Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Apr. 30, 2019 | Jun. 13, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Nutriband Inc. | |
Entity Central Index Key | 0001676047 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 21,695,529 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Apr. 30, 2019 | Jan. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 201,848 | $ 474,653 |
Accounts receivable | 44,857 | 13,088 |
Prepaid expenses | 68,500 | 102,725 |
Total Current Assets | 315,205 | 590,466 |
PROPERTY & EQUIPMENT-net | 137,368 | 146,147 |
OTHER ASSETS: | ||
Goodwill | 1,719,235 | 1,719,235 |
Right of use asset, net | 5,025 | |
Intangible assets-net | 342,304 | 351,770 |
TOTAL ASSETS | 2,519,137 | 2,807,618 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 390,348 | 291,781 |
Customer deposits | 71,225 | |
Operating lease liability | 5,082 | |
Note payable | 40,000 | 40,000 |
Total Current Liabilities | 435,430 | 403,006 |
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; 21,695,529 and 21,695,529 shares issued and outstanding at April 30, 2019 and January 31, 2019, respectively | 21,695 | 21,695 |
Additional paid-in-capital | 8,816,319 | 8,563,619 |
Accumulated other comprehensive loss | (304) | (52) |
Accumulated deficit | (6,754,003) | (6,180,650) |
Total Stockholders' Equity | 2,083,707 | 2,404,612 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,519,137 | $ 2,807,618 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Apr. 30, 2019 | Jan. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 21,695,529 | 21,695,529 |
Common stock, shares outstanding | 21,695,529 | 21,695,529 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 3 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 193,590 | |
Costs and expenses: | ||
Cost of revenues | 198,794 | |
Selling, general and administrative expenses | 567,957 | 448,098 |
Total Costs and Expenses | 766,751 | 448,098 |
Loss from operations | (573,161) | (448,098) |
Other income (expense) | ||
Interest expense | (192) | |
Loss from operations before provision for income taxes | (573,353) | (448,098) |
Provision for income taxes | ||
Net loss | $ (573,353) | $ (448,098) |
Net loss per share of common stock-basic and diluted | $ (0.03) | $ (0.02) |
Weighted average shares of common stock outstanding - basic and diluted | 21,695,529 | 20,877,100 |
Other Comprehensive Income (Loss): | ||
Net loss | $ (573,353) | $ (448,098) |
Foreign currency translation adjustment | (252) | 146 |
Total Comprehensive Income (Loss) | $ (573,605) | $ (447,952) |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Income(Loss) | Accumulated Deficit | Common stock to be issued | Total |
Balance at Jan. 31, 2018 | $ 20,877 | $ 2,950,487 | $ (446) | $ (2,849,410) | $ 121,508 | |
Balance, shares at Jan. 31, 2018 | 20,877,100 | |||||
Issuance of common stock for services | 277,500 | 277,500 | ||||
Net loss for the three months ended | (448,098) | (448,098) | ||||
Foreign currency translation adjustment | 146 | 146 | ||||
Balance at Apr. 30, 2018 | $ 20,877 | 2,950,487 | (300) | (3,297,508) | $ 277,500 | (48,944) |
Balance, shares at Apr. 30, 2018 | 20,877,100 | |||||
Balance at Jan. 31, 2019 | $ 21,695 | 8,563,619 | (52) | (6,180,650) | 2,404,612 | |
Balance, shares at Jan. 31, 2019 | 21,695,529 | |||||
Issuance of warrants for services | 252,700 | 252,700 | ||||
Net loss for the three months ended | (573,353) | (573,353) | ||||
Foreign currency translation adjustment | (252) | (252) | ||||
Balance at Apr. 30, 2019 | $ 21,695 | $ 8,816,319 | $ (304) | $ (6,754,003) | $ 2,083,707 | |
Balance, shares at Apr. 30, 2019 | 21,695,529 |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (573,353) | $ (448,098) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Expenses paid on behalf of the Company by related party | 24,300 | |
Depreciation and amortization | 18,245 | |
Amortization of right of use asset | 5,025 | |
Stock-based compensation | 252,700 | 277,500 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (31,769) | |
Prepaid expenses | 34,225 | 54,011 |
Customer deposit | (71,225) | |
Operating lease liability | (4,968) | |
Accounts payable and accrued expenses | 98,567 | 64,846 |
Net Cash Used In Operating Activities | (272,553) | (27,441) |
Cash flows from financing activities: | ||
Payment of bank overdraft | (59) | |
Proceeds from notes payable | 25,000 | |
Proceeds from advances of related parties | 2,500 | |
Net Cash Provided by Financing Activities | 27,441 | |
Effect of exchange rate on cash | (252) | |
Net change in cash | (272,805) | |
Cash and cash equivalents - Beginning of period | 474,653 | |
Cash and cash equivalents - End of period | 201,848 | |
Cash paid for: | ||
Interest | ||
Income taxes | ||
Supplemental disclosure of non-cash investing and financing activities | ||
Common stock to be issued for services | 277,500 | |
Adoption of ASC 842 Operating lease asset and liability | $ 10,050 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Apr. 30, 2019 | |
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 us 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 transdermal products. Going Concern The Company's consolidated financial statements for the three months ended April 30, 2019 have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities in the normal course of business. The Company did not generate any revenue prior to the quarter ended October 31, 2018. For the three months ended April 30, 2019, the Company generated revenue of $193,590 on which it recorded cost of revenues of $198,794 and a loss from operations of $573,161. 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, developing its products, and obtaining FDA approval to market any product it develops and implementing a marketing program for such products. These factors raise substantial doubt about ability of the Company to continue as a going concern for a period of at least one year from the date of issuance of these financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Apr. 30, 2019 | |
