10. STOCKHOLDERS' DEFICIT	9 Months Ended
Oct. 31, 2017
Notes
10. STOCKHOLDERS' DEFICIT	10. 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. The Series A Preferred Stock has 2,000 votes per share and is convertible into shares of the Company’s common stock at a conversion ratio of 2,000 shares of common stock for each share of preferred stock. The Series A Preferred Stock has a liquidation preference equal to the original issue price. The Series B Preferred Stock bears dividends (interest) at an annual rate of six percent (6%) payable annually and is convertible into shares of the Company’s common stock at a conversion price of 90% of the average closing sale price for the Company’s common stock for the two trading days prior to conversion. The Series B Preferred Stock may be redeemed by the Company at any time prior to conversion at its face amount plus accrued but unpaid dividends. The Series B Preferred Stock has a liquidation preference equal to the greater of (a) the value of the common shares into which it could be converted or (b) its face amount plus accrued but unpaid dividends. The Series B Preferred Stock is without voting rights except as required by the Delaware General Corporation Law. During the nine months ending October 31, 2017 the Company received proceeds of $65,000 for the issuance of 65,000 shares of Series B Preferred shares. For the three and nine months ended October 31, 2017, total dividends applicable to Series B Preferred Stock was $952 and $1,807, respectively. 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 $1,807 as of October 31, 2017. During the six months ending July 31, 2017 the Company issued 1,000,000 shares of Series A preferred shares to the current board of directors. Each preferred share gets 2,000 votes and is convertible into 2,000 shares of common stock. The preferred shares were valued at $868,654 and recorded as director compensation. The Company’s CEO, who was issued 920,000 of the Series A preferred shares has agreed to forgo her conversion rights associated with the Series A shares. *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 nine months ending October 31, 2017 the Company received proceeds of $65,000 for the issuance of 28,424,030 shares of common stock. During the nine months ending October 31, 2017 the Company issued 8,832,530 shares of common stock in settlement of $15,000 of accounts payable. In conjunction with this settlement a loss of $11,497 was recognized. During the nine months ending October 31, 2017 the Company issued 20,000,000 shares of common stock as settlement of a $10,000 note payable. A loss on settlement of $62,000 was recorded in conjunction with the settlement. During the nine months ending October 31, 2017 the Company issued 2,700,000 shares of common stock as settlement of convertible notes payables. During the nine months ending October 31, 2017 the Company has purchased 886,749 common shares from the market for $10,000 (average of $0.0113 per share) under the registered Buy Back plan that is in effect until January 31, 2018 and may be extended by the Directors. The Buy Back plan was approved by the board on October 3, 2017 and authorized the repurchase of up to 25,000,000 common shares. *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 October 31, 2017, no options have been issued under this Plan.

10. STOCKHOLDERS' DEFICIT

9 Months Ended

Oct. 31, 2017

10. 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.

The Series A Preferred Stock has 2,000 votes per share and is convertible into shares of the Company’s common stock at a conversion ratio of 2,000 shares of common stock for each share of preferred stock. The Series A Preferred Stock has a liquidation preference equal to the original issue price.

The Series B Preferred Stock bears dividends (interest) at an annual rate of six percent (6%) payable annually and is convertible into shares of the Company’s common stock at a conversion price of 90% of the average closing sale price for the Company’s common stock for the two trading days prior to conversion. The Series B Preferred Stock may be redeemed by the Company at any time prior to conversion at its face amount plus accrued but unpaid dividends. The Series B Preferred Stock has a liquidation preference equal to the greater of (a) the value of the common shares into which it could be converted or (b) its face amount plus accrued but unpaid dividends. The Series B Preferred Stock is without voting rights except as required by the Delaware General Corporation Law.

During the nine months ending October 31, 2017 the Company received proceeds of $65,000 for the issuance of 65,000 shares of Series B Preferred shares.

For the three and nine months ended October 31, 2017, total dividends applicable to Series B Preferred Stock was $952 and $1,807, respectively. 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 $1,807 as of October 31, 2017.

During the six months ending July 31, 2017 the Company issued 1,000,000 shares of Series A preferred shares to the current board of directors. Each preferred share gets 2,000 votes and is convertible into 2,000 shares of common stock. The preferred shares were valued at $868,654 and recorded as director compensation. The Company’s CEO, who was issued 920,000 of the Series A preferred shares has agreed to forgo her conversion rights associated with the Series A shares.

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 nine months ending October 31, 2017 the Company received proceeds of $65,000 for the issuance of 28,424,030 shares of common stock.

During the nine months ending October 31, 2017 the Company issued 8,832,530 shares of common stock in settlement of $15,000 of accounts payable. In conjunction with this settlement a loss of $11,497 was recognized.

During the nine months ending October 31, 2017 the Company issued 20,000,000 shares of common stock as settlement of a $10,000 note payable. A loss on settlement of $62,000 was recorded in conjunction with the settlement.

During the nine months ending October 31, 2017 the Company issued 2,700,000 shares of common stock as settlement of convertible notes payables.

During the nine months ending October 31, 2017 the Company has purchased 886,749 common shares from the market for $10,000 (average of $0.0113 per share) under the registered Buy Back plan that is in effect until January 31, 2018 and may be extended by the Directors. The Buy Back plan was approved by the board on October 3, 2017 and authorized the repurchase of up to 25,000,000 common shares.

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 October 31, 2017, no options have been issued under this Plan.