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STOCKHOLDERS' DEFICIT
 12 Months Ended
Jan. 31, 2017
STOCKHOLDERS' DEFICIT {1}  
STOCKHOLDERS' DEFICIT

10. STOCKHOLDERS’ DEFICIT

 

Preferred Shares

 

The Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.001 per share.

 

No shares of preferred stock were issued or outstanding during the fiscal years ended January 31, 2017 and 2016.

 

Subsequent to January 31, 2017, the directors signed a resolution to restructure the preferred shares. The preferred shares were changed to Preferred Series A shares with a par value of $.001 and the Series B preferred shares with a par value of $.001 that are redeemable after one year $1.00 at the holders option with interest of 6% payable annually on April 28, 2017. The Series B preferred shares become mandatorily redeemable at $1.00 five years after issuance.

 

Common Shares

 

On October 31, 2016 the directors unanimously agreed to increase the authorized common shares to 300,000,000 at par value of $.0001.

 

Subsequent to January 31, 2017, the Company restructured its common shares by increasing authorized shares from 300,000,000 to 750,000,000 common shares with a par value of $.0001. The preferred shares were changed to Preferred Series A super voting shares with a par value of $.001 and the Company added Series B preferred shares that are valued at 1.00 with interest of 6% payable annually.

 

On October 16, 2015, 102,000,000 shares of the Company’s common stock were issued at $.0001 per share to management as follows: Jeffrey Jolliffe – 1,000,000; Carl Hussey, Treasurer – 2,000,000; Joseph Gagnon, Secretary - 2,000,000; Glenda Dowie, President & CEO – 97,000,000. All shares are restricted Section 144 shares. $10,200 is added in the stockholders’ equity section of the financial statements for the value of these shares.

 

In addition, the Directors approved the new conversion terms for outstanding loan to Meador and subsequently, part of the debt was sold to an unrelated party. On October 26, 2015, the Company issued 5,000,000 shares of its common stock at a fair value of $0.0001 per share to an unrelated third party in satisfaction of $500 in notes payable that was assigned to the third party as referred to in Note 6.-- Convertible Notes Payable. The fair value of $0.0001 per share was established with the unrelated third party based on the fact that the Company has had only limited operations to date, incurred losses since inception and has a shareholder deficit in excess of $200,000. Further debt was sold on December 12, 2016 to an unrelated third party being 10,000,000 shares of its common stock at a fair par value of $0.0001 per share. The value was established based on that the Company had limited operations to date.

 

In December 23, 2015, the Company issued 26,670 shares of its common stock at a fair value of $ 20,000, respectively, for service rendered by unrelated third parties.

 

During the year ended January 31, 2016, the Company recognized a debt discount of $102,431 related to the conversion of notes payable for common stock.

 

On March 18, 2016, the directors approved 100,000 shares of the Company’s common stock be issued to Azur Universal Inc and were issued at $.65 per share as per the agreement signed July 8, 2014 The amount was recorded as deposit on software acquisition under other current assets.

 

The Company has retained three unrelated parties as Consultants to help develop investor awareness in the Company through varied campaigns that revolve around contacting known sophisticated investors through media outlets, newsletters, emails and direct telephone calls. The consultants are compensated in combination of cash and restricted common shares. In May and June, the Company issued 4,283,333 shares of its common stock for services rendered by unrelated third parties. This represents payments to invoices totaling $229,182.

 

On July 20, 2016, the directors approved 900,000 of the Company’s shares (book value of $26,100) be issued to Azur Universal Inc and were issued at $.029 cents per share to acquire the license rights and source code for the Global Trader software. The directors proceeded with purchasing the asset and declined to purchase the company at this time. An 8-K form was filed and a press release was sent out. The shares were issued in August and the license and rights have been acquired.

 

The Company also filed an 8-K form, in May 2016, noting a share buyback program adopted by the directors to help offset future share dilution stemming from borrowing activities. The directors believe it is important to demonstrate confidence in the strength of our business plan and to reinforce our ongoing commitment to improving shareholder returns. To date no shares have been purchased and we are continuing to work with our broker dealer to establish an active account and a trading plan within their guidelines.

 

The Company was able to partially pay its debt obligations and the balance of the outstanding notes was repaid from conversion of shares. The Company issued 93,027,033 with a total value of $240,704 throughout the year.

 

During the year ended January 31, 2017, the Company entered into a convertible note with a beneficial conversion feature. The beneficial conversion feature was valued at $15,000 and was recorded as a debt discount.

 

On December 14, 2016, the Company issued 15,000,000 shares of it restricted common stock at the fair value of $57,000 to the CEO, Glenda Dowie, against accrued compensation.

 

In January 27 2017, a consultant returned a certificate for 1,500,000 common shares used to secure an agreement with the Company when the parties mutually agreed the services sought were not provided to the full extent both anticipated. The total number of outstanding shares was adjusted accordingly.

 

Stock Options

 

The Company adopted the 2013 Equity Incentive Plan (the “Plan”) on January 31, 2012, reserving 5,500,000 shares for future issuances, of which a maximum of 2,500,000 may be issued as incentive stock options. The Plan provides for the issuance of non-statutory stock options or restricted stock to officers and employees, with an exercise price that is at least equal to the fair market value of the Company’s common stock on the date of grant. Vesting terms and the lives of the options are to be determined by the Board of Directors upon grant. As of January 31, 2017 and 2016, no options have been issued under this Plan.