Summary Of Significant Accounting Policies | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated balance sheet as of April 30, 2019 and the consolidated statements of operations, stockholders' equity, 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, 2019 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 in the Company's audited financial statements for the year ended January 31, 2019. 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 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 and determined no cumulative effect adjusted to retained earnings was necessary upon adoption. Topic 606 requires the Company to recognize revenues when control of the promised goods or services and receipt of payment is probable. The Company recognizes revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied. Revenue Service Types The following is a description of the Company's revenue service types, which include professional services and sale of goods: ● Professional services include the contract of research and development related services with our clients in the life sciences field on an as-needed basis. Deliverables primarily consist of detailed findings and conclusion reports provided to the client for each given research project engaged. ● Sales revenues are derived from the sale of our consumer products. Upon the reception of a purchase order, we have the order filled and shipped. Contracts with Customers A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party's rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer's intent and ability to pay the promised consideration. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For the Company's different revenue service types, the performance obligation is satisfied at different times. Our performance obligations include providing products and professional services in the area of research. The Company recognizes product revenue performance obligations in most cases when the product has shipped to the customer. When the Company performs professional service work, it recognizes revenue when the Company has the right to invoice the customer for the work completed, which typically occurs on a monthly basis for the work performed during that month. All revenue recognized in the income statement is considered to be revenue from contracts with customers. Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by service type and by geographical location. See the tables: Revenue by service type Three Months Ended Three Months Ended Sale of goods 142,450 - Services 51,140 - Total 193,590 - Revenue by geographical location Three Months Ended Three Months Ended United States 51,140 - Non-United States 142,450 - Total 193,590 - 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 is recognized pursuant to Topic 606 under the five-step model specified by the new revenue standards. Property, Plant and Equipment 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: Lab Equipment 5 years Furniture, fixtures and equipment 3 years Intangibles Assets Intangibles assets include trademarks, intellectual property and customer base acquired through business combinations. The Company accounts for Other Intangible Assets under the guidance of ASC 350, "Intangibles-Goodwill and Other." The Company capitalizes certain costs related to patent technology. A substantial component of the purchase price related to the Company's acquisition in 2018 has also been assigned to intellectual property and other intangibles. Under the guidance, other intangible assets with definite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are tested annually for impairment. Trademarks, intellectual property and customer base are being amortized over their estimated useful lives of ten years. Goodwill Goodwill represents the difference between the total purchase price and the fair value of assets (tangible and intangible) and liabilities at the date of acquisition. Goodwill is reviewed for impairment annually, and more frequently as circumstances warrant, and written down only in the period in which the recorded value of such assets exceed their fair value. The Company does not amortize goodwill in accordance with ASC 350. Long-lived 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. Earnings per Share Basic earnings per common share are computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share are computed by dividing net earnings by the weighted average number of common shares and potential common shares outstanding during the period. Potential shares of common stock consist of shares issuable upon the exercise of outstanding options and common stock purchase warrants. As of April 30, 2019 and 2018, there were 330,000 and 730,000 common stock equivalents outstanding, respectively, that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive. Stock-Based Compensation ASC 718, "Compensation - Stock Compensation," prescribes accounting and reporting standards for all share-based payment transactions in which employee services, and since February 1, 2019, non-employees, 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). For the three months ended April 30, 2018, 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. As of February 1, 2019, pursuant to ASU 2018-07, ASC 718 was applied to stock-based compensation for both employees and non-employees. Leases 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. The Company adopted ASU 2016-02 as amended effective February 1, 2019 using the modified retrospective approach. In connection with the adoption, the Company elected to utilize the Comparative Under 840 Option whereby the Company will continue to present prior