Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jan. 31, 2019 | Nov. 07, 2019 | Jul. 31, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | 4Less Group, Inc. | ||
Entity Central Index Key | 0001438901 | ||
Amendment Flag | true | ||
Amendment Description | The4Less Group, Inc. (the "Company") is filing this Amendment No. 1 (this "Amendment No. 1") to its Quarterly Report on Form 10-K for the year ended January 31, 2019, which was originally filed on August 21, 2019 (the "Original Filing") for the sole purpose of furnishing Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this Amendment No. 1 provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language). Other than the addition of Exhibit 101, no other changes have been made to the Original Filing. This Amendment No. 1 does not reflect events that may have occurred subsequent to the filing date of the Original Filing and does not modify or update in any way disclosures made in the Form 10-K for the year ended January 31, 2019. | ||
Current Fiscal Year End Date | --01-31 | ||
Document Type | 10-K/A | ||
Document Period End Date | Jan. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Emerging Growth Company | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Country Code | NV | ||
Entity File Number | 333-152444 | ||
Entity Small Business | true | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 324,345,734 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jan. 31, 2019 | Jan. 31, 2018 |
Current Assets | ||
Cash and Cash Equivalents | $ 59,401 | $ 377,833 |
Inventory | 293,382 | 77,221 |
Prepaid Rent | 97,500 | |
Other Current Assets | 3,659 | 6,324 |
Total Current Assets | 453,942 | 461,378 |
Property and Equipment, net of accumulated depreciation of $64,394 and $30,584 | 242,126 | 226,589 |
Total Assets | 696,068 | 687,967 |
Current Liabilities | ||
Accounts Payable | 216,455 | 17,905 |
Accrued Expenses | 1,045,255 | 605,227 |
Accrued Expenses - Related Party | 180,000 | |
Short-Term Debt | 381,512 | 93,389 |
Short-Term Convertible Debt, net of debt discount of $309,021 and $0 | 1,900,160 | |
Derivative Liabilities | 2,041,260 | |
Current Portion - Long-Term Debt | 11,697 | 13,905 |
Total Current Liabilities | 5,776,339 | 730,426 |
Long-Term Debt | 44,684 | 76,355 |
Total Liabilities | 5,821,023 | 806,781 |
Commitments and Contingencies | ||
Stockholders' Deficit | ||
Common Stock, $0.001 par value, 20,000,000,000 shares authorized, 604,301 and 140,079 shares issued and outstanding | 604 | 140 |
Additional Paid In Capital | 12,563,720 | 212,221 |
Accumulated Deficit | (17,689,307) | (331,506) |
Total Stockholders' Deficit | (5,124,955) | (118,814) |
Total Liabilities and Stockholders' Deficit | 696,068 | 687,967 |
Series A - Preferred Stock | ||
Stockholders' Deficit | ||
Preferred Stock | 330 | |
Total Stockholders' Deficit | 330 | |
Series B - Preferred Stock | ||
Stockholders' Deficit | ||
Preferred Stock | 20 | 1 |
Total Stockholders' Deficit | 20 | 1 |
Series C - Preferred Stock | ||
Stockholders' Deficit | ||
Preferred Stock | 7 | |
Total Stockholders' Deficit | 7 | |
Series D - Preferred Stock | ||
Stockholders' Deficit | ||
Preferred Stock | 1 | |
Total Stockholders' Deficit | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jan. 31, 2019 | Jan. 31, 2018 |
Net of accumulated depreciation | $ 64,394 | $ 30,584 |
Net of debt discount | $ 309,021 | $ 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 20,000,000,000 | 20,000,000,000 |
Common Stock, shares issued | 604,301 | 140,079 |
Common Stock, shares outstanding | 604,301 | 140,079 |
Preferred Stock, par value | $ 0.001 | |
Preferred Stock, shares authorized | 20,000,000 | |
Series A - Preferred Stock | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 330,000 | 330,000 |
Preferred Stock, shares issued | 0 | 330,000 |
Preferred Stock, shares outstanding | 0 | 330,000 |
Series B - Preferred Stock | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 20,000 | 20,000 |
Preferred Stock, shares issued | 20,000 | 1,000 |
Preferred Stock, shares outstanding | 20,000 | 1,000 |
Series C - Preferred Stock | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 6,750 | 6,750 |
Preferred Stock, shares issued | 6,750 | 0 |
Preferred Stock, shares outstanding | 6,750 | 0 |
Series D - Preferred Stock | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 870 | 870 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 8,312,610 | $ 6,989,134 |
Cost of Revenue | ||
Product Cost | 6,115,504 | 5,116,699 |
Commission and Fees | 785,151 | 573,372 |
Postage, Shipping and Freight | 401,650 | 267,278 |
Total Cost of Revenue | 7,302,305 | 5,957,349 |
Gross Profit | 1,010,305 | 1,031,785 |
Operating Expenses: | ||
Depreciation | 40,958 | 27,268 |
Marketing and Advertising | 179,516 | 108,560 |
E Commerce Services | 177,869 | 180,474 |
Personnel Costs | 1,200,010 | 691,892 |
General and Administrative | 402,719 | 308,650 |
Total Operating Expenses | 2,001,072 | 1,316,844 |
Net Operating Loss | (990,767) | (285,059) |
Other Income (Expense) | ||
Gain (Loss) on Sale of Assets | (1,124) | 1,165 |
Loss on Derivatives | 3,231,187 | |
Loss on Issuance of Convertible Notes | (387,881) | |
Gain on Sale of Subsidiary | 895,450 | |
Amortization of Debt Discount | (248,247) | |
Impairment of Goodwill | (10,398,397) | |
Interest Expense | (225,719) | (7,564) |
Total Other Income (Expense) | (7,134,731) | (6,399) |
Net Income (Loss) | $ (8,125,498) | $ (291,458) |
Basic and Diluted Weighted Average Shares Outstanding | 409,546 | 140,079 |
Basic and Diluted Income (Loss) per Share | $ (19.84) | $ (2.08) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Preferred Series A | Preferred Series B | Preferred Series C | Preferred Series D | Common Stock | Paid in Capital | Retained Earnings | Total |
Balance at Jan. 31, 2017 | $ 330 | $ 1 | $ 140 | $ (471) | $ (40,048) | $ (40,048) | ||
Balance, shares at Jan. 31, 2017 | 330,000 | 1,000 | 140,079 | |||||
Paid in Capital by Shareholder | 212,692 | 212,692 | ||||||
Net (Loss) | (291,458) | (291,458) | ||||||
Balance at Jan. 31, 2018 | $ 330 | $ 1 | $ 140 | 212,221 | (331,506) | (118,814) | ||
Balance, shares at Jan. 31, 2018 | 330,000 | 1,000 | 140,079 | |||||
Conversion of Notes Payable to Common Stock | $ 478 | 169,219 | 169,697 | |||||
Conversion of Notes Payable to Common Stock, shares | 478,388 | |||||||
Conversion of Accrued Expense to Common Stock | $ 3 | 1,122 | 1,125 | |||||
Conversion of Accrued Expense to Common Stock, shares | 2,500 | |||||||
Issuance and Cancellation of Shares in Reverse Merger | $ (330) | $ 19 | $ 7 | $ 1 | $ (10) | 12,520,924 | (9,232,303) | 3,288,308 |
Issuance and Cancellation of Shares in Reverse Merger, shares | (330,000) | 19,000 | 6,750 | 870 | (10,000) | |||
Shares Cancelled in Conjunction with Sale of Subsidiary | $ (7) | (339,767) | (339,774) | |||||
Shares Cancelled in Conjunction with Sale of Subsidiary, shares | (6,666) | |||||||
Rounding | 1 | 1 | ||||||
Net (Loss) | (8,125,498) | (8,125,498) | ||||||
Balance at Jan. 31, 2019 | $ 20 | $ 7 | $ 1 | $ 604 | $ 12,563,720 | $ (17,689,307) | $ (5,124,955) | |
Balance, shares at Jan. 31, 2019 | 20,000 | 6,750 | 870 | 604,301 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income (Loss) | $ (8,125,498) | $ (291,458) |
Adjustments to reconcile net loss to cash used by operating activities: | ||
Depreciation | 40,958 | 27,268 |
Derivative Liabilities | (3,231,187) | |
Amortization of Debt Discount | 248,247 | |
Loss on Issuance Notes Payable | 387,881 | |
Gain on Sale of Subsidiary | (895,450) | |
Impairment | 10,398,397 | |
Change in Operating Assets and Liabilities: | ||
(Increase) in Inventory | (216,160) | (44,492) |
(Increase) Decrease in Prepaid Rent | (97,500) | |
(Increase) Decrease in Other Current Assets | 2,664 | 29,340 |
Increase (Decrease) in Interest Payable | 463,869 | (1,875) |
Increase (Decrease) in Accounts Payable | 198,550 | |
Increase (Decrease) in Accrued Expenses - Related Party | 180,000 | |
Increase (Decrease) in Accrued Expenses | (23,812) | 157,945 |
CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES | (669,041) | (123,272) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of Property and Equipment | (60,548) | (206,520) |
Disposal of Property and Equipment | 4,053 | 9,440 |
CASH FLOWS USED IN INVESTING ACTIVITIES | (56,495) | (197,080) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Due to/from Officer | 65,556 | |
Paid In Capital by Officer / Shareholder | 212,692 | |
Proceeds from Notes Payable | 1,025,786 | |
Payments on Notes Payable | (771,542) | (39,075) |
Payments on Notes Payable - Related Party | (100,000) | |
Proceeds from Convertible Notes Payable | 152,860 | 222,724 |
CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES | 407,104 | 361,897 |
NET INCREASE (DECREASE) IN CASH | (318,432) | 41,545 |
CASH AT BEGINNING OF PERIOD | 377,833 | 336,288 |
CASH AT END OF PERIOD | 59,401 | 377,833 |
Supplemental Disclosure of Cash Flows Information: | ||
Cash Paid for Interest | 39,753 | 7,564 |
Income Taxes | ||
Convertible Notes and Interest Converted to Common Stock | 169,697 | |
Net Liabilities Assumed in Reverse Merger | $ 7,605,750 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1 Description of Business and Summary of Significant Accounting Policies Nature of Business 4LESS was formed as Vegas Suspension & Offroad, LLC on October 24, 2013 as a Nevada limited liability company and converted to a Nevada corporation with the same name on May 8, 2017. On April 2, 2018, the Company changed its name to The 4LESS Corp. The Corporation had S Corporation status. The Corporation operates as an e-commerce auto and truck parts sales company. As a result of the share exchange, the Company is now a holding company operating through 4LESS and offers products including exhaust systems, suspension systems, wheels, tires, stereo systems, truck bed covers, and shocks. Significant Accounting Policies The Company's management selects accounting principles generally accepted in the United States of America ("U.S. GAAP") and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements. Basis of Presentation The Company prepares its financial statements on the accrual basis of accounting in conformity with U.S. GAAP. Principles of Consolidation The financial statements include the accounts of The 4LESS Group, Inc. as well as The 4LESS Corp. and JBJ Wholesale LLC. All significant inter-company transactions have been eliminated. All amounts are presented in U.S. Dollars unless otherwise stated. Use of Estimates In order to prepare financial statements in conformity with accounting principles generally accepted in the United States, management must make estimates, judgments and assumptions that affect the amounts reported in the financial statements and determine whether contingent assets and liabilities, if any, are disclosed in the financial statements. The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements are based. Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less to be cash equivalents. At times, cash balances may be in excess of the Federal Deposit Insurance Corporation ("FDIC") insurance limits. The carrying amount of cash and cash equivalents approximates fair market value. Inventory Valuation Inventories are stated at the lower of cost or market. Inventories are valued on a first-in, first-out (FIFO) basis. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized when items of income and expense are recognized in the financial statements in different periods than when recognized in the tax return. Deferred tax assets arise when expenses are recognized in the financial statements before the tax returns or when income items are recognized in the tax return prior to the financial statements. Deferred tax assets also arise when operating losses or tax credits are available to offset tax payments due in future years. Deferred tax liabilities arise when income items are recognized in the financial statements before the tax returns or when expenses are recognized in the tax return prior to the financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. On December 22, 2017, the Tax Cuts and Jobs Act ("Tax Act") was signed into law. ASC 740, Accounting for Income Taxes requires companies to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. The Company's gross deferred tax assets were revalued based on the reduction in the federal statutory tax rate from 35% to 21%. A corresponding offset has been made to the valuation allowance, and any potential other taxes arising due to the Tax Act will result in reductions to the Company's net operating loss carryforward and valuation allowance. The Company will continue to analyze the Tax Act to assess its full effects on the Company's financial results, including disclosures, for the Company's fiscal year ending January 31, 2019, but the Company does not expect the Tax Act to have a material impact on the Company's consolidated financial statements. On November 29, 2018, the Company completed a reverse merger with The 4 Less Corp. At such time that there was a change in control, all net operating losses for tax purposes of the parent were no longer available for carryforward and the parent started to accumulate profits or losses from that point forward. Fair Value of Financial Instruments The Company's financial instruments consist of cash, accounts payable, advances and notes payable. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments. Derivatives are recorded at fair value at each period end. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The ASC guidance for fair value measurements and disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 Inputs Level 2 Inputs Level 3 Inputs As of January 31, 2019 and 2018, the Company's derivative liabilities were measured at fair value using Level 3 inputs. See Note 9. Related Party Transactions The Company has a verbal policy that includes procedures intended to ensure compliance with the related party provisions in common practice for public companies. For purposes of the policy, a "related party transaction" is a transaction in which the Company or any one of its subsidiaries participates and in which a related party has a direct or indirect material interest, other than ordinary course, arms-length transactions of less than 1% of the revenue of the counterparty. Any transaction exceeding the 1% threshold, and any transaction involving consulting, financial advisory, legal or accounting services that could impair a director's independence, must be approved by the CEO. Any related party transaction in which an executive officer or a Director has a personal interest, or which could present a possible conflict under the Guide to Ethical Conduct, must be approved by Board of Directors, following appropriate disclosure of all material aspects of the transaction. Derivative Liability The derivative liabilities are valued as a level 3 input for valuing financial instruments. The derivatives arise from convertible debt where the debt is convertible into common stock at variable conversion prices and reclassification of equity instrument to liability due to insufficient shares for issuance. As the price of the common stock varies, it triggers a gain or loss based upon the discount to market assuming the debt was converted at the balance sheet date. When evaluating the effect of the issuance of new equity-linked or equity-settled instruments on previously issued instruments, the Company uses first-in, first-out method ("FIFO") where authorized and unused shares would first be used to satisfy the earliest issued equity-linked instruments. As of January 31, 2019, warrants to purchase 583 common shares issued in July 2014 were not classified as derivative liability while the remaining warrants outstanding were classified as derivative liability based on the FIFO method. The fair value of the derivative liability is determined using a lattice model, is re-measured on the Company's reporting dates, and is affected by changes in inputs to that model including our stock price, expected stock price volatility, the expected term, and the risk-free interest rate. Revenue Recognition The Company recognizes revenue under ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)," Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation Because the Company's sales agreements generally have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. The Company's performance obligations are satisfied at the point in time when products are received by the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company's contracts have a single performance obligation (shipment of product). The Company primarily receives fixed consideration for sales of product. Shipping and handling amounts paid by customers are primarily for online orders, and are included in revenue. Sales tax and other similar taxes are excluded from revenue. Revenue is recorded net of provisions for discounts and promotion allowances, which are typically agreed to upfront with the customer and do not represent variable consideration. Discounts and promotional allowances vary the consideration the Company is entitled to in exchange for the sale of products to customers. The Company recognizes these discounts and promotional allowances in the same period that the revenue is recognized for products sales to customers. The amount of revenue recognized represents the amount that will not be subject to a significant future reversal of revenue. All sales to customers are generally final. However, the Company accepts returned product due to quality or issues relating to product description or incorrect product orders and in such instances the Company would replace the product or refund the customers funds. For the periods ended January 31, 2019 and 2018, returns were approximately 9.2% and 4.9% respectively. The Company's customers generally pre-pay for the products. Stock-Based Compensation The Company accounts for stock options at fair value. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the service period, if any, of the stock option. Loss per Common Share The weighted average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per common share are computed using the weighted average number of common shares and potentially dilutive common shares outstanding. Potentially dilutive common shares are additional common shares assumed to be exercised. Potentially dilutive common shares are excluded from the diluted earnings per share computation in periods where the Company has incurred a net loss, as their effect would be considered anti-dilutive. The Company had 5,667 warrants and 6,750 shares of Series C Preferred Stock outstanding at January 31, 2019 which were potentially dilutive common stock equivalents but would be antidilutive and are not included. As the Company incurred a net loss during the year ended January 31, 2019, the basic and diluted loss per common share is the same amount, as any common stock equivalents would be considered anti-dilutive. Excluded from this calculation are convertible notes of $2,209,180 and $0 at January 31, 2019 and 2018, respectively, since the impact would be antidilutive thus not included. The warrants and Series C Preferred Stock could be converted into 1,594,579 common shares as of January 31, 2019 and could convert into 57,638,787 common shares at August 8, 2019. Reverse Merger On November 29, 2018, we completed a reverse merger transaction through a merger with The 4 Less Corp. (4 LESS), whereby we acquired all of the issued and outstanding shares of 4 LESS which became our wholly-owned subsidiary and, at the time the transaction was closed, the former stockholders of 4 LESS became our controlling stockholders. The share exchange transaction with 4 LESS was treated as a reverse acquisition, with 4 LESS as the accounting acquiror and the Company as the accounting acquiree. In a reverse acquisition, the post-acquisition net assets of the surviving combined company include the historical cost basis of the net assets of the accounting acquiror, 4 LESS, plus the fair value of the net assets of the accounting acquiree. Further, under the purchase method, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values and the excess of the purchase price over the estimated fair value of the identifiable net assets is allocated to any intangible assets with the remaining excess purchase price over net assets acquired allocated to goodwill. The fair value of the consideration transferred in the acquisition was $2,792,647 and was calculated as the number of shares of convertible preferred stock as converted to common stock that the Company would have had to issue at the date of the transaction multiplied by the estimated fair value of our common stock on the acquisition date. The estimated fair value of our common stock was based on the trading price of the common stock on the day of the acquisition. The following table summarizes our determination of fair values of the assets acquired and the liabilities as of the date of acquisition: Consideration - issuance of securities $ 2,792,647 Less: Net Assets $ (7,605,750 ) Goodwill $ (10,398,397 ) We performed an impairment test related to goodwill as of the date of the merger and it was determined that goodwill was impaired. At that time, we recorded a charge to operations for the amount of the impairment, which totaled $10,398,397. Disposal of Subsidiary During December 2019, the Company decided to divest its Nurses Lounge, Inc. subsidiary. In accordance with the agreement, certain liabilities of 4 Less were assumed by Nurses Lounge, Inc. as part of the transaction. An investment group made up of former shareholders and debt holders along with our President bought the subsidiary and assumed the following liabilities as part of the sale. The table below shows the assets and liabilities that the Company was relieved of in the transaction. Dec, 2018 Cash $ (13 ) Accounts payable 30,937 Notes Payable 433,173 Deferred Revenue 4,818 Accrued Expenses 46,432 Preferred Stock 340,103 Common Stock 40,000 Gain on discontinued operations $ 895,450 Recently Issued Accounting Standards Presentation of an Unrecognized Tax Benefit Foreign Currency Matters In February 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), which modifies accounting for lessees by requiring the recording of right-of-use lease assets and lease liabilities for operating leases and disclosing key information about leasing arrangements. The Company is currently implementing the requirements of Topic 842, which is effective for the Company starting on February 1, 2019. Most of the Company's operating leases are subject to this new standard whose impact will be reflected by an increase in the Company's total assets and total liabilities relative to such amount prior to adoption. Revenue from Contracts with Customers In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which enhances and clarifies the guidance on the classification and presentation of restricted cash in the statement of cash flows. Topic 230 is effective in fiscal year end January 31, 2019 and its impact is dependent upon the level of restricted cash of the Company, which at this time is insignificant. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) which simplifies goodwill impairment testing by requiring that such periodic testing be performed by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. The Company is currently evaluating the impact of Topic 350 on its consolidated financial statements and related disclosures, which is effective for fiscal years, including interim periods, beginning after December 15, 2019. Fair Value Measurement In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvement to Nonemployee Share-Based Payment Accounting, which is part of the FASB's simplification initiative to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This update provides consistency in the accounting for share-based payments to nonemployees with that of employees. The updated guidance had no impact on the Company's consolidated financial position, results of operations or cash flows. In addition to the above, the Company has reviewed all other recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. There were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows. |
Going Concern and Financial Pos
Going Concern and Financial Position | 12 Months Ended |
Jan. 31, 2019 | |
Going Concern and Financial Position [Abstract] | |
Going Concern and Financial Position | NOTE 2 GOING CONCERN AND FINANCIAL POSITION The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred cumulative losses through January 31, 2019 of $17,689,307 and has a working capital deficit at January 31, 2019 of $5,322,397. As of January 31, 2019, the Company only had cash and cash equivalents of $59,401 and had short-term debt in default. The short-term debt agreements provide legal remedies for satisfaction of defaults, none of the lenders to this point have pursued their legal remedies. These conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of one year from the date that the financial statements were issued. The potential proceeds from the sale of common stock and other contemplated debt and equity financing, and increases in operating revenues from new development and business acquisitions might enable the Company to continue as a going concern. However, revenues have not been sufficient to cover operating costs that would permit the Company to continue as a going concern historically and there can be no assurance that the Company can or will be able to complete any debt or equity financing, or develop or acquire one or more business interests on terms favorable to it. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Property
Property | 12 Months Ended |
