market value of the long-lived asset and the related net book value. In May 2017, the Company acquired Advanced Health Brands, Inc., the principal assets of which were provisional patents, for stock valued at $2,500,000. As of January 31, 2018, the Company recorded an impairment charge of $2,500,000 and reduced the book value of the assets to $-0-.
Stock-Based Compensation	Stock-Based Compensation ASC 718, “Compensation - Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity - Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. During the nine months ended October 31, 2018, the Company incurred $1,763,950 of expenses from the issuance of 322,000 shares of common stock for services. During the nine months ended October 31, 2017, the Company incurred $57,500 of expenses, of which $32,500 was expensed during the nine months ended October 31, 2017 and $25,000 is included in prepaid expenses) from the issuance 115,000 shares of common stock for services. The common stock issued as compensation was valued at the market price on the respective dates of grant.
Accounting Standards Issued But Not Yet Adopted	Accounting Standards Issued But Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842), to provide a new comprehensive model for lease accounting under this guidance, lessees and lessors should apply a “right-of-use” model in accounting for all leases (including subleases) and eliminate the concept of operating leases and off-balance-sheet leases. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. Similar modifications have been made to lessor accounting in-line with revenue recognition guidance. This guidance is effective for the annual periods and interim periods beginning December 15, 2018. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. Early adoption is permitted. The update guidance requires a modified retrospective adoption. We are currently in the process of evaluating this new standard update . In June 2018, the FASB issued ASU 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees. ASU 2018-07 is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company does not currently expect the adoption to have any significant impact on the Company’s financial statements. The Company has implemented all new pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements or results of operations.
Reclassifications	Reclassifications Certain items have been reclassified to conform to present year presentation.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Oct. 31, 2018
Summary Of Significant Accounting Policies Table Abstract
Schedule of property plant and equipment	Equipment 5 years

Inventories (Tables)

Inventories (Tables)	9 Months Ended
	Oct. 31, 2018
Inventory Disclosure [Abstract]
Schedule of inventories	October 31, 2018 January 31, 2018 Finished goods $ 4,133 $ 4,133 Work in progress - - Raw materials - - $ 4,133 $ 4,133

Acquisition of Business (Tables

Acquisition of Business (Tables)	9 Months Ended
	Oct. 31, 2018
Business Combinations [Abstract]
Schedule of net assets acquired	Fair Value Recognized On Acquisition Equipment $ 100,000 Intangible assets 2,150,000 Net assets acquired 2,250,000 Satisfied by: Common stock issued $ (1,850,000 ) Cash outflows on acquisition (400,000 )

Intangible Assets (Tables)

Intangible Assets (Tables)	9 Months Ended
	Oct. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule changes in intangible assets	Intangible Assets Balance - January 31, 2018 $ - Additions from acquisition 2,150,000 Amortization for period ended October 31, 2018 (53,750 ) Net book value – October 31, 2018 $ 2,096,250

Warrants (Tables)

Warrants (Tables)	9 Months Ended
	Oct. 31, 2018
Warrants and Rights Note Disclosure [Abstract]
Schedule of warrants	Shares Exercise Price Remaining Life Intrinsic Value Outstanding, January 31, 2018 730,000 $ 1.58 1.35 years - Granted 250,000 4.00 - - Exercised (125,000 ) 4.00 - - Expired/Cancelled (125,000 ) 4.00 - - Outstanding, October 31, 2018 730,000 $ 1.58 0.60 years $ 4,320,000 Exercisable, October 31, 2018 730,000 $ 1.58 0.60 years $ 4,320,000

Organization and Description _2

Organization and Description of Business (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 31, 2018	Oct. 31, 2018	Oct. 31, 2017	Oct. 31, 2018	Oct. 31, 2017
Organization and Description of Business (Textual)
Description of acquired	The Company acquired 4P Therapeutics LLC (“4P Therapeutics”) for $2,250,000, consisting of 250,000 shares of common stock, valued at $1,850,000, and $400,000, and a royalty payable to the former owner of 4P Therapeutics, of 6% on all revenue generated by the Company from the abuse deterrent intellectual property that had been developed by 4P Therapeutics.
Revenue		$ 162,815		$ 162,815
Gross profit				43,468
Net loss		$ (488,620)	$ (107,732)	$ (2,815,490)	$ (236,311)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details)	9 Months Ended
	Oct. 31, 2018
Equipment [Member]
Equipment	5 years

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details Textual) - USD ($)	Jul. 31, 2018	Jan. 31, 2018	May 31, 2017	Oct. 31, 2018	Oct. 31, 2017	Oct. 31, 2018	Oct. 31, 2017
Summary of Significant Accounting Policies (Textual)
Intellectual property useful life						10 years
Impairment charge		$ 2,500,000
Reduced the book value patents		$ 0
Incurred of expenses						$ 1,763,950	$ 57,500
Shares of common stock for services						322,000	115,000
Stock-based compensation					$ 20,000	$ 1,763,950	$ 32,500
Prepaid expenses						$ 80,320	$ 2,263
Health Brans, Inc. [Member]
Summary of Significant Accounting Policies (Textual)
Acquired advanced shares of common stock value	$ 2,500,000		$ 2,500,000
Maximum [Member]
Summary of Significant Accounting Policies (Textual)
Property plant and equipment						5 years
Minimum [Member]
Summary of Significant Accounting Policies (Textual)
Property plant and equipment						3 years

Inventories (Details)

Inventories (Details) - USD ($)	Oct. 31, 2018	Jan. 31, 2018
Inventory Disclosure [Abstract]
Finished goods	$ 4,133	$ 4,133
Work in progress
Raw materials
Inventories, Net	$ 4,133	$ 4,133

