On January 8, 2014, the Company issued an unsecured convertible note to one investor (as that term is defined under the Securities Act of 1933, as amended) in the aggregate amount of $50,000. This convertible note accrues interest at the rate of 19% per annum and is convertible at $0.0001. The Company secured an initial extension of the convertible note to January 29, 2015 and subsequently obtained a further extension to December 31, 2016. The note has been reduced to $28,500 through the sales of part of the debt to unrelated third parties in prior periods as of January 31, 2018 and July 31, 2018.

The Company is currently in discussions with the lender to further extend the maturity date. The note has been verbally extended, we are working to document the extension in writing. Until such time as that is completed the note is considered past due.

During the quarter ended January 31, 2018, the noteholder sold $5,000 of this note to an unrelated party. During the quarter ended April 30, 2018, this note was converted to 10,000,000 shares of common stock.

On April 17, 2015, the Company received $5,000 by way of an unsecured short-term loan from a non-related party for a term of 60 days that was later extended until April 23, 2017. Principal and interest at 8% per annum accrued thereon are due and payable on April 23, 2017 and is further renewable. Also, the lender has the right to convert the principal and accrued interest into shares of the Company’s common stock at $0.01 cents. The Company is currently in discussions with the lender to further extend the maturity date. The note has been verbally extended, we are working to document the extension in writing. Until such time, as that is completed, the note is considered past due.

On October 2, 2015, the Company received $12,500 by way of an unsecured short-term loan from a non-related party for a term of one year. Principal and interest at 8% per annum accrued thereon are due and payable on October 1, 2016. Also, the lender has the right to convert the principal and accrued interest into shares of the Company’s common stock. The conversion rate was equal to the fair market value of the Company’s common stock on the date of issuance or $0.20 per share. This loan has been extended until October 1, 2017. This note is currently in default and Management is working with the lender to resolve the best path to retire this debt.

During the six months ended July 31, 2018, a payment of $750 was made on the note bringing the balance down to $11,750.

On August 28, 2017, the Company received proceeds of $44,500 related to a convertible note payable of $50,000. The note is due and payable twelve months from the issuance date and bears interest at 8% per annum with an original issuance discount of $5,500. If the Note is paid off prior to the due date, the Company is required to pay the face amount plus a scaled penalty ranging from 10% to 35% depending on the repayment date. Also noted, after 181 days from the issuance date, the Note is convertible into the shares of the Company’s common stock. The conversion rate is equal to 55% of the market price during the previous 10 trading days.

On February 25, 2018, due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability. The day one derivative liability was $73,612 resulting in a discount of $25,000 on the note payable and a day one loss of $48,612. In conjunction with this derivative liability other convertible instruments were evaluated for derivative liability treatment.

During the quarter ended April 30, 2018, a payment of $35,000 was made to the debt holder with $25,000 being applied to the principal balance and the remaining to fees related to a temporary agreement to remove the conversion feature from the instrument. The fees were included in interest expense on the Statement of Operations. As of July 31, 2018 the remaining balance is convertible in accordance with the terms of the original agreement.

The Company entered into an agreement on November 14, 2017 for a new convertible note for $155,000. The note is due and payable six months from the issuance date and bears interest at 0% per annum with an original issuance discount of $25,000 plus $5,000 of legal fees due at closing. If the Note is paid off prior to the due date, the Company is required to pay the face amount plus a penalty of 25%. Also noted, after 181 days from the issuance date, the Note is convertible into the shares of the Company’s common stock. The conversion rate is equal to 55% of the market price during the previous 15 trading days.

On May 14, 2018, the Company amended this agreement to extend the maturity date to July 14, 2018 and was charged $11,000. On July 14, 2018, the Company amended this agreement to extend the maturity date to August 14, 2018 and was charged $5,500. Each of these extension fees were charged to loss on modification of convertible notes payable.

On May 14, 2018, the note holder converted $15,000 of the note into 5,928,854 shares of stock in accordance with the conversion terms. As a result of the conversion $17,490 of the derivative liability was reclassified to additional paid in capital.

On May 14, 2018, due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability. The day one derivative liability was $384,016 and recorded as a day one loss due to the note being fully matured. The conversion features related to the increase in the principal balances of $11,000 and $5,500 were also bifurcated from the note and recorded as a derivative liability. Related to the May 14, 2018 amendment, the day one derivative liability was $17,808 resulting in a discount of $11,000 on the note payable and a day one loss of $6,808. Related to the July 14, 2018 amendment, the day one derivative liability was $5,970 resulting in a discount of $5,500 on the note payable and a day one loss of $470.

The Company had executed three lending arrangements with a related party, affiliated to the CEO of the company. The effective dates of the loans are November 24, 2015, December 8, 2015 and January 14, 2016. The loan amounts are $3,000, $16,121 and $1,500, respectively, with interest accruing at 5% per annum. Repayment is in one lump sum due and payable on or before December 31, 2018, December 31, 2018 and January 31, 2019, respectively.

The Company has executed two additional notes with the same related party. The effective dates of the additional loans are March 10, 2016 and March 15, 2016. The loan amounts are $2,770 and $2,885, respectively, with interest accruing at 5% per annum. Repayment is in one lump sum due and payable on or before January 31, 2019. All notes are convertible, at the holder’s request, into shares of the Company’s common stock at the rate of $9.50 per share.

The Company entered into an agreement with an accredited investor on April 4, 2018 for a new convertible note for $150,000. The note is due and payable twelve months from the issuance date and bears interest at 8% per annum with an original issuance discount of $15,000 plus $2,500 of legal fees due at closing. If the Note is paid off prior to the due date, the Company is required to pay the face amount plus a penalty up to 50% depending on the timing. Also noted, after 181 days from the issuance date, the Note becomes convertible into the shares of the Company’s common stock. The conversion rate is equal to the lower of $0.006 or 55% of the market price during the previous 12 trading days.

The Company entered into an agreement on May 18, 2018 for a new convertible note for $43,000 and received cash proceeds of $40,000. The note is due and payable on February 28, 2019 and bears interest at 8% per annum. If the Note is paid off prior to the due date, the Company is required to pay the face amount plus a penalty up to 42% depending on when it is prepaid. Also noted, after 181 days from the issuance date, the Note is convertible into the shares of the Company’s common stock. The conversion rate is equal to the greater of 58% of the average of the two lowest trading prices during the previous 15 trading days or $0.00008.

The Company entered into an additional agreement with this party on June 15, 2018 for a new convertible note for $63,000 and received cash proceeds of $60,000. The note is due and payable on March 30, 2019 from the issuance date and bears interest at 8% per annum. If the Note is paid off prior to the due date, the Company is required to pay the face amount plus a penalty up to 42% depending on when it is prepaid. Also noted, after 181 days from the issuance date, the Note is convertible into the shares of the Company’s common stock. The conversion rate is equal to 58% of the average of the two lowest trading prices during the previous 15 trading days.

The following table summarizes all convertible notes outstanding as of July 31, 2018 and January 31, 2018:

Holder				Carrying Value
*Third Parties*	Issue Date	Due Date		July 31, 2018		January 31, 2018
Noteholder 1a	1/8/2014	Past Due	$	28,500	$	28,500
Noteholder 1b	4/23/2015	Past Due		5,000		5,000
Noteholder 1c	11/27/2017	Past Due		-		5,000
Noteholder 2	10/2/2015	Past Due		11,750		12,500
Noteholder 3	8/28/2017	8/28/2018		25,000		50,000
Noteholder 4	11/14/2017	8/14/2018		156,500		155,000
Noteholder 6	4/4/2018	4/4/2019		150,000		-
Noteholder 7a	5/18/2018	2/28/2019		43,000		-
Noteholder 7b	6/15/2018	3/30/2019		63,000		-
Related Parties
Noteholder 5a	11/23/2015	12/31/2018		3,000		3,000
Noteholder 5b	12/8/2015	12/31/2018		16,121		16,121
Noteholder 5c	1/12/2016	1/31/2019		1,500		1,500
Noteholder 5d	3/10/2016	1/31/2019		2,770		2,770
Noteholder 5e	3/15/2016	1/31/2019		2,885		2,885

Total Convertible Notes Payable				509,026		282,276
Less: net discount on convertible notes payable				(26,291)		(26,481)
Less, current portion				(482,735)		(255,795)
Long term portion of convertible notes payable			$	-	$	-