10-Q

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 July 31, 2018

[  ] 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)

520-425-1433

(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: 2,990,862,024 as of September 19, 2018.

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	17
Item 4.	Controls and Procedures	17
	PART II
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19
	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.

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

LIBERTY STAR URANIUM & METALS CORP.

CONSOLIDATED BALANCE SHEETS

	July 31, 2018			January 31, 2018
	(Unaudited)
Assets
Current:
Cash and cash equivalents	$	18,623		$	36,086
Prepaid expenses		4,061			14,220
Total current assets		22,684			50,306
Property and equipment, net		2,882			4,089
Total assets	$	25,566		$	54,395
Liabilities and Stockholders’ Deficit
Current:
Accounts payable and accrued liabilities		637,994			399,121
Accounts payable to related party		34,798			34,798
Accrued wages to related parties		720,074			684,574
Convertible promissory note, net of debt discount of $95,529 and $9,716		289,515			261,996
Derivative liability		273,509			168,686
Total current liabilities		1,955,890			1,549,175
Total liabilities		1,955,890			1,549,175
Commitments and Contingencies (Note 10)
Stockholders’ deficit
Common stock - $.00001 par value; 6,250,000,000 authorized; 2,685,275,586 and 2,446,425,982 shares issued and outstanding, respectively		26,853			24,464
Stock subscription receivable		-			(55,673	)
Additional paid-in capital		53,970,776			53,674,104
Accumulated deficit		(55,927,953	)		(55,137,675	)
Total stockholders’ deficit		(1,930,324	)		(1,494,780	)
Total liabilities and stockholders’ deficit	$	25,566		$	54,395

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

3

LIBERTY STAR URANIUM & METALS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended						Six Months Ended
	July 31						July 31
	2018			2017			2018			2017
Revenues	$	-		$	-		$	-		$	-
Expenses:
Geological and geophysical costs		4,264			26,972			6,976			47,025
Salaries and benefits		76,468			79,817			155,681			152,651
Public relations		(4,934	)		4,282			209,216			25,470
Depreciation		572			1,205			1,207			2,409
Legal		3,203			7,701			9,997			17,399
Professional services		25,025			18,218			39,156			43,898
General and administrative		31,653			49,290			90,755			82,847
Travel		1,210			4,336			4,006			9,309
Net operating expenses		137,461			191,821			516,994			381,008
Loss from operations		(137,461	)		(191,821	)		(516,994	)		(381,008	)
Other income (expense):
Interest expense		(87,109	)		(56,526	)		(190,402	)		(69,004	)
Loss on write off of stock subscription receivable		-			-			(55,673	)		-
Loss on settlement of accounts payable		-			(9,333	)		-			(9,333	)
Loss on change in fair value of derivative liability		(16,328	)		-			(27,209	)		-
Total other expense		(103,437	)		(65,859	)		(273,284	)		(78,337	)
Net loss	$	(240,898	)	$	(257,680	)		(790,278	)		(459,345	)
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		2,598,709,698			2,100,339,464			2,550,546,335			2,062,643,604

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

4

LIBERTY STAR URANIUM & METALS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended
	July 31,
	2018			2017
Cash flows from operating activities:
Net loss	$	(790,278	)	$	(459,345	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,207			2,409
Amortization of debt discount		157,542			42,549
Loss on write off of stock subscription receivable		55,673
Loss on settlement of accounts payable		-			9,333
Loss on change in fair value of derivative liabilities		27,209
Share-based compensation		-			5,616
Share-based payments for third party services		-			3,748
Changes in assets and liabilities:
Prepaid expenses		10,159			(5,381	)
Other current assets		-
Accounts payable and accrued expenses		238,873			(10,412	)
Accounts payable to related party		-
Accrued wages related parties		35,500			44,500
Accrued interest		18,652			10,590
Cash flows used in operating activities:		(245,463	)		(356,393	)
Cash flows from financing activities:
Payments on long-term debt		-			-
Principal activity on convertible promissory notes		228,000			216,000
Proceeds from the issuance of common stock, net of expenses		-			181,446
Net cash provided by financing activities		228,000			397,446
(Decrease) Increase in cash and cash equivalents		(17,463	)		41,053
Cash and cash equivalents, beginning of period		36,086			5,042
Cash and cash equivalents, end of period	$	18,623		$	46,095
Supplemental disclosure of cash flow information:
Income tax paid	$	-		$	-
Interest paid	$	14,209		$	13,094
Supplemental disclosure of non-cash items:
Resolutions of derivative liabilities due to debt conversions	$	151,741		$	35,299
Debt discounts due to derivative liabilities	$	229,355		$	35,299
Common stock issued for conversion of debt and interest	$	147,320		$	36,960
Shares issuance for settlement of accounts payable	$	-		$	44,000