Jan. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property | NOTE 3 PROPERTY The Company capitalizes all property purchases over $1,000 and depreciates the assets over their useful lives of 3 for computers and 7 years for all other assets. Property consists of the following at January 31, 2019 and 2018: 2019 2018 Office furniture, fixtures and equipment $ 78,421 $ 10,263 Shop equipment 43,004 41,408 Vehicles 185,095 205,502 Sub-total 306,520 257,173 Less: Accumulated depreciation (64,394 ) (30,584 ) Total Property $ 242,126 $ 226,589 Depreciation has been provided over each asset's estimated useful life. Depreciation expense was $40,958 and $27,268 for the twelve months ended January 31, 2019 and January 2018, respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Jan. 31, 2019 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 4 – NOTES PAYABLE The components of the Company’s debt as of January 31, 2019 and 2018 were as follows: Jan 2019 Jan 2018 Vehicle Note Payable - $49,494, dated April 19, 2017, 7.24% interest, 72 payments of $851 starting May 29, 2017 and ending April 2023 $ 38,690 $ 44,424 Vehicle Note Payable - $47,438, dated September 28, 2017, 72 payments of $810 starting November 8, 2017 Interest rate of 6.99%. In April 2018 the Note was paid in full. — 45,836 Working Capital Note Payable - $125,000, dated October 9, 2017, repayment of 10% of all eBay sales until paid in full, minimum payments of $12,695 per quarter, paid in full March 2018 — 93,389 Working Capital Note Payable - $175,000, dated January 15, 2019, repayment of 10% of all eBay sales until paid in full, minimum payments of $12,695 per quarter until paid 153,057 — Amazon working capital note, original loan of $94,000.00 Sept 6, 2018, 9.22% interest, monthly payments of $16,090.70. paid in full March 5, 2019 31,814 — SFS Funding Loan, original loan of $298,400.00 October 5, 2018, 24% interest, weekly payments of $7581, maturing October 9, 2019 194,642 — Forklift Note Payable, original note of $20,432.59 Sept 26,2018, 6.23% interest, 60 monthly payments of $394.54 ending August 2023 19,690 — Total $ 437,893 $ 183,649 The Company had accrued interest payable of $0 and $0 interest on the notes at January 31, 2019 and 2018, respectively. The following are the minimum amounts due on the notes: Year Ended Amount Jan 31, 2020 $ 393,209 Jan 31, 2021 12,525 Jan 31, 2022 13,410 Jan 31, 2023 14,360 Jan 31, 2024 4,389 Post Jan 31, 2024 — Total $ 437,893 |
Short-Term Convertible Debt
Short-Term Convertible Debt | 12 Months Ended |
Jan. 31, 2019 | |
Debt Disclosure [Abstract] | |
SHORT-TERM CONVERTIBLE DEBT | NOTE 5 – SHORT-TERM CONVERTIBLE DEBT The components of the Company’s convertible debt as of January 31, 2019 and 2018 were as follows: Interest Default Interest Conversion Outstanding Principal at Maturity Date Rate Rate Price January 31, 2019 January 31, 2018 Nov 4, 2013 12% 12% $0.075 $ 100,000 $ — Jan 31, 2014 12% 18% $0.10 16,000 — Apr 24, 2020 12% 24% $0.10 69,730 — July 31, 2013 12% 12% $0.06 5,000 — Jan 31, 2014 12% 12% $0.10 30,000 — Dec 24, 2015 8% 24% (1) 5,000 — Sep 10, 2017 8% 24% (2) 37,958 — Sep 10, 2017 8% 24% (2) 2,375 — Sep 10, 2017 8% 24% (2) 16,600 — Sep 10, 2017 8% 24% (2) 38,677 — Dec 4, 2017 8% 24% (2) 25,000 — Feb 3, 2017 8% 24% (5) 25,000 — Mar 3, 2017 8% 24% (5) 30,000 — Mar 3, 2017 8% 24% (5) 30,000 — Mar 24, 2017 8% 24% (6) 10,950 — Apr 24, 2020 12% 24% (6) 738,896 — July 8, 2015 8% 24% (1) 5,500 — Apr 24, 2020 8% 24% (1) 4,500 — Apr 24, 2020 8% 24% (1) 23,297 — Apr 24, 2020 8% 24% (1) 7,703 — Apr 24, 2020 8% 24% (1) 26,500 — July 19, 2016 8% 24% (1) 5,000 — Feb 3, 2017 8% 24% (5) 25,000 — Dec 27, 2018 15% 24% (4) 56,925 — Dec 27, 2018 15% 24% (4) 1,202 — Jan 5, 2019 15% 24% (4) 18,325 — Feb 20, 2019 10% 10% (7) 274,438 — Mar 23, 2019 15% 24% (3) 12,355 — Jun 6, 2019 12% 18% (8) 123,750 — Oct 24, 2019 8% 24% (5) 47,250 — Nov 14, 2019 8% 24% (5) 78,750 — Dec 14, 2019 8% 24% (5) 130,000 — Dec 28, 2019 12% 18% (3) 125,000 — Jan 9, 2020 8% 24% (5) 62,500 — Debt Discount (309,021 ) — $ 1,900,160 $ __________ (1) 52% of the lowest trading price for the fifteen trading days prior to conversion day. (2) 50% of the lowest trading price for the fifteen trading days prior to conversion day. (3) 50% of the lowest trading price for the twenty trading days prior to conversion day. (4) 50% of the lowest trading price for the forty trading days prior to conversion day, but not higher than $0.000075. (5) 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.001. (6) 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.005. (7) 60% of the lowest trading price for the fifteen trading days prior to conversion day. (8) 52% of the lowest trading price for the twenty trading days prior to conversion day. The Company had accrued interest payable of $463,839 and $0 on the notes at January 31, 2019 and 2018, respectively. In the year ended January 31, 2019, $308,976 was transferred from Interest payable to note payable when certain notes were renegotiated. The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that some instruments should be classified as liabilities due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The instruments are measured at fair value at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings. The fair value of the embedded conversion option resulted in a discount to the note on the debt modification date. See more information in Note 9. During the year ended January 31, 2019, the Company converted a total of $115,573 and $54,124 of the convertible notes plus accrued interest, respectively, into 478,388 common shares. The Company is in default on a number of its promissory notes which provide legal remedies for satisfaction of defaults, none of the lenders to this point have pursued their legal remedies. The Company continues to accrue interest at the listed rates, and plans to seek their conversion or payoff within the next twelve months. On April 25, 2018, the Company entered into replacement notes with 4 existing note holders. The new notes combined the principal amounts of each of their existing notes along with each note’s accrued interest, extended the maturity dates to April 24, 2020 with an interest rate per annum of 15%. The total principal and accrued interest replaced were $538,353 and $308,976, respectively. Each note is convertible with a conversion price for each share equal to the lower of: (a) 50% lowest bid price of the common stock, as reported on the National Quotations Bureau OTC Markets which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 (twenty) prior trading days including the day of issuance of this herein Note or (b) 50% lowest bid price of the common stock, as reported on the National Quotations Bureau OTC Markets which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 (twenty) prior trading days including the day upon which a Notice of Conversion of the Note, is received by the Company. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Jan. 31, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 6 STOCKHOLDERS' DEFICIT Preferred Stock The Company is authorized to issue 20,000,000 shares of Preferred Stock, having a par value of $0.001 per share. Series A Preferred Stock At January 31, 2019 and 2018, there were -0- and 330,000 Series A preferred shares outstanding, respectively. The Series A Preferred Shares shall rank senior to the Corporation's Common Stock. The authorized number of Series A Preferred Shares shalt be three hundred and thirty thousand (330,000). The number of Series A Preferred Shares may be decreased by resolution of the Board; provided, however, that no decrease shall reduce the number of Series A Preferred Shares to less than the number of shares then issued and outstanding. The holders of Series A Preferred Shares shall have no liquidation rights. The holders of Series A Preferred Shares shall have no voting rights. The holders of Series A Preferred Shares shall have conversion rights and obligations as follows: (i) The holder may, at any time and from time to time convert all of its shares of Series A Preferred Shares into a number of fully paid and nonassessable shares of common stock ("Conversion Shares") determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 0.152 (Conversion Price"). (ii) Conversion into Common Shares. The Series A Preferred Shares have a forced conversion feature at the option of the Company at any time after issuance and, in any event, any and all issued and outstanding shares of Series A Preferred Shares shall automatically convert into shares of common stock at the Conversion Price, on December 31, 2018. (iii) All Conversion Shares will, upon, issuance, be duly issued, fully paid and non-assessable and free from all taxes, liens, and charges with respect to the issuance thereof. The Series A Preferred Shares were cancelled in December 2018 as part of the Sale of the Nurses Lounge, Inc. subsidiary. Series B Preferred Stock At January 31, 2019 and 2018, there were 20,000 and 1,000 Series B preferred shares outstanding, respectively. The Series B Preferred Stock have voting rights equal to 51% of the total voting rights at any time. There are no conversion rights granted holders of Series B Preferred shares, they are not entitled to dividends, and the Company does not have the right of redemption. Currently, there are 20,000 shares authorized and 20,000 shares issued and outstanding of the Series B Preferred Stock. Voting Rights. Amendments to Articles of Incorporation and Bylaws. Amendment of Rights of Series B Preferred Stock. Series C Preferred Stock At January 31, 2019 and 2018, there were 6,750 and -0- Series C preferred shares outstanding, respectively. The Series C Preferred Stock have the right to convert into the common stock of the Company by multiplying the number of issued and outstanding shares of common stock by 2.63 on the conversion date. The holders of Series C Preferred shares are not entitled to dividends, and the Company does not have the right of redemption. Series D Preferred Stock At January 31, 2019 and 2018, there were 870 and -0- Series D preferred shares outstanding, respectively. There shall be a series of Preferred Stock designated as "Series D Preferred Stock," and the number of shares constituting such series shall be 870, par value $.001. Such series is referred to herein as the "Series D Preferred Stock". All shares of Series D Preferred Stock will rank subordinate and junior to all shares of Series A, B and C of Preferred Stock of the Corporation and pari passu with any of the Corporation's preferred stock hereafter created as to distributions of assets upon dissolution or winding up of the Corporation, whether voluntary or involuntary. The holders of the Preferred Stock shall not be entitled to receive dividends. No holder of the Series D Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Corporation for their vote, waiver, release or other action, except as may be otherwise expressly required by law. OPTIONAL REDEMPTION. (1) At any time, either the Corporation or the holder may redeem for cash out of funds legally available therefor, any or all of the outstanding Series D Preferred Stock ("Optional Redemption") at $1,000 per share. (2) Should the Corporation exercise the right of Optional Redemption it shall provide each holder of Preferred Stock with at least 30 days' notice of any proposed optional redemption pursuant this Section VI (an "Optional Redemption Notice"). Any optional redemption pursuant to this Section VI shall be made ratably among holders in proportion to the Liquidation Value of Preferred Stock then outstanding and held by such holders. The Optional Redemption Notice shall state the Liquidation Value of Preferred Stock to be redeemed and the date on which the Optional Redemption is to occur (which shall not be less than thirty (30) or more than sixty (60) Business Days after the date of delivery of the Optional Redemption Notice) and shall be delivered by the Corporation to the holders at the address of such holder appearing on the register of the Corporation for the Preferred Stock. Within seven (7) business days after the date of delivery of the Optional Redemption Notice, each holder shall provide the Corporation with instructions as to the account to which payments associated with such Optional Redemption should be deposited. On the date of the Optional Redemption, provided for in the relevant Optional Redemption Notice, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holders, and (B) the holders will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemed. Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier's check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional Redemption as represented by the previously issued certificates will be deemed no longer outstanding. Notwithstanding anything to the contrary in this Designation, each holder may continue to convert Preferred Stock in accordance with the terms hereof until the date such Preferred Stock is actually redeemed pursuant to an Optional Redemption. (3) Should the holder exercise the right of Optional Redemption it shall provide the Corporation with at least 30 days' notice of any proposed optional redemption pursuant this Section VI (an "Optional Redemption Notice"). The Optional Redemption Notice shall state the value of the Preferred Stock to be redeemed and the date on which the Optional Redemption is to occur (which shall not be less than thirty (30) or more than sixty (60) Business Days after the date of delivery of the Optional Redemption Notice) and shall be delivered by the holder to the Corporation at the address of the Corporation for the Preferred Stock. Within seven (7) business days after the date of delivery of the Optional Redemption Notice, each holder shall provide the Corporation with instructions as to the account to which payments associated with such Optional Redemption should be deposited. On the date of the Optional Redemption, provided for in the relevant Optional Redemption Notice, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holder, and (B) the holder will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer or accompanied by executed stock powers, in either case, transferring that number of shares to be redeemed. Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier's check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional Redemption as represented by the previously issued certificates will be deemed no longer outstanding. Notwithstanding anything to the contrary in this Designation, each holder may continue to convert Preferred Stock in accordance with the terms hereof until the date such Preferred Stock is actually redeemed pursuant to an Optional Redemption. The Series D Preferred Stock is not entitled to any preemptive or subscription rights in respect of any securities of the Corporation. Common Stock The Company is authorized to issue 20,000,000,000 common shares at a par value of $0.001 per share. These shares have full voting rights. At January 31, 2019 and 2018, there were 604,301 and 140,080 shares outstanding, respectively. No dividends were paid in the years ended January 31, 2019 or 2018. The Company issued the following shares of common stock in the year ended January 31, 2019: Conversion of $115,573 Notes Payable and $54,124 Accrued Interest to Common Stock 478,388 Conversion of Accrued Expenses to Common Stock with a value of $1,125 2,500 The Company issued the following shares of common stock in the year ended January 31, 2018: None. Options and Warrants: The Company recorded option and warrant expense of $0 and $0 in the years ended January 31, 2019 and 2018, respectively. The Company issued no warrants in the year ended January 31, 2019. In January 2018, the Company issued 5,667 warrants associated with the conversion of its convertible debt. The warrants are exercisable upon issuance, have exercise price of $0.45 and expire on January 8, 2021. The Company had the following options and warrants outstanding at January 31, 2019: Issued To # Warrants Dated Expire Strike Price Expired Exercised Lender 583 07/02/2015 07/01/2019 $600.00 per share Y N Lender 5,667 01/08/2018 01/08/2021 $0.45 per share N N Options Weighted Average Warrants Weighted Average Outstanding at January 31, 2017 $ 959 $ 480.00 Granted 5,667 0.45 Exercised Forfeited and canceled (376 ) (360.00 ) Outstanding at January 31, 2018 $ 6,250 $ 56.38 Granted Exercised Forfeited and canceled Outstanding at January 31, 2019 $ 6,250 $ 56.38 Summary of warrants outstanding and exercisable as of January 31, 2019 is as follows: Range of Exercise Weighted Average Number of Warrants Number of Warrants $600 to $0.45 2.80 6,250 6,250 Summary of warrants outstanding and exercisable as of January 31, 2018 is as follows: Range of Exercise Weighted Average Number of Warrants Number of Warrants $600 to $ 0.45 2.80 6,250 6,250 |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 INCOME TAXES The Company has adopted ASC 740-10, " Income Taxes" At January 31, 2019 and 2018, the deferred tax asset consisted of the following: 2019 2018 Deferred tax asset: Net operating loss $ 59,749 $ 1,651,800 Less valuation allowance (59,749 ) (1,651,800 ) Net deferred tax asset $ $ Company has incurred losses since inception, therefore, the Company has no federal tax liability. Additionally there are limitations imposed by certain transactions which are deemed to be ownership changes which occurred in the Company on November 29, 2018. The net deferred tax asset generated by the loss carryforward has been fully reserved. The cumulative net operating loss carryforward since the change in control was $614,146 at January 31, 2019 and $7,865,794 at January 31, 2018, that is available for carryforward for federal income tax purposes. Although the Company has tax loss carry-forwards, there is uncertainty as to utilization prior to their expiration. Accordingly, the future income tax asset amounts have been fully reserved by a valuation allowance. The Company has maintained a full valuation allowance against its deferred tax assets at January 31, 2019 and 2018. A valuation allowance is required to be recorded when it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Since the Company cannot be assured of realizing the net deferred tax asset, a full valuation allowance has been provided. The Company does not have any uncertain tax positions at January 31, 2019 and 2018 that would affect its effective tax rate. The Company does not anticipate a significant change in the amount of unrecognized tax benefits over the next twelve months. Because the Company is in a loss carryforward position, the Company is generally subject to US federal and state income tax examinations by tax authorities for all years for which a loss carryforward is available. If and when applicable, the Company will recognize interest and penalties as part of income tax expense. On December 22, 2017, the Tax Cuts and Jobs Act ("The Act") was enacted into law. The Act provides for significant changes to the U.S. Internal Revenue Code of 1986 that impact corporate taxation requirements, such as the reduction of the federal tax rate for corporations from 34% to 21%. On November 29, 2018, the Company consummated a share exchange agreement whereby there was a change of control and any net operating losses up to the date of the transaction were forfeited. The Company's tax returns for the years ended January 31, 2019, 2018, and 2017 are open for examination under Federal statute of limitations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES On June 1, 2015, the Company entered into a 36-month lease agreement for its 2,590 sf office facility with a minimum base rent of $2,720 per month. The Company paid base rent and their share of maintenance expense of $43,200 and $43,200 related to this lease for the periods ended January 31, 2019 and 2018, respectively. The lease is currently on a month to month basis since the lease has not been renewed. This lease was with a minority shareholder – See Note 10 – Related Party Transactions. On August 30, 2016, the Company entered into a 60-month lease agreement for its 3,554 sf warehouse facility starting in December 2016 with a minimum base rent of $2,132 and estimated monthly CAM charges of $1,017 per month. The Company paid base rent and their share of maintenance expense of $36,899 and $37,760 related to this lease for the period ended January 31, 2019 and 2018, respectively. This lease is with a minority shareholder – See Note 10 – Related Party Transactions. The following are the minimum lease obligations under the lease: Year Ended Amount Jan 31, 2020 $ 37,788 Jan 31, 2021 37,788 Jan 31, 2022 31,490 Total $ 107,066 On July 1, 2018, the Company entered into a 60-month lease agreement with its minority shareholder for its 8,800 sf warehouse facility with a minimum base rent of $6,400 per month. The Company paid base rent and their share of maintenance expense of $44,800 and $0 related to this lease for the periods ended January 31, 2019 and 2018, respectively. The following are the minimum lease obligations under the lease: Year Ended Amount Jan 31, 2020 $ 76,800 Jan 31, 2021 76,800 Jan 31, 2022 76,800 Jan 31, 2023 32,000 Total $ 262,400 The Company had total rent expense of $124,899 and $80,960 for the years ended January 31, 2019 and 2018 respectively. In April 2018, a major shareholder and landlord of 4Less, agreed to purchase 5% of 4Less (prior to the merger) from its largest shareholder for contributing $350,000 in cash to the 4 Less Corp. and $150,000 of rent concessions amortized over a 20 month period starting July 1, 2018. As of January 31, 2019, the balance of prepaid rent totaled $97,500. There is pending litigation initiated by the Company around the validity of a $100,000 note which the Company signed based upon representations of funding from the maker which were never received. The Company initiated litigation to dispute the note and the 1,692 shares that have been issued. There was no consideration for the issuance of the shares and the shares have been accounted for as if they were returned and cancelled although they have not been returned. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Jan. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | NOTE 9 DERIVATIVE LIABILITIES As of January 31, 2019 and 2018, the Company had derivative liabilities of $2,041,260 and $0, respectively. During the years ended January 31, 2019 and 2018, the Company recorded a gain of $3,231,187 and $0 from the change in the fair value of derivative liabilities, respectively. Any liabilities resulting from the warrants outstanding are immaterial. The derivative liabilities are valued as a level 3 input for valuing financial instruments. The derivatives arise from convertible debt where the debt is convertible into common stock at variable conversion prices. As the price of the common stock varies it triggers a gain or loss based upon the discount to market assuming the debt was converted at the balance sheet date. The fair value of the derivative liability is determined using the lattice model, is re-measured on the Company's reporting dates, and is affected by changes in inputs to that model including our stock price, expected stock price volatility, the expected term, and the risk-free interest rate. In our calculation at January 31, 2019, volatility ranged from 197% to 697%, the term ranged from 0.50 to 0.96 years, and the risk free interest rate was from 2.66% to 3.12%. Level 3 Derivatives Balance, January 31, 2017 $ 0 Change in Value of Derivatives $ 0 Balance, January 31, 2018 $ 0 Derivatives Assumed upon Reverse Merger $ 5,162,556 Changes due to Issuance of New Convertible Notes $ 387,881 Changes due to Conversion of Notes Payable $ (277,990 ) Mark to Market Change in Derivatives $ (3,231,187 ) Balance, January 31, 2019 $ 2,041,260 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS As of January 31, 2019 and 2018, the Company had $180,000 and $0, respectively, of related party accrued expenses related to accrued compensation for employees and consultants. On June 1, 2015, the Company entered into a 36-month lease agreement with its minority shareholder for its 2,590 sf office facility with a minimum base rent of $2,720 per month. The Company paid base rent and their share of maintenance expense of $43,200 and $36,156 related to this lease for the periods ended January 31, 2019 and 2018, respectively. The lease is currently on a month to month basis since the lease has not been renewed. On August 30, 2016, the Company entered into a 60-month lease agreement for its 3,554 sf warehouse facility starting in December 2016 with a minimum base rent of $2,132 and estimated monthly CAM charges of $1,017 per month. The Company paid base rent and their share of maintenance expense of $36,899 and $37,760 related to this lease for the period ended January 31, 2019 and 2018, respectively. On July 1, 2018, the Company entered into a 60-month lease agreement with its minority shareholder for its 8,800 sf warehouse facility with a minimum base rent of $6,400 per month. The Company paid base rent and their share of maintenance expense of $44,800 and $0 related to this lease for the periods ended January 31, 2019 and 2018, respectively. On September 1, 2016, the Company received from a shareholder a loan for $100,000 bearing interest at 4.5% and due on demand. On December 31, 2017, the Company paid this note with $6,000 accrued interest. As of January 31, 2019 and 2018 the Company had $0 and $1,875 of related party accrued interest payable related to accrued interest on a related party note payable. During the period from July 2017 through December 2017, our minority shareholder contributed $212,692 to the Company. This amount is reflected in the equity section of the balance sheet. During December 2019, the Company decided to divest its Nurses Lounge, Inc. subsidiary. An investment group made up of former shareholders and debt holders along with our President bought the subsidiary and in accordance with the agreement, certain liabilities of 4 Less were assumed by Nurses Lounge, Inc. as part of the transaction. The table below shows the assets and liabilities that the Company was relieved of in the transaction. Dec, 2018 Cash $ (13 ) Accounts payable 30,937 Notes Payable 433,173 Deferred Revenue 4,818 Accrued Expenses 46,432 Preferred Stock 340,103 Common Stock 40,000 Gain on discontinued operations $ 895,450 In April 2018, a major shareholder and landlord of 4Less, agreed to purchase 5% of 4Less (prior to the merger) from its largest shareholder for contributing $350,000 in cash to the 4 Less Corp. and $150,000 of rent concessions amortized over a 20 month period starting July 1, 2018. As of January 31, 2019, the balance of prepaid rent totaled $97,500. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that no material subsequent events exist other then the following. Conversion of notes Subsequent to the balance sheet date, 28,145,433 shares were issued for the conversion of $484,715 principal and $177,019 of interest of convertible notes that had a conversion price at 50% of the lowest market price during the period the Company fails to make all periodic filings with the SEC. Issuance of convertible notes On February 27, 2018, the Company issued a convertible note of $65,500. The note bears interest at 25% per annum and matures twelve months from the issuance date. As of April 5 th On March 1,2019, the Company issued a convertible note with principal of $184,275. The first tranche of $61,425.00 was funded with net proceeds of $56,500. The note bears interest at 15% per annum and mature in twelve months from the issuance date. The note can be converted at a price equal to 45% of the lowest trading/closing bid price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion. On April 3, 2019, the Company issued a convertible note with principal of $172,149 and net proceeds of $167,149. $50,000 was new funding with $117,149 retiring 3 of the lenders prior notes. The note bears interest at 8% per annum and mature in twelve months from the issuance date. The note can be converted at a price equal to 50% of the lowest trading price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion. On April 12, 2019, the Company issued a convertible note with principal of $75,000 and net proceeds of $67,250. The note bears interest at 10% per annum and mature in nine months from the issuance date. The note can be converted at a price equal to 50% of the lowest trading price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion. On May 14, 2019, the Company issued a convertible note with principal of $55,000 and net proceeds of $50,000. The note bears interest at 15% per annum and mature in twelve months from the issuance date. The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion. On May 15, 2019, the Company issued a convertible note with principal of $52,500 and net proceeds of $50,000. The note bears interest at 8% per annum and mature in twelve months from the issuance date. The note can be converted at a price equal to 50% of the lowest Trading price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion. On May 24, 2019, the Company issued a convertible note with principal of $40,000 and net proceeds of $38,000. The note bears interest at 15% per annum and mature in twelve months from the issuance date. The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion. On June 11, 2019, the Company issued a convertible note with principal of $85,000 and net proceeds of $80,000. The note bears interest at 15% per annum and mature in twelve months from the issuance date. The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion. On June 26, 2019, the Company issued a convertible note with principal of $76,000 and net proceeds of $72,500. The note bears interest at 15% per annum and mature in twelve months from the issuance date. The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion. On July 11, 2019, the Company issued a convertible note with principal of $60,000 and net proceeds of $57,000. The note bears interest at 15% per annum and mature in twelve months from the issuance date. The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company prepares its financial statements on the accrual basis of accounting in conformity with U.S. GAAP. |
Principles of Consolidation | Principles of Consolidation The financial statements include the accounts of The 4LESS Group, Inc. as well as The 4LESS Corp. and JBJ Wholesale LLC. All significant inter-company transactions have been eliminated. All amounts are presented in U.S. Dollars unless otherwise stated. |
Use of Estimates | Use of Estimates In order to prepare financial statements in conformity with accounting principles generally accepted in the United States, management must make estimates, judgments and assumptions that affect the amounts reported in the financial statements and determine whether contingent assets and liabilities, if any, are disclosed in the financial statements. The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements are based. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less to be cash equivalents. At times, cash balances may be in excess of the Federal Deposit Insurance Corporation ("FDIC") insurance limits. The carrying amount of cash and cash equivalents approximates fair market value. |
Inventory Valuation | Inventory Valuation Inventories are stated at the lower of cost or market. Inventories are valued on a first-in, first-out (FIFO) basis. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized when items of income and expense are recognized in the financial statements in different periods than when recognized in the tax return. Deferred tax assets arise when expenses are recognized in the financial statements before the tax returns or when income items are recognized in the tax return prior to the financial statements. Deferred tax assets also arise when operating losses or tax credits are available to offset tax payments due in future years. Deferred tax liabilities arise when income items are recognized in the financial statements before the tax returns or when expenses are recognized in the tax return prior to the financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. On December 22, 2017, the Tax Cuts and Jobs Act ("Tax Act") was signed into law. ASC 740, Accounting for Income Taxes requires companies to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. The Company's gross deferred tax assets were revalued based on the reduction in the federal statutory tax rate from 35% to 21%. A corresponding offset has been made to the valuation allowance, and any potential other taxes arising due to the Tax Act will result in reductions to the Company's net operating loss carryforward and valuation allowance. The Company will continue to analyze the Tax Act to assess its full effects on the Company's financial results, including disclosures, for the Company's fiscal year ending January 31, 2019, but the Company does not expect the Tax Act to have a material impact on the Company's consolidated financial statements. On November 29, 2018, the Company completed a reverse merger with The 4 Less Corp. At such time that there was a change in control, all net operating losses for tax purposes of the parent were no longer available for carryforward and the parent started to accumulate profits or losses from that point forward. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company's financial instruments consist of cash, accounts payable, advances and notes payable. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments. Derivatives are recorded at fair value at each period end. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The ASC guidance for fair value measurements and disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 Inputs Level 2 Inputs Level 3 Inputs As of January 31, 2019 and 2018, the Company's derivative liabilities were measured at fair value using Level 3 inputs. See Note 9. |
Related Party Transactions | Related Party Transactions The Company has a verbal policy that includes procedures intended to ensure compliance with the related party provisions in common practice for public companies. For purposes of the policy, a "related party transaction" is a transaction in which the Company or any one of its subsidiaries participates and in which a related party has a direct or indirect material interest, other than ordinary course, arms-length transactions of less than 1% of the revenue of the counterparty. Any transaction exceeding the 1% threshold, and any transaction involving consulting, financial advisory, legal or accounting services that could impair a director's independence, must be approved by the CEO. Any related party transaction in which an executive officer or a Director has a personal interest, or which could present a possible conflict under the Guide to Ethical Conduct, must be approved by Board of Directors, following appropriate disclosure of all material aspects of the transaction. |
Derivative Liability | Derivative Liability The derivative liabilities are valued as a level 3 input for valuing financial instruments. The derivatives arise from convertible debt where the debt is convertible into common stock at variable conversion prices and reclassification of equity instrument to liability due to insufficient shares for issuance. As the price of the common stock varies, it triggers a gain or loss based upon the discount to market assuming the debt was converted at the balance sheet date. When evaluating the effect of the issuance of new equity-linked or equity-settled instruments on previously issued instruments, the Company uses first-in, first-out method ("FIFO") where authorized and unused shares would first be used to satisfy the earliest issued equity-linked instruments. As of January 31, 2019, warrants to purchase 583 common shares issued in July 2014 were not classified as derivative liability while the remaining warrants outstanding were classified as derivative liability based on the FIFO method. The fair value of the derivative liability is determined using a lattice model, is re-measured on the Company's reporting dates, and is affected by changes in inputs to that model including our stock price, expected stock price volatility, the expected term, and the risk-free interest rate. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)," Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation Because the Company's sales agreements generally have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. The Company's performance obligations are satisfied at the point in time when products are received by the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company's contracts have a single performance obligation (shipment of product). The Company primarily receives fixed consideration for sales of product. Shipping and handling amounts paid by customers are primarily for online orders, and are included in revenue. Sales tax and other similar taxes are excluded from revenue. Revenue is recorded net of provisions for discounts and promotion allowances, which are typically agreed to upfront with the customer and do not represent variable consideration. Discounts and promotional allowances vary the consideration the Company is entitled to in exchange for the sale of products to customers. The Company recognizes these discounts and promotional allowances in the same period that the revenue is recognized for products sales to customers. The amount of revenue recognized represents the amount that will not be subject to a significant future reversal of revenue. All sales to customers are generally final. However, the Company accepts returned product due to quality or issues relating to product description or incorrect product orders and in such instances the Company would replace the product or refund the customers funds. For the periods ended January 31, 2019 and 2018, returns were approximately 9.2% and 4.9% respectively. The Company's customers generally pre-pay for the products. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock options at fair value. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the service period, if any, of the stock option. |
Loss per Common Share | Loss per Common Share The weighted average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per common share are computed using the weighted average number of common shares and potentially dilutive common shares outstanding. Potentially dilutive common shares are additional common shares assumed to be exercised. Potentially dilutive common shares are excluded from the diluted earnings per share computation in periods where the Company has incurred a net loss, as their effect would be considered anti-dilutive. The Company had 5,667 warrants and 6,750 shares of Series C Preferred Stock outstanding at January 31, 2019 which were potentially dilutive common stock equivalents but would be antidilutive and are not included. As the Company incurred a net loss during the year ended January 31, 2019, the basic and diluted loss per common share is the same amount, as any common stock equivalents would be considered anti-dilutive. Excluded from this calculation are convertible notes of $2,209,180 and $0 at January 31, 2019 and 2018, respectively, since the impact would be antidilutive thus not included. The warrants and Series C Preferred Stock could be converted into 1,594,579 common shares as of January 31, 2019 and could convert into 57,638,787 common shares at August 8, 2019. |
Reverse Merger | Reverse Merger On November 29, 2018, we completed a reverse merger transaction through a merger with The 4 Less Corp. (4 LESS), whereby we acquired all of the issued and outstanding shares of 4 LESS which became our wholly-owned subsidiary and, at the time the transaction was closed, the former stockholders of 4 LESS became our controlling stockholders. The share exchange transaction with 4 LESS was treated as a reverse acquisition, with 4 LESS as the accounting acquiror and the Company as the accounting acquiree. In a reverse acquisition, the post-acquisition net assets of the surviving combined company include the historical cost basis of the net assets of the accounting acquiror, 4 LESS, plus the fair value of the net assets of the accounting acquiree. Further, under the purchase method, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values and the excess of the purchase price over the estimated fair value of the identifiable net assets is allocated to any intangible assets with the remaining excess purchase price over net assets acquired allocated to goodwill. The fair value of the consideration transferred in the acquisition was $2,792,647 and was calculated as the number of shares of convertible preferred stock as converted to common stock that the Company would have had to issue at the date of the transaction multiplied by the estimated fair value of our common stock on the acquisition date. The estimated fair value of our common stock was based on the trading price of the common stock on the day of the acquisition. The following table summarizes our determination of fair values of the assets acquired and the liabilities as of the date of acquisition: Consideration - issuance of securities $ 2,792,647 Less: Net Assets $ (7,605,750 ) Goodwill $ (10,398,397 ) We performed an impairment test related to goodwill as of the date of the merger and it was determined that goodwill was impaired. At that time, we recorded a charge to operations for the amount of the impairment, which totaled $10,398,397. |
