Fact (FCTI) 10-Q 29 Dec 21 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Oct. 31, 2021	Dec. 28, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Oct. 31, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--01-31
Entity File Number	333-223568
Entity Registrant Name	FACT, INC.
Entity Central Index Key	0001714379
Entity Tax Identification Number	98-1350973
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2 Toronto Street
Entity Address, City or Town	Suite 231 Toronto
Entity Address, State or Province	ON
Entity Address, Postal Zip Code	M5C 2B5
City Area Code	437
Local Phone Number	703-2482
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		55,216,680

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	Oct. 31, 2021	Jan. 31, 2021
Current Assets:
Cash	$ 195	$ 9,945
Prepaid expenses	417	2,292
Total Current Assets	612	12,237
Total Assets	612	12,237
Current Liabilities:
Accounts payable and accrued liabilities	103,332	63,665
Accrued interest	80,628	6,200
Loan from related parties	33,737
Loan payable	21,000
Convertible note payable, net of unamortized discount of $16,613 and $234,972, respectively	608,887	125,028
Derivative liability	1,344,982	469,589
Total Current Liabilities	2,192,566	664,482
Total Liabilities	2,192,566	664,482
Stockholders’ Deficit:
Common stock, $0.001 par value, 150,000,000 shares authorized, 55,216,680 and 54,216,680 shares issued and outstanding at October 31, 2021 and January 31, 2021, respectively	55,217	54,217
Additional paid-in capital	1,575,266	576,266
Stock payable		19,980
Deferred stock compensation	(225,000)
Accumulated deficit	(3,597,437)	(1,302,708)
Total Stockholders’ Deficit	(2,191,954)	(652,245)
Total Liabilities and Stockholders’ Deficit	$ 612	$ 12,237

Condensed Balance Sheets (Una_2

Condensed Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Oct. 31, 2021	Jan. 31, 2021
Statement of Financial Position [Abstract]
Unamortized discount of debt, current	$ 16,613	$ 234,972
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	150,000,000	150,000,000
Common stock shares issued	55,216,680	54,216,680
Common stock shares outstanding	55,216,680	54,216,680

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited - USD ($)	3 Months Ended		9 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
Income Statement [Abstract]
Revenues
Operating Expenses
Advertising and marketing			146,000
General and administrative	245,084	2,660	755,279	8,467
Professional fees	29,735		101,270
Total Operating Expenses	274,819	2,660	1,002,549	8,467
Loss from operations	(274,819)	(2,660)	(1,002,549)	(8,467)
Other Income (Expense)
Interest expense	(44,065)		(425,095)
Change in fair value of derivative liability	(504,945)		(867,085)
Net Other Expenses	(549,010)		(1,292,180)
Loss Before Provision for Income Taxes	(823,829)	(2,660)	(2,294,729)	(8,467)
Provision for Income Taxes
Net Loss	$ (823,829)	$ (2,660)	$ (2,294,729)	$ (8,467)
Net loss per common share: basic and diluted	$ (0.01)	$ 0	$ (0.04)	$ 0
Weighted average number of common shares outstanding: basic and diluted	55,216,680	69,566,680	55,042,592	69,566,680