period financial statements and disclosures under ASC 840. In addition, the Company elected the transition package of three practical expedients permitted under the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification and initial direct costs. The Company completed the necessary changes to its accounting policies, processes, disclosure and internal control over financial reporting. Adoption of the new standard resulted in the recording of right-to-use assets in the amount of $10,050 and lease liabilities related to operating leases in the amount of $10,050 on the Company's consolidated balance sheet as of February 1, 2019. See Note 10, Leases, for Topic 842 disclosures in connection with the adoption of ASU 2016-02. Recent Accounting Standards The Company has implemented all new pronouncements, including the adoption of ASC 842 and 718, 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. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Apr. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 2. PROPERTY AND EQUIPMENT April 30, January 31, 2019 2018 Lab equipment $ 144,585 $ 144,585 Furniture, fixtures and equipment 19,643 19,643 164,228 164,228 Less: Accumulated depreciation (26,860 ) (18,081 ) Net Property and Equipment $ 137,368 $ 146,147 Depreciation expense amounted to $8,779 and $-0- for the three months ended April 30, 2019 and 2018, respectively. |
Debt
Debt | 3 Months Ended |
Apr. 30, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | 3. DEBT On September 12, 2017, the Company received an interest-free loan from TII Jet Services LDA in the amount of $15,000. The Company received an additional advance of $25,000 during April 2018. The loan is interest free and due upon demand. The balance due on such was $40,00 on April 30, 2019, and January 31, 2019, which is included in notes payable. |
Acquisition of Business
Acquisition of Business | 3 Months Ended |
Apr. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisition of Business | 4. ACQUISITION OF BUSINESS On August 1, 2018, the Company acquired 100% of the membership interests of 4P Therapeutics, pursuant to an agreement dated April 5, 2018, 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 primary purpose of the acquisition is to acquire the intellectual property of 4P Therapeutics and complete the development and seek FDA approval on a number of transdermal pharmaceutical products under development by 4P Therapeutics which are in the preclinical stage. As a result of the acquisition of 4P Therapeutics, the Company has a pipeline of potential products. Acquisition costs, which were minimal, have been expensed as incurred in accordance with ASC 350. Details of the net assets acquired are as follows: Fair Value Recognized On Acquisition Equipment $ 160,065 Customer base 136,500 Intellectual property 191,900 Trademark 42,300 Goodwill 1,719,235 Net assets acquired 2,250,000 Satisfied by: Common stock issued (1,850,000 ) Cash outflows on acquisition $ 400,000 The following unaudited pro forma condensed financial information presents the combined results of operations of the Company and 4P Therapeutics as if the acquisition occurred as of the beginning of each period presented. The unaudited pro forma condensed financial information is not intended to represent or be indicative of the consolidated results of operations of the Company that would have been reported had the acquisition occurred at the beginning of the period presented and should not be taken as being representation of the future consolidated results of operations of the Company. Three Months Ended April 30, 2018 As Reported Pro Forma Net revenue $ - $ 124,355 Net loss (448,098 ) (462,580 ) Loss per common share - basic and diluted $ (0.02 ) $ (0.02 ) |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Apr. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | 5. INTANGIBLE ASSETS AND GOODWILL At April 30, 2019 and January 31, 2019, intangible assets consisted of intellectual property, customer base and trademarks, net of amortization, as follows: April 30, January 31, 2019 2019 Customer base $ 136,500 $ 136,500 Intellectual property 234,200 234,200 Goodwill 1,719,235 1,719,235 Total 2,089,935 2,089,935 Less: Accumulated amortization (28,396 ) (18,930 ) Net Intangible Assets $ 2,061,539 $ 2,071,005 The value of the intangible assets, consisting of intellectual property and customer base has been recorded at their fair value by the Company after completing a valuation and are being amortized over a period of ten years. Amortization expense for the three months ended April 30, 2019 and 2018 was $9,466 and $-0- respectively. 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 there are material 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 a cost of revenue. Intangible assets consist of: Intellectual property $ 234,200 Accumulated amortization (18,158 ) Book value at April 30, 2019 $ 216,042 Customer base $ 136,500 Accumulated amortization (10,238 ) Book value at April 30, 2019 $ 126,262 Total Intangible Assets, Net $ 342,304 Trademarks and Estimated Amortization: Intellectual Property Customer Base Total Year Ended January 31, 2020 $ 17,367 $ 10,237 $ 27,604 2021 23,420 13,650 37,070 2022 23,420 13,650 37,070 2023 23,420 13,650 37,070 2024 and thereafter 128,415 75,075 203,490 $ 216,042 $ 126,262 $ 342,304 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Apr. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 6. RELATED PARTY TRANSACTIONS a) 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 4 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. b) During the three months ended April 30, 2018, the Company issued 110,000 shares of common stock, valued at $277,500 to executives of the Company. c) On February 19, 2019, the Company granted an executive officer an option to purchased 100,000 shares of the Company's common stock at an exercise price equal to 75% of the market price on the date the Company receives notice of exercise. The fair value of the warrant on the date of grant using the Black Scholes model was $252,700 and was expensed during the three months ended April 30, 2019. The warrant expired unexercised on May 19, 2019. |
