0001493152-17-014667.txt : 20171215 0001493152-17-014667.hdr.sgml : 20171215 20171215170917 ACCESSION NUMBER: 0001493152-17-014667 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 48 CONFORMED PERIOD OF REPORT: 20171031 FILED AS OF DATE: 20171215 DATE AS OF CHANGE: 20171215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTY STAR URANIUM & METALS CORP. CENTRAL INDEX KEY: 0001172178 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 270019071 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-50071 FILM NUMBER: 171259722 BUSINESS ADDRESS: STREET 1: 5610 E SUTLER LANE CITY: TUCSON STATE: AZ ZIP: 85712 BUSINESS PHONE: 520-425-1433 MAIL ADDRESS: STREET 1: 5610 E SUTLER LANE CITY: TUCSON STATE: AZ ZIP: 85712 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY STAR GOLD CORP DATE OF NAME CHANGE: 20040210 FORMER COMPANY: FORMER CONFORMED NAME: TITANIUM INTELLIGENCE INC DATE OF NAME CHANGE: 20020425 10-Q 1 form10q.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2017

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 000-50071

LIBERTY STAR URANIUM & METALS CORP.
(Exact name of registrant as specified in its charter)

Nevada		90-0175540
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

5610 E Sutler Lane, Tucson, Arizona		85712
(Address of principal executive offices)		(Zip code)

520.731.8786
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(Check one):

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]
		Emerging growth company	[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,307,050,510 as of December 15, 2017.

TABLE OF CONTENTS

		Page
	PART I

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18

	PART II

Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
	Signatures	21

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our consolidated financial statements are stated in United States Dollars (US$) and are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements. The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this quarterly report. As used in this quarterly report, the terms “we”, “us”, “the Company”, and “Liberty Star” mean Liberty Star Uranium & Metals Corp. and our subsidiaries, Big Chunk Corp. and Hay Mountain Super Project, LLC, unless otherwise indicated. All dollar amounts refer to U.S. dollars unless otherwise indicated.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

LIBERTY STAR URANIUM & METALS CORP.

CONSOLIDATED BALANCE SHEETS

	October 31, 2017			January 31, 2017
	(Unaudited)
Assets

Current:
Cash and cash equivalents	$	22,820		$	5,042
Prepaid expenses		4,622			3,710
Total current assets		27,442			8,752

Property and equipment, net		5,004			8,466
Total assets	$	32,446		$	17,218

Liabilities and Stockholders’ Deficit

Current:
Convertible promissory note, net of debt discount of $35,383 and $2,646		224,739			30,821
Accounts payable and accrued liabilities		381,070			443,837
Accounts payable to related party		34,798			34,798
Accrued wages to related parties		668,574			610,695
Derivative liability		241,689			-
Total current liabilities		1,550,870			1,120,151

Total liabilities		1,550,870			1,120,151

Commitments and Contingencies (Note 10)

Stockholders’ deficit

Common stock - $.00001 par value; 6,250,000,000 authorized; 2,265,686,911 and 2,003,844,312 shares issued and outstanding		22,657			20,038
Stock subscription receivable		(55,673	)		(55,673	)
Additional paid-in capital		53,382,341			53,077,578
Accumulated deficit		(54,867,749	)		(54,144,876	)
Total stockholders’ deficit		(1,518,424	)		(1,102,933	)

Total liabilities and stockholders’ deficit	$	32,446		$	17,218

The Accompanying Notes are an Integral Part of the Unaudited Consolidated Financial Statements

LIBERTY STAR URANIUM & METALS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	October 31,						October 31,
	2017			2016			2017			2016
Revenues	$	-		$	-		$	-		$	-
Expenses:
Geological and geophysical costs		5,938			25,707			52,963			70,489
Salaries and benefits		76,920			89,715			229,571			262,268
Public relations		455			3,353			25,925			19,931
Depreciation		1,053			1,277			3,462			4,420
Legal		5,330			-			22,729			47,154
Professional services		19,250			22,750			63,148			75,094
General and administrative		57,411			64,740			140,258			175,318
Travel		2,051			1,598			11,360			6,027
Net operating expenses		168,408			209,140			549,416			660,701
Loss from operations		(168,408	)		(209,140	)		(549,416	)		(660,701	)

Other income (expense):
Interest expense		(105,315	)		(76,544	)		(174,319	)		(281,453	)
Loss on settlement of accounts payable		-			-			(9,333	)		-
Gain (loss) on change in fair value of derivative liability		10,195			17,408			10,195			(184,793	)
Total other expense		(95,120	)		(59,136	)		(173,457	)		(466,246	)
Net loss		(263,528	)		(268,276	)		(722,873	)		(1,126,947	)

Net loss per share of common stock - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of shares of common
stock outstanding - basic and diluted		2,199,444,601			1,841,867,754			2,108,745,039			1,713,653,064

The Accompanying Notes are an Integral Part of the Unaudited Consolidated Financial Statements

LIBERTY STAR URANIUM & METALS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended
	October 31
	2017			2016

Cash flows from operating activities:
Net loss	$	(722,873	)	$	(1,126,947	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		3,462			4,420
Amortization of debt discount		134,263			240,050
Loss on settlement of accounts payable		9,333			-
(Gain) loss on change in fair value of derivative liabilities		(10,195	)		184,793
Share-based compensation		6,991			72,000
Common shares issued for third party services		3,748			47,500
Warrants issued for third party services		-			540
Changes in assets and liabilities:
Prepaid expenses		(912	)		3,548
Other current assets		-			1,152
Accounts payable and accrued expenses		(18,767	)		72,098
Accrued wages related parties		57,879			92,452
Accrued interest		17,615			22,600
Cash flows used in operating activities:		(519,456	)		(385,794	)

Cash flows from financing activities:
Payments on long-term debt		-			(562	)
Principal activity on convertible promissory notes		304,000			78,000
Proceeds from the issuance of common stock, net of expenses		233,234			317,729
Net cash provided by financing activities		537,234			395,167

Increase in cash and cash equivalents		17,778			9,373
Cash and cash equivalents, beginning of period		5,042			536
Cash and cash equivalents, end of period	$	22,820		$	9,909

Supplemental disclosure of cash flow information:
Income tax paid	$	-		$	-
Interest paid	$	19,671		$	18,805
Supplemental disclosure of non-cash items:
Resolutions of derivative liabilities due to debt conversions	$	152,007		$	237,997
Warrants reclassed to derivative liabilities	$	-		$	176,058
Debt discounts due to derivative liabilities	$	148,000		$	225,969
Common stock issued for conversion of debt and interest	$	113,960		$	241,604
Shares issuance for settlement of accounts payable	$	44,000		$	-
APIC reclassed to derivative liability from tainted warrants	$	255,891		$	-

The Accompanying Notes are an Integral Part of the Unaudited Consolidated Financial Statements

LIBERTY STAR URANIUM & METALS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – Interim financial statement disclosure

The consolidated financial statements included herein have been prepared by Liberty Star Uranium & Metals Corp. (the “Company”, “we”, “our”) without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and should be read in conjunction with our annual report on Form 10-K for the year ended January 31, 2017 as filed with the SEC under the Securities and Exchange Act of 1934 (the “Exchange Act”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, as permitted by the SEC, although we believe the disclosures which are made are adequate to make the information presented not misleading. The consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at October 31, 2017 and the results of our operations and cash flows for the periods presented.

Interim results are subject to significant seasonal variations and the results of operations for the three and nine months ended October 31, 2017 are not necessarily indicative of the results to be expected for the full year.

NOTE 2 – Going concern

The Company has incurred losses from operations, and requires additional funds for further exploratory activity and to maintain its claims prior to attaining a revenue generating status. There are no assurances that a commercially viable mineral deposit exists on any of our properties. In addition, the Company may not find sufficient ore reserves to be commercially mined. As such, there is substantial doubt about the Company’s ability to continue as a going concern.

Management is working to secure additional funds through the exercise of stock warrants already outstanding, equity financings, debt financings or joint venture agreements. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 3 – Summary of Significant Accounting Policies

Fair Value

ASC 820 Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services.

Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.

Our financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible notes payable, and derivative liability. It is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from these financial instruments. With the exception of the derivative liability, the fair value of these financial instruments approximates their carrying values based on their short maturities or for long-term debt based on borrowing rates currently available to us for loans with similar terms and maturities. Gains and losses recognized on changes in estimated fair value of the derivative liability are reported in other income (expense) as gain (loss) on change in fair value.

NOTE 4 – Related party transactions

We entered into the following transactions with related parties during the nine months ended October 31, 2017:

We rented an office from Jim Briscoe, our Chairman of the Board, CEO and CFO, on a month-to-month basis for $522 per month. The total rent expense related to this office was $4,698 for the nine months ended October 31, 2017. No amount was due as of October 31, 2017.

At October 31, 2017, we had a balance of accrued unpaid wages of $652,949 to Jim Briscoe, our Chairman of the Board, CEO, CFO and President. Additionally, we had a balance of accrued unpaid wages of $15,625 to a former President.

We have an option to explore 26 standard federal lode mining claims at the East Silverbell project and 29 standard federal lode mining claims at the Walnut Creek project from JABA US Inc., (“JABA”) an Arizona corporation in which two of our directors are owners. We are required to pay annual rentals to maintain the claims in good standing. We paid $8,525 in rental fees to maintain these mineral claims during the nine months ended October 31, 2017. The original option agreement was for the period from April 11, 2008 through January 1, 2011 and was extended through June 1, 2013, June 1, 2015 and then to June 1, 2021. This may be further extended in five year periods or increments in the future by any JABA director.

At October 31, 2017, we had accounts payable to JABA of $34,798, which is reflected as accounts payable to related party on the accompanying consolidated balance sheets.

NOTE 5 – Stock options

Qualified and Non-qualified incentive stock options to employees and directors outstanding at October 31, 2017 are as follows:

				Weighted average
	Number of			exercise
	options			price per share
Outstanding, January 31, 2017		97,392,450		$	0.034
Granted		—			—
Cancelled		(7,537,500	)		0.042
Exercised		—			—
Outstanding, October 31, 2017		89,854,950		$	0.034

Exercisable, October 31, 2017		89,854,950		$	0.034

These options had a weighted average remaining life of 3.81 years and an aggregate intrinsic value of $0 as of October 31, 2017.

Non-qualified stock options to non-employee consultants and vendors outstanding at October 31, 2017 are as follows:

				Weighted average
	Number of			exercise
	options			price per share
Outstanding, January 31, 2017		1,453,800		$	0.017
Granted		—			—
Forfeited		(828,800	)		0.003
Exercised		—			—
Outstanding, October 31, 2017		625,000		$	0.036

Exercisable, October 31, 2017		625,000		$	0.036

These options had a weighted average remaining life of 3.08 years and an aggregate intrinsic value of $0 as of October 31, 2017.

During the nine months ended October 31, 2017, we recognized $6,991 of compensation expense related to incentive and non-qualified stock options granted to officers, employees and consultants.

NOTE 6 – Warrants

As of October 31, 2017, there were 141,414,489 whole share purchase warrants outstanding and exercisable. The warrants have a weighted average remaining life of 2.78 years and a weighted average exercise price of $0.006 per whole warrant for one common share. The warrants had an aggregate intrinsic value of $0 as of October 31, 2017.

Whole share purchase warrants outstanding at October 31, 2017 are as follows:

	Number of			Weighted average
	whole share			exercise
	purchase warrants			price per share
Outstanding, January 31, 2017		130,682,120		$	0.006
Issued		12,482,369			0.003
Expired		—			—
Exercised		(1,750,000	)		0.003
Outstanding, October 31, 2017		141,414,489		$	0.006

Exercisable, October 31, 2017		141,414,489		$	0.006

During the nine months ended October 31, 2017, the Company issued 12,482,369 warrants to investors at exercise prices ranging from $0.0028 to $0.0053 with a three-year term. The warrants were issued with common stock (one-half warrant for each common share purchased) and there is no additional accounting for these investor warrants.

During the nine months ended October 31, 2017, the Company issued 1,750,000 shares to an investor for the exercise of warrants at a price of $0.0028 per share for cash proceeds of $4,900.

NOTE 7 – Derivative Liabilities

The embedded conversion feature in the convertible debt instruments that the Company issued beginning in December 2016 (See Note 8), and became convertible during 2017, qualified it as a derivative instrument since the number of shares issuable under the note is indeterminate based on guidance in FASB ASC 815, Derivatives and Hedging.

The valuation of the derivative liability attached to the convertible debt was arrived at through the use of a Monte Carlo model that values the derivative liability within the notes. The technique applied generates a large number of possible (but random) price paths for the underlying (or underlyings) via simulation, and then calculates the associated payment value (cash, stock, or warrants) of the derivative features. The price of the underlying common stock is modeled such that it follows a geometric Brownian motion with constant drift, and elastic volatility (increasing as stock price decreases). The stock price is determined by a random sampling from a normal distribution. Since the underlying random process is the same, for enough price paths, the value of the derivative is derived from path dependent scenarios and outcomes. The features in the notes that were analyzed and incorporated into the model included the conversion features with the reset provisions, the call/redemption/prepayment options, and the default provisions. Based on these features, there are six primary events that can occur; payments are made in cash; payments are made with stock; the note holder converts upon receiving a redemption notice; the note holder converts the note; the issuer redeems the note; or the Company defaults on the note. The model simulates the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. stock price, conversion price, etc.). Probabilities were assigned to each variable such as redemption likelihood, default likelihood, and timing and pricing of reset events over the remaining term of the notes based on management projections. This led to a cash flow simulation over the life of the note. A discounted cash flow for each simulation was completed, and it was compared to the discounted cash flow of the note without the embedded features, thus determining a value for the derivative liability.