Disposal of Subsidiary | Disposal of Subsidiary During December 2019, the Company decided to divest its Nurses Lounge, Inc. subsidiary. In accordance with the agreement, certain liabilities of 4 Less were assumed by Nurses Lounge, Inc. as part of the transaction. An investment group made up of former shareholders and debt holders along with our President bought the subsidiary and assumed the following liabilities as part of the sale. The table below shows the assets and liabilities that the Company was relieved of in the transaction. Dec, 2018 Cash $ (13 ) Accounts payable 30,937 Notes Payable 433,173 Deferred Revenue 4,818 Accrued Expenses 46,432 Preferred Stock 340,103 Common Stock 40,000 Gain on discontinued operations $ 895,450 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Presentation of an Unrecognized Tax Benefit Foreign Currency Matters In February 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), which modifies accounting for lessees by requiring the recording of right-of-use lease assets and lease liabilities for operating leases and disclosing key information about leasing arrangements. The Company is currently implementing the requirements of Topic 842, which is effective for the Company starting on February 1, 2019. Most of the Company's operating leases are subject to this new standard whose impact will be reflected by an increase in the Company's total assets and total liabilities relative to such amount prior to adoption. Revenue from Contracts with Customers In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which enhances and clarifies the guidance on the classification and presentation of restricted cash in the statement of cash flows. Topic 230 is effective in fiscal year end January 31, 2019 and its impact is dependent upon the level of restricted cash of the Company, which at this time is insignificant. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) which simplifies goodwill impairment testing by requiring that such periodic testing be performed by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. The Company is currently evaluating the impact of Topic 350 on its consolidated financial statements and related disclosures, which is effective for fiscal years, including interim periods, beginning after December 15, 2019. Fair Value Measurement In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvement to Nonemployee Share-Based Payment Accounting, which is part of the FASB's simplification initiative to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This update provides consistency in the accounting for share-based payments to nonemployees with that of employees. The updated guidance had no impact on the Company's consolidated financial position, results of operations or cash flows. In addition to the above, the Company has reviewed all other recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations. There were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of fair value of assets acquired and liabilities | Consideration - issuance of securities $ 2,792,647 Less: Net Assets $ (7,605,750 ) Goodwill $ (10,398,397 ) |
Schedule of disposal of assets and liabilities | Dec, 2018 Cash $ (13 ) Accounts payable 30,937 Notes Payable 433,173 Deferred Revenue 4,818 Accrued Expenses 46,432 Preferred Stock 340,103 Common Stock 40,000 Gain on discontinued operations $ 895,450 |
Property (Tables)
Property (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property | 2019 2018 Office furniture, fixtures and equipment $ 78,421 $ 10,263 Shop equipment 43,004 41,408 Vehicles 185,095 205,502 Sub-total 306,520 257,173 Less: Accumulated depreciation (64,394 ) (30,584 ) Total Property $ 242,126 $ 226,589 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Jan 2019 Jan 2018 Vehicle Note Payable - $49,494, dated April 19, 2017, 7.24% interest, 72 payments of $851 starting May 29, 2017 and ending April 2023 $ 38,690 $ 44,424 Vehicle Note Payable - $47,438, dated September 28, 2017, 72 payments of $810 starting November 8, 2017 Interest rate of 6.99%. In April 2018 the Note was paid in full. 45,836 Working Capital Note Payable - $125,000, dated October 9, 2017, repayment of 10% of all eBay sales until paid in full, minimum payments of $12,695 per quarter, paid in full March 2018 93,389 Working Capital Note Payable - $175,000, dated January 15, 2019, repayment of 10% of all eBay sales until paid in full, minimum payments of $12,695 per quarter until paid 153,057 Amazon working capital note, original loan of $94,000.00 Sept 6, 2018, 9.22% interest, monthly payments of $16,090.70. paid in full March 5, 2019 31,814 SFS Funding Loan, original loan of $298,400.00 October 5, 2018, 24% interest, weekly payments of $7581, maturing October 9, 2019 194,642 Forklift Note Payable, original note of $20,432.59 Sept 26,2018, 6.23% interest, 60 monthly payments of $394.54 ending August 2023 19,690 Total $ 437,893 $ 183,649 |
Schedule of future minimum payments | Year Ended Amount Jan 31, 2020 $ 393,209 Jan 31, 2021 12,525 Jan 31, 2022 13,410 Jan 31, 2023 14,360 Jan 31, 2024 4,389 Post Jan 31, 2024 Total $ 437,893 |
Short-Term Convertible Debt (Ta
Short-Term Convertible Debt (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Debt Disclosure [Abstract] | |
convertible debt | Interest Default Interest Conversion Outstanding Principal at Maturity Date Rate Rate Price January 31, 2019 January 31, 2018 Nov 4, 2013 12% 12% $0.075 $ 100,000 $ — Jan 31, 2014 12% 18% $0.10 16,000 — Apr 24, 2020 12% 24% $0.10 69,730 — July 31, 2013 12% 12% $0.06 5,000 — Jan 31, 2014 12% 12% $0.10 30,000 — Dec 24, 2015 8% 24% (1) 5,000 — Sep 10, 2017 8% 24% (2) 37,958 — Sep 10, 2017 8% 24% (2) 2,375 — Sep 10, 2017 8% 24% (2) 16,600 — Sep 10, 2017 8% 24% (2) 38,677 — Dec 4, 2017 8% 24% (2) 25,000 — Feb 3, 2017 8% 24% (5) 25,000 — Mar 3, 2017 8% 24% (5) 30,000 — Mar 3, 2017 8% 24% (5) 30,000 — Mar 24, 2017 8% 24% (6) 10,950 — Apr 24, 2020 12% 24% (6) 738,896 — July 8, 2015 8% 24% (1) 5,500 — Apr 24, 2020 8% 24% (1) 4,500 — Apr 24, 2020 8% 24% (1) 23,297 — Apr 24, 2020 8% 24% (1) 7,703 — Apr 24, 2020 8% 24% (1) 26,500 — July 19, 2016 8% 24% (1) 5,000 — Feb 3, 2017 8% 24% (5) 25,000 — Dec 27, 2018 15% 24% (4) 56,925 — Dec 27, 2018 15% 24% (4) 1,202 — Jan 5, 2019 15% 24% (4) 18,325 — Feb 20, 2019 10% 10% (7) 274,438 — Mar 23, 2019 15% 24% (3) 12,355 — Jun 6, 2019 12% 18% (8) 123,750 — Oct 24, 2019 8% 24% (5) 47,250 — Nov 14, 2019 8% 24% (5) 78,750 — Dec 14, 2019 8% 24% (5) 130,000 — Dec 28, 2019 12% 18% (3) 125,000 — Jan 9, 2020 8% 24% (5) 62,500 — Debt Discount (309,021 ) — $ 1,900,160 $ __________ (1) 52% of the lowest trading price for the fifteen trading days prior to conversion day. (2) 50% of the lowest trading price for the fifteen trading days prior to conversion day. (3) 50% of the lowest trading price for the twenty trading days prior to conversion day. (4) 50% of the lowest trading price for the forty trading days prior to conversion day, but not higher than $0.000075. (5) 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.001. (6) 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.005. (7) 60% of the lowest trading price for the fifteen trading days prior to conversion day. (8) 52% of the lowest trading price for the twenty trading days prior to conversion day. |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Equity [Abstract] | |
Schedule of common stock issued | The Company issued the following shares of common stock in the year ended January 31, 2019: Conversion of $115,573 Notes Payable and $54,124 Accrued Interest to Common Stock 478,388 Conversion of Accrued Expenses to Common Stock with a value of $1,125 2,500 |
Schedule of issued options and warrants outstanding | Issued To # Warrants Dated Expire Strike Price Expired Exercised Lender 583 07/02/2015 07/01/2019 $600.00 per share Y N Lender 5,667 01/08/2018 01/08/2021 $0.45 per share N N |
Schedule of options and warrants outstanding | Options Weighted Average Warrants Weighted Average Outstanding at January 31, 2017 — $ — 959 $ 480.00 Granted — — 5,667 0.45 Exercised — — — — Forfeited and canceled — — (376 ) (360.00 ) Outstanding at January 31, 2018 — $ — 6,250 $ 56.38 Granted — — — Exercised — — — Forfeited and canceled — — — Outstanding at January 31, 2019 — $ — 6,250 $ 56.38 |
Summary of warrants outstanding and exercisable | Summary of warrants outstanding and exercisable as of January 31, 2019 is as follows: Range of Exercise Weighted Average Number of Warrants Number of Warrants $600 to $0.45 2.80 6,250 6,250 Summary of warrants outstanding and exercisable as of January 31, 2018 is as follows: Range of Exercise Weighted Average Number of Warrants Number of Warrants $600 to $ 0.45 2.80 6,250 6,250 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax asset | 2019 2018 Deferred tax asset: Net operating loss $ 59,749 $ 1,651,800 Less valuation allowance (59,749 ) (1,651,800 ) Net deferred tax asset $ $ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum lease obligations | Year Ended Amount Jan 31, 2020 $ 37,788 Jan 31, 2021 37,788 Jan 31, 2022 31,490 Total $ 107,066 Year Ended Amount Jan 31, 2020 $ 76,800 Jan 31, 2021 76,800 Jan 31, 2022 76,800 Jan 31, 2023 32,000 Total $ 262,400 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of changes in fair value of the derivative liability | Level 3 Derivatives Balance, January 31, 2017 $ 0 Change in Value of Derivatives $ 0 Balance, January 31, 2018 $ 0 Derivatives Assumed upon Reverse Merger $ 5,162,556 Changes due to Issuance of New Convertible Notes $ 387,881 Changes due to Conversion of Notes Payable $ (277,990 ) Mark to Market Change in Derivatives $ (3,231,187 ) Balance, January 31, 2019 $ 2,041,260 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Jan. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of assets and liabilities that the company was relieved of in the transaction | Dec, 2018 Cash $ (13 ) Accounts payable 30,937 Notes Payable 433,173 Deferred Revenue 4,818 Accrued Expenses 46,432 Preferred Stock 340,103 Common Stock 40,000 Gain on discontinued operations $ 895,450 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Jan. 31, 2019USD ($) | |
Accounting Policies [Abstract] | |
Consideration - issuance of securities | $ 2,792,647 |
Less: Net Assets | (7,605,750) |
Goodwill | $ (10,398,397) |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies (Details 1) - Subsidiaries [Member] | Dec. 31, 2018USD ($) |
Cash | $ (13) |
Accounts payable | 30,937 |
Notes Payable | 433,173 |
Deferred Revenue | 4,818 |
Accrued Expenses | 46,432 |
Preferred Stock | 340,103 |
Common Stock | 40,000 |
Gain on discontinued operations | $ 895,450 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Nov. 29, 2018 | Dec. 22, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | Aug. 08, 2019 | Feb. 27, 2018 | |
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||
Date of incorporation | Dec. 5, 2007 | |||||
Business acquisition transaction of equity securities, description | The Company entered into a transaction (the “Share Exchange”), pursuant to which the Company acquired 100% of the issued and outstanding equity securities of The 4LESS Corp. (“4LESS”), in exchange for the issuance of (i) nineteen thousand (19,000) shares of Series B Preferred Stock, (ii) six thousand seven hundred fifty (6,750) shares of Series C Preferred Stock, and (iii) 870 shares of Series D Preferred Stock. The Series C Preferred Shares have a right to convert into common stock of the Company by multiplying the number of issued and outstanding shares of common stock by 2.63 on the conversion date. | |||||
Percentage of customers funds return | 9.20% | 4.90% | ||||
Convertible notes | $ 1,900,160 | $ 65,500 | ||||
Fair value of business acquisition consideration | 2,792,647 | |||||
Business acquisition impairment of goodwill | (10,398,397) | |||||
Convertible Debt [Member] | ||||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||
Convertible notes | $ 2,209,180 | $ 0 | ||||
Series C Preferred Stock [Member] | ||||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||
Preferred stock shares outstanding | 6,750 | 0 | ||||
Warrant [Member] | ||||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||
Warrants to purchase common shares | 583 | |||||
Warrant [Member] | Series C Preferred Stock [Member] | ||||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||
Warrants to purchase common shares | 5,667 | |||||
Convertion of shares into preferred stock and warrants | 1,594,579 | 57,638,787 | ||||
Maximum [Member] | ||||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||
Federal statutory tax rate | 34.00% | |||||
Minimum [Member] | ||||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||||
Federal statutory tax rate | 21.00% |
Going Concern and Financial P_2
Going Concern and Financial Position (Details) - USD ($) | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 |
Going Concern and Financial Position (Textual) | |||
Accumulated deficit | $ (17,689,307) | $ (331,506) | |
Working capital deficit | 5,322,397 | ||
Cash and cash equivalents | $ 59,401 | $ 377,833 | $ 336,288 |
Property (Details)
Property (Details) - USD ($) | Jan. 31, 2019 | Jan. 31, 2018 |
Sub-total | $ 306,520 | $ 257,173 |
Less: Accumulated depreciation | (64,394) | (30,584) |
Total Property | 242,126 | 226,589 |
Office furniture, fixtures and equipment [Member] | ||
Sub-total | 78,421 | 10,263 |
Shop equipment [Member] | ||
Sub-total | 43,004 | 41,408 |
Vehicles [Member] | ||
Sub-total | $ 185,095 | $ 205,502 |
Property (Details Textual)
Property (Details Textual) - USD ($) | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Property (Textual) | ||
Purchase property | $ 1,000 | |
Depreciation expense | $ 40,958 | $ 27,268 |
Computers [Member] | ||
Property (Textual) | ||
Property for their estimated useful lives | 3 years | |
Other Assets [Member] | ||
Property (Textual) | ||
Property for their estimated useful lives | 7 years |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Jan. 31, 2019 | Jan. 31, 2018 |
Total | $ 437,893 | $ 183,649 |
Vehicle Note Payable [Member] | ||
Notes Payable | 38,690 | 44,424 |
Vehicle Note Payable One [Member] | ||
Notes Payable | 45,836 | |
Working Capital Note Payable [Member] | ||
Notes Payable | 93,389 | |
Working Capital Note Payable One [Member] | ||
Notes Payable | 153,057 | |
Amazon working capital note [Member] | ||
Notes Payable | 31,814 | |
SFS Funding Loan [Member] | ||
Notes Payable | 194,642 | |
Forklift Note Payable [Member] | ||
Notes Payable | $ 19,690 |
Notes Payable (Details 1)
Notes Payable (Details 1) | Jan. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
Jan 31, 2020 | $ 393,209 |
Jan 31, 2021 | 12,525 |
Jan 31, 2022 | 13,410 |
Jan 31, 2023 | 14,360 |
Jan 31, 2024 | 4,389 |
Post Jan 31, 2024 | |
Total | $ 437,893 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | 12 Months Ended | ||
Jan. 31, 2019 | Feb. 27, 2018 | Jan. 31, 2018 | |
Notes Payable (Textual) | |||
Note payable percentage | 25.00% | ||
Accrued interest payable | $ 0 | $ 0 | |
Vehicle Note Payable [Member] | |||
Notes Payable (Textual) | |||
Notes payable principal amount | $ 49,494 | ||
Maturity date | Apr. 19, 2017 | ||
Note payable percentage | 7.24% | ||
Maturity date, description | 72 payments of $851 starting May 29, 2017 and ending April 2023 | ||
Vehicle Note Payable One [Member] | |||
Notes Payable (Textual) | |||
Notes payable principal amount | $ 47,438 | ||
Maturity date | Sep. 28, 2017 | ||
Note payable percentage | 6.99% | ||
Maturity date, description | 72 payments of $810 starting November 8, 2017 Interest rate of 6.99%. In April 2018 the Note was paid in full. | ||
Working Capital Note Payable [Member] | |||
Notes Payable (Textual) | |||
Notes payable principal amount | $ 125,000 | ||
Maturity date | Oct. 9, 2017 | ||
Note payable percentage | 10.00% | ||
Maturity date, description | All eBay sales until paid in full, minimum payments of $12,695 per quarter, paid in full March 2018 | ||
Working Capital Note Payable One [Member] | |||
Notes Payable (Textual) | |||
Notes payable principal amount | $ 175,000 | ||
Maturity date | Jan. 15, 2019 | ||
Note payable percentage | 10.00% | ||
Maturity date, description | All eBay sales until paid in full, minimum payments of $12,695 per quarter until paid | ||
Amazon working capital note [Member] | |||
Notes Payable (Textual) | |||
Notes payable principal amount | $ 94,000 | ||
Maturity date | Sep. 6, 2018 | ||
Note payable percentage | 9.22% | ||
Maturity date, description | Monthly payments of $16,090.70. paid in full March 5, 2019 | ||
SFS Funding Loan [Member] | |||
Notes Payable (Textual) | |||
Notes payable principal amount | $ 298,400 | ||
Maturity date | Oct. 5, 2018 | ||
Note payable percentage | 24.00% | ||
Maturity date, description | Weekly payments of $7581, maturing October 9, 2019 | ||
Forklift Note Payable [Member] | |||
Notes Payable (Textual) | |||
Notes payable principal amount | $ 20,432 | ||
Maturity date | Sep. 26, 2018 | ||
Note payable percentage | 6.23% | ||
Maturity date, description | 60 monthly payments of $394.54 ending August 2023 |
Short-Term Convertible Debt (De
Short-Term Convertible Debt (Details) - USD ($) | 12 Months Ended | |||
Jan. 31, 2019 | Feb. 27, 2018 | Jan. 31, 2018 | ||
Interest rate | 25.00% | |||
Outstanding principal | $ 1,900,160 | |||
Debt Discount | $ (309,021) | |||
Nov 4, 2013 [Member] | ||||
Maturity date | Nov. 4, 2013 | |||
Interest rate | 12.00% | |||
Default interest rate | 12.00% | |||
Conversion price | $ 0.075 | |||
Outstanding principal | $ 100,000 | |||
Jan 31, 2014 [Member] | ||||
Maturity date | Jan. 31, 2014 | |||
Interest rate | 12.00% | |||
Default interest rate | 18.00% | |||
Conversion price | $ 0.10 | |||
Outstanding principal | $ 16,000 | |||
Apr 24, 2020 [Member] | ||||
Maturity date | Apr. 24, 2020 | |||
Interest rate | 12.00% | |||
Default interest rate | 24.00% | |||
Conversion price | $ 0.10 | |||
Outstanding principal | $ 69,730 | |||
July 31, 2013 [Member] | ||||
Maturity date | Jul. 31, 2013 | |||
Interest rate | 12.00% | |||
Default interest rate | 12.00% | |||
Conversion price | $ 0.06 | |||
Outstanding principal | $ 5,000 | |||
Jan 31, 2014 [Member] | ||||
Maturity date | Jan. 31, 2014 | |||
Interest rate | 12.00% | |||
Default interest rate | 12.00% | |||
Conversion price | $ 0.10 | |||
Outstanding principal | $ 30,000 | |||
Dec 24, 2015 [Member] | ||||
Maturity date | Dec. 24, 2015 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [1] | |||
Outstanding principal | $ 5,000 | |||
Sep 10, 2017 [Member] | ||||
Maturity date | Sep. 10, 2017 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [2] | |||
Outstanding principal | $ 37,958 | |||
Sep 10, 2017 [Member] | ||||
Maturity date | Sep. 10, 2017 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [2] | |||
Outstanding principal | $ 2,375 | |||
Sep 10, 2017 [Member] | ||||
Maturity date | Sep. 10, 2017 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [2] | |||
Outstanding principal | $ 16,600 | |||
Sep 10, 2017 [Member] | ||||
Maturity date | Sep. 10, 2017 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [2] | |||
Outstanding principal | $ 38,677 | |||
Dec 4, 2017 [Member] | ||||
Maturity date | Dec. 4, 2017 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [2] | |||
Outstanding principal | $ 25,000 | |||
Feb 3, 2017 [Member] | ||||
Maturity date | Feb. 3, 2017 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [3] | |||
Outstanding principal | $ 25,000 | |||
Mar 3, 2017 [Member] | ||||
Maturity date | Mar. 3, 2017 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [3] | |||
Outstanding principal | $ 30,000 | |||
Mar 3, 2017 [Member] | ||||
Maturity date | Mar. 3, 2017 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [3] | |||
Outstanding principal | $ 30,000 | |||
Mar 24, 2017 [Member] | ||||
Maturity date | Mar. 24, 2017 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [4] | |||
Outstanding principal | $ 10,950 | |||
Apr 24, 2020 [Member] | ||||
Maturity date | Apr. 24, 2020 | |||
Interest rate | 12.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [4] | |||
Outstanding principal | $ 738,896 | |||
July 8, 2015 [Member] | ||||
Maturity date | Jul. 8, 2015 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [1] | |||
Outstanding principal | $ 5,500 | |||
Apr 24, 2020 [Member] | ||||
Maturity date | Apr. 24, 2020 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [1] | |||
Outstanding principal | $ 4,500 | |||
Apr 24, 2020 [Member] | ||||
Maturity date | Apr. 24, 2020 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [1] | |||
Outstanding principal | $ 23,297 | |||
Apr 24, 2020 [Member] | ||||
Maturity date | Apr. 24, 2020 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [1] | |||
Outstanding principal | $ 7,703 | |||
Apr 24, 2020 [Member] | ||||
Maturity date | Apr. 24, 2020 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [1] | |||
Outstanding principal | $ 26,500 | |||
July 19, 2016 [Member] | ||||
Maturity date | Jul. 19, 2016 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [1] | |||
Outstanding principal | $ 5,000 | |||
Feb 3, 2017 [Member] | ||||
Maturity date | Feb. 3, 2017 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [3] | |||
Outstanding principal | $ 25,000 | |||
Dec 27, 2018 [Member] | ||||
Maturity date | Dec. 27, 2018 | |||
Interest rate | 15.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [5] | |||
Outstanding principal | $ 56,925 | |||
Dec 27, 2018 [Member] | ||||
Maturity date | Dec. 27, 2018 | |||
Interest rate | 15.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [5] | |||
Outstanding principal | $ 1,202 | |||
Jan 5, 2019 [Member] | ||||
Maturity date | Jan. 5, 2019 | |||
Interest rate | 15.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [5] | |||
Outstanding principal | $ 18,325 | |||
Feb 20, 2019 [Member] | ||||
Maturity date | Feb. 20, 2019 | |||
Interest rate | 10.00% | |||
Default interest rate | 10.00% | |||
Conversion price | [6] | |||
Outstanding principal | $ 274,438 | |||
Mar 23, 2019 [Member] | ||||
Maturity date | Mar. 23, 2019 | |||
Interest rate | 15.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [7] | |||
Outstanding principal | $ 12,355 | |||
Jun 6, 2019 [Member] | ||||
Maturity date | Jun. 6, 2019 | |||
Interest rate | 12.00% | |||
Default interest rate | 18.00% | |||
Conversion price | [8] | |||
Outstanding principal | $ 123,750 | |||
Oct 24, 2019 [Member] | ||||
Maturity date | Oct. 24, 2019 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [3] | |||
Outstanding principal | $ 47,250 | |||
Nov 14, 2019 [Member] | ||||
Maturity date | Nov. 14, 2019 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [3] | |||
Outstanding principal | $ 78,750 | |||
Dec 14, 2019 [Member] | ||||
Maturity date | Dec. 14, 2019 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [3] | |||
Outstanding principal | $ 130,000 | |||
Dec 28, 2019 [Member] | ||||
Maturity date | Dec. 28, 2019 | |||
Interest rate | 12.00% | |||
Default interest rate | 18.00% | |||
Conversion price | [7] | |||
Outstanding principal | $ 125,000 | |||
Jan 9, 2020 [Member] | ||||
Maturity date | Jan. 9, 2020 | |||
Interest rate | 8.00% | |||
Default interest rate | 24.00% | |||
Conversion price | [3] | |||
Outstanding principal | $ 62,500 | |||
[1] | 52% of the lowest trading price for the fifteen trading days prior to conversion day. | |||
[2] | 50% of the lowest trading price for the fifteen trading days prior to conversion day. | |||
[3] | 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.001. | |||
[4] | 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.005. | |||
[5] | 50% of the lowest trading price for the forty trading days prior to conversion day, but not higher than $0.000075. | |||
[6] | 60% of the lowest trading price for the fifteen trading days prior to conversion day. | |||
[7] | 50% of the lowest trading price for the twenty trading days prior to conversion day. | |||
[8] | 52% of the lowest trading price for the twenty trading days prior to conversion day. |
Short-Term Convertible Debt (_2
Short-Term Convertible Debt (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 25, 2018 | Jan. 31, 2019 | Jan. 31, 2018 | |
Short-Term Convertible Debt (Textual) | |||
Accrued interest payable | $ 463,839 | $ 0 | |
Interest payable | 308,976 | ||
Accrued interest | $ 54,124 | ||
Common shares | 478,388 | ||
Convertible debt, description | The Company entered into replacement notes with 4 existing note holders. The new notes combined the principal amounts of each of their existing notes along with each note’s accrued interest, extended the maturity dates to April 24, 2020 with an interest rate per annum of 15%. The total principal and accrued interest replaced were $538,353 and $308,976, respectively. | ||
Short term convertible debt, description | The lower of: (a) 50% lowest bid price of the common stock, as reported on the National Quotations Bureau OTC Markets which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 (twenty) prior trading days including the day of issuance of this herein Note or (b) 50% lowest bid price of the common stock, as reported on the National Quotations Bureau OTC Markets which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the 20 (twenty) prior trading days including the day upon which a Notice of Conversion of the Note, is received by the | ||
Convertible debt | $ 115,573 | ||
Fifteen Trading Days One [Member] | |||
Short-Term Convertible Debt (Textual) | |||
Lowest trading price percentage | 52.00% | ||
Fifteen Trading Days Two [Member] | |||
Short-Term Convertible Debt (Textual) | |||
Lowest trading price percentage | 50.00% | ||
Twenty Trading Days [Member] | |||
Short-Term Convertible Debt (Textual) | |||
Lowest trading price percentage | 50.00% | ||
Forty Trading Days [Member] | |||
Short-Term Convertible Debt (Textual) | |||
Lowest trading price percentage | 50.00% | ||
Conversion price per share | $ 0.000075 | ||
Fifteen Trading Days Three [Member] | |||
Short-Term Convertible Debt (Textual) | |||
Lowest trading price percentage | 50.00% | ||
Conversion price per share | $ 0.001 | ||
Fifteen Trading Days Four [Member] | |||
Short-Term Convertible Debt (Textual) | |||
Lowest trading price percentage | 50.00% | ||
Conversion price per share | $ 0.005 | ||
Fifteen Trading Days Five [Member] | |||
Short-Term Convertible Debt (Textual) | |||
Lowest trading price percentage | 60.00% | ||
Twenty Trading Days One[Member] | |||
Short-Term Convertible Debt (Textual) | |||
Lowest trading price percentage | 52.00% |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) | 12 Months Ended |
Jan. 31, 2019shares | |
Equity [Abstract] | |
Conversion of $115,573 Notes Payable and $54,124 Accrued Interest to Common Stock | 478,388 |
Conversion of Accrued Expenses to Common Stock with a value of $1,125 | 2,500 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details 1) | 12 Months Ended |
Jan. 31, 2019$ / sharesshares | |
Lender One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued To | Lender |
# Warrants | shares | 583 |
Dated | Jul. 2, 2015 |
Expire | Jul. 1, 2019 |
Strike Price | $ / shares | $ 600 |
Expired | Y |
Exercised | N |
Lender Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Issued To | Lender |
# Warrants | shares | 5,667 |
Dated | Jan. 8, 2018 |
Expire | Jan. 8, 2021 |
Strike Price | $ / shares | $ 0.45 |
Expired | N |
Exercised | N |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details 2) - $ / shares | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Warrants [Member] | ||
Number of outstanding | ||
Beginning balance | 6,250 | 959 |
Granted | 5,667 | |
Exercised | ||
Forfeited and canceled | (376) | |
Ending balance | 6,250 | 6,250 |
Weighted Average Exercise Price | ||
Beginning balance | $ 56.38 | $ 480 |
Granted | 0.45 | |
Exercised | ||
Forfeited and canceled | (360) | |
Ending balance | $ 56.38 | $ 56.38 |
Options [Member] | ||
Number of outstanding | ||
Beginning balance | ||
Granted | ||
Exercised | ||
Forfeited and canceled | ||
Ending balance | ||
Weighted Average Exercise Price | ||
Beginning balance | ||
Granted | ||
Exercised | ||
Forfeited and canceled | ||
Ending balance |
Stockholders' Deficit (Detail_3
Stockholders' Deficit (Details 3) - Warrant [Member] - $ / shares | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted Average Remaining Contractual Life (years) | 2 years 9 months 18 days | 2 years 9 months 18 days |
Number of Warrants Outstanding | 6,250 | 6,250 |
Number of Warrants Exercisable | 6,250 | 6,250 |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices | $ 0.45 | $ 0.45 |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices | $ 600 | $ 600 |
Stockholders' Deficit (Detail_4
Stockholders' Deficit (Details Textual) - USD ($) | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Stockholders' Deficit (Textual) | ||
Preferred stock, shares authorized | 20,000,000 | |
Preferred stock, par value | $ 0.001 | |
Optional redemption per share | 1,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares issued | 604,301 | 140,079 |
Common stock, shares outstanding | 604,301 | 140,079 |
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 |
Option and warrant expense | $ 0 | $ 0 |
Conversion of notes payable | 115,573 | |
Accrued Interest to common tock | 54,124 | |
Conversion of accrued expenses to common stock | $ 1,125 | |
Common Stock [Member] | ||
Stockholders' Deficit (Textual) | ||
Common stock, par value | $ 0.001 | |
Common stock, shares outstanding | 604,301 | 140,080 |
Common stock, shares authorized | 20,000,000,000 | |
Warrant [Member] | ||
Stockholders' Deficit (Textual) | ||
Warrants issued | 5,667 | |
Excercise price | $ 0.45 | |
Expire date | Jan. 8, 2021 | |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit (Textual) | ||
Preferred stock, shares authorized | 330,000 | 330,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 330,000 |
Preferred stock, shares outstanding | 0 | 330,000 |
Conversion price | $ 0.152 | |
Series B Preferred Stock [Member] | ||
Stockholders' Deficit (Textual) | ||
Preferred stock, shares authorized | 20,000 | 20,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 20,000 | 1,000 |
Preferred stock, shares outstanding | 20,000 | 1,000 |
Preferred stock voting rights, description | The Series B Preferred Stock have voting rights equal to 51% of the total voting rights at any time. | |
Series C Preferred Stock [Member] | ||
Stockholders' Deficit (Textual) | ||
Preferred stock, shares authorized | 6,750 | 6,750 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 6,750 | 0 |
Preferred stock, shares outstanding | 6,750 | 0 |
Conversion price | $ 2.63 | |
Series D Preferred Stock [Member] | ||
Stockholders' Deficit (Textual) | ||
Preferred stock, shares authorized | 870 | 870 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares outstanding designated. | 870 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Jan. 31, 2019 | Jan. 31, 2018 |
Deferred tax asset: | ||
Net operating loss | $ 59,749 | $ 1,651,800 |
Less valuation allowance | (59,749) | (1,651,800) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | ||
Dec. 22, 2017 | Jan. 31, 2019 | Jan. 31, 2018 | |
Income Taxes (Textual) | |||
cumulative net operating loss carryforward | $ 614,146 | $ 7,865,794 | |
Maximum [Member] | |||
Income Taxes (Textual) | |||
Corporate federal tax rate | 34.00% | ||
Minimum [Member] | |||
Income Taxes (Textual) | |||
Corporate federal tax rate | 21.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Jul. 01, 2018 | Aug. 30, 2016 |
Commitments and Contingencies Disclosure [Abstract] | ||
Jan 31, 2020 | $ 76,800 | $ 37,788 |
Jan 31, 2021 | 76,800 | 37,788 |
Jan 31, 2022 | 76,800 | 31,490 |
Jan 31, 2023 | 32,000 | |
Total | $ 262,400 | $ 107,066 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) - USD ($) | Jul. 01, 2018 | Jun. 01, 2015 | Apr. 30, 2018 | Aug. 30, 2016 | Jan. 31, 2019 | Jan. 31, 2018 |
Commitments and Contingencies (Textual) | ||||||
Operating leases, rent expense | $ 124,899 | $ 80,960 | ||||
Operating lease description | Major shareholder and landlord of 4Less, agreed to purchase 5% of 4Less (prior to the merger) from its largest shareholder for contributing $350,000 in cash to the 4 Less Corp. and $150,000 of rent concessions amortized over a 20 month period starting July 1, 2018. | |||||
Litigation description | There is pending litigation initiated by the Company around the validity of a $100,000 note which the Company signed based upon representations of funding from the maker which were never received. The Company initiated litigation to dispute the note and the 1,692 shares that have been issued. There was no consideration for the issuance of the shares and the shares have been accounted for as if they were returned and cancelled although they have not been returned. | |||||
Warehouse Facility One [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Operating leases, rent expense | $ 2,720 | |||||
Lease maintenance expense | $ 43,200 | 43,200 | ||||
Operating lease description | The Company entered into a 36-month lease agreement for its 2,590 sf office facility with a minimum base rent of $2,720 per month. | |||||
Warehouse Facility Two [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Operating leases, rent expense | $ 2,132 | |||||
Lease maintenance expense | 36,899 | 37,760 | ||||
Operating lease description | The Company entered into a 60-month lease agreement for its 3,554 sf warehouse facility starting in December 2016 with a minimum base rent of $2,132 and estimated monthly CAM charges of $1,017 per month. | |||||
Warehouse Facility Three [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Operating leases, rent expense | $ 6,400 | |||||
Lease maintenance expense | $ 44,800 | $ 0 | ||||
Operating lease description | The Company entered into a 60-month lease agreement with its minority shareholder for its 8,800 sf warehouse facility with a minimum base rent of $6,400 per month. |
Derivative Liabilities (Details
Derivative Liabilities (Details) - Level 3 Derivatives [Member] | 12 Months Ended |
Jan. 31, 2019USD ($) | |
Balance, January 31, 2017 | $ 0 |
Change in Value of Derivatives | 0 |
Balance, January 31, 2018 | 0 |
Derivatives Assumed upon Reverse Merger | 5,162,556 |
Changes due to Issuance of New Convertible Notes | 387,881 |
Changes due to Conversion of Notes Payable | (277,990) |
Mark to Market Change in Derivatives | (3,231,187) |
Balance, January 31, 2019 | $ 2,041,260 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details Textual) - USD ($) | 12 Months Ended | |
Jan. 31, 2019 | Jan. 31, 2018 | |
Derivative Liabilities (Textual) | ||
Gain in fair value of derivative liabilities | $ 3,231,187 | $ 0 |
Derivative liabilities | $ 2,041,260 | |
Maximum [Member] | ||
Derivative Liabilities (Textual) | ||
Expected stock price volatility | 697.00% | |
Expected term | 11 months 15 days | |
Risk-free interest rate | 3.12% | |
Minimum [Member] | ||
Derivative Liabilities (Textual) | ||
Expected stock price volatility | 197.00% | |
Expected term | 6 months | |
Risk-free interest rate | 2.66% |
Related Party Transactions (Det
Related Party Transactions (Details) - Related Party [Member] | Dec. 31, 2018USD ($) |
Cash | $ (13) |
Accounts payable | 30,937 |
Notes Payable | 433,173 |
Deferred Revenue | 4,818 |
Accrued Expenses | 46,432 |
Preferred Stock | 340,103 |
Common Stock | 40,000 |
Gain on discontinued operations | $ 895,450 |
Related Party Transactions (D_2
Related Party Transactions (Details Textual) - USD ($) | Jul. 01, 2018 | Apr. 30, 2018 | Dec. 31, 2017 | Sep. 01, 2016 | Aug. 30, 2016 | Jun. 01, 2015 | Dec. 31, 2017 | Jan. 31, 2019 | Jan. 31, 2018 |
Related Party Transactions (Textual) | |||||||||
Accrued expenses related party | $ 180,000 | $ 0 | |||||||
Received from shareholder loan | $ 100,000 | ||||||||
Debt bearing interest | 4.50% | ||||||||
Payment of accrued interest | $ 6,000 | ||||||||
Accrued interest on related party note payable | 0 | 1,875 | |||||||
Minority shareholder contributed amount | $ 212,692 | ||||||||
Debt, description | A major shareholder and landlord of 4Less, agreed to purchase 5% of 4Less (prior to the merger) from its largest shareholder for contributing $350,000 in cash to the 4 Less Corp. and $150,000 of rent concessions amortized over a 20 month period starting July 1, 2018. As of January 31, 2019, the balance of prepaid rent totaled $97,500. | ||||||||
36-month lease agreement [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Lease agreement, description | The company entered into a 36-month lease agreement with its minority shareholder for its 2,590 sf office facility with a minimum base rent of $2,720 per month. | ||||||||
Payment of base rent and share of maintenance expense | 43,200 | 36,156 | |||||||
60-month lease agreement [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Lease agreement, description | The company entered into a 60-month lease agreement for its 3,554 sf warehouse facility starting in December 2016 with a minimum base rent of $2,132 and estimated monthly CAM charges of $1,017 per month. | ||||||||
Payment of base rent and share of maintenance expense | 36,899 | 37,760 | |||||||
60-month lease agreement [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Lease agreement, description | The company entered into a 60-month lease agreement with its minority shareholder for its 8,800 sf warehouse facility with a minimum base rent of $6,400 per month. | ||||||||
Payment of base rent and share of maintenance expense | $ 44,800 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jul. 11, 2019 | Jun. 11, 2019 | May 24, 2019 | May 15, 2019 | May 14, 2019 | Apr. 12, 2019 | Apr. 03, 2019 | Mar. 01, 2019 | Feb. 28, 2018 | Jul. 31, 2019 | Jun. 26, 2019 | Jan. 31, 2019 | Apr. 05, 2019 | Feb. 27, 2018 | Jan. 31, 2018 |
Subsequent Events (Textual) | |||||||||||||||
Conversion of stock issuance shares | 478,388 | ||||||||||||||
Convertible note amount | $ 1,900,160 | $ 65,500 | |||||||||||||
Bears interest at per annum | 25.00% | ||||||||||||||
Debt issuance date | 12 months | ||||||||||||||
Convertible Debt [Member] | |||||||||||||||
Subsequent Events (Textual) | |||||||||||||||
Conversion of stock issuance shares | 28,145,433 | ||||||||||||||
Conversion of stock amount | $ 484,715 | ||||||||||||||
Interest of convertible notes amount | $ 177,019 | ||||||||||||||
Conversion price percentage | 50.00% | ||||||||||||||
Convertible note amount | $ 2,209,180 | $ 0 | |||||||||||||
Forecast [Member] | |||||||||||||||
Subsequent Events (Textual) | |||||||||||||||
Convertible note amount | $ 60,000 | $ 85,000 | $ 40,000 | $ 52,500 | $ 55,000 | $ 75,000 | $ 172,149 | $ 184,275 | $ 76,000 | ||||||
Bears interest at per annum | 15.00% | 15.00% | 15.00% | 8.00% | 15.00% | 10.00% | 8.00% | 15.00% | 15.00% | ||||||
Debt of principal amount | $ 50,000 | $ 50,556 | |||||||||||||
Repayment of principal balance plus accrued interest | $ 14,943 | ||||||||||||||
First tranche of fund | 117,149 | $ 61,425 | |||||||||||||
Net proceeds of amount | $ 57,000 | $ 80,000 | $ 38,000 | $ 50,000 | $ 50,000 | $ 67,250 | $ 167,149 | $ 56,500 | $ 72,500 | ||||||
Debt issuance date | 12 months | 12 months | 12 months | 12 months | 12 months | 9 months | 12 months | 12 months | 12 months | ||||||
Debt converted, description | The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion. | The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion. | The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion. | The note can be converted at a price equal to 50% of the lowest Trading price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion. | The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion. | The note can be converted at a price equal to 50% of the lowest trading price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion. | The note can be converted at a price equal to 50% of the lowest trading price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion. | The note can be converted at a price equal to 45% of the lowest trading/closing bid price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion. | The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 25 days prior to the conversion. |