Condensed Statements of Stockho

Condensed Statements of Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Stock Payable [Member]	Deferred Stock Compensation [Member]	Retained Earnings [Member]	Total
Balance at Jan. 31, 2020	$ 69,567	$ (39,717)			$ (42,017)	$ (12,167)
Balance, shares at Jan. 31, 2020	69,566,680
Net loss					(3,647)	(3,647)
Balance at Apr. 30, 2020	$ 69,567	(39,717)			(45,664)	(15,814)
Balance, shares at Apr. 30, 2020	69,566,680
Balance at Jan. 31, 2020	$ 69,567	(39,717)			(42,017)	(12,167)
Balance, shares at Jan. 31, 2020	69,566,680
Net loss						(8,467)
Balance at Oct. 31, 2020	$ 69,567	(19,054)			(50,484)	29
Balance, shares at Oct. 31, 2020	69,566,680
Balance at Apr. 30, 2020	$ 69,567	(39,717)			(45,664)	(15,814)
Balance, shares at Apr. 30, 2020	69,566,680
Net loss					(2,160)	(2,160)
Balance at Jul. 31, 2020	$ 69,567	(39,717)			(47,824)	(17,974)
Balance, shares at Jul. 31, 2020	69,566,680
Forgiveness of related party loans		20,663				20,663
Net loss					(2,660)	(2,660)
Balance at Oct. 31, 2020	$ 69,567	(19,054)			(50,484)	29
Balance, shares at Oct. 31, 2020	69,566,680
Balance at Jan. 31, 2021	$ 54,217	576,266	$ 19,980		(1,302,708)	(652,245)
Balance, shares at Jan. 31, 2021	54,216,680
Common stock issued for cash	$ 100	99,900	(19,980)			80,020
Common stock issued for cash, shares	100,000
Common stock for service	$ 900	899,100		(675,000)		225,000
Common stock for service, shares	900,000
Net loss					(457,776)	(457,776)
Balance at Apr. 30, 2021	$ 55,217	1,575,266		(675,000)	(1,760,484)	(805,001)
Balance, shares at Apr. 30, 2021	55,216,680
Balance at Jan. 31, 2021	$ 54,217	576,266	19,980		(1,302,708)	(652,245)
Balance, shares at Jan. 31, 2021	54,216,680
Common stock issued for cash, shares	100,000
Common stock for service, shares	900,000
Net loss						(2,294,729)
Balance at Oct. 31, 2021	$ 55,217	1,575,266		(225,000)	(3,597,437)	(2,191,954)
Balance, shares at Oct. 31, 2021	55,216,680
Balance at Apr. 30, 2021	$ 55,217	1,575,266		(675,000)	(1,760,484)	(805,001)
Balance, shares at Apr. 30, 2021	55,216,680
Amortization deferred stock compensation				225,000		225,000
Net loss					(1,013,124)	(1,013,124)
Balance at Jul. 31, 2021	$ 55,217	1,575,266		(450,000)	(2,773,608)	(1,593,125)
Balance, shares at Jul. 31, 2021	55,216,680
Amortization deferred stock compensation				225,000		225,000
Net loss					(823,829)	(823,829)
Balance at Oct. 31, 2021	$ 55,217	$ 1,575,266		$ (225,000)	$ (3,597,437)	$ (2,191,954)
Balance, shares at Oct. 31, 2021	55,216,680

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Oct. 31, 2021	Oct. 31, 2020
Cash Flows from Operating Activities
Net loss	$ (2,294,729)	$ (8,467)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		300
Amortization of debt discount	226,667
Disposal of assets		250
Change in value of derivative liabilities	867,085
Amortization deferred stock compensation	675,000
Default penalty	124,000
Changes in operating assets and liabilities:
Related party advances funding operations	33,737
Prepaid expenses	1,875
Accounts payable and accrued liabilities	22,653
Accrued note payable interest	74,428
Accrued management compensation	17,014
Net cash used in operating activities	(252,270)	(7,917)
Cash Flows from Financing Activities
Proceeds from loan - related party		7,900
Proceeds from loan	21,000
Proceeds from issuance of common stock	80,020
Proceed from issuance of convertible notes	141,500
Net cash provided by Financing Activities	242,520	7,900
Net change in cash for period	(9,750)	(17)
Cash at beginning of period	9,945	46
Cash at end of period	195	29
Supplemental Cash Flow Information
Cash paid for income taxes
Cash paid for interest
Non Cash Investing and Financing Activities
Debt discount recognized as derivative liability	8,308
Issuance of common stock for stock payable	$ 19,980

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Oct. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended January 31, 2021, as filed with the SEC on September 24, 2021. Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Share-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). Equity-based payments to non-employees are measured at grant-date fair value of the equity instruments that the Company is obligated to issue when the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified nonemployee share based payment awards are measured at the grant date. During the nine months ended October 31, 2021 and 2020, the Company recognized $ 675,000 0 Basic and Diluted Net Loss Per Common Share Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. For the nine months ended October 31, 2021, and 2020, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE 2021 2020 Nine Months Ended October 31, 2021 2020 Shares Shares Warrant 291,775 - Convertible Notes 9,365,183 - Total 9,656,958 - RECENT ISSUED ACCOUNTING PRONOUNCEMENTS In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company has adopted this standard on February 1, 2021. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