Common Stock
Common Stock | 3 Months Ended |
Apr. 30, 2019 | |
Equity [Abstract] | |
COMMON STOCK | 7. COMMON STOCK The Company issued 110,000 shares of common stock valued at $277,500, the fair value at the date of issuance, during the three months ended April 30, 2018 for services provided to the Company. These shares were issued to executives 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 for proceeds of $500,000 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 Notes 4 and 6. On November 23, 2018, the Company sold 71,429 shares of its common stock to an unrelated party for $500,000. In November 2018, one of the defendants in the legal proceedings with Advanced Health Brands, Inc., returned 200,000 shares of common stock that had been issued to her, and these shares were cancelled as of January 31, 2019. |
Warrants and Options
Warrants and Options | 3 Months Ended |
Apr. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS AND OPTIONS | 8. WARRANTS AND OPTIONS 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. Exercise Remaining Intrinsic Shares Price Life Value Outstanding, January 31, 2019 730,000 $ 1.58 0.35 years $ 4,101,000 Granted - - - - Expired/Cancelled (500,000 ) 0.70 - - Exercised - - - - Outstanding-period ending April 30, 2019 230,000 $ 3.50 0.75 years $ 1,205,000 Exercisable - period ending April 30, 2019 230,000 $ 3.50 0.75 years $ 1,205,000 The following table summarizes additional information relating to the warrants outstanding at April 30, 2019: Weighted Number Average Weighted Average Number Weighted Average Range of Exercise Prices Outstanding Life(Years) Shares Outstanding Exercisable Shares Exercisable $ 3.50 230,000 0.75 $ 3.50 230,000 $ 3.50 The following table summarizes the changes in options outstanding and the related price of the shares of the Company's common stock issued to non-employees of the Company. Exercise Remaining Intrinsic Shares Price Life Value Outstanding, January 31, 2019 - $ - - $ - Granted 100,000 6.41 0.05 years 232,750 Expired/Cancelled - - - - Exercised - - - - Outstanding-period ending April 30, 2019 100,000 $ 6.41 0.05 years $ 232,750 Exercisable - period ending April 30, 2019 100,000 $ 6.41 0.05 years $ 232,750 The following table summarizes additional information relating to the options outstanding at April 30, 2019: Weighted Number Average Weighted Average Number Weighted Average Range of Exercise Prices Outstanding Life(Years) Shares Outstanding Exercisable Shares Exercisable $ 6.41 100,000 0.05 $ 6.41 100,000 $ 6.41 |
Leases
Leases | 3 Months Ended |
Apr. 30, 2019 | |
Leases [Abstract] | |
Leases | 9. LEASES The Company has operating leases for its facilities used for research and development, sales and administration. These leases have remaining lease terms of less than one year. Certain of these leases contain options to extend the term of the lease and certain of these leases contain options to terminate the lease within a specified period of time. The options to extend or terminate a lease are included in the lease term when it is reasonably likely that the Company will elect that option. The Company is not a party to any material sublease arrangements. The components of lease expense, which are included in cost of revenues and general and administrative expense, based on the underlying uses of the right of use asset, were as follows: Three Months Ended April 30, Amortization of ROU Asset $ 5,025 Interest on lease liability 192 Operating lease costs - Total Lease Cost $ 5,217 Supplementary cash flow information related to leases are as follows: Three Months Ended April 30, Cash paid for amounts included in the Operating cash flows from operating leases $ 5,025 Right-of-use assets obtained in exchange Operating leases 10,050 Supplementary balance sheet information related to leases are as follows: Operating Leases: Operating lease right-of -use assets $ 5,025 Operating lease liabilities 5,082 Weighted-Average Remaining Lease Term: Operating leases 0.25 years Weighted-Average Discount Rate: Operating leases 9.2 % Our discount rate is based on our incremental borrowing rate. Maturities of lease liabilities were as follows as of April 30, 2019: Operating Year Ending Leases 2019-remaining $ 5,160 Total undiscounted cash flows 5,160 Less: imputed interest (78 ) Present value of lease liabilities $ 5,082 |
Contingencies
Contingencies | 3 Months Ended |
Apr. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | 10. CONTINGENCIES 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. In November 2018, one of the defendants returned her 200,000 shares that had been issued to her, and these shares were cancelled as of January 31, 2019. On January 4, 2019, the court in the Advanced Health Brands, Inc. litigation dismissed the Company's complaint with prejudice, and directed the defendants to assign the Company within 30 days, the six patents never duly transferred to the Company. On February 1, 2019, the Company appealed the court's order. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Apr. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS On May 24, 2019, the board of directors created a series of preferred stock consisting of 2,500,000 shares designated as the Series A Convertible Preferred Stock, (Series A Preferred Stock"). The holders of the Series A Preferred Stock vote with the common stock and receive dividends with the common stock on an as-if converted basis. Each shares of Series A Preferred Stock is convertible into one share of common stock upon happening of a conversion event, as defined. The Series Preferred Stock is automatically converted in the event of a merger, acquisition and sale. A certificate of designation for Series A Preferred Stock was filed with the Secretary of State of Nevada on May 24, 2019. On May 24, 2019, the Company entered into an agreement with three of its officers pursuant to which they agreed to exchange a total of 2,500,000 shares of common stock for 2,500,000 shares of Series A Preferred Stock. If the Company completes a public offering of its securities prior to July 31, 2019, the exchange will become effective upon the effectiveness of the registration statement relating to the public offering. The conversion ratio is subject to adjustment for stock dividends, distributions, splits, reverse splits, and similar events. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 30, 2019 | |
