9. STOCKHOLDERS' DEFICIT	3 Months Ended
Apr. 30, 2017
Notes
9. STOCKHOLDERS' DEFICIT	9. STOCKHOLDERS’ DEFICIT *Preferred Shares* The Company is authorized to issue 100,000,000 shares of preferred stock, par value $0.001 per share. During the quarter ending April 30, 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 holder’s 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. The Series B preferred shares become convertible at time following the first anniversary of the issuance of the shares into Common Stock at the 90% of the average Closing Sales Price of the company's common stock for the 2 trading days prior to the conversion date. During the quarter ending April 30, 2017 the Company received proceeds of $35,000 for the issuance of 35,000 shares of Series B Preferred shares. For the period ended April 30, 2017, total dividends applicable to Series B Preferred Stock was $246. The Company did not declare or pay any dividends in 2017. Although no dividends have been declared, the cumulative total of preferred stock dividends due to these stockholders upon declaration was $246 as of April 30, 2017. *Common Shares* During the quarter ending April 30, 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. During the quarter ending April 30, 2017, 11,800,000 shares of common stock were issued in settlement of the $1,180 stock payable. During the quarter ending April 30, 2017 the Company received proceeds of $35,000 for the issuance of 20,588,233 shares of common stock. *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 April 30, 2017, no options have been issued under this Plan.

9. STOCKHOLDERS' DEFICIT

3 Months Ended

Apr. 30, 2017

9. STOCKHOLDERS’ DEFICIT

Preferred Shares

The Company is authorized to issue 100,000,000 shares of preferred stock, par value $0.001 per share.

During the quarter ending April 30, 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 holder’s 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. The Series B preferred shares become convertible at time following the first anniversary of the issuance of the shares into Common Stock at the 90% of the average Closing Sales Price of the company's common stock for the 2 trading days prior to the conversion date.

During the quarter ending April 30, 2017 the Company received proceeds of $35,000 for the issuance of 35,000 shares of Series B Preferred shares.

For the period ended April 30, 2017, total dividends applicable to Series B Preferred Stock was $246. The Company did not declare or pay any dividends in 2017. Although no dividends have been declared, the cumulative total of preferred stock dividends due to these stockholders upon declaration was $246 as of April 30, 2017.

Common Shares

During the quarter ending April 30, 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.

During the quarter ending April 30, 2017, 11,800,000 shares of common stock were issued in settlement of the $1,180 stock payable.

During the quarter ending April 30, 2017 the Company received proceeds of $35,000 for the issuance of 20,588,233 shares of common stock.

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 April 30, 2017, no options have been issued under this Plan.