Key inputs and assumptions used to value the convertible note when it became convertible and upon settlement were as follows:

	●	The stock projections are based on the historical volatilities for each date. These volatilities were in the 145% range. The stock price projection was modeled such that it follows a geometric Brownian motion with constant drift and a constant volatility, starting with the market stock price at each valuation date;

	●	An event of default would not occur during the remaining term of the note;

	●	Conversion of the notes to stock would be completed monthly after any holding period and would be limited based on: 5% of the last 6 months average trading volume and the ownership limit identified in the contract assuming the underlying number of common shares increases at 1% per month. The effective discount was determined based on the historical trading history of the Company based on the specific pricing mechanism in each note;

	●	The Company would not have funds available to redeem the notes during the remaining term of the convertible notes;

	●	Discount rates were based on risk free rates in effect based on the remaining term and date of each valuation and instrument.

Using the results from the model, the Company recorded a derivative liability of $255,891 for outstanding warrants that were tainted and a derivative liability of $213,685 for the fair value of the convertible feature included in the Company’s convertible debt instruments for the nine months ended October 31, 2017. The derivative liability on the outstanding tainted warrants was charged to additional paid in capital. The derivative liability recorded for the convertible feature created a debt discount of $148,000 which is being amortized over the remaining term of the note using the effective interest rate method, and a “day 1” derivative loss of $65,685 which is included in total (gains) losses on fair value change of derivative liability in the consolidated statements of operations. Interest expense related to the amortization of this debt discount for the nine months ended October 31, 2017 was $13,623. Additionally, $109,071 of debt discount was charged to interest expense upon conversion of the underlying debt instrument. The remaining unamortized debt discount related to the derivative liability was $25,306 as of October 31, 2017. The Company recorded the change in the fair value of the derivative liability as a gain of $75,880 to reflect the value of the derivative liability for warrants and convertible notes as $241,689 as of October 31, 2017. The Company also recorded a reclassification from derivative liability to equity of $152,007 for the conversions of a portion of the Company’s convertible notes during the nine months ended October 31, 2017.

The following table sets forth a reconciliation of changes in the fair value of the Company’s derivative liability:

	Nine months ended October 31,
	2017			2016
Beginning balance	$	—		$	3,293
Total (gains) losses on fair value change of derivative liability		(10,195	)		184,793
Settlements		(152,007	)		(1,178,881	)
Additions		403,891			990,795
Ending balance	$	241,689		$	-

NOTE 8 – Convertible promissory notes

Following is a summary of convertible promissory notes:

	October 31, 2017			January 31, 2017

12% convertible note payable issued December 2016, due December 2017	$	-		$	33,467
12% convertible note payable issued February 2017, due February 2018		48,280			—
12% convertible note payable issued April 2017, due January 2018		11,174			—
8% convertible note payable issued June 2017, due June 2018		55,274			—
12% convertible note payable issued July 2017, due April 2018		51,578			—
8% convertible note payable issued September 2017, due September 2018		43,635			—
12% convertible note payable issued October 2017, due October 2018		50,181			—
		260,122			33,467
Less debt discount		(35,383	)		(2,646	)
Less current portion of convertible notes		(224,739	)		(30,821	)
Long-term convertible notes payable	$	—		$	—

On December 14, 2016, we entered into a convertible promissory note (the “December 2016 Note”) to Tangiers Investment Group, LLC (“Tangiers”) for a principal sum of up to $110,000, bearing interest at 12% per annum. The consideration is up to $100,000, which would produce an original issue discount of $10,000 if all the consideration is received. The lender paid $30,000 pursuant to the terms of the December 2016 Note on December 19, 2016, which resulted in the Company recording a $3,000 original issue discount. The maturity date is one year from the effective date of each payment, as well as any unpaid interest and other fees. The December 2016 Note may be convertible into shares of common stock of our company after 180 days of funding at a conversion price of 62.5% of the volume weighted average price of the Company’s common stock during the five trading days previous to the conversion. We may repay the December 2016 Note at any time before 150 days from the effective date of the December 2016 Note, or prepay at 130% of the principal from 151 to 180 days, after which we may not make any further payments on the December 2016 Note prior to the maturity date without written approval from the lender. As of January 31, 2017, we had $33,467 of principal and interest outstanding for the December 2016 Note. On June 16, 2017, Tangiers converted this note in full for 34,222,222 shares of the Company’s common stock. As of October 31, 2017, we had $0 of principal and interest outstanding for the December 2016 Note.

On February 2, 2017, the Company and Tangiers entered into Amendment #1 to the December 2016 Note (“Amendment #1”). Amendment #1 provides that, on or before February 2, 2017, Tangiers would make a payment to the Company of $77,000, which includes a 10% OID. The net proceeds of $70,000 were received on February 2, 2017. The maturity date is February 3, 2018. Also on February 2, 2017, the Company and Tangiers entered into Amendment #2 to the December 2016 Note (“Amendment #2”). Amendment #2 provides that the conversion price under the Note is equal to 60% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to Tangier’s conversion election. The default percentages of 5% and 10% of the discount of conversion price point remained the same other than reflecting the amended discount price. In addition, the provision in the Note relating to a right of first refusal was removed by Amendment #2. During the nine months ended October 31, 2017, Tangiers converted an aggregate of $35,000 of this note for 32,436,378 shares of the Company’s common stock. As of October 31, 2017, we had $48,280 of principal and interest outstanding under this note.

On April 11, 2017, we received proceeds of $48,000, net of a $2,000 fee, under a convertible promissory note dated April 10, 2017 (the “April 2017 Note”). The total principal under the April 2017 Note is $50,000, bears interest at 12% per annum, is due on January 10, 2018, and is convertible in shares of the Company’s common stock after 180 days at a conversion price with a 45% discount to the lowest weighted average market price during the previous 20 trading days to the date of conversion. During the nine months ended October 31, 2017, the noteholder converted an aggregate of $42,000 of this note for 50,617,801 shares of the Company’s common stock. As of October 31, 2017, we had $11,174 of principal and interest outstanding under the note.

On June 20, 2017, we received proceeds of $50,000, net of a $3,000 fee, under a convertible note dated June 20, 2017 (the “June 2017 Note”). The total principal under the June 2017 Note is $53,000, bears interest at 8% per annum, is due on June 20, 2018, and is convertible in shares of the Company’s common stock after 180 days at a conversion price of 65% of the lowest weighted average market price during the previous 10 trading days to the date of conversion. As of October 31, 2017, we had $55,274 of principal and interest outstanding.

On July 27, 2017, we received proceeds of $48,000, net of a $2,000 fee, under a convertible note dated July 26, 2017 (the “July 2017 Note”). The total principal under the July 2017 Note is $50,000, bears interest at 12% per annum, is due on April 26, 2018, and is convertible in shares of the Company’s common stock after 180 days at a conversion price with a 45% discount to the lowest weighted average market price during the previous 20 trading days to the date of conversion. As of October 31, 2017, we had $51,578 of principal and interest outstanding.

On September 15, 2017, we received proceeds of $40,000, net of a $3,000 fee, under a convertible note dated September 15, 2017 (the “September 2017 Note”). The total principal under the September 2017 Note is $43,000, bears interest at 8% per annum, is due on September 13, 2018, and is convertible in shares of the Company’s common stock after 180 days at a conversion price of 65% of the lowest weighted average market price during the previous 10 trading days to the date of conversion. As of October 31, 2017, we had $43,635 of principal and interest outstanding.

On October 18, 2017, we received proceeds of $48,000, net of a $2,000 fee, under a convertible note dated October 18, 2017 (the “October 2017 Note”). The total principal under the October 2017 Note is $50,000, bears interest at 12% per annum, is due on October 18, 2018, and is convertible in shares of the Company’s common stock after 180 days at a conversion price with a 45% discount to the lowest weighted average market price during the previous 20 trading days to the date of conversion. As of October 31, 2017, we had $50,181 of principal and interest outstanding.

During the nine months ended October 31, 2017 and 2016, the Company recorded debt discounts of $148,000 and $225,969, respectively, due to the derivative liabilities, and original issue debt discounts of $19,000 and $7,800, respectively, due to the convertible notes. The Company recorded amortization of these discounts of $134,263 and $240,050 for the nine months ended October 31, 2017 and 2016, respectively.

NOTE 9 – Stockholders’ deficit

Our common shares are all of the same class, are voting and entitle stockholders to receive dividends as defined. Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets or any dividends that may be declared.

On July 15, 2015, the Company’s shareholders approved an amendment to the Company’s articles of incorporation to increase the number of authorized common shares from 1,250,000,000 to 6,250,000,000.

Between February 2014 and July 2014, pursuant to the investment agreement with KVM, KVM purchased 34,214,226 shares for $456,924, of which $55,673 is still owed to the Company and is reflected as a stock subscription receivable as of October 31, 2017.

On June 20, 2015, we entered into an investment agreement (the “Investment Agreement”) with Tangiers Investment Group, LLC (the “Investor”), whereby the Investor has agreed to invest up to $8,000,000 to purchase shares of our common stock. Subject to the terms and conditions of the Investment Agreement and a registration rights agreement, we may, in our sole discretion, deliver a notice to the Investor which states the dollar amount which we intend to sell to the Investor on a certain date. The amount that we shall be entitled to sell to Investor shall be equal to one hundred and fifty percent (150%) of the average daily volume (U.S. market only) of the common stock for the ten (10) trading days prior to the applicable notice date so long as such amount does not exceed an accumulative amount per month of $100,000. The minimum amount shall be equal to $5,000. In connection with the Investment Agreement, we also entered into a registration rights agreement dated June 20, 2015, whereby we agreed to file a Registration Statement on Form S-1 with the SEC within thirty (30) days of the date of the registration rights agreement and to have the Registration Statement declared effective by the SEC within ninety (90) days after we have filed the Registration Statement. We filed Form S-1 on July 2, 2015 and Form S-1 Amendment No. 1 on July 29, 2015, for registration of 100,000,000 shares of the Company’s common stock under the Investment Agreement, which was declared effective by the SEC on August 5, 2015. During the year ended January 31, 2016, the Company issued an aggregate of 100,000,000 shares of common stock for total proceeds of $129,751 to Tangiers Investment Group, LLC under the Investment Agreement.

The Company filed a registration statement on Form S-1 with the SEC on January 21, 2016 and Amendment No. 1 thereto on February 24, 2016, for registration of 350,000,000 shares of the Company’s common stock under the Investment Agreement dated June 20, 2015 with Tangiers Investment Group, LLC. The registration statement, as amended, was declared effective by the SEC on March 15, 2016. During the year ended January 31, 2017, the Company issued an aggregate of 110,098,238 shares of common stock for total proceeds of $179,291 to Tangiers Investment Group, LLC under the Investment Agreement. During the nine months ended October 31, 2017, the Company issued an aggregate of 92,609,558 shares of common stock for total proceeds of $170,334 to Tangiers Investment Group, LLC under the Investment Agreement. The Company filed a Post-Effective Amendment No. 2 to the registration statement with the SEC on September 29, 2017, however is was withdrawn by the Company on November 20, 2017 in light of the fact that the Company’s common stock is not quoted on either the OTCQB or OTC Bulletin Board marketplace. The Company intends to re-file a post-effective amendment after the Company’s common stock is re-quoted on either the OTC Bulletin Board or OTCQB.

During the nine months ended October 31, 2017, the Company received aggregate proceeds of $58,000 from investors to purchase a total of 24,964,736 units. Each unit consists of one share of the Company’s common stock and one-half warrant to purchase one-half equivalent share each of the Company’s common stock. The warrants have exercise prices ranging from $0.0028 to $0.0053 with a three-year term.

During the nine months ended October 31, 2017, the Company issued 117,276,401 shares for the conversion of $113,960 of convertible notes payable at exercise prices ranging from $0.00072 to $0.00113.

During the nine months ended October 31, 2017, the Company issued 1,750,000 shares to an investor for the exercise of warrants at a price of $0.0028 per share for cash proceeds of $4,900.

During the nine months ended October 31, 2017, the Company issued 999,480 shares for services with a fair value of $3,748. The Company also issued 24,242,424 shares with a fair value of approximately $53,333 to settle accounts payable of $44,000. The Company recorded a $9,333 loss on settlement of accounts payable for the excess of fair value of the stock issued over the accounts payable settled.

NOTE 10 – Commitments and contingencies

The Company entered into a 24-month office lease at 5232 E Pima Street, Suite D, Tucson, Arizona, effective October 1, 2016 through September 30, 2018, with a base rent of $2,100 per month through September 30, 2017 and then $2,163 per month through September 30, 2018.

NOTE 11 – Subsequent events

On November 9, 2017, the Company issued 15,722,573 shares for the conversion of $11,242 of a convertible note at an exercise price of $0.00072.

On November 22, 2017, we received proceeds of $48,000, net of a $2,000 fee, under a convertible note dated November 20, 2017 (the “November 2017 Note”). The total principal under the November 2017 Note is $50,000, bears interest at 12% per annum, is due on November 20, 2018, and is convertible in shares of the Company’s common stock after 180 days at a conversion price with a 45% discount to the lowest weighted average market price during the previous 20 trading days to the date of conversion.

On December 7, 2017, the Company issued 25,641,026 shares for the conversion of $20,000 of a convertible note at an exercise price of $0.00078.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Much of the information included in this quarterly report includes or is based upon estimates, projections or other “forward-looking statements”. Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Such estimates, projections or other “forward-looking statements” involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward-looking statements”.

Business Development

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of our company. Management’s Discussion and Analysis of Financial Condition and Results of Operations is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes to the condensed consolidated financial statements.

Liberty Star Uranium & Metals Corp. was formerly Liberty Star Gold Corp. and formerly Titanium Intelligence, Inc. (“Titanium”). Titanium was incorporated on August 20, 2001 under the laws of the State of Nevada. On February 5, 2004, we commenced operations in the acquisition and exploration of mineral properties business. Big Chunk Corp. (“Big Chunk”) is our wholly owned subsidiary and was incorporated on December 14, 2003 in the State of Alaska. Big Chunk is engaged in the acquisition and exploration of mineral properties business in the State of Alaska. Redwall Drilling Inc. (“Redwall”) was our wholly owned subsidiary and was incorporated on August 31, 2007 in the State of Arizona. Redwall performed drilling services on our mineral properties. Redwall ceased drilling activities in July 2008 and was dissolved on March 30, 2010. In April 2007, we changed our name to Liberty Star Uranium & Metals Corp (“Liberty Star”) to reflect our current general exploration for base and precious metals. We are in the exploration phase of operations and have not generated any revenues from operations.