LIQUIDITY AND GOING CONCERN

LIQUIDITY AND GOING CONCERN	9 Months Ended
	Oct. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
LIQUIDITY AND GOING CONCERN	NOTE 2 – LIQUIDITY AND GOING CONCERN The Company’s financial statements as of October 31, 2021 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management, significant shareholders and other sources sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. COVID-19 The novel coronavirus (“COVID-19”) was first identified in late 2019. COVID-19 spread rapidly throughout the world and, in March 2020, the World Health Organization (“WHO”) characterized COVID-19 as a pandemic. COVID-19 is a pandemic of respiratory disease spreading from person-to-person that poses a serious public health risk. It has significantly disrupted supply chains and businesses around the world. The extent and duration of the COVID-19 impact on our operations and financial position is highly uncertain. Management continues to closely monitor and evaluate the impact of the COVID-19 pandemic on the Company’s operations and will take, the necessary actions to right-size the business in this environment, which is evolving daily. Some potential actions include, but are not limited to, modified work schedules as well as appropriate adjustments to the operating expenditures and capital spending plans.

CONVERTIBLE NOTES

CONVERTIBLE NOTES	9 Months Ended
	Oct. 31, 2021
Debt Disclosure [Abstract]
CONVERTIBLE NOTES	NOTE 3 – CONVERTIBLE NOTES On November 19, 2020, the Company entered a Securities Purchase Agreement (“SPA”) and Equity Purchase Agreement (“EPA”) with a third party. Pursuant to SPA, the Company issued a convertible note payable up to $ 730,000 10 600,000 maturity date of six months for each tranche payment The note was originally to be convertible at the lesser of (i) $ 2.00 65 30 310,000 124,000 140 note has $434,000 due, bearing interest at 24% per annum and is convertible at the lesser of (i) $ 2.00 60 30 On January 8, 2021, the Company entered into a promissory note with MRVL Island Ventures LLC in the amount of $ 50,000 . This note is payable on January 31 st . The Conversion price in effect of any conversion day shall be equal lowest price in effect of 75 % of the lowers VWAP during the 15 days trading days immediately prior to the conversion date. The price shall be appropriately adjusted for stock splits, dividends, stock combination, reclassification or any similar transaction that proportionately increase or decrease the stock during this period. The interest rate is 8 % per year which is payable in cash or kind payable on the maturity date. Late fees are assessed at 16 % per annum at the discretion of MRVL management to waive any fees. During the month March 2021, the Company issued three (3) convertible notes in the total of amount of $ 133,000 8 1.00 On May 28, 2021, the Company issued a convertible note in amount of $ 8,500 The Company determined that the conversion features, in the convertible notes which have variable conversion prices, met the definition of a liability in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and therefore bifurcated the embedded conversion options once the notes become convertible and accounted for it as a derivative liability. The fair value of the conversion feature was recorded as a debt discount and amortized to interest expense over the term of the note. The Company valued the conversion feature using the Black-Scholes Merton pricing model. The fair value of the derivative liability for all the notes that became convertible during the year ended January 31, 2021 amounted to $ 498,301 145,915 352,386 During the nine months ended October 31, 2021, the Company recorded interest expense of $ 74,428 226,667

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	9 Months Ended
	Oct. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE LIABILITIES	NOTE 4 – DERIVATIVE LIABILITIES The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options. ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes Merton pricing model to calculate the fair value as of October 31, 2021. The Black-Scholes Merton model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes Merton valuation model, except for the Oasis note that is in default and is calculated on a conversion liability with no duration. For the nine months ended October 31, 2021, the estimated fair values of the liabilities measured on a recurring basis are as follows: SCHEDULE OF ESTIMATED FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS Nine Months Ended October 31, 2021 Expected term 0.05 1.00 Expected average volatility 1.38 269 % Expected dividend yield - Risk-free interest rate 0.01 0.05 % The following table summarizes the changes in the derivative liabilities during the nine months ended October 31, 2021: SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - January 31, 2021 $ 469,589 Addition of new derivatives recognized as debt discounts 8,308 Loss on change in fair value of the derivative 867,085 Balance - October 31, 2021 $ 1,344,982