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

5

LIBERTY STAR URANIUM & METALS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – Basis of Presentation

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, 2018 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 July 31, 2018 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 six months ended July 31, 2018 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.

			Fair value measurements at reporting date using:
Description	Fair Value		Quoted prices in active markets for identical liabilities (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Warrant and convertible note derivative liability at July 31, 2018	$	273,509		-		-	$	273,509
Warrant and convertible note derivative liability at January 31, 2018	$	168,686		-		-	$	168,686

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.

6

NOTE 4 – Related party transactions

We entered into the following transactions with related parties during the six months ended July 31, 2018:

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 $3,132 for the six months ended July 31, 2018. No amount was due as of July 31, 2018.

At July 31, 2018, we had a balance of accrued unpaid wages of $704,449 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. James A. Briscoe, the Company’s Chief Executive Officer, Chief Financial Officer, President and Chairman of the Board, controls JABA and the estate of Dr. J. M. Guilbert (deceased), a former director of the Company, holds a small stock position, as well. We are required to pay annual rentals to maintain the claims in good standing. We paid $0 in rental fees to maintain these mineral claims during the six months ended July 31, 2018 . Fees are due September 1, 2018. 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 July 31, 2018, 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 July 31, 2018 are as follows:

				Weighted average
	Number of			exercise
	options			price per share
Outstanding, January 31, 2018		89,854,950		$	0.034
Granted		—			—
Expired		(100,000	)		0.880
Exercised		—			—
Outstanding, July 31, 2018		89,754,950		$	0.033
Exercisable, July 31, 2018		89,754,950		$	0.033

These options had a weighted average remaining life of 3.06 years and an aggregate intrinsic value of $0 as of July 31, 2018.

Non-qualified stock options to non-employee consultants and vendors outstanding at July 31, 2018 are as follows:

			Weighted average
	Number of		exercise
	options		price per share
Outstanding, January 31, 2018		1,453,800	$	0.017
Granted		—		—
Forfeited		—		—
Exercised		—		—
Outstanding, July 31, 2018		1,453,800	$	0.017
Exercisable, July 31, 2018		1,453,800	$	0.017

These options had a weighted average remaining life of 1.16 years and an aggregate intrinsic value of $0 as of July 31, 2018.

During the six months ended July 31, 2018, we recognized $0 of compensation expense related to incentive and non-qualified stock options granted to officers, employees and consultants.

7

NOTE 6 – Warrants

As of July 31, 2018, there were 141,414,489 whole share purchase warrants outstanding and exercisable. The warrants have a weighted average remaining life of 2.03 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 July 31, 2018.

Whole share purchase warrants outstanding at July 31, 2018 are as follows:

	Number of		Weighted average
	whole share		exercise
	purchase warrants		price per share
Outstanding, January 31, 2018		141,414,489	$	0.006
Issued		—		—
Expired		—		—
Exercised		—		—
Outstanding, July 31, 2018		141,414,489	$	0.006
Exercisable, July 31, 2018		141,414,489	$	0.006

The Company issued no warrants during the six months ended July 31, 2018.