In October 2014, we formed our wholly owned subsidiary, Hay Mountain Super Project LLC (“HMSP LLC”), to serve as the primary holding company for development of the potential ore bodies encompassed in the Hay Mountain area of interest in Arizona.

Our Current Business

We are engaged in the acquisition and exploration of mineral properties in the States of Arizona and Alaska and the Southwest USA. Claims in the State of Alaska have been held in the name of Big Chunk. Claims in the State of Arizona are held in the name of Liberty Star. We use the term “Super Project” to indicate a project in which numerous mineral targets have been identified, any one or more of which could potentially contain commercially viable quantities of minerals. Our significant projects are described below.

North Pipes Super Project (“North Pipes” and “NPSP”): The NPSP is located in Northern Arizona on the Arizona Strip. We plan to ascertain whether the NPSP claims possess commercially viable deposits of uranium and associated co-product metals. We have not identified any ore reserves to date.

Big Chunk Super Project: The Big Chunk Super Project located in the Iliamna region of Southwestern Alaska. After much caution and thought, we have decided to no longer put any funds into Big Chunk due to the current decision making of the Environmental Protection Agency. If the situation becomes clarified, we believe we will have the opportunity to reacquire strategic claims within the area. Decisions to reacquire claims within the area of Big Chunk will be carefully considered at that time in order to ascertain whether Big Chunk claims possess commercially viable deposits of copper, gold, molybdenum, silver, palladium rhenium and zinc. We have not identified any ore reserves to date.

Tombstone Super Project (“Tombstone”) (formerly referred to as Tombstone Porphyry Precious Metals Project): Tombstone is located in Cochise County, Arizona and covers the Tombstone caldera and its environs. Within the Tombstone caldera is the Hay Mountain target where we are concentrating our work at this time. We plan to ascertain whether the Tombstone, Hay Mountain claims possess commercially viable deposits of copper, molybdenum, gold, silver, lead, zinc, manganese and other metals including Rare Earth Elements (REE’s). We have not identified any ore reserves to date.

East Silver Bell Porphyry Copper Project (“East Silver Bell”): East Silver Bell is located northwest of Tucson, Arizona. We plan to ascertain whether the East Silver Bell claims possess commercially viable deposits of copper. We have not identified any ore reserves to date.

Title to mineral claims involves certain inherent risks due to difficulties in determining the validity of certain claims, as well as potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. We have investigated title to all the Company’s mineral properties and, to the best of its knowledge, title to all properties retained are in good standing.

The mineral resource business generally consists of three stages: exploration, development and production. Mineral resource companies that are in the exploration stage have not yet found mineral resources in commercially exploitable quantities, and are engaged in exploring land in an effort to discover them. Mineral resource companies that have located a mineral resource in commercially exploitable quantities and are preparing to extract that resource are in the development stage, while those engaged in the extraction of a known mineral resource are in the production stage. We have not found any mineral resources in commercially exploitable quantities.

There is no assurance that a commercially viable mineral deposit exists on any of our properties, and further exploration is required before we can evaluate whether any exist and, if so, whether it would be economically feasible to develop or exploit those resources. Even if we complete our current exploration program and we are successful in identifying a mineral deposit, we would be required to spend substantial funds on further drilling and engineering studies before we could know whether that mineral deposit will constitute a commercially viable mineral deposit, known as an “ore reserve.”

To date, we have not generated any revenues. Our ability to pursue our business plan and generate revenues is subject to our ability to obtain additional financing, and we cannot give any assurance that we will be able to do so.

Results of Operations

Material Changes in Financial Condition for the Nine-Month Period Ended October 31, 2017

We had cash and cash equivalents in the amount of $22,820 as of October 31, 2017 compared to $5,042 as of January 31, 2017. We had negative working capital of $1,523,428 as of October 31, 2017 compared to $1,111,399 as of January 31, 2017. We used $519,456 of net cash in operating activities during the nine months ended October 31, 2017 which was utilized for working capital. We also utilized our cash funds to continue exploration activities at our Hay Mountain mineral lands by working on geochemical interpretation of the soil, rock chip and vegetation sampling and ztem (aeormagnetics and aero electromagnetics). We purchased no new equipment during the nine months ended October 31, 2017. We have been raising capital by issuing convertible promissory notes and selling equity by way of private placements and the Investment Agreement with Tangiers Investment Group, LLC. We intend to continue to raise capital from such sources. In addition to seeking sources of funding through the sale of equity, we may seek to enter into joint venture agreements, or other types of agreements with other companies to finance our projects for the long term. In addition, we may choose to sell a portion of our assets to finance our projects. Should our properties prove to be commercially viable, we may be in a position to seek debt financing to help build infrastructure, and eventually we may obtain revenues from commercial mining of our properties.

Material Changes in Results of Operations for the Three and Nine-Month Periods Ended October 31, 2017 and 2016

We had net losses of $263,528 and $722,873 for the three and nine months ended October 31, 2017, respectively, compared to net losses of $268,276 and $1,126,947 for the three and nine months ended October 31, 2016, respectively.

During the three and nine months ended October 31, 2017, we had a decrease of approximately $12,795 and $32,697, respectively, in salary and benefits expense compared to the three and nine months ended October 31, 2016, due primarily to decrease in stock option expense related to employee stock options. During the nine months ended October 31, 2017, we had a decrease in legal expenses of approximately $24,425, compared to the nine months ended October 31, 2016, due primarily to the reduced costs associated with land inquiry work and work related to the Company’s S-1 filings. During the three and nine months ended October 31, 2017, we had a decrease of approximately $3,500 and $11,946, respectively, in professional services expense compared to the three and nine months ended October 31, 2016, due primarily to decreased costs related to accounting and financial reporting. We had a decrease in general and administrative expenses of approximately $7,329 and $35,060, respectively, during the three and nine months ended October 31, 2017, as compared to the three and nine months ended October 31, 2016, due primarily to decreased expenses related to outside services, conventions, and vehicles. We had an increase in interest expense of approximately $28,771 and a decrease of approximately $107,134 during the three and nine months ended October 31, 2017, as compared to the three and nine months ended October 31, 2016, respectively, due primarily to variances in the timing of convertible debt conversions and the related interest expense from the write-off of derivative liability debt discount. We incurred a non-cash gain on the change in fair value of our derivative liabilities of $10,195 and $10,195 during the three and nine months ended October 31, 2017, respectively, as compared to a gain of $17,408 and a loss of $184,793 during the three and nine months ended October 31,2016, respectively, due to a decrease in expense related to the embedded conversion features in our debt instruments that require us to record our equity linked instruments including outstanding warrants and fixed rate convertible debt at fair value.

Liquidity and Capital Resources

We had cash and cash equivalents in the amount of $22,820 as of October 31, 2017. We had negative working capital of $1,523,428 as of October 31, 2017. We had net cash inflows from financing activities of $537,234 for the nine months ended October 31, 2017. We will need additional funds in order to proceed with our planned exploration program.

Convertible promissory notes

We have issued the following convertible promissory notes in private placements of our securities to institutional investors pursuant to exemptions from registration set out in Rule 506 of Regulation D under the Securities Act of 1933.

On September 15, 2017, we received proceeds of $40,000, net of a $3,000 fee, under a convertible note dated September 15, 2017 (the “September 2017 Note”). The total principal under the June 2017 Note is $43,000, bears interest at 8% per annum, is due on September 13, 2018, and is convertible in shares of the Company’s common stock after 180 days at a conversion price of 65% of the lowest weighted average market price during the previous 10 trading days to the date of conversion. As of October 31, 2017, we had $43,635 of principal and interest outstanding.

Proceeds from issuance of common stock

During the nine months ended October 31, 2017, we entered into certain private investment agreements pursuant to which we received a total of $58,000 in net proceeds.

Investment agreement with Tangiers Investment Group, LLC

The Company filed a Post-Effective Amendment No. 2 to the registration statement with the SEC on September 29, 2017, however is was withdrawn by the Company on November 20, 2017 in light of the fact that the Company’s common stock is not quoted on either the OTCQB or OTC Bulletin Board marketplace. The Company intends to re-file a post-effective amendment after the Company’s common stock is re-quoted on either the OTC Bulletin Board or OTCQB.

Critical Accounting Policies

The unaudited consolidated financial statements of Liberty Star have been prepared in conformity with accounting principles generally accepted in the United States of America. Our significant accounting policies are described in Note 2 to the consolidated financial statements included in Item 8 in our Form 10-K for the year ended January 31, 2017. The critical accounting policies adopted by our company are as follows:

Going Concern

Since we have not generated any revenue, we have negative cash flows from operations and negative working capital, we have included a reference to the substantial doubt about our ability to continue as a going concern in connection with our unaudited consolidated financial statements as of October 31, 2017. Our total stockholders’ deficit at October 31, 2017 was approximately $1.5 million.

These unaudited consolidated financial statements have been prepared on the going concern basis, which assumes that adequate sources of financing will be obtained as required and that our assets will be realized, and liabilities settled in the ordinary course of business. Accordingly, these consolidated financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

Mineral claims

We account for costs incurred to acquire, maintain and explore mineral properties as charged to expense in the period incurred until the time that a proven mineral resource is established at which point development of the mineral property would be capitalized. Currently, we do not have any proven mineral resources on any of our mineral properties.

Convertible promissory notes

We reviewed the convertible promissory notes and the related subscription agreements to determine the appropriate reporting within the condensed consolidated financial statements. We report convertible promissory notes as liabilities at their carrying value less unamortized discounts in accordance with the applicable accounting guidance. We record conversion options and detachable common stock purchase warrants and report them as derivative liabilities at fair value at each reporting period when required in accordance with the applicable accounting guidance. No gain or loss is reported when the notes are converted into shares of our common stock in accordance with the note’s terms.

Common stock purchase warrants

We report common stock purchase warrants as equity unless a condition exists which requires reporting as a derivative liability at fair market value. For common stock purchase warrants reported as a derivative liability, as well as new and modified warrants reported as equity, we utilize a Monte Carlo options model in order to determine fair value.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4. Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures at October 31, 2017, which is the end of the fiscal quarter covered by this report. This evaluation was carried out by Mr. James Briscoe, our principal executive officer and principal financial officer. Based on this evaluation, Mr. Briscoe has concluded that our disclosure controls and procedures were not effective as at the end of the period covered by this report. Given the size of our current operation and existing personnel, the opportunity to implement internal control procedures that segregate accounting duties and responsibilities is limited. Until the organization can increase in size to warrant an increase in personnel, formal internal control procedures will not be implemented until they can be effectively executed and monitored. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Management believes that despite our material weaknesses set forth above, our financial statements for the quarter ended October 31, 2017 are fairly stated, in all material respects, in accordance with U.S. GAAP.

Changes in Internal Control over Financial Reporting

During the quarter ended October 31, 2017 there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We currently have no outstanding litigation.

Item 1A. Risk Factors

Not applicable

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the nine months ended October 31, 2017, the Company issued 117,276,401 shares for the conversion of $113,960 of convertible notes payable at exercise prices ranging from $0.00072 to $0.00113.

During the nine months ended October 31, 2017, the Company issued 1,750,000 shares to an investor for the exercise of warrants at a price of $0.0028 per share for cash proceeds of $4,900.

In issuing the securities set forth above, we relied on the registration exemption provided for in Rule 506 of Regulation D and/or Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Under Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and under Item 104 of Regulation S-K, each operator of a coal or other mine is required to include disclosures regarding certain mine safety results in its periodic reports filed with the SEC. The operation of our mine(s) that may be developed in the future would be subject to regulation by the federal Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977. We do not own any mines in the United States and as a result, this information is not required.

Item 5. Other Information.

None.

Item 6. Exhibits

Exhibit Number		Description of Exhibit
3.1		Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our registration statement on Form SB-2, filed with the SEC on May 14, 2002).
3.2		Bylaws (incorporated by reference to Exhibit 3.2 to our quarterly report on Form 10-QSB, filed with the SEC on December 14, 2007).
3.3		Certificate of Change to Authorized Capital (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K, filed with the SEC on September 2, 2009).
3.4		Articles of Merger (incorporated by reference to Exhibit 3.4 to our annual report on Form 10-KSB, filed with the SEC on March 31, 2004).
10.1		Letter Agreement dated November 14, 2011 with Northern Dynasty (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on November 25, 2011).
10.2		Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on December 29, 2011).
10.3		Form of Stock Option Agreement (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on January 24, 2012).
10.4		Form of Warrant Certificate (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K, filed with the SEC on July 30, 2012).
10.5		Settlement Agreement dated November 13, 2012 with Northern Dynasty Minerals Ltd. (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on November 15, 2012).
10.6		Convertible Promissory Note issued to JSJ Investments Inc. (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on September 2, 2014).
10.7		Securities Purchase Agreement dated October 15, 2014 (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on October 20, 2014).
10.8		Convertible Promissory Note dated October 15, 2014 (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K, filed with the SEC on October 20, 2014).
10.9		Investment Agreement dated December 15, 2014 with Tangiers Capital, LLC (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on December 19, 2014).
10.10		Registration Rights Agreement dated December 15, 2014 with Tangiers Capital, LLC (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K, filed with the SEC on December 19, 2014).
10.11		Investment Agreement dated June 20, 2015 with Tangiers Capital, LLC (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on June 30, 2015).
10.12		Registration Rights Agreement dated June 20, 2015 with Tangiers Capital, LLC (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K, filed with the SEC on June 30, 2015).
10.13		Convertible Promissory Note dated November 2, 2015 issued to JMJ Financial (incorporated by reference to Exhibit 10.13 to our Form 10-Q, filed with the SEC on December 15, 2015).
10.14		12% Convertible Promissory Note dated December 29, 2015 issued to JSJ Investments, Inc. (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on January 7, 2016).

10.15		Promissory Note issued to Tangiers Investment Group, LLC dated December 14, 2016 (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on February 9, 2017)
10.16		Amendment No. 1 dated February 2, 2017 by and between Liberty Star Uranium & Metals Corp. and Tangiers Investment Group, LLC. (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K, filed with the SEC on February 9, 2017)
10.17		Amendment #2 dated February 2, 2017 by and between Liberty Star Uranium & Metals Corp. and Tangiers Investment Group, LLC. (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K, filed with the SEC on February 9, 2017)
10.18		12% Convertible Promissory Note dated April 10, 2017 issued to JSJ Investments, Inc (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on April 18, 2017)
10.19		8% Convertible Promissory Note dated June 20, 2017 (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K, filed with the SEC on June 26, 2017)
10.20		12% Convertible Promissory Note dated July 26, 2017 issued to JSJ Investments, Inc. (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on August 1, 2017)
10.21		Convertible Promissory Note issued to Power Up Lending Group, Ltd dated September 13, 2017 (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on September 21, 2017)
10.22		12% Convertible Promissory Note issued to JSJ Investments, Inc., dated October 18, 2017 (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on November 27, 2017)
10.23		12% Convertible Promissory Note issued to JSJ Investments, Inc., dated November 20, 2017 (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on November 27, 2017)
14.1		Code of Ethics (incorporated by reference to Exhibit 14.1 to our current report on Form 8-K, filed with the SEC on September 1, 2009).
31.1*		Section 302 Certification under Sarbanes-Oxley Act of 2002 of James A. Briscoe
32.1*		Section 906 Certification under Sarbanes-Oxley Act of 2002 of James A. Briscoe
101.INS*		XBRL INSTANCE DOCUMENT
101.SCH*		XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*		XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

LIBERTY STAR URANIUM & METALS CORP.

By:	/s/ James Briscoe
	James Briscoe,
	Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Date: December 15, 2017

EX-31.1 2 ex31-1.htm

Exhibit 31.1

CERTIFICATIONS

I, James Briscoe, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Liberty Star Uranium & Metals Corp.

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: December 15, 2017

/s/ James Briscoe
James Briscoe,
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial Officer)

EX-32.1 3 ex32-1.htm

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, James Briscoe, hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the quarterly report on Form 10-Q of Liberty Star Uranium & Metals Corp. for the period ended October 31, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Liberty Star Uranium & Metals Corp.

Dated: December 15, 2017

/s/ James Briscoe
James Briscoe,
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial Officer)

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Also on February 2, 2017, the Company and Tangiers entered into Amendment #2 to the December 2016 Note (“Amendment #2”). Amendment #2 provides that the conversion price under the Note is equal to 60% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to Tangier’s conversion election. The default percentages of 5% and 10% of the discount of conversion price point remained the same other than reflecting the amended discount price.

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NOTE 11 – Subsequent events     On November 9, 2017, the Company issued 15,722,573 shares for the conversion of $11,242 of a convertible note at an exercise price of $0.00072.   On November 22, 2017, we received proceeds of $48,000, net of a $2,000 fee, under a convertible note dated November 20, 2017 (the “November 2017 Note”). The total principal under the November 2017 Note is $50,000, bears interest at 12% per annum, is due on November 20, 2018, and is convertible in shares of the Company’s common stock after 180 days at a conversion price with a 45% discount to the lowest weighted average market price during the previous 20 trading days to the date of conversion.   On December 7, 2017, the Company issued 25,641,026 shares for the conversion of $20,000 of a convertible note at an exercise price of $0.00078.

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NOTE 10 – Commitments and contingencies   The Company entered into a 24-month office lease at 5232 E Pima Street, Suite D, Tucson, Arizona, effective October 1, 2016 through September 30, 2018, with a base rent of $2,100 per month through September 30, 2017 and then $2,163 per month through September 30, 2018.

Non-qualified stock options to non-employee consultants and vendors outstanding at October 31, 2017 are as follows:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="text-align: center">Weighted average</td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="text-align: center">Number of</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="text-align: center">exercise</td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">options</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">price per share</td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%">Outstanding, January 31, 2017</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 16%; text-align: right">1,453,800</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 16%; text-align: right">0.017</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Granted</td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Forfeited</td> <td> </td> <td> </td> <td style="text-align: right">(828,800</td> <td>)</td> <td> </td> <td> </td> <td style="text-align: right">0.003</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Exercised</td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">—</td> <td> </td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Outstanding, October 31, 2017</td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">625,000</td> <td> </td> <td> </td> <td style="border-bottom: black 1.5pt solid">$</td> <td style="border-bottom: black 1.5pt solid; text-align: right">0.036</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Exercisable, October 31, 2017</td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double; text-align: right">625,000</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">0.036</td> <td> </td></tr> </table>

Qualified and Non-qualified incentive stock options to employees and directors outstanding at October 31, 2017 are as follows:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="2" style="text-align: center"> </td> <td> </td> <td> </td> <td colspan="2" style="text-align: center">Weighted average</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="2" style="text-align: center">Number of</td> <td> </td> <td> </td> <td colspan="2" style="text-align: center">exercise</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">options</td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">price per share</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%">Outstanding, January 31, 2017</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 16%; text-align: right">97,392,450</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 16%; text-align: right">0.034</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Granted</td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Cancelled</td> <td> </td> <td> </td> <td style="text-align: right">(7,537,500</td> <td>)</td> <td> </td> <td> </td> <td style="text-align: right">0.042</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Exercised</td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">—</td> <td> </td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Outstanding, October 31, 2017</td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double; text-align: right">89,854,950</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">0.034</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Exercisable, October 31, 2017</td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double; text-align: right">89,854,950</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">0.034</td> <td> </td></tr> </table>

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The maturity date is one year from the effective date of each payment, as well as any unpaid interest and other fees. The December 2016 Note may be convertible into shares of common stock of our company after 180 days of funding at a conversion price of 62.5% of the volume weighted average price of the Company’s common stock during the five trading days previous to the conversion. We may repay the December 2016 Note at any time before 150 days from the effective date of the December 2016 Note, or prepay at 130% of the principal from 151 to 180 days, after which we may not make any further payments on the December 2016 Note prior to the maturity date without written approval from the lender.

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0.00078

NOTE 1 – Interim financial statement disclosure   The consolidated financial statements included herein have been prepared by Liberty Star Uranium & Metals Corp. (the “Company”, “we”, “our”) without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and should be read in conjunction with our annual report on Form 10-K for the year ended January 31, 2017 as filed with the SEC under the Securities and Exchange Act of 1934 (the “Exchange Act”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, as permitted by the SEC, although we believe the disclosures which are made are adequate to make the information presented not misleading. The consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at October 31, 2017 and the results of our operations and cash flows for the periods presented.   Interim results are subject to significant seasonal variations and the results of operations for the three and nine months ended October 31, 2017 are not necessarily indicative of the results to be expected for the full year.

NOTE 2 – Going concern   The Company has incurred losses from operations, and requires additional funds for further exploratory activity and to maintain its claims prior to attaining a revenue generating status. There are no assurances that a commercially viable mineral deposit exists on any of our properties. In addition, the Company may not find sufficient ore reserves to be commercially mined. As such, there is substantial doubt about the Company’s ability to continue as a going concern.   Management is working to secure additional funds through the exercise of stock warrants already outstanding, equity financings, debt financings or joint venture agreements. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 3 – Summary of Significant Accounting Policies   Fair Value   ASC 820 Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:   Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.   Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services.   Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.   Our financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible notes payable, and derivative liability. It is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from these financial instruments. With the exception of the derivative liability, the fair value of these financial instruments approximates their carrying values based on their short maturities or for long-term debt based on borrowing rates currently available to us for loans with similar terms and maturities. Gains and losses recognized on changes in estimated fair value of the derivative liability are reported in other income (expense) as gain (loss) on change in fair value.

NOTE 4 – Related party transactions   We entered into the following transactions with related parties during the nine months ended October 31, 2017:   We rented an office from Jim Briscoe, our Chairman of the Board, CEO and CFO, on a month-to-month basis for $522 per month. The total rent expense related to this office was $4,698 for the nine months ended October 31, 2017. No amount was due as of October 31, 2017.   At October 31, 2017, we had a balance of accrued unpaid wages of $652,949 to Jim Briscoe, our Chairman of the Board, CEO, CFO and President. Additionally, we had a balance of accrued unpaid wages of $15,625 to a former President.   We have an option to explore 26 standard federal lode mining claims at the East Silverbell project and 29 standard federal lode mining claims at the Walnut Creek project from JABA US Inc., (“JABA”) an Arizona corporation in which two of our directors are owners. We are required to pay annual rentals to maintain the claims in good standing. We paid $8,525 in rental fees to maintain these mineral claims during the nine months ended October 31, 2017. The original option agreement was for the period from April 11, 2008 through January 1, 2011 and was extended through June 1, 2013, June 1, 2015 and then to June 1, 2021. This may be further extended in five year periods or increments in the future by any JABA director.   At October 31, 2017, we had accounts payable to JABA of $34,798, which is reflected as accounts payable to related party on the accompanying consolidated balance sheets.

NOTE 5 – Stock options   Qualified and Non-qualified incentive stock options to employees and directors outstanding at October 31, 2017 are as follows:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="2" style="text-align: center"> </td> <td> </td> <td> </td> <td colspan="2" style="text-align: center">Weighted average</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="2" style="text-align: center">Number of</td> <td> </td> <td> </td> <td colspan="2" style="text-align: center">exercise</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">options</td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">price per share</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%">Outstanding, January 31, 2017</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 16%; text-align: right">97,392,450</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 16%; text-align: right">0.034</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Granted</td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Cancelled</td> <td> </td> <td> </td> <td style="text-align: right">(7,537,500</td> <td>)</td> <td> </td> <td> </td> <td style="text-align: right">0.042</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Exercised</td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">—</td> <td> </td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Outstanding, October 31, 2017</td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double; text-align: right">89,854,950</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">0.034</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Exercisable, October 31, 2017</td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double; text-align: right">89,854,950</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">0.034</td> <td> </td></tr> </table>   These options had a weighted average remaining life of 3.81 years and an aggregate intrinsic value of $0 as of October 31, 2017.   Non-qualified stock options to non-employee consultants and vendors outstanding at October 31, 2017 are as follows:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="text-align: center"> </td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="text-align: center">Weighted average</td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="text-align: center">Number of</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="text-align: center">exercise</td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">options</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">price per share</td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%">Outstanding, January 31, 2017</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 16%; text-align: right">1,453,800</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 16%; text-align: right">0.017</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Granted</td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Forfeited</td> <td> </td> <td> </td> <td style="text-align: right">(828,800</td> <td>)</td> <td> </td> <td> </td> <td style="text-align: right">0.003</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Exercised</td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">—</td> <td> </td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Outstanding, October 31, 2017</td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">625,000</td> <td> </td> <td> </td> <td style="border-bottom: black 1.5pt solid">$</td> <td style="border-bottom: black 1.5pt solid; text-align: right">0.036</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Exercisable, October 31, 2017</td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double; text-align: right">625,000</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">0.036</td> <td> </td></tr> </table>   These options had a weighted average remaining life of 3.08 years and an aggregate intrinsic value of $0 as of October 31, 2017.   During the nine months ended October 31, 2017, we recognized $6,991 of compensation expense related to incentive and non-qualified stock options granted to officers, employees and consultants.

NOTE 6 – Warrants   As of October 31, 2017, there were 141,414,489 whole share purchase warrants outstanding and exercisable. The warrants have a weighted average remaining life of 2.78 years and a weighted average exercise price of $0.006 per whole warrant for one common share. The warrants had an aggregate intrinsic value of $0 as of October 31, 2017.   Whole share purchase warrants outstanding at October 31, 2017 are as follows:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="2" style="text-align: center">Number of</td> <td> </td> <td> </td> <td colspan="2" style="text-align: center">Weighted average</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="2" style="text-align: center">whole share</td> <td> </td> <td> </td> <td colspan="2" style="text-align: center">exercise</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">purchase warrants</td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">price per share</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%">Outstanding, January 31, 2017</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 16%; text-align: right">130,682,120</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 16%; text-align: right">0.006</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Issued</td> <td> </td> <td> </td> <td style="text-align: right">12,482,369</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">0.003</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Expired</td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Exercised</td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">(1,750,000</td> <td>)</td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">0.003</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Outstanding, October 31, 2017</td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double; text-align: right">141,414,489</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">0.006</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Exercisable, October 31, 2017</td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double; text-align: right">141,414,489</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">0.006</td> <td> </td></tr> </table>   During the nine months ended October 31, 2017, the Company issued 12,482,369 warrants to investors at exercise prices ranging from $0.0028 to $0.0053 with a three-year term. The warrants were issued with common stock (one-half warrant for each common share purchased) and there is no additional accounting for these investor warrants.   During the nine months ended October 31, 2017, the Company issued 1,750,000 shares to an investor for the exercise of warrants at a price of $0.0028 per share for cash proceeds of $4,900.