Debt (Details)

Debt (Details) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Oct. 31, 2018	Oct. 31, 2018	Jan. 31, 2018	Sep. 12, 2017
Debt (Textual)
Short-term debt	$ 0	$ 0	$ 14,230
Short-term debt monthly payments		75	75
Total balance of long-term debt	0	0	1,820
Interest-free loan from unrelated perty				$ 15,000
Additional advance received	25,000
Balance due	$ 40,000	$ 40,000	$ 15,000

Acquisition of Business (Detail

Acquisition of Business (Details) - USD ($)	9 Months Ended
	Oct. 31, 2018	Oct. 31, 2017
Fair Value Recognized On Acquisition
Equipment	$ 100,000
Intangible assets	2,150,000
Net assets acquired	2,250,000
Satisfied by:
Common stock issued	(1,850,000)
Cash outflows on acquisition	$ (400,000)

Acquisition of Business (Deta_2

Acquisition of Business (Details Textual) - 4P Therapeutics LLC [Member]	Aug. 02, 2018USD ($)shares
Acquisition of Business (Textual)
Acquired common stock shares | shares	250,000
Acquired common stock value	$ 1,850,000
Acquired consisting	2,250,000
Acquired consisting gross	$ 400,000
Payment of royalty percentage	6.00%

Intangible Assets (Details)

Intangible Assets (Details)	9 Months Ended
	Oct. 31, 2018USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Balance - January 31, 2018
Additions from acquisition	2,150,000
Amortization for period ended October 31, 2018	(53,750)
Net book value - October 31, 2018	$ 2,096,250

Intangible Assets (Details Text

Intangible Assets (Details Textual)	9 Months Ended
	Oct. 31, 2018
Intangible Assets (Textual)
Amortized of intangible assets	10 years

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended	9 Months Ended	12 Months Ended
	Apr. 30, 2018	Oct. 31, 2018	Jan. 31, 2018
Chief Financial Officer [Member]
Related Party Transactions (Textual)
Amount advances to company			$ 8,250
Additional expenses paid	$ 30,800		4,000
Chief Executive Officer [Member]
Related Party Transactions (Textual)
Advance from related party		$ 0	$ 10,230
Executives [Member]
Related Party Transactions (Textual)
Common stock, issued		210,000
Common stock, value		$ 967,500
Directors [Member]
Related Party Transactions (Textual)
Common stock, issued		30,000
Common stock, value		$ 222,000

Common Stock (Details)

Common Stock (Details) - USD ($)	Jul. 31, 2018	May 27, 2018	May 02, 2018	Jun. 30, 2018	Oct. 31, 2018	Oct. 31, 2017
Common Stock (Textual)
Shares issued for services					322,000	115,000
Director [Member]
Common Stock (Textual)
Shares issued for services					30,000
Shares issued for services, value					$ 222,000
Executives [Member]
Common Stock (Textual)
Shares issued for services					210,000
Shares issued for services, value					$ 967,500
Common stock [Member]
Common Stock (Textual)
Shares issued for services					322,000
Shares issued for services, value					$ 1,763,950
Common stock issued in acquisition, shares	250,000
Common stock issued in acquisition, value	$ 1,850,000
Common stock [Member] | Barandnic Holdings Ltd. [Member]
Common Stock (Textual)
Issuance shares of common stock, shares			250,000
Proceeds from common stock received			$ 1,000,000
Warrant to purchase of common stock			250,000
Warrant maturity date			30 days
Exercise price of warrants			$ 4
Common stock warrants exercised		125,000		125,000

Warrants (Details)

Warrants (Details)	9 Months Ended
	Oct. 31, 2018USD ($)$ / sharesshares
Shares
Outstanding, Ending Balance	730,000
Warrants [Member]
Shares
Outstanding, Beginning Balance	730,000
Granted	250,000
Exercised	(125,000)
Expired/Cancelled	(125,000)
Outstanding, Ending Balance	730,000
Exercisable	730,000
Exercise Price
Outstanding, Beginning Balance | $ / shares	$ 1.58
Granted | $ / shares	4
Exercised | $ / shares	4
Expired/Cancelled | $ / shares	4
Outstanding, Ending Balance | $ / shares	1.58
Exercisable | $ / shares	$ 1.58
Remaining Life
Outstanding, Beginning period	1 year 4 months 6 days
Outstanding, Ending period	7 months 6 days
Exercisable	7 months 6 days
Intrinsic Value
Outstanding, Beginning Balance | $
Outstanding, Ending Balance | $	4,320,000
Exercisable | $	$ 4,320,000

Earnings Per Share (Details)

Earnings Per Share (Details)	Oct. 31, 2018shares
Earnings Per Share (Textual)
Common stock equivalents outstanding	730,000

Contingencies (Details)

Contingencies (Details) - USD ($)	Jul. 31, 2018	Nov. 30, 2018	May 31, 2017
Subsequent Event [Member]
Contingencies (Textual)
Returned shares		200,000
Health Brans, Inc. [Member]
Contingencies (Textual)
Acquired advanced shares of common stock value	$ 2,500,000		$ 2,500,000
Acquired advanced shares of common stock	5,000,000

Subsequent Events (Details)

Subsequent Events (Details) - T.I.I. Jet Services LDA. [Member] - Subsequent Event [Member]	1 Months Ended
	Nov. 23, 2018USD ($)shares
Subsequent Events (Textual)
Sale of common stock, value | $	$ 500,000
Sale of common stock, shares | shares	71,429