WARRANTS

WARRANTS	9 Months Ended
	Oct. 31, 2021
Warrants
WARRANTS	NOTE 5 – WARRANTS During the year ended January 31, 2021, 291,775 five years 1.10 0 A summary of activity during the nine months ended October 31, 2021 follows: SCHEDULE OF WARRANTS ACTIVITY Warrants Outstanding Number of Weighted Average Weighted Average Remaining Contractual life warrants Exercise Price (in years) Outstanding, January 31, 2021 291,775 $ 1.10 4.80 Granted - - - Reset feature - - - Exercised - - - Forfeited/canceled - - - Outstanding, October 31, 2021 291,775 $ 1.10 4.05 Exercisable, October 31, 2021 291,775 $ 1.10 4.05

LOAN PAYABLE

LOAN PAYABLE	9 Months Ended
	Oct. 31, 2021
Loan Payable
LOAN PAYABLE	NOTE 6 – LOAN PAYABLE On July 28, 2021, the Company issued a promissory note in amount of $ 21,000

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Oct. 31, 2021
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 7 – STOCKHOLDERS’ EQUITY The Company has 150,000,000 0.001 During the nine months ended October 31, 2021, the Company issued common stock as follows: ● 100,000 1.00 ● 900,000 1.00 1 225,000 As of October 31, 2021 and January 31, 2021, the Company had 55,216,680 54,216,680

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Oct. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 8 – RELATED PARTY TRANSACTIONS In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. During the nine months ended October 31, 2021, Rutherglen Value Enhancements Inc (“Rutherglen”) invested $ 113,000 5,826 For the nine months ended October 31, 2021, the Company’s accrued salary of $ 17,014 During the three months ended October 31, 2021, the Company’s Chief Executive Officer advanced to the Company an amount of $ 33,737 33,737 In the 4 th 900,000 The system became functional in March of 2021 and shall remain in place until March 2022. FACT, Inc plans to approach SRAX in March of 2022 to negotiate a reduced fee or credit for the platform fees for 2022-2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Oct. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 - SUBSEQUENT EVENTS The Company has evaluated subsequent events from October 31, 2021 through the date these financial statements were issued and determined the following events require disclosure: ● The Company will issue 20,000 80,000 ● The Directors have agreed to defer their payments until FACT, Inc can raise adequate funds to make such payments.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Oct. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended January 31, 2021, as filed with the SEC on September 24, 2021.
Use of Estimates	Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Share-Based Compensation	Share-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). Equity-based payments to non-employees are measured at grant-date fair value of the equity instruments that the Company is obligated to issue when the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified nonemployee share based payment awards are measured at the grant date. During the nine months ended October 31, 2021 and 2020, the Company recognized $ 675,000 0
Basic and Diluted Net Loss Per Common Share	Basic and Diluted Net Loss Per Common Share Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. For the nine months ended October 31, 2021, and 2020, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE 2021 2020 Nine Months Ended October 31, 2021 2020 Shares Shares Warrant 291,775 - Convertible Notes 9,365,183 - Total 9,656,958 -
RECENT ISSUED ACCOUNTING PRONOUNCEMENTS	RECENT ISSUED ACCOUNTING PRONOUNCEMENTS In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company has adopted this standard on February 1, 2021. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Oct. 31, 2021
Accounting Policies [Abstract]
SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE	For the nine months ended October 31, 2021, and 2020, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE 2021 2020 Nine Months Ended October 31, 2021 2020 Shares Shares Warrant 291,775 - Convertible Notes 9,365,183 - Total 9,656,958 -

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	9 Months Ended
	Oct. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
SCHEDULE OF ESTIMATED FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS	For the nine months ended October 31, 2021, the estimated fair values of the liabilities measured on a recurring basis are as follows: SCHEDULE OF ESTIMATED FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS Nine Months Ended October 31, 2021 Expected term 0.05 1.00 Expected average volatility 1.38 269 % Expected dividend yield - Risk-free interest rate 0.01 0.05 %
SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES	The following table summarizes the changes in the derivative liabilities during the nine months ended October 31, 2021: SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - January 31, 2021 $ 469,589 Addition of new derivatives recognized as debt discounts 8,308 Loss on change in fair value of the derivative 867,085 Balance - October 31, 2021 $ 1,344,982

WARRANTS (Tables)