NOTE 7 – Derivative Liabilities   The embedded conversion feature in the convertible debt instruments that the Company issued beginning in December 2016 (See Note 8), and became convertible during 2017, qualified it as a derivative instrument since the number of shares issuable under the note is indeterminate based on guidance in FASB ASC 815, Derivatives and Hedging.   The valuation of the derivative liability attached to the convertible debt was arrived at through the use of a Monte Carlo model that values the derivative liability within the notes. The technique applied generates a large number of possible (but random) price paths for the underlying (or underlyings) via simulation, and then calculates the associated payment value (cash, stock, or warrants) of the derivative features. The price of the underlying common stock is modeled such that it follows a geometric Brownian motion with constant drift, and elastic volatility (increasing as stock price decreases). The stock price is determined by a random sampling from a normal distribution. Since the underlying random process is the same, for enough price paths, the value of the derivative is derived from path dependent scenarios and outcomes. The features in the notes that were analyzed and incorporated into the model included the conversion features with the reset provisions, the call/redemption/prepayment options, and the default provisions. Based on these features, there are six primary events that can occur; payments are made in cash; payments are made with stock; the note holder converts upon receiving a redemption notice; the note holder converts the note; the issuer redeems the note; or the Company defaults on the note. The model simulates the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. stock price, conversion price, etc.). Probabilities were assigned to each variable such as redemption likelihood, default likelihood, and timing and pricing of reset events over the remaining term of the notes based on management projections. This led to a cash flow simulation over the life of the note. A discounted cash flow for each simulation was completed, and it was compared to the discounted cash flow of the note without the embedded features, thus determining a value for the derivative liability.   Key inputs and assumptions used to value the convertible note when it became convertible and upon settlement were as follows:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px"> </td> <td style="width: 24px">●</td> <td style="text-align: justify">The stock projections are based on the historical volatilities for each date. These volatilities were in the 145% range. The stock price projection was modeled such that it follows a geometric Brownian motion with constant drift and a constant volatility, starting with the market stock price at each valuation date;</td></tr> <tr style="vertical-align: top"> <td> </td> <td> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td> </td> <td>●</td> <td style="text-align: justify">An event of default would not occur during the remaining term of the note;</td></tr> <tr style="vertical-align: top"> <td> </td> <td> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td> </td> <td>●</td> <td style="text-align: justify">Conversion of the notes to stock would be completed monthly after any holding period and would be limited based on: 5% of the last 6 months average trading volume and the ownership limit identified in the contract assuming the underlying number of common shares increases at 1% per month. The effective discount was determined based on the historical trading history of the Company based on the specific pricing mechanism in each note;</td></tr> <tr style="vertical-align: top"> <td> </td> <td> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td> </td> <td>●</td> <td style="text-align: justify">The Company would not have funds available to redeem the notes during the remaining term of the convertible notes;</td></tr> <tr style="vertical-align: top"> <td> </td> <td> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td> </td> <td>●</td> <td style="text-align: justify">Discount rates were based on risk free rates in effect based on the remaining term and date of each valuation and instrument.</td></tr> </table>   Using the results from the model, the Company recorded a derivative liability of $255,891 for outstanding warrants that were tainted and a derivative liability of $213,685 for the fair value of the convertible feature included in the Company’s convertible debt instruments for the nine months ended October 31, 2017. The derivative liability on the outstanding tainted warrants was charged to additional paid in capital. The derivative liability recorded for the convertible feature created a debt discount of $148,000 which is being amortized over the remaining term of the note using the effective interest rate method, and a “day 1” derivative loss of $65,685 which is included in total (gains) losses on fair value change of derivative liability in the consolidated statements of operations. Interest expense related to the amortization of this debt discount for the nine months ended October 31, 2017 was $13,623. Additionally, $109,071 of  debt discount was charged to interest expense upon conversion of the underlying debt instrument. The remaining unamortized debt discount related to the derivative liability was $25,306 as of October 31, 2017. The Company recorded the change in the fair value of the derivative liability as a gain of $75,880 to reflect the value of the derivative liability for warrants and convertible notes as $241,689 as of October 31, 2017. The Company also recorded a reclassification from derivative liability to equity of $152,007 for the conversions of a portion of the Company’s convertible notes during the nine months ended October 31, 2017. The following table sets forth a reconciliation of changes in the fair value of the Company’s derivative liability:     <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td> </td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center">Nine months ended October 31,</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">2017</td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">2016</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 72%">Beginning balance</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 11%; text-align: right">—  </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 11%; text-align: right">3,293</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Total (gains) losses on fair value change of derivative liability</td> <td> </td> <td> </td> <td style="text-align: right">(10,195</td> <td>)</td> <td> </td> <td> </td> <td style="text-align: right">184,793</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Settlements</td> <td> </td> <td> </td> <td style="text-align: right">(152,007</td> <td>)</td> <td> </td> <td> </td> <td style="text-align: right">(1,178,881</td> <td>)</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Additions</td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">403,891</td> <td> </td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">990,795</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Ending balance</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">241,689</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">-  </td> <td> </td></tr> </table>

NOTE 8 – Convertible promissory notes   Following is a summary of convertible promissory notes:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">October 31, 2017</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">January 31, 2017</td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 66%">12% convertible note payable issued December 2016, due December 2017</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 14%; text-align: right">-</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 14%; text-align: right">33,467</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>12% convertible note payable issued February 2017, due February 2018</td> <td> </td> <td> </td> <td style="text-align: right">48,280</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>12% convertible note payable issued April 2017, due January 2018</td> <td> </td> <td> </td> <td style="text-align: right">11,174</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>8% convertible note payable issued June 2017, due June 2018</td> <td> </td> <td> </td> <td style="text-align: right">55,274</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>12% convertible note payable issued July 2017, due April 2018</td> <td> </td> <td> </td> <td style="text-align: right">51,578</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>8% convertible note payable issued September 2017, due September 2018</td> <td> </td> <td> </td> <td style="text-align: right">43,635</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>12% convertible note payable issued October 2017, due October 2018</td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">50,181</td> <td> </td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="text-align: right">260,122</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">33,467</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Less debt discount</td> <td> </td> <td> </td> <td style="text-align: right">(35,383</td> <td>)</td> <td> </td> <td> </td> <td style="text-align: right">(2,646</td> <td>)</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Less current portion of convertible notes</td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">(224,739</td> <td>)</td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">(30,821</td> <td>)</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Long-term convertible notes payable</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">—</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">—</td> <td> </td></tr> </table>   On December 14, 2016, we entered into a convertible promissory note (the “December 2016 Note”) to Tangiers Investment Group, LLC (“Tangiers”) for a principal sum of up to $110,000, bearing interest at 12% per annum. The consideration is up to $100,000, which would produce an original issue discount of $10,000 if all the consideration is received. The lender paid $30,000 pursuant to the terms of the December 2016 Note on December 19, 2016, which resulted in the Company recording a $3,000 original issue discount. The maturity date is one year from the effective date of each payment, as well as any unpaid interest and other fees. The December 2016 Note may be convertible into shares of common stock of our company after 180 days of funding at a conversion price of 62.5% of the volume weighted average price of the Company’s common stock during the five trading days previous to the conversion. We may repay the December 2016 Note at any time before 150 days from the effective date of the December 2016 Note, or prepay at 130% of the principal from 151 to 180 days, after which we may not make any further payments on the December 2016 Note prior to the maturity date without written approval from the lender. As of January 31, 2017, we had $33,467 of principal and interest outstanding for the December 2016 Note. On June 16, 2017, Tangiers converted this note in full for 34,222,222 shares of the Company’s common stock. As of October 31, 2017, we had $0 of principal and interest outstanding for the December 2016 Note.   On February 2, 2017, the Company and Tangiers entered into Amendment #1 to the December 2016 Note (“Amendment #1”). Amendment #1 provides that, on or before February 2, 2017, Tangiers would make a payment to the Company of $77,000, which includes a 10% OID. The net proceeds of $70,000 were received on February 2, 2017. The maturity date is February 3, 2018. Also on February 2, 2017, the Company and Tangiers entered into Amendment #2 to the December 2016 Note (“Amendment #2”). Amendment #2 provides that the conversion price under the Note is equal to 60% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to Tangier’s conversion election. The default percentages of 5% and 10% of the discount of conversion price point remained the same other than reflecting the amended discount price. In addition, the provision in the Note relating to a right of first refusal was removed by Amendment #2. During the nine months ended October 31, 2017, Tangiers converted an aggregate of $35,000 of this note for 32,436,378 shares of the Company’s common stock. As of October 31, 2017, we had $48,280 of principal and interest outstanding under this note.   On April 11, 2017, we received proceeds of $48,000, net of a $2,000 fee, under a convertible promissory note dated April 10, 2017 (the “April 2017 Note”). The total principal under the April 2017 Note is $50,000, bears interest at 12% per annum, is due on January 10, 2018, and is convertible in shares of the Company’s common stock after 180 days at a conversion price with a 45% discount to the lowest weighted average market price during the previous 20 trading days to the date of conversion. During the nine months ended October 31, 2017, the noteholder converted an aggregate of $42,000 of this note for 50,617,801 shares of the Company’s common stock. As of October 31, 2017, we had $11,174 of principal and interest outstanding under the note.   On June 20, 2017, we received proceeds of $50,000, net of a $3,000 fee, under a convertible note dated June 20, 2017 (the “June 2017 Note”). The total principal under the June 2017 Note is $53,000, bears interest at 8% per annum, is due on June 20, 2018, and is convertible in shares of the Company’s common stock after 180 days at a conversion price of 65% of the lowest weighted average market price during the previous 10 trading days to the date of conversion. As of October 31, 2017, we had $55,274 of principal and interest outstanding.   On July 27, 2017, we received proceeds of $48,000, net of a $2,000 fee, under a convertible note dated July 26, 2017 (the “July 2017 Note”). The total principal under the July 2017 Note is $50,000, bears interest at 12% per annum, is due on April 26, 2018, and is convertible in shares of the Company’s common stock after 180 days at a conversion price with a 45% discount to the lowest weighted average market price during the previous 20 trading days to the date of conversion. As of October 31, 2017, we had $51,578 of principal and interest outstanding.   On September 15, 2017, we received proceeds of $40,000, net of a $3,000 fee, under a convertible note dated September 15, 2017 (the “September 2017 Note”). The total principal under the September 2017 Note is $43,000, bears interest at 8% per annum, is due on September 13, 2018, and is convertible in shares of the Company’s common stock after 180 days at a conversion price of 65% of the lowest weighted average market price during the previous 10 trading days to the date of conversion. As of October 31, 2017, we had $43,635 of principal and interest outstanding.   On October 18, 2017, we received proceeds of $48,000, net of a $2,000 fee, under a convertible note dated October 18, 2017 (the “October 2017 Note”). The total principal under the October 2017 Note is $50,000, bears interest at 12% per annum, is due on October 18, 2018, and is convertible in shares of the Company’s common stock after 180 days at a conversion price with a 45% discount to the lowest weighted average market price during the previous 20 trading days to the date of conversion. As of October 31, 2017, we had $50,181 of principal and interest outstanding.   During the nine months ended October 31, 2017 and 2016, the Company recorded debt discounts of $148,000 and $225,969, respectively, due to the derivative liabilities, and original issue debt discounts of $19,000 and $7,800, respectively, due to the convertible notes. The Company recorded amortization of these discounts of $134,263 and $240,050 for the nine months ended October 31, 2017 and 2016, respectively.

NOTE 9 – Stockholders’ deficit   Our common shares are all of the same class, are voting and entitle stockholders to receive dividends as defined. Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets or any dividends that may be declared.   On July 15, 2015, the Company’s shareholders approved an amendment to the Company’s articles of incorporation to increase the number of authorized common shares from 1,250,000,000 to 6,250,000,000.   Between February 2014 and July 2014, pursuant to the investment agreement with KVM, KVM purchased 34,214,226 shares for $456,924, of which $55,673 is still owed to the Company and is reflected as a stock subscription receivable as of October 31, 2017.   On June 20, 2015, we entered into an investment agreement (the “Investment Agreement”) with Tangiers Investment Group, LLC (the “Investor”), whereby the Investor has agreed to invest up to $8,000,000 to purchase shares of our common stock. Subject to the terms and conditions of the Investment Agreement and a registration rights agreement, we may, in our sole discretion, deliver a notice to the Investor which states the dollar amount which we intend to sell to the Investor on a certain date. The amount that we shall be entitled to sell to Investor shall be equal to one hundred and fifty percent (150%) of the average daily volume (U.S. market only) of the common stock for the ten (10) trading days prior to the applicable notice date so long as such amount does not exceed an accumulative amount per month of $100,000. The minimum amount shall be equal to $5,000. In connection with the Investment Agreement, we also entered into a registration rights agreement dated June 20, 2015, whereby we agreed to file a Registration Statement on Form S-1 with the SEC within thirty (30) days of the date of the registration rights agreement and to have the Registration Statement declared effective by the SEC within ninety (90) days after we have filed the Registration Statement. We filed Form S-1 on July 2, 2015 and Form S-1 Amendment No. 1 on July 29, 2015, for registration of 100,000,000 shares of the Company’s common stock under the Investment Agreement, which was declared effective by the SEC on August 5, 2015. During the year ended January 31, 2016, the Company issued an aggregate of 100,000,000 shares of common stock for total proceeds of $129,751 to Tangiers Investment Group, LLC under the Investment Agreement.   The Company filed a registration statement on Form S-1 with the SEC on January 21, 2016 and Amendment No. 1 thereto on February 24, 2016, for registration of 350,000,000 shares of the Company’s common stock under the Investment Agreement dated June 20, 2015 with Tangiers Investment Group, LLC. The registration statement, as amended, was declared effective by the SEC on March 15, 2016. During the year ended January 31, 2017, the Company issued an aggregate of 110,098,238 shares of common stock for total proceeds of $179,291 to Tangiers Investment Group, LLC under the Investment Agreement. During the nine months ended October 31, 2017, the Company issued an aggregate of 92,609,558 shares of common stock for total proceeds of $170,334 to Tangiers Investment Group, LLC under the Investment Agreement. The Company filed a Post-Effective Amendment No. 2 to the registration statement with the SEC on September 29, 2017, however is was withdrawn by the Company on November 20, 2017 in light of the fact that the Company’s common stock is not quoted on either the OTCQB or OTC Bulletin Board marketplace. The Company intends to re-file a post-effective amendment after the Company’s common stock is re-quoted on either the OTC Bulletin Board or OTCQB.   During the nine months ended October 31, 2017, the Company received aggregate proceeds of $58,000 from investors to purchase a total of 24,964,736 units. Each unit consists of one share of the Company’s common stock and one-half warrant to purchase one-half equivalent share each of the Company’s common stock. The warrants have exercise prices ranging from $0.0028 to $0.0053 with a three-year term.   During the nine months ended October 31, 2017, the Company issued 117,276,401 shares for the conversion of $113,960 of convertible notes payable at exercise prices ranging from $0.00072 to $0.00113.   During the nine months ended October 31, 2017, the Company issued 1,750,000 shares to an investor for the exercise of warrants at a price of $0.0028 per share for cash proceeds of $4,900.   During the nine months ended October 31, 2017, the Company issued 999,480 shares for services with a fair value of $3,748. The Company also issued 24,242,424 shares with a fair value of approximately $53,333 to settle accounts payable of $44,000. The Company recorded a $9,333 loss on settlement of accounts payable for the excess of fair value of the stock issued over the accounts payable settled.