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 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 and determined no cumulative effect adjusted to retained earnings was necessary upon adoption. Topic 606 requires the Company to recognize revenues when control of the promised goods or services and receipt of payment is probable. The Company recognizes revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied. Revenue Service Types The following is a description of the Company's revenue service types, which include professional services and sale of goods: ● Professional services include the contract of research and development related services with our clients in the life sciences field on an as-needed basis. Deliverables primarily consist of detailed findings and conclusion reports provided to the client for each given research project engaged. ● Sales revenues are derived from the sale of our consumer products. Upon the reception of a purchase order, we have the order filled and shipped. Contracts with Customers A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party's rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer's intent and ability to pay the promised consideration. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For the Company's different revenue service types, the performance obligation is satisfied at different times. Our performance obligations include providing products and professional services in the area of research. The Company recognizes product revenue performance obligations in most cases when the product has shipped to the customer. When the Company performs professional service work, it recognizes revenue when the Company has the right to invoice the customer for the work completed, which typically occurs on a monthly basis for the work performed during that month. All revenue recognized in the income statement is considered to be revenue from contracts with customers. Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by service type and by geographical location. See the tables: Revenue by service type Three Months Ended Three Months Ended Sale of goods 142,450 - Services 51,140 - Total 193,590 - Revenue by geographical location Three Months Ended Three Months Ended United States 51,140 - Non-United States 142,450 - Total 193,590 - 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 is recognized pursuant to Topic 606 under the five-step model specified by the new revenue standards. |
Property, Plant and Equipment | Property, Plant and Equipment 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: Lab Equipment 5 years Furniture, fixtures and equipment 3 years |
Intangibles Assets | Intangibles Assets Intangibles assets include trademarks, intellectual property and customer base acquired through business combinations. The Company accounts for Other Intangible Assets under the guidance of ASC 350, "Intangibles-Goodwill and Other." The Company capitalizes certain costs related to patent technology. A substantial component of the purchase price related to the Company's acquisition in 2018 has also been assigned to intellectual property and other intangibles. Under the guidance, other intangible assets with definite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are tested annually for impairment. Trademarks, intellectual property and customer base are being amortized over their estimated useful lives of ten years. |
Goodwill | Goodwill Goodwill represents the difference between the total purchase price and the fair value of assets (tangible and intangible) and liabilities at the date of acquisition. Goodwill is reviewed for impairment annually, and more frequently as circumstances warrant, and written down only in the period in which the recorded value of such assets exceed their fair value. The Company does not amortize goodwill in accordance with ASC 350. |
Long-lived Assets | Long-lived 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. |
Earnings Per Share | Earnings per Share Basic earnings per common share are computed by dividing net earnings by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share are computed by dividing net earnings by the weighted average number of common shares and potential common shares outstanding during the period. Potential shares of common stock consist of shares issuable upon the exercise of outstanding options and common stock purchase warrants. As of April 30, 2019 and 2018, there were 330,000 and 730,000 common stock equivalents outstanding, respectively, that were not included in the calculation of dilutive earnings per share as their effect would be anti-dilutive. |
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, and since February 1, 2019, non-employees, 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). For the three months ended April 30, 2018, 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. As of February 1, 2019, pursuant to ASU 2018-07, ASC 718 was applied to stock-based compensation for both employees and non-employees. |