WARRANTS (Tables)	9 Months Ended
	Oct. 31, 2021
Warrants
SCHEDULE OF WARRANTS ACTIVITY	A summary of activity during the nine months ended October 31, 2021 follows: SCHEDULE OF WARRANTS ACTIVITY Warrants Outstanding Number of Weighted Average Weighted Average Remaining Contractual life warrants Exercise Price (in years) Outstanding, January 31, 2021 291,775 $ 1.10 4.80 Granted - - - Reset feature - - - Exercised - - - Forfeited/canceled - - - Outstanding, October 31, 2021 291,775 $ 1.10 4.05 Exercisable, October 31, 2021 291,775 $ 1.10 4.05

SCHEDULE OF COMPUTATION OF DILU

SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE (Details) - shares	9 Months Ended
	Oct. 31, 2021	Oct. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	9,656,958
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	291,775
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	9,365,183

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended
	Oct. 31, 2021	Oct. 31, 2020
Accounting Policies [Abstract]
Stock based compensation	$ 675,000	$ 0

CONVERTIBLE NOTES (Details Narr

CONVERTIBLE NOTES (Details Narrative)	May 28, 2021USD ($)	Jan. 08, 2021USD ($)Integer	Nov. 19, 2020USD ($)Integer$ / shares	Mar. 31, 2021USD ($)$ / shares	Oct. 31, 2021USD ($)Integer$ / shares	Oct. 31, 2020USD ($)	Jan. 31, 2021USD ($)
Debt Instrument [Line Items]
Debt interest rate				8.00%	140.00%
Cash consideration	$ 8,500			$ 133,000	$ 141,500
Default penalty					124,000
Debt fixed rate | $ / shares				$ 1
Fair value of the derivative liability							$ 498,301
Debt discount							145,915
Derivatve loss							352,386
Interest expense					74,428
Amortization of debt discount					$ 226,667
MRVL Island Ventures LLC [Member]
Debt Instrument [Line Items]
Debt interest rate		8.00%
Debt interest lowest traded price		75.00%
Debt consecutive trading period | Integer		15
Notes Payable		$ 50,000
Debt Instrument, Maturity Date		Jan. 31, 2022
Late waive fees percentage		16.00%
Securities Purchase Agreement and Equity Purchase Agreement [Member] | Third Party [Member]
Debt Instrument [Line Items]
Debt interest rate			10.00%
Maturity date description			maturity date of six months for each tranche payment
Debt description			The note was originally to be convertible at the lesser of (i) $2.00 per share and (ii) 65% of the lowest traded price of the common stock as reported on the trading market during the 30 consecutive trading period.		note has $434,000 due, bearing interest at 24% per annum and is convertible at the lesser of (i) $2.00 per share and (ii) 60% of the lowest traded price of the common stock as reported on the trading market during the 30 consecutive trading period.
Debt instrument price per share | $ / shares			$ 2		$ 2
Debt interest lowest traded price			65.00%		60.00%
Debt consecutive trading period | Integer			30		30
Securities Purchase Agreement and Equity Purchase Agreement [Member] | Third Party [Member] | Share-based Payment Arrangement, Tranche One [Member]
Debt Instrument [Line Items]
Convertible note payable							$ 310,000
Securities Purchase Agreement and Equity Purchase Agreement [Member] | Third Party [Member] | Maximum [Member]
Debt Instrument [Line Items]
Convertible note payable			$ 730,000
Cash consideration			$ 600,000

SCHEDULE OF ESTIMATED FAIR VALU

SCHEDULE OF ESTIMATED FAIR VALUE OF LIABILITIES MEASURED ON RECURRING BASIS (Details)	9 Months Ended
	Oct. 31, 2021
Measurement Input, Expected Term [Member] | Minimum [Member]
Derivative [Line Items]
Derivative liability term	18 days
Measurement Input, Expected Term [Member] | Maximum [Member]
Derivative [Line Items]
Derivative liability term	1 year
Measurement Input, Option Volatility [Member] | Minimum [Member]
Derivative [Line Items]
Derivative measurement input	1.38
Measurement Input, Option Volatility [Member] | Maximum [Member]
Derivative [Line Items]
Derivative measurement input	269
Measurement Input, Expected Dividend Rate [Member]
Derivative [Line Items]
Derivative measurement input
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Derivative [Line Items]
Derivative measurement input	0.01
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Derivative [Line Items]
Derivative measurement input	0.05

SCHEDULE OF CHANGES IN DERIVATI

SCHEDULE OF CHANGES IN DERIVATIVE LIABILITIES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Balance - January 31, 2021			$ 469,589
Addition of new derivatives recognized as debt discounts			8,308
Derivative, Gain (Loss) on Derivative, Net	$ 504,945		867,085
Balance - April 30, 2021	$ 1,344,982		$ 1,344,982

SCHEDULE OF WARRANTS ACTIVITY (

SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares	9 Months Ended	12 Months Ended
	Oct. 31, 2021	Jan. 31, 2021
Warrants
Number of warrants, Outstanding beginning balance	291,775
Weighted Average Exercise Price, Outstanding beginning balance	$ 1.10
Weighted Average Remaining Contractual life (in years), Outstanding beginning balance	4 years 9 months 18 days
Number of warrants, Granted		291,775
Weighted Average Exercise Price, Granted
Weighted Average Remaining Contractual life (in years), Granted
Number of warrants, Reset feature
Weighted Average Exercise Price, Reset feature
Weighted Average Remaining Contractual life (in years), Reset feature
Number of warrants, Exercised
Weighted Average Exercise Price, Exercised
Weighted Average Remaining Contractual life (in years), Exercised
Number of warrants, Forfeited/canceled
Weighted Average Exercise Price, Forfeited/canceled
Weighted Average Remaining Contractual life (in years), Forfeited/canceled
Number of warrants, Outstanding ending balance	291,775	291,775
Weighted Average Exercise Price, Outstanding ending balance	$ 1.10	$ 1.10
Weighted Average Remaining Contractual life (in years), Outstanding ending balance	4 years 18 days
Number of warrants, Exercisable ending balance	291,775
Weighted Average Exercise Price, Exercisable ending balance	$ 1.10
Weighted Average Remaining Contractual life (in years), Exercisable ending balance	4 years 18 days

WARRANTS (Details Narrative)

WARRANTS (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Oct. 31, 2021	Jan. 31, 2021
Warrants
Number of warrant granted		291,775
Warrant term		5 years
Warrant price per share		$ 1.10
Intrinsic value of warrant	$ 0

LOAN PAYABLE (Details Narrative

LOAN PAYABLE (Details Narrative)	Jul. 28, 2021USD ($)
Promissory Note [Member]
Short-term Debt [Line Items]
Debt instrument face amount	$ 21,000

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Apr. 30, 2021	Oct. 31, 2021	Jan. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized		150,000,000	150,000,000
Common stock, shares par value		$ 0.001	$ 0.001
Deferred stock compensation		$ 225,000
Common stock, shares issued		55,216,680	54,216,680
Common stock, shares outstnading		55,216,680	54,216,680
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares of cash and stock payable	100,000	100,000
Stock price		$ 1
Number of common stock for service	900,000	900,000
Common stock term		1 year

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	May 28, 2021	Mar. 31, 2021	Oct. 31, 2021	Oct. 31, 2020
Related Party Transaction [Line Items]
Proceeds from invested convertible notes	$ 8,500	$ 133,000	$ 141,500
Accrued interest			5,826
CEO company offering			(33,737)
Non-interest-bearing demand loan			33,737
Board of Directors [Member]
Related Party Transaction [Line Items]
Accrued salary			17,014
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
CEO company offering			33,737
Non-interest-bearing demand loan			(33,737)
Kryptos Art Technologies, Inc [Member]
Related Party Transaction [Line Items]
Payment of platform cost			$ 900,000
Reducted platform fee description			The system became functional in March of 2021 and shall remain in place until March 2022. FACT, Inc plans to approach SRAX in March of 2022 to negotiate a reduced fee or credit for the platform fees for 2022-2023
Rutherglen Value Enhancements Inc [Member]
Related Party Transaction [Line Items]
Proceeds from invested convertible notes			$ 113,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Forecast [Member]	Dec. 31, 2021shares
Subsequent Event [Line Items]
Number of common stock issued, shares	80,000
Four Directors [Member]
Subsequent Event [Line Items]
Number of common stock issued, shares	20,000