Fair Value   ASC 820 Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:   Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.   Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services.   Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.   Our financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible notes payable, and derivative liability. It is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from these financial instruments. With the exception of the derivative liability, the fair value of these financial instruments approximates their carrying values based on their short maturities or for long-term debt based on borrowing rates currently available to us for loans with similar terms and maturities. Gains and losses recognized on changes in estimated fair value of the derivative liability are reported in other income (expense) as gain (loss) on change in fair value.

Whole share purchase warrants outstanding at October 31, 2017 are as follows:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="2" style="text-align: center">Number of</td> <td> </td> <td> </td> <td colspan="2" style="text-align: center">Weighted average</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="2" style="text-align: center">whole share</td> <td> </td> <td> </td> <td colspan="2" style="text-align: center">exercise</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">purchase warrants</td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">price per share</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 62%">Outstanding, January 31, 2017</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 16%; text-align: right">130,682,120</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 16%; text-align: right">0.006</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Issued</td> <td> </td> <td> </td> <td style="text-align: right">12,482,369</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">0.003</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Expired</td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Exercised</td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">(1,750,000</td> <td>)</td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">0.003</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Outstanding, October 31, 2017</td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double; text-align: right">141,414,489</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">0.006</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td> <td> </td> <td> </td> <td style="text-align: right"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Exercisable, October 31, 2017</td> <td> </td> <td style="border-bottom: black 2.25pt double"> </td> <td style="border-bottom: black 2.25pt double; text-align: right">141,414,489</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">0.006</td> <td> </td></tr> </table>

The following table sets forth a reconciliation of changes in the fair value of the Company’s derivative liability:     <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td> </td> <td colspan="6" style="border-bottom: black 1.5pt solid; text-align: center">Nine months ended October 31,</td> <td> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">2017</td> <td> </td> <td> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">2016</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 72%">Beginning balance</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 11%; text-align: right">—  </td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 11%; text-align: right">3,293</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Total (gains) losses on fair value change of derivative liability</td> <td> </td> <td> </td> <td style="text-align: right">(10,195</td> <td>)</td> <td> </td> <td> </td> <td style="text-align: right">184,793</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Settlements</td> <td> </td> <td> </td> <td style="text-align: right">(152,007</td> <td>)</td> <td> </td> <td> </td> <td style="text-align: right">(1,178,881</td> <td>)</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Additions</td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">403,891</td> <td> </td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">990,795</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Ending balance</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">241,689</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">-  </td> <td> </td></tr> </table>

Following is a summary of convertible promissory notes:   <table cellspacing="0" cellpadding="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">October 31, 2017</td> <td style="text-align: center"> </td> <td style="text-align: center"> </td> <td colspan="2" style="border-bottom: black 1.5pt solid; text-align: center">January 31, 2017</td> <td style="text-align: center"> </td></tr> <tr style="vertical-align: bottom"> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td> <td> </td> <td colspan="2"> </td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 66%">12% convertible note payable issued December 2016, due December 2017</td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 14%; text-align: right">-</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 1%">$</td> <td style="width: 14%; text-align: right">33,467</td> <td style="width: 1%"> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>12% convertible note payable issued February 2017, due February 2018</td> <td> </td> <td> </td> <td style="text-align: right">48,280</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>12% convertible note payable issued April 2017, due January 2018</td> <td> </td> <td> </td> <td style="text-align: right">11,174</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>8% convertible note payable issued June 2017, due June 2018</td> <td> </td> <td> </td> <td style="text-align: right">55,274</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>12% convertible note payable issued July 2017, due April 2018</td> <td> </td> <td> </td> <td style="text-align: right">51,578</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>8% convertible note payable issued September 2017, due September 2018</td> <td> </td> <td> </td> <td style="text-align: right">43,635</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>12% convertible note payable issued October 2017, due October 2018</td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">50,181</td> <td> </td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">—</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: white"> <td> </td> <td> </td> <td> </td> <td style="text-align: right">260,122</td> <td> </td> <td> </td> <td> </td> <td style="text-align: right">33,467</td> <td> </td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Less debt discount</td> <td> </td> <td> </td> <td style="text-align: right">(35,383</td> <td>)</td> <td> </td> <td> </td> <td style="text-align: right">(2,646</td> <td>)</td></tr> <tr style="vertical-align: bottom; background-color: white"> <td>Less current portion of convertible notes</td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">(224,739</td> <td>)</td> <td> </td> <td style="border-bottom: black 1.5pt solid"> </td> <td style="border-bottom: black 1.5pt solid; text-align: right">(30,821</td> <td>)</td></tr> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td>Long-term convertible notes payable</td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">—</td> <td> </td> <td> </td> <td style="border-bottom: black 2.25pt double">$</td> <td style="border-bottom: black 2.25pt double; text-align: right">—</td> <td> </td></tr> </table>

12482369

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0.006 --01-31 2017-10-31

24242424 53333

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148000

19671

18805

1120151

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$.00001 par value; 6,250,000,000 authorized; 2,265,686,911 and 2,003,844,312 shares issued and outstanding Stock subscription receivable Additional paid-in capital Accumulated deficit Total stockholders' deficit Total liabilities and stockholders' deficit Net of debt discount Common stock, par value Common stock, shares authorized Common stock, shares issued Common stock, shares outstanding Income Statement [Abstract] Revenues Expenses: Geological and geophysical costs Salaries and benefits Public relations Depreciation Legal Professional services General and administrative Travel Net operating expenses Loss from operations Other income (expense): Interest expense Loss on settlement of accounts payable Gain (loss) on change in fair value of derivative liability Total other expense Net loss Net loss per share of common stock - basic and diluted Weighted average number of shares of common stock outstanding - basic and diluted Statement of Cash Flows [Abstract] Cash flows from operating activities: Net loss Adjustments to reconcile net loss to net cash used in operating activities: Amortization of debt discount Loss on settlement of accounts payable (Gain) loss on change in fair value of derivative liabilities Share-based compensation Common shares issued for third party services Warrants issued for third party services Changes in assets and liabilities: Prepaid expenses Other current assets Accounts payable and accrued expenses Accrued wages related parties Accrued interest Cash flows used in operating activities: Cash flows from financing activities: Payments on long-term debt Principal activity on convertible promissory notes Proceeds from the issuance of common stock, net of expenses Net cash provided by financing activities Increase in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period Supplemental disclosure of cash flow information: Income tax paid Interest paid Supplemental disclosure of non-cash items: Resolutions of derivative liabilities due to debt conversions Warrants reclassed to derivative liabilities Debt discounts due to derivative liabilities Common stock issued for conversion of debt and interest Shares issuance for settlement of accounts payable APIC reclassed to derivative liability from tainted warrants Organization, Consolidation and Presentation of Financial Statements [Abstract] Interim Financial Statement Disclosure Going Concern Accounting Policies [Abstract] Summary of Significant Accounting Policies Related Party Transactions [Abstract] Related Party Transactions Disclosure of Compensation Related Costs, Share-based Payments [Abstract] Stock Options Warrants Warrants Derivative Instruments and Hedging Activities Disclosure [Abstract] Derivative Liabilities Debt Disclosure [Abstract] Convertible Promissory Notes Equity [Abstract] Stockholders' Deficit Commitments and Contingencies Disclosure [Abstract] Commitments and Contingencies Subsequent Events [Abstract] Subsequent Events Fair Value Statement [Table] Statement [Line Items] Schedule of Stock Options Activity Warrants Tables Schedule of Warrant Activity Schedule of Changes in Fair Value of Derivative Liabilities Summary of Convertible Promissory Notes Schedule of Related Party Transactions, by Related Party [Table] Related Party Transaction [Line Items] Monthly payment of rent Total rent expense Accrued unpaid wages Accounts payable Weighted average remaining period Aggregate intrinsic value Share based compensation Number of options, Outstanding Number of options, Granted Number of options, Cancelled/Forfeited Number of options, Exercised Number of options, Outstanding Number of options, Exercisable Weighted average exercise price, Outstanding Weighted average exercise price, Granted Weighted average exercise price, Cancelled/Forfeited Weighted average exercise price, Exercised Weighted average exercise price, Outstanding Weighted average exercise price, Exercisable Warrants [Table] Warrants [Line Items] Share purchase warrants outstanding and exercisable Warrants weighted average remaining life Weighted average exercise price EX-101.PRE 9 lbsr-20171031_pre.xml XBRL PRESENTATION FILE XML 10 R1.htm IDEA: XBRL DOCUMENT

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Oct. 31, 2017	Dec. 15, 2017
Document And Entity Information
Entity Registrant Name	LIBERTY STAR URANIUM & METALS CORP.
Entity Central Index Key	0001172178
Document Type	10-Q
Document Period End Date	Oct. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--01-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		2,307,050,510
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2018

XML 11 R2.htm IDEA: XBRL DOCUMENT

Consolidated Balance Sheets - USD ($)	Oct. 31, 2017	Jan. 31, 2017
Current:
Cash and cash equivalents	$ 22,820	$ 5,042
Prepaid expenses	4,622	3,710
Total current assets	27,442	8,752
Property and equipment, net	5,004	8,466
Total assets	32,446	17,218
Current:
Convertible promissory note, net of debt discount of $35,383 and $2,646	224,739	30,821
Accounts payable and accrued liabilities	381,070	443,837
Accounts payable to related party	34,798	34,798
Accrued wages to related parties	668,574	610,695
Derivative liability	241,689
Total current liabilities	1,550,870	1,120,151
Total liabilities	1,550,870	1,120,151
Commitments and Contingencies (Note 10)
Stockholders' deficit
Common stock - $.00001 par value; 6,250,000,000 authorized; 2,265,686,911 and 2,003,844,312 shares issued and outstanding	22,657	20,038
Stock subscription receivable	(55,673)	(55,673)
Additional paid-in capital	53,382,341	53,077,578
Accumulated deficit	(54,867,749)	(54,144,876)
Total stockholders' deficit	(1,518,424)	(1,102,933)
Total liabilities and stockholders' deficit	$ 32,446	$ 17,218

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Consolidated Balance Sheets (Parenthetical) - USD ($)	Oct. 31, 2017	Jan. 31, 2017
Statement of Financial Position [Abstract]
Net of debt discount	$ 35,383	$ 2,646
Common stock, par value	$ .00001	$ .00001
Common stock, shares authorized	6,250,000,000	6,250,000,000
Common stock, shares issued	2,265,686,911	2,003,844,312
Common stock, shares outstanding	2,265,686,911	2,003,844,312

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Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Oct. 31, 2017	Oct. 31, 2016	Oct. 31, 2017	Oct. 31, 2016
Income Statement [Abstract]
Revenues
Expenses:
Geological and geophysical costs	5,938	25,707	52,963	70,489
Salaries and benefits	76,920	89,715	229,571	262,268
Public relations	455	3,353	25,925	19,931
Depreciation	1,053	1,277	3,462	4,420
Legal	5,330		22,729	47,154
Professional services	19,250	22,750	63,148	75,094
General and administrative	57,411	64,740	140,258	175,318
Travel	2,051	1,598	11,360	6,027
Net operating expenses	168,408	209,140	549,416	660,701
Loss from operations	(168,408)	(209,140)	(549,416)	(660,701)
Other income (expense):
Interest expense	(105,315)	(76,544)	(174,319)	(281,453)
Loss on settlement of accounts payable			(9,333)
Gain (loss) on change in fair value of derivative liability	10,195	17,408	10,195	(184,793)
Total other expense	(95,120)	(59,136)	(173,457)	(466,246)
Net loss	$ (263,528)	$ (268,276)	$ (722,873)	$ (1,126,947)
Net loss per share of common stock - basic and diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average number of shares of common stock outstanding - basic and diluted	2,199,444,601	1,841,867,754	2,108,745,039	1,713,653,064

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Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Oct. 31, 2017	Oct. 31, 2016
Cash flows from operating activities:
Net loss	$ (722,873)	$ (1,126,947)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	3,462	4,420
Amortization of debt discount	134,263	240,050
Loss on settlement of accounts payable	9,333
(Gain) loss on change in fair value of derivative liabilities	(10,195)	184,793
Share-based compensation	6,991	72,000
Common shares issued for third party services	3,748	47,500
Warrants issued for third party services		540
Changes in assets and liabilities:
Prepaid expenses	(912)	3,548
Other current assets		1,152
Accounts payable and accrued expenses	(18,767)	72,098
Accrued wages related parties	57,879	92,452
Accrued interest	17,615	22,600
Cash flows used in operating activities:	(519,456)	(385,794)
Cash flows from financing activities:
Payments on long-term debt		(562)
Principal activity on convertible promissory notes	304,000	78,000
Proceeds from the issuance of common stock, net of expenses	233,234	317,729
Net cash provided by financing activities	537,234	395,167
Increase in cash and cash equivalents	17,778	9,373
Cash and cash equivalents, beginning of period	5,042	536
Cash and cash equivalents, end of period	22,820	9,909
Supplemental disclosure of cash flow information:
Income tax paid
Interest paid	19,671	18,805
Supplemental disclosure of non-cash items:
Resolutions of derivative liabilities due to debt conversions	152,007	237,997
Warrants reclassed to derivative liabilities		176,058
Debt discounts due to derivative liabilities	148,000	225,969
Common stock issued for conversion of debt and interest	113,960	241,604
Shares issuance for settlement of accounts payable	44,000
APIC reclassed to derivative liability from tainted warrants	$ 255,891

XML 15 R6.htm IDEA: XBRL DOCUMENT

Interim Financial Statement Disclosure

9 Months Ended

Oct. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Interim Financial Statement Disclosure

NOTE 1 – Interim financial statement disclosure

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Going Concern

9 Months Ended

Oct. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

NOTE 2 – Going concern

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Summary of Significant Accounting Policies

9 Months Ended

Oct. 31, 2017

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 3 – Summary of Significant Accounting Policies

Fair Value

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

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Related Party Transactions

9 Months Ended

Oct. 31, 2017

Related Party Transactions

NOTE 4 – Related party transactions

We entered into the following transactions with related parties during the nine months ended October 31, 2017:

At October 31, 2017, we had accounts payable to JABA of $34,798, which is reflected as accounts payable to related party on the accompanying consolidated balance sheets.

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Stock Options

9 Months Ended

Oct. 31, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Options

NOTE 5 – Stock options

Qualified and Non-qualified incentive stock options to employees and directors outstanding at October 31, 2017 are as follows:

				Weighted average
	Number of			exercise
	options			price per share
Outstanding, January 31, 2017		97,392,450		$	0.034
Granted		—			—
Cancelled		(7,537,500	)		0.042
Exercised		—			—
Outstanding, October 31, 2017		89,854,950		$	0.034

Exercisable, October 31, 2017		89,854,950		$	0.034

These options had a weighted average remaining life of 3.81 years and an aggregate intrinsic value of $0 as of October 31, 2017.

Non-qualified stock options to non-employee consultants and vendors outstanding at October 31, 2017 are as follows:

				Weighted average
	Number of			exercise
	options			price per share
Outstanding, January 31, 2017		1,453,800		$	0.017
Granted		—			—
Forfeited		(828,800	)		0.003
Exercised		—			—
Outstanding, October 31, 2017		625,000		$	0.036

Exercisable, October 31, 2017		625,000		$	0.036

These options had a weighted average remaining life of 3.08 years and an aggregate intrinsic value of $0 as of October 31, 2017.

During the nine months ended October 31, 2017, we recognized $6,991 of compensation expense related to incentive and non-qualified stock options granted to officers, employees and consultants.

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Warrants

9 Months Ended

Oct. 31, 2017

Warrants

Warrants

NOTE 6 – Warrants

Whole share purchase warrants outstanding at October 31, 2017 are as follows:

	Number of			Weighted average
	whole share			exercise
	purchase warrants			price per share
Outstanding, January 31, 2017		130,682,120		$	0.006
Issued		12,482,369			0.003
Expired		—			—
Exercised		(1,750,000	)		0.003
Outstanding, October 31, 2017		141,414,489		$	0.006

Exercisable, October 31, 2017		141,414,489		$	0.006

During the nine months ended October 31, 2017, the Company issued 1,750,000 shares to an investor for the exercise of warrants at a price of $0.0028 per share for cash proceeds of $4,900.

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Derivative Liabilities

9 Months Ended

Oct. 31, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Liabilities

NOTE 7 – Derivative Liabilities

Key inputs and assumptions used to value the convertible note when it became convertible and upon settlement were as follows:

	●	The stock projections are based on the historical volatilities for each date. These volatilities were in the 145% range. The stock price projection was modeled such that it follows a geometric Brownian motion with constant drift and a constant volatility, starting with the market stock price at each valuation date;

	●	An event of default would not occur during the remaining term of the note;

	●	Conversion of the notes to stock would be completed monthly after any holding period and would be limited based on: 5% of the last 6 months average trading volume and the ownership limit identified in the contract assuming the underlying number of common shares increases at 1% per month. The effective discount was determined based on the historical trading history of the Company based on the specific pricing mechanism in each note;

	●	The Company would not have funds available to redeem the notes during the remaining term of the convertible notes;

	●	Discount rates were based on risk free rates in effect based on the remaining term and date of each valuation and instrument.

The following table sets forth a reconciliation of changes in the fair value of the Company’s derivative liability:

	Nine months ended October 31,
	2017			2016
Beginning balance	$	—		$	3,293
Total (gains) losses on fair value change of derivative liability		(10,195	)		184,793
Settlements		(152,007	)		(1,178,881	)
Additions		403,891			990,795
Ending balance	$	241,689		$	-

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Convertible Promissory Notes

9 Months Ended

Oct. 31, 2017

Debt Disclosure [Abstract]

Convertible Promissory Notes

NOTE 8 – Convertible promissory notes

Following is a summary of convertible promissory notes:

	October 31, 2017			January 31, 2017

12% convertible note payable issued December 2016, due December 2017	$	-		$	33,467
12% convertible note payable issued February 2017, due February 2018		48,280			—
12% convertible note payable issued April 2017, due January 2018		11,174			—
8% convertible note payable issued June 2017, due June 2018		55,274			—
12% convertible note payable issued July 2017, due April 2018		51,578			—
8% convertible note payable issued September 2017, due September 2018		43,635			—
12% convertible note payable issued October 2017, due October 2018		50,181			—
		260,122			33,467
Less debt discount		(35,383	)		(2,646	)
Less current portion of convertible notes		(224,739	)		(30,821	)
Long-term convertible notes payable	$	—		$	—

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Stockholders' Deficit

9 Months Ended

Oct. 31, 2017

Equity [Abstract]

Stockholders' Deficit

NOTE 9 – Stockholders’ deficit

During the nine months ended October 31, 2017, the Company issued 117,276,401 shares for the conversion of $113,960 of convertible notes payable at exercise prices ranging from $0.00072 to $0.00113.

During the nine months ended October 31, 2017, the Company issued 1,750,000 shares to an investor for the exercise of warrants at a price of $0.0028 per share for cash proceeds of $4,900.

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Commitments and Contingencies

9 Months Ended

Oct. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 10 – Commitments and contingencies

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Subsequent Events

9 Months Ended

Oct. 31, 2017

Subsequent Events [Abstract]

Subsequent Events

NOTE 11 – Subsequent events

On November 9, 2017, the Company issued 15,722,573 shares for the conversion of $11,242 of a convertible note at an exercise price of $0.00072.

On December 7, 2017, the Company issued 25,641,026 shares for the conversion of $20,000 of a convertible note at an exercise price of $0.00078.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Oct. 31, 2017

Accounting Policies [Abstract]

Fair Value

Fair Value

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

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Stock Options (Tables)

9 Months Ended

Oct. 31, 2017

Incentive Stock Options [Member]

Schedule of Stock Options Activity

Qualified and Non-qualified incentive stock options to employees and directors outstanding at October 31, 2017 are as follows:

				Weighted average
	Number of			exercise
	options			price per share
Outstanding, January 31, 2017		97,392,450		$	0.034
Granted		—			—
Cancelled		(7,537,500	)		0.042
Exercised		—			—
Outstanding, October 31, 2017		89,854,950		$	0.034

Exercisable, October 31, 2017		89,854,950		$	0.034

Non-qualified Stock Options [Member]

Schedule of Stock Options Activity

Non-qualified stock options to non-employee consultants and vendors outstanding at October 31, 2017 are as follows:

				Weighted average
	Number of			exercise
	options			price per share
Outstanding, January 31, 2017		1,453,800		$	0.017
Granted		—			—
Forfeited		(828,800	)		0.003
Exercised		—			—
Outstanding, October 31, 2017		625,000		$	0.036

Exercisable, October 31, 2017		625,000		$	0.036

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Warrants (Tables)

9 Months Ended

Oct. 31, 2017

Warrants

Schedule of Warrant Activity

Whole share purchase warrants outstanding at October 31, 2017 are as follows:

	Number of			Weighted average
	whole share			exercise
	purchase warrants			price per share
Outstanding, January 31, 2017		130,682,120		$	0.006
Issued		12,482,369			0.003
Expired		—			—
Exercised		(1,750,000	)		0.003
Outstanding, October 31, 2017		141,414,489		$	0.006

Exercisable, October 31, 2017		141,414,489		$	0.006

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details

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Derivative Liabilities (Tables)

9 Months Ended

Oct. 31, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Changes in Fair Value of Derivative Liabilities

The following table sets forth a reconciliation of changes in the fair value of the Company’s derivative liability:

	Nine months ended October 31,
	2017			2016
Beginning balance	$	—		$	3,293
Total (gains) losses on fair value change of derivative liability		(10,195	)		184,793
Settlements		(152,007	)		(1,178,881	)
Additions		403,891			990,795
Ending balance	$	241,689		$	-

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Convertible Promissory Notes (Tables)

9 Months Ended

Oct. 31, 2017

Debt Disclosure [Abstract]

Summary of Convertible Promissory Notes

Following is a summary of convertible promissory notes:

	October 31, 2017			January 31, 2017

12% convertible note payable issued December 2016, due December 2017	$	-		$	33,467
12% convertible note payable issued February 2017, due February 2018		48,280			—
12% convertible note payable issued April 2017, due January 2018		11,174			—
8% convertible note payable issued June 2017, due June 2018		55,274			—
12% convertible note payable issued July 2017, due April 2018		51,578			—
8% convertible note payable issued September 2017, due September 2018		43,635			—
12% convertible note payable issued October 2017, due October 2018		50,181			—
		260,122			33,467
Less debt discount		(35,383	)		(2,646	)
Less current portion of convertible notes		(224,739	)		(30,821	)
Long-term convertible notes payable	$	—		$	—

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Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended
	Oct. 31, 2017	Jan. 31, 2017
Related Party Transaction [Line Items]
Monthly payment of rent	$ 8,525
Accounts payable	34,798	$ 34,798
JABA US Inc [Member]
Related Party Transaction [Line Items]
Accounts payable	34,798
Jim Briscoe [Member]
Related Party Transaction [Line Items]
Monthly payment of rent	522
Total rent expense	4,698
Accrued unpaid wages	652,949
Former President [Member]
Related Party Transaction [Line Items]
Accrued unpaid wages	$ 15,625

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Stock Options (Details Narrative) - USD ($)	9 Months Ended
Stock Options (Details Narrative) - USD ($)	Oct. 31, 2017	Oct. 31, 2016
Share based compensation	$ 6,991	$ 72,000
Incentive Stock Options [Member]
Weighted average remaining period	3 years 9 months 22 days
Aggregate intrinsic value	$ 0
Non-qualified Stock Options [Member]
Weighted average remaining period	3 years 29 days
Aggregate intrinsic value	$ 0

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Stock Options - Schedule of Stock Options Activity (Details)	9 Months Ended
	Oct. 31, 2017 $ / shares shares
Incentive Stock Options [Member]
Number of options, Outstanding \| shares	97,392,450
Number of options, Granted \| shares
Number of options, Cancelled/Forfeited \| shares	(7,537,500)
Number of options, Exercised \| shares
Number of options, Outstanding \| shares	89,854,950
Number of options, Exercisable \| shares	89,854,950
Weighted average exercise price, Outstanding \| $ / shares	$ 0.034
Weighted average exercise price, Granted \| $ / shares
Weighted average exercise price, Cancelled/Forfeited \| $ / shares	0.042
Weighted average exercise price, Exercised \| $ / shares
Weighted average exercise price, Outstanding \| $ / shares	0.034
Weighted average exercise price, Exercisable \| $ / shares	$ 0.034
Non-qualified Stock Options [Member]
Number of options, Outstanding \| shares	1,453,800
Number of options, Granted \| shares
Number of options, Cancelled/Forfeited \| shares	(828,800)
Number of options, Exercised \| shares
Number of options, Outstanding \| shares	625,000
Number of options, Exercisable \| shares	625,000
Weighted average exercise price, Outstanding \| $ / shares	$ 0.017
Weighted average exercise price, Granted \| $ / shares
Weighted average exercise price, Cancelled/Forfeited \| $ / shares	0.003
Weighted average exercise price, Exercised \| $ / shares
Weighted average exercise price, Outstanding \| $ / shares	0.036
Weighted average exercise price, Exercisable \| $ / shares	$ 0.036

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Warrants (Details Narrative)	9 Months Ended
Warrants (Details Narrative)	Oct. 31, 2017 USD ($) $ / shares shares
Warrants [Line Items]
Share purchase warrants outstanding and exercisable \| shares	141,414,489
Weighted average intrinsic value for warrants outstanding \| $	$ 0
Investors [Member]
Warrants [Line Items]
Warrants issued \| shares	1,750,000
Exercise price of warrants issued	$ 0.0028
Warrants term	3 years
Proceeds from issuance of warrants \| $	$ 4,900
Warrant [Member]
Warrants [Line Items]
Warrants weighted average remaining life	2 years 9 months 11 days
Weighted average exercise price	$ 0.006
Warrant [Member] \| Investors [Member]
Warrants [Line Items]
Warrants issued \| shares	12,482,369
Warrants term	3 years
Warrant [Member] \| Minimum [Member] \| Investors [Member]
Warrants [Line Items]
Exercise price of warrants issued	$ 0.0028
Warrant [Member] \| Maximum [Member] \| Investors [Member]
Warrants [Line Items]
Exercise price of warrants issued	$ 0.0053

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Warrants - Schedule of Warrant Activity (Details) - Warrant [Member]	9 Months Ended
	Oct. 31, 2017 $ / shares shares
Warrants [Line Items]
Number of warrants, Outstanding \| shares	130,682,120
Number of warrants, Issued \| shares	12,482,369
Number of warrants, Expired \| shares
Number of warrants, Exercised \| shares	(1,750,000)
Number of warrants, Outstanding \| shares	141,414,489
Number of warrants, Exercisable \| shares	141,414,489
Weighted average exercise price, Outstanding \| $ / shares	$ 0.006
Weighted average exercise price, Issued \| $ / shares	0.003
Weighted average exercise price, Expired \| $ / shares
Weighted average exercise price, Exercised \| $ / shares	0.003
Weighted average exercise price, Outstanding \| $ / shares	0.006
Weighted average exercise price, Exercisable \| $ / shares	$ 0.006

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Derivative Liabilities (Details Narrative) - USD ($)	9 Months Ended
Derivative Liabilities (Details Narrative) - USD ($)	Oct. 31, 2017	Oct. 31, 2016	Jan. 31, 2017	Jan. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Volatility percentage	145.00%
Conversion note description	Conversion of the notes to stock would be completed monthly after any holding period and would be limited based on: 5% of the last 6 months average trading volume and the ownership limit identified in the contract assuming the underlying number of common shares increases at 1% per month.
Outstanding warrants	$ 255,891
Derivative liabilities	213,685
Amortization of debt discount	148,000
Derivative loss	65,685
Interest expense related to amortization of debt discount	13,623
Debt discount	109,071
Unamortized debt discount related to derivative liability	25,306
Derivative gain	75,880
Derivative liability for warrants and convertible debt	241,689			$ 3,293
Resolutions of derivative liabilities due to debt conversions	$ 152,007	$ 237,997

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Derivative Liabilities - Schedule of Changes in Fair Value of Derivative Liabilities (Details) - USD ($)	3 Months Ended		9 Months Ended
	Oct. 31, 2017	Oct. 31, 2016	Oct. 31, 2017	Oct. 31, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Beginning balance				$ 3,293
Total (gains) losses on fair value change of derivative liability	$ (10,195)	$ (17,408)	(10,195)	184,793
Settlements			(152,007)	(1,178,881)
Additions			403,891	990,795
Ending balance	$ 241,689		$ 241,689

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Convertible Promissory Notes (Details Narrative) - USD ($)									9 Months Ended
	Oct. 18, 2017	Sep. 15, 2017	Jul. 27, 2017	Jun. 20, 2017	Jun. 16, 2017	Apr. 11, 2017	Feb. 02, 2017	Dec. 19, 2016	Oct. 31, 2017	Oct. 31, 2016	Jan. 31, 2017	Dec. 14, 2016
Debt Instrument [Line Items]
Original issue discount amount									$ 19,000	$ 7,800
Debt instrument conversion, amount									$ 113,960
Debt conversion on convertible shares									117,276,401
Principal and interest totaling amount									$ 48,280
Debt discounts amount									148,000	225,969
Amortization of debt discount									134,263	$ 240,050
Amendment One [Member]
Debt Instrument [Line Items]
Interest rate							10.00%
Payment of debt							$ 77,000
Proceeds from debt							$ 70,000
Amendment Two [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date							Feb. 03, 2018
Debt instrument, description							Also on February 2, 2017, the Company and Tangiers entered into Amendment #2 to the December 2016 Note (“Amendment #2”). Amendment #2 provides that the conversion price under the Note is equal to 60% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to Tangier’s conversion election. The default percentages of 5% and 10% of the discount of conversion price point remained the same other than reflecting the amended discount price.
December 2016 Note [Member]
Debt Instrument [Line Items]
Principal and interest totaling amount											$ 33,467
April 2017 Note [Member]
Debt Instrument [Line Items]
Principal amount						$ 50,000
Interest rate						12.00%
Debt instrument conversion, amount									$ 42,000
Debt conversion on convertible shares									50,617,801
Principal and interest totaling amount									$ 11,174
Proceeds from debt						$ 48,000
Debt instrument, maturity date						Jan. 10, 2018
Debt instrument, fee amount						$ 2,000
Percentage of debt discount lowest weighted average market price						45.00%
June 2017 Note [Member]
Debt Instrument [Line Items]
Principal amount				$ 53,000
Interest rate				8.00%
Principal and interest totaling amount									55,274
Proceeds from debt				$ 50,000
Debt instrument, maturity date				Jun. 20, 2018
Debt instrument, fee amount				$ 3,000
Percentage of debt discount lowest weighted average market price				65.00%
July 2017 Note [Member]
Debt Instrument [Line Items]
Principal amount			$ 50,000
Interest rate			12.00%
Principal and interest totaling amount									51,578
Proceeds from debt			$ 48,000
Debt instrument, maturity date			Apr. 26, 2018
Debt instrument, fee amount			$ 2,000
Percentage of debt discount lowest weighted average market price			45.00%
September 2017 Note [Member]
Debt Instrument [Line Items]
Principal amount		$ 43,000
Interest rate		8.00%
Principal and interest totaling amount									43,635
Proceeds from debt		$ 40,000
Debt instrument, maturity date		Sep. 13, 2018
Debt instrument, fee amount		$ 3,000
Percentage of debt discount lowest weighted average market price		65.00%
October 2017 Note [Member]
Debt Instrument [Line Items]
Principal amount	$ 50,000
Interest rate	12.00%
Principal and interest totaling amount									50,181
Proceeds from debt	$ 48,000
Debt instrument, maturity date	Oct. 18, 2018
Debt instrument, fee amount	$ 2,000
Percentage of debt discount lowest weighted average market price	45.00%
Tangiers Investment Group, Llc [Member]
Debt Instrument [Line Items]
Debt instrument conversion, amount									$ 35,000
Debt conversion on convertible shares					34,222,222				32,436,378
Tangiers Investment Group, Llc [Member] \| December 2016 Note [Member]
Debt Instrument [Line Items]
Principal amount												$ 110,000
Interest rate												12.00%
Principal sum of amount plus accrued and unpaid interest												$ 100,000
Original issue discount amount												$ 10,000
Principal and interest totaling amount									$ 0
Convertible Debt [Member] \| December 2016 Note [Member]
Debt Instrument [Line Items]
Original issue discount amount								$ 3,000
Lender paid upon closing terms								$ 30,000
Debt maturity term								1 year
Volume weighted average price description								The maturity date is one year from the effective date of each payment, as well as any unpaid interest and other fees. The December 2016 Note may be convertible into shares of common stock of our company after 180 days of funding at a conversion price of 62.5% of the volume weighted average price of the Company’s common stock during the five trading days previous to the conversion. We may repay the December 2016 Note at any time before 150 days from the effective date of the December 2016 Note, or prepay at 130% of the principal from 151 to 180 days, after which we may not make any further payments on the December 2016 Note prior to the maturity date without written approval from the lender.

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Convertible Promissory Notes - Summary of Convertible Promissory Notes (Details) - USD ($)	Oct. 31, 2017	Jan. 31, 2017
Debt Instrument [Line Items]
Convertible note payable	$ 260,122	$ 33,467
Less debt discount	(35,383)	(2,646)
Less current portion of convertible notes	(224,739)	(30,821)
Long-term convertible notes payable
Convertible Debt One [Member]
Debt Instrument [Line Items]
Convertible note payable		33,467
Convertible Debt Two [Member]
Debt Instrument [Line Items]
Convertible note payable	48,280
Convertible Debt Three [Member]
Debt Instrument [Line Items]
Convertible note payable	11,174
Convertible Debt Four [Member]
Debt Instrument [Line Items]
Convertible note payable	55,274
Convertible Debt Five [Member]
Debt Instrument [Line Items]
Convertible note payable	51,578
Convertible Debt Six [Member]
Debt Instrument [Line Items]
Convertible note payable	43,635
Convertible Debt Seven [Member]
Debt Instrument [Line Items]
Convertible note payable	$ 50,181

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Convertible Promissory Notes - Summary of Convertible Promissory Notes (Details) (Parenthetical)	9 Months Ended	12 Months Ended
	Oct. 31, 2017	Jan. 31, 2017
Convertible Debt One [Member]
Percentage of convertible notes	12.00%	12.00%
Due date	Dec. 31, 2017	Dec. 31, 2017
Convertible Debt Two [Member]
Percentage of convertible notes	12.00%	12.00%
Due date	Feb. 28, 2018	Feb. 28, 2018
Convertible Debt Three [Member]
Percentage of convertible notes	12.00%	12.00%
Due date	Jan. 31, 2018	Jan. 31, 2018
Convertible Debt Four [Member]
Percentage of convertible notes	8.00%	8.00%
Due date	Jun. 30, 2018	Jun. 30, 2018
Convertible Debt Five [Member]
Percentage of convertible notes	12.00%	12.00%
Due date	Apr. 30, 2018	Apr. 30, 2018
Convertible Debt Six [Member]
Percentage of convertible notes	8.00%	8.00%
Due date	Sep. 30, 2018	Sep. 30, 2018
Convertible Debt Seven [Member]
Percentage of convertible notes	12.00%	12.00%
Due date	Oct. 31, 2018	Oct. 31, 2018

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Stockholders’ Deficit (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended		9 Months Ended			12 Months Ended
Stockholders’ Deficit (Details Narrative) - USD ($)	Jun. 16, 2017	Jul. 29, 2015	Jun. 20, 2015	Jun. 20, 2015	Oct. 31, 2017	Oct. 31, 2016	Oct. 31, 2017	Oct. 31, 2016	Oct. 31, 2014	Jan. 31, 2017	Jan. 31, 2016	Jul. 15, 2015
Increase number of authorized common shares					6,250,000,000		6,250,000,000			6,250,000,000
Stock subscription receivable					$ 55,673		$ 55,673			$ 55,673
Proceeds from issuance of common stock							$ 233,234	$ 317,729
Debt conversion of convertible shares							117,276,401
Debt conversion of convertible note							$ 113,960
Number of shares issued for services							999,480
Number of shares issued for services value							$ 3,748
Number of shares issued to settle accounts payable							24,242,424
Number of shares issued to settle accounts payable, value							$ 53,333
Accounts payable					44,000		44,000
Loss on settlement of accounts payable							9,333
KVM [Member]
Purchase of common stock shares issue									34,214,226
Purchase of common stock									$ 456,924
Stock subscription receivable					$ 55,673		$ 55,673
Tangiers Investment Group, Llc [Member]
Purchase of common stock shares issue			8,000,000				92,609,558			110,098,238
Sale of investor percentage			150.00%
Exceed an accumulative amount			$ 100,000
Minimum net capital required for entity			$ 5,000	$ 5,000
Proceeds from issuance of common stock							$ 170,334			$ 179,291
Debt conversion of convertible shares	34,222,222						32,436,378
Debt conversion of convertible note							$ 35,000
Investors [Member]
Purchase of common stock shares issue							24,964,736
Proceeds from issuance of common stock							$ 58,000
Warrants term							3 years
Investor One [Member]
Purchase of common stock shares issue							1,750,000
Warrant exercise price per share					$ 0.0028		$ 0.0028
Proceeds from related party							$ 4,900
Minimum [Member]
Debt conversion price per share					0.00072		$ 0.00072
Minimum [Member] \| Investors [Member]
Warrant exercise price per share					0.0028		0.0028
Maximum [Member]
Debt conversion price per share					0.00113		0.00113
Maximum [Member] \| Investors [Member]
Warrant exercise price per share					$ 0.0053		$ 0.0053
Common Stock [Member]
Issuance of common shares for cash pursuant to investment agreement, shares		100,000,000		350,000,000
Common Stock [Member] \| Tangiers Investment Group, Llc [Member]
Issuance of common shares for cash pursuant to investment agreement, shares											100,000,000
Issuance of common shares for cash pursuant to investment agreement											$ 129,751
Common Stock [Member] \| Minimum [Member]
Increase number of authorized common shares												1,250,000,000
Common Stock [Member] \| Maximum [Member]
Increase number of authorized common shares												6,250,000,000

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Commitments and Contingencies (Details Narrative)	9 Months Ended
Commitments and Contingencies (Details Narrative)	Oct. 31, 2017 USD ($)
September 30, 2017 [Member]
Operating lease rent expense	$ 2,100
September 30, 2018 [Member]
Operating lease rent expense	$ 2,163

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Subsequent Events (Details Narrative) - USD ($)				9 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Dec. 07, 2017	Nov. 22, 2017	Nov. 09, 2017	Oct. 31, 2017
Subsequent Event [Line Items]
Debt conversion of convertible shares				117,276,401
Debt conversion of convertible note				$ 113,960
Subsequent Event [Member]
Subsequent Event [Line Items]
Debt conversion of convertible shares	25,641,026		15,722,573
Debt conversion of convertible note	$ 20,000		$ 11,242
Debt conversion price per share	$ 0.00078		$ 0.00072
Subsequent Event [Member] \| November 2017 Note [Member]
Subsequent Event [Line Items]
Proceeds from debt		$ 48,000
Debt instrument, fee amount		2,000
Principal amount		$ 50,000
Interest rate		12.00%
Debt instrument, maturity date		Nov. 20, 2018
Percentage of debt discount lowest weighted average market price		45.00%

Stock Options - Schedule of Stock Options Activity (Details)	9 Months Ended
	Oct. 31, 2017 $ / shares shares
Incentive Stock Options [Member]
Number of options, Outstanding \| shares	97,392,450
Number of options, Granted \| shares
Number of options, Cancelled/Forfeited \| shares	(7,537,500)
Number of options, Exercised \| shares
Number of options, Outstanding \| shares	89,854,950
Number of options, Exercisable \| shares	89,854,950
Weighted average exercise price, Outstanding \| $ / shares	$ 0.034
Weighted average exercise price, Granted \| $ / shares
Weighted average exercise price, Cancelled/Forfeited \| $ / shares	0.042
Weighted average exercise price, Exercised \| $ / shares
Weighted average exercise price, Outstanding \| $ / shares	0.034
Weighted average exercise price, Exercisable \| $ / shares	$ 0.034
Non-qualified Stock Options [Member]
Number of options, Outstanding \| shares	1,453,800
Number of options, Granted \| shares
Number of options, Cancelled/Forfeited \| shares	(828,800)
Number of options, Exercised \| shares
Number of options, Outstanding \| shares	625,000
Number of options, Exercisable \| shares	625,000
Weighted average exercise price, Outstanding \| $ / shares	$ 0.017
Weighted average exercise price, Granted \| $ / shares
Weighted average exercise price, Cancelled/Forfeited \| $ / shares	0.003
Weighted average exercise price, Exercised \| $ / shares
Weighted average exercise price, Outstanding \| $ / shares	0.036
Weighted average exercise price, Exercisable \| $ / shares	$ 0.036