Leases | Leases 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. The Company adopted ASU 2016-02 as amended effective February 1, 2019 using the modified retrospective approach. In connection with the adoption, the Company elected to utilize the Comparative Under 840 Option whereby the Company will continue to present prior period financial statements and disclosures under ASC 840. In addition, the Company elected the transition package of three practical expedients permitted under the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification and initial direct costs. The Company completed the necessary changes to its accounting policies, processes, disclosure and internal control over financial reporting. Adoption of the new standard resulted in the recording of right-to-use assets in the amount of $10,050 and lease liabilities related to operating leases in the amount of $10,050 on the Company's consolidated balance sheet as of February 1, 2019. See Note 10, Leases, for Topic 842 disclosures in connection with the adoption of ASU 2016-02. |
Recent Accounting Standards | Recent Accounting Standards The Company has implemented all new pronouncements, including the adoption of ASC 842 and 718, 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Apr. 30, 2019 | |
Summary Of Significant Accounting Policies Table Abstract | |
Schedule of disaggregation of revenues | Revenue by service type Three Months Ended Three Months Ended Sale of goods 142,450 - Services 51,140 - Total 193,590 - Revenue by geographical location Three Months Ended Three Months Ended United States 51,140 - Non-United States 142,450 - Total 193,590 - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Apr. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | April 30, January 31, 2019 2018 Lab equipment $ 144,585 $ 144,585 Furniture, fixtures and equipment 19,643 19,643 164,228 164,228 Less: Accumulated depreciation (26,860 ) (18,081 ) Net Property and Equipment $ 137,368 $ 146,147 |
Acquisition of Business (Tables
Acquisition of Business (Tables) | 3 Months Ended |
Apr. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of net assets acquired | Fair Value Recognized On Acquisition Equipment $ 160,065 Customer base 136,500 Intellectual property 191,900 Trademark 42,300 Goodwill 1,719,235 Net assets acquired 2,250,000 Satisfied by: Common stock issued (1,850,000 ) Cash outflows on acquisition $ 400,000 |
Schedule of unaudited pro forma condensed financial information | Three Months Ended April 30, 2018 As Reported Pro Forma Net revenue $ - $ 124,355 Net loss (448,098 ) (462,580 ) Loss per common share - basic and diluted $ (0.02 ) $ (0.02 ) |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Apr. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets consisted of intellectual property, customer base and trademarks, net of amortization | April 30, January 31, 2019 2019 Customer base $ 136,500 $ 136,500 Intellectual property 234,200 234,200 Goodwill 1,719,235 1,719,235 Total 2,089,935 2,089,935 Less: Accumulated amortization (28,396 ) (18,930 ) Net Intangible Assets $ 2,061,539 $ 2,071,005 |
Schedule of changes in intangible assets | Intangible assets consist of: Intellectual property $ 234,200 Accumulated amortization (18,158 ) Book value at April 30, 2019 $ 216,042 Customer base $ 136,500 Accumulated amortization (10,238 ) Book value at April 30, 2019 $ 126,262 Total Intangible Assets, Net $ 342,304 |
Schedule of estimated amortization | Trademarks and Estimated Amortization: Intellectual Property Customer Base Total Year Ended January 31, 2020 $ 17,367 $ 10,237 $ 27,604 2021 23,420 13,650 37,070 2022 23,420 13,650 37,070 2023 23,420 13,650 37,070 2024 and thereafter 128,415 75,075 203,490 $ 216,042 $ 126,262 $ 342,304 |
Warrants and Options (Tables)
Warrants and Options (Tables) | 3 Months Ended |
Apr. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of warrants | Exercise Remaining Intrinsic Shares Price Life Value Outstanding, January 31, 2019 730,000 $ 1.58 0.35 years $ 4,101,000 Granted - - - - Expired/Cancelled (500,000 ) 0.70 - - Exercised - - - - Outstanding-period ending April 30, 2019 230,000 $ 3.50 0.75 years $ 1,205,000 Exercisable - period ending April 30, 2019 230,000 $ 3.50 0.75 years $ 1,205,000 Exercise Remaining Intrinsic Shares Price Life Value Outstanding, January 31, 2019 - $ - - $ - Granted 100,000 6.41 0.05 years 232,750 Expired/Cancelled - - - - Exercised - - - - Outstanding-period ending April 30, 2019 100,000 $ 6.41 0.05 years $ 232,750 Exercisable - period ending April 30, 2019 100,000 $ 6.41 0.05 years $ 232,750 |
Schedule of additional warrants outstanding | Weighted Number Average Weighted Average Number Weighted Average Range of Exercise Prices Outstanding Life(Years) Shares Outstanding Exercisable Shares Exercisable $ 3.50 230,000 0.75 $ 3.50 230,000 $ 3.50 Weighted Number Average Weighted Average Number Weighted Average Range of Exercise Prices Outstanding Life(Years) Shares Outstanding Exercisable Shares Exercisable $ 6.41 100,000 0.05 $ 6.41 100,000 $ 6.41 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of components of lease expense | Three Months Ended April 30, Amortization of ROU Asset $ 5,025 Interest on lease liability 192 Operating lease costs - Total Lease Cost $ 5,217 |
Schedule of cash flow information related to leases | Three Months Ended April 30, Cash paid for amounts included in the Operating cash flows from operating leases $ 5,025 Right-of-use assets obtained in exchange Operating leases 10,050 |
Schedule of balance sheet information | Operating Leases: Operating lease right-of -use assets $ 5,025 Operating lease liabilities 5,082 Weighted-Average Remaining Lease Term: Operating leases 0.25 years Weighted-Average Discount Rate: Operating leases 9.2 % |
Schedule of Maturities of lease liabilities | Operating Year Ending Leases 2019-remaining $ 5,160 Total undiscounted cash flows 5,160 Less: imputed interest (78 ) Present value of lease liabilities $ 5,082 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) | Aug. 01, 2018 | Apr. 30, 2019 | Apr. 30, 2018 |
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 us from the abuse deterrent intellectual property that had been developed by 4P Therapeutics. | ||
Revenue | $ 193,590 | ||
Cost of revenues | 198,794 | ||
Loss from operations | $ (573,353) | $ (448,098) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Apr. 30, 2019 | |
Lab Equipment [Member] | |
Property plant and equipment, Usefull life | 5 years |
Furniture, fixtures and equipment [Member] | |
Property plant and equipment, Usefull life | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Revenue by service type | ||
Sale of goods | $ 142,450 | |
Services | 51,140 | |
Total | $ 193,590 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) | 3 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Revenue by geographical location | ||
Total | $ 193,590 | |
Non-United States [Member] | ||
Revenue by geographical location | ||
Total | 51,140 | |
United States [Member] | ||
Revenue by geographical location | ||
Total | $ 142,450 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | ||
Apr. 30, 2019 | Feb. 02, 2019 | Apr. 30, 2018 | |
Summary of Significant Accounting Policies (Textual) | |||
Potential shares of common stock | 330,000 | 730,000 | |
Right of use asset | $ 5,025 | ||
Operating lease liability | $ 5,082 | ||
Leases [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Right of use asset | $ 10,050 | ||
Operating lease liability | $ 10,050 | ||
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 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Apr. 30, 2019 | Jan. 31, 2019 | Jan. 31, 2018 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 164,228 | $ 164,228 | |
Less: Accumulated depreciation | (26,860) | (18,081) | |
Net Property and Equipment | 137,368 | $ 146,147 | 146,147 |
Lab equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Net Property and Equipment | 144,585 | 144,585 | |
Furniture, fixtures and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Net Property and Equipment | $ 19,643 | $ 19,643 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Property and Equipment, Net (Textual) | ||
Depreciation expense | $ 8,779 | $ 0 |
Debt (Details)
Debt (Details) - USD ($) | 3 Months Ended | |||
Apr. 30, 2018 | Apr. 30, 2019 | Jan. 31, 2019 | Sep. 12, 2017 | |
Debt (Textual) | ||||
Interest-free loan from unrelated perty | $ 15,000 | |||
Additional advance received | $ 25,000 | |||
Balance due | $ 4,000 | $ 4,000 |
Acquisition of Business (Detail
Acquisition of Business (Details) - USD ($) | Aug. 01, 2018 | Apr. 30, 2019 | Jan. 31, 2019 |
Fair Value Recognized On Acquisition | |||
Equipment | $ 160,065 | ||
Customer base | 136,500 | ||
Intellectual Property | 191,900 | ||
Trademark | 42,300 | ||
Goodwill | 1,719,235 | $ 1,719,235 | $ 1,719,235 |
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 1) - USD ($) | 3 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Business Combinations [Abstract] | ||
Net revenue | $ 193,590 | |
Net loss | $ (573,353) | $ (448,098) |
Loss per common share - basic and diluted | $ (0.03) | $ (0.02) |
Net revenue, Pro Forma | $ 124,355 | |
Net loss, Pro Forma | $ (462,580) | |
Loss per common share - basic and diluted, Pro Forma | $ (0.02) |
Acquisition of Business (Deta_3
Acquisition of Business (Details Textual) - 4P Therapeutics LLC [Member] | Aug. 01, 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% |
Acquired of membership interests | 100.00% |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - Intangible Assets [Member] - USD ($) | Apr. 30, 2019 | Jan. 31, 2019 |
Total | $ 2,089,935 | $ 2,089,935 |
Less: Accumulated amortization | (28,396) | (18,930) |
Net Intangible Assets | 2,061,539 | 2,071,005 |
Customer base [Member] | ||
Total | 136,500 | 136,500 |
Intellectual property [Member] | ||
Total | 234,200 | 234,200 |
Goodwill [Member] | ||
Total | $ 1,719,235 | $ 1,719,235 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details 1) - USD ($) | 3 Months Ended | |
Apr. 30, 2019 | Jan. 31, 2019 | |
Total Intangible Assets, Net | $ 342,304 | $ 351,770 |
Finite-Lived Intangible Assets [Member] | ||
Intellectual property, Gross | 234,200 | |
Accumulated amortization | (18,158) | |
Book value at April 30, 2019 | 216,042 | |
Customer base, Gross | 136,500 | |
Accumulated amortization | (10,238) | |
Customer base, Net | 126,262 | |
Total Intangible Assets, Net | $ 342,304 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details 2) - USD ($) | Apr. 30, 2019 | Jan. 31, 2019 |
2020 | $ 27,604 | |
2021 | 37,070 | |
2022 | 37,070 | |
2023 | 37,070 | |
2024 and thereafter | 203,490 | |
Total amortization | 342,304 | $ 351,770 |
Trademark and Intellectual Property [Member] | ||
2020 | 17,367 | |
2021 | 23,420 | |
2022 | 23,420 | |
2023 | 23,420 | |
2024 and thereafter | 128,415 | |
Total amortization | 216,042 | |
Customer Base [Member] | ||
2020 | 10,237 | |
2021 | 13,650 | |
2022 | 13,650 | |
2023 | 13,650 | |
2024 and thereafter | 75,075 | |
Total amortization | $ 126,262 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Details Textual) - USD ($) | 3 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Intangible Assets (Textual) | ||
Amortization expense of intangible assets | $ 9,466 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Feb. 19, 2019 | Apr. 30, 2018 | |
Executives [Member] | ||
Related Party Transactions (Textual) | ||
Common stock, issued | 110,000 | |
Common stock, value | $ 277,500 | |
Chief Executive Officer [Member] | ||
Related Party Transactions (Textual) | ||
Stock, description | The Company granted an executive officer an option to purchased 100,000 shares of the Company's common stock at an exercise price equal to 75% of the market price on the date the Company receives notice of exercise. The fair value of the warrant on the date of grant using the Black Scholes model was $252,700 and was expensed during the three months ended April 30, 2019. The warrant expired unexercised on May 19, 2019. |
Common Stock (Details)
Common Stock (Details) - USD ($) | Jul. 31, 2018 | May 27, 2018 | May 02, 2018 | Nov. 30, 2018 | Nov. 23, 2018 | Jun. 02, 2018 | Apr. 30, 2018 | Apr. 30, 2019 | Jan. 31, 2019 |
Common Stock (Textual) | |||||||||
Shares issued for services, value | $ 277,500 | ||||||||
Common stock issued | 21,695,529 | 21,695,529 | |||||||
Common stock [Member] | |||||||||
Common Stock (Textual) | |||||||||
Shares issued for services, value | |||||||||
Common stock issued in acquisition, shares | 250,000 | 71,429 | |||||||
Common stock issued in acquisition, value | $ 1,850,000 | $ 500,000 | |||||||
Common stock [Member] | Barandnic Holdings Ltd. [Member] | |||||||||
Common Stock (Textual) | |||||||||
Shares issued for services | 110,000 | ||||||||
Shares issued for services, value | $ 277,500 | ||||||||
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 | $ 500,000 | ||||||||
Common stock warrants exercised, shares | 125,000 | 125,000 | |||||||
Common stock [Member] | Advanced Health Brands [Member] | |||||||||
Common Stock (Textual) | |||||||||
Common stock issued | 200,000 | ||||||||
Shares cancelled date | Jan. 31, 2019 |
Warrants and Options (Details)
Warrants and Options (Details) | 3 Months Ended |
Apr. 30, 2019USD ($)$ / sharesshares | |
Shares | |
Outstanding, Ending Balance | shares | 330,000 |
Options [Member] | |
Shares | |
Outstanding, Beginning Balance | shares | |
Granted | shares | 100,000 |
Expired/Cancelled | shares | |
Exercised | shares | |
Outstanding, Ending Balance | shares | 100,000 |
Exercisable | shares | 100,000 |
Exercise Price | |
Outstanding, Beginning Balance | |
Granted | 6.41 |
Expired/Cancelled | |
Exercised | |
Outstanding, Ending Balance | 6.41 |
Exercisable | $ 6.41 |
Remaining Life | |
Granted | 18 days |
Outstanding, Ending period | 18 days |
Exercisable | 18 days |
Intrinsic Value | |
Outstanding, Beginning Balance | $ | |
Granted | $ 232,750 |
Outstanding, Ending Balance | $ | $ 232,750 |
Exercisable | $ | $ 232,750 |
Warrant [Member] | |
Shares | |
Outstanding, Beginning Balance | shares | 730,000 |
Granted | shares | |
Expired/Cancelled | shares | (500,000) |
Exercised | shares | |
Outstanding, Ending Balance | shares | 230,000 |
Exercisable | shares | 230,000 |
Exercise Price | |
Outstanding, Beginning Balance | $ 1.58 |
Granted | |
Expired/Cancelled | 0.70 |
Exercised | |
Outstanding, Ending Balance | 3.50 |
Exercisable | $ 3.50 |
Remaining Life | |
Outstanding, Beginning period | 4 months 6 days |
Granted | |
Outstanding, Ending period | 9 months |
Exercisable | 9 months |
Intrinsic Value | |
Outstanding, Beginning Balance | $ | $ 4,101,000 |
Granted | |
Outstanding, Ending Balance | $ | $ 1,205,000 |
Exercisable | $ | $ 1,205,000 |
Warrants and Options (Details 1
Warrants and Options (Details 1) | 3 Months Ended |
Apr. 30, 2019$ / sharesshares | |
Options [Member] | |
Number Exercisable | 100,000 |
Warrant [Member] | |
Number Exercisable | 230,000 |
3.50 [Member] | Warrant [Member] | |
Range of Exercise Prices | 3.50 |
Number Outstanding | 230,000 |
Weighted Average Remaining Contractual Life (Years) | 9 months |
Weighted Average Exercise Price for Shares Outstanding | $ / shares | $ 3.50 |
Number Exercisable | 230,000 |
Weighted Average Exercise Price for Shares Exercisable | $ / shares | $ 3.50 |
6.41 [Member] | Options [Member] | |
Range of Exercise Prices | 6.41 |
Number Outstanding | 100,000 |
Weighted Average Remaining Contractual Life (Years) | 18 days |
Weighted Average Exercise Price for Shares Outstanding | $ / shares | $ 6.41 |
Number Exercisable | 100,000 |
Weighted Average Exercise Price for Shares Exercisable | $ / shares | $ 6.41 |
Leases (Details)
Leases (Details) | 3 Months Ended |
Apr. 30, 2019USD ($) | |
Leases [Abstract] | |
Amortization of ROU Asset | $ 5,025 |
Interest on lease liability | 192 |
Operating lease costs | |
Total Lease Cost | $ 5,217 |
Leases (Details 1)
Leases (Details 1) | 3 Months Ended |
Apr. 30, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 5,025 |
Operating leases | $ 10,050 |
Leases (Details 2)
Leases (Details 2) | Apr. 30, 2019USD ($) |
Operating Leases: | |
Operating lease right-of -use assets | $ 5,025 |
Operating lease liabilities | $ 5,082 |
Weighted-Average Remaining Lease Term: | |
Operating leases | 2 months 30 days |
Weighted-Average Discount Rate: | |
Operating leases | 9.20% |
Leases (Details 3)
Leases (Details 3) | Apr. 30, 2019USD ($) |
Leases [Abstract] | |
2019-remaining | $ 5,160 |
Total undiscounted cash flows | 5,160 |
Less: imputed interest | (78) |
Present value of lease liabilities | $ 5,082 |
Contingencies (Details)
Contingencies (Details) - USD ($) | Jan. 31, 2019 | Nov. 30, 2018 | Jul. 27, 2018 |
Defendants [Member] | |||
Contingencies (Textual) | |||
Returned shares | 200,000 | ||
Shares cancelled | 200,000 | ||
Health Brans, Inc. [Member] | |||
Contingencies (Textual) | |||
Acquired advanced shares of common stock value | $ 2,500,000 | ||
Acquired advanced shares of common stock | 5,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - Series A Preferred Stock [Member] | May 24, 2019shares |
Subsequent Events (Textual) | |
Preferred stock shares designated | 2,500,000 |
Subsequent Event, Description | On May 24, 2019, the Company entered into an agreement with three of its officers pursuant to which they agreed to exchange a total of 2,500,000 shares of common stock for 2,500,000 shares of Series A Preferred Stock. If the Company completes a public offering of its securities prior to July 31, 2019. |