NOTE 7 – Derivative Liabilities

The embedded conversion feature in the convertible debt instruments that the Company issued (See Note 8), that became convertible during the six months ended July 31, 2018, and the years ended January 31, 2018 and 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. These convertible notes tainted all other equity linked instruments including outstanding warrants and fixed rate convertible debt on the date that the instrument became convertible.

The valuation of the derivative liability of the warrants was determined through the use of a Monte Carlo options model that values the liability of the warrants based on a risk-neutral valuation where the price of the option is its discounted expected value. The technique applied generates a large number of possible (but random) price paths for the underlying common stock via simulation, and then calculates the associated exercise value (i.e. “payoff”) of the option for each path. These payoffs are then averaged and discounted to a current valuation date resulting in the fair value of the option.

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 139% to 142% 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 Holder would exercise the warrant at maturity if the stock price was above the exercise price;

● The Holder would exercise the warrant after any holding period prior to maturity at target prices starting at 2 times the exercise price for the Warrants or higher subject to monthly limits of: 5% of the last 6 months average trading volume increasing by 1% per month and the ownership limit identified in the contract assuming the underlying number of common shares increases at 1% per month.

8

Using the results from the model, the Company recorded a derivative liability during the six months ended July 31, 2018 of $0 for newly granted and existing warrants (see Note 6) that were tainted and a derivative liability of $289,973 for the fair value of the convertible feature included in the Company’s convertible debt instruments. The derivative liability recorded for the convertible feature created a “day 1” derivative loss of $60,618 and a debt discount of $229,355 which is being amortized over the remaining term of the note using the effective interest rate method and is classified as convertible debt on the balance sheet. Interest expense related to the amortization of this debt discount for the six months ended July 31, 2018, was $157,542. Additionally, $0 of original issuance cost was charged to interest expense as a result of the conversion of a portion of the underlying debt instrument (See Note 8). The remaining unamortized debt discount related to the derivative liability was $83,795 as of July 31, 2018. The Company recorded the change in the fair value of the derivative liability as a loss of $27,209 to reflect the value of the derivative liability for warrants and convertible notes as of July 31, 2018. The Company also recorded a reclassification from derivative liability to equity of $0 for warrants becoming untainted and $151,741 due to the conversions of a portion of the Company’s convertible notes.

Since no convertible note was convertible as of July 31, 2017, no derivative liability remained as of that date.

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

	Six months ended July 31,
	2018			2017
Beginning balance	$	168,686		$	—
Total (gains) losses on fair value change of derivative liability		27,209			—
Settlements		(151,741	)		(35,299	)
Additions recognized as debt discount		229,355			35,299
Ending balance	$	273,509		$	—

9

NOTE 8 – Convertible promissory notes

Following is a summary of convertible promissory notes:

	July 31, 2018			January 31, 2018
12% convertible note payable issued July 2017, due April 2018	$	-		$	23,090
8% convertible note payable issued September 2017, due September 2018		-			44,906
12% convertible note payable issued October 2017, due October 2018		-			51,693
12% convertible note payable issued November 2017, due November 2018		30,342			51,184
12% convertible note payable issued December 2017, due December 2018		54,356			50,691
12% convertible note payable issued January 2018, due January 2019		53,271			50,148
8% convertible note payable issued February 2018, due November 2018		54,732			-
8% convertible note payable issued March 2018, due January 2019		54,392			-
8% convertible note payable issued April 2018, due February 2019		44,063			-
8% convertible note payable issued May 2018, due March 2019		43,690
12% convertible note payable issued July 2018, due July 2019		50,198			-
		385,044			271,712
Less debt discount		(95,529	)		(9,716	)
Less current portion of convertible notes		(289,515	)		(261,996	)
Long-term convertible notes payable	$	-		$	-

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. During the year ended January 31, 2018, the noteholder converted an aggregate of $30,000 of this note for 45,454,544 shares of the Company’s common stock. As of January 31, 2018, we had $23,090 of principal and interest outstanding under this note. During the six months ended July 31, 2018, the noteholder converted an aggregate of $23,339 of this note for 38,576,247 shares of the Company’s common stock, leaving a balance of $0 as of July 31, 2018.

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 January 31, 2018, we had $44,906 of principal and interest outstanding. During the six months ended July 31, 2018, the noteholder converted an aggregate of $44,720 of this note for 61,825,722 shares of the Company’s common stock, leaving a balance of $0 as of July 31, 2018.

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 January 31, 2018, we had $51,693 of principal and interest outstanding. During the six months ended July 31, 2018, the noteholder converted an aggregate of $54,261 of this note for 92,993,090 shares of the Company’s common stock, leaving a balance of $0 as of July 31, 2018.

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 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. During the six months ended July 31, 2018, the noteholder converted an aggregate of $25,000 of this note for 45,454,545 shares of the Company’s common stock, leaving a balance of $30,342 as of July 31, 2018.

On December 21, 2017, we received proceeds of $48,000, net of a $2,000 fee, under a convertible note dated December 20, 2017 (the “December 2017 Note”). The total principal under the note is $50,000, bears interest at 12% per annum, is due on December 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. As of July 31, 2018, we had $54,356 of principal and interest outstanding.

On January 25, 2018, we received proceeds of $48,000, net of a $2,000 fee, under a convertible note dated January 22, 2018 (the “January 2018 Note”). The total principal under the note is $50,000, bears interest at 12% per annum, is due on January 22, 2019, 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 July 31, 2018, we had $53,271 of principal and interest outstanding.

On February 23, 2018, we received proceeds of $50,000 from the issuance of a convertible note dated February 23, 2018 (the “February 2018 Note”). The note bears interest at 8%, includes OID of $3,000, matures on November 30, 2018, and is convertible after 180 days into shares of the Company’s common stock at a price of 65% of the average of the lowest 5 weighted average market prices of the Company’s common stock during the 10 trading days prior to conversion. As of July 31, 2018, we had $54,732 of principal and interest outstanding.

On March 26, 2018, we received proceeds of $50,000 from the issuance of a convertible note dated March 26, 2018 (the “March 2018 Note”). The note bears interest at 8%, includes OID of $3,000, matures on January 15, 2019, and is convertible after 180 days into shares of the Company’s common stock at a price of 65% of the average of the lowest 5 weighted average market prices of the Company’s common stock during the 10 trading days prior to conversion. As of July 31, 2018, we had $54,392 of principal and interest outstanding.

On April 25, 2018, we received proceeds of $40,000 from the issuance of a convertible note dated April 25, 2018 (the “April 2018 Note”). The note bears interest at 8%, includes OID of $3,000, matures on February 15, 2019, and is convertible after 180 days into shares of the Company’s common stock at a price of 65% of the average of the lowest 5 weighted average market price of the Company’s common stock during the 10 trading days prior to conversion. As of July 31, 2018, we had $44,063 of principal and interest outstanding.

On June 1, 2018, we received proceeds of $40,000 from the issuance of a convertible note dated May 29, 2018 (the “May 2018 Note”). The note bears interest at 8%, includes OID of $3,000, matures on March 15, 2019, and is convertible after 180 days into shares of the Company’s common stock at a price of 65% of the average of the lowest 5 weighted average market price of the Company’s common stock during the 10 trading days prior to conversion. As of July 31, 2018, we had $43,690f principal and interest outstanding.

On July 23, 2018, we received proceeds of $48,000 under a convertible note dated July 19, 2018 (the “July 2018 Note”). The total principal under the note is $50,000, bears interest at 12% per annum, includes OID of $2,000, is due on July 19, 2019, 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 July 31, 2018, we had $50,198 of principal and interest outstanding.

During the six months ended July 31, 2018 and 2017, the Company recorded debt discounts of $229,355  and $35,299, respectively, due to the derivative liabilities, and original issue debt discounts of $14,000 and $14,000, respectively, due to the convertible notes. The Company recorded amortization of these discounts of $157,452 and $42,549 for the six months ended July 31, 2018 and 2017, respectively.

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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.

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 January 31, 2018. During the six months ended July 31, 2018, the Company determined that this receivable was impaired and reduced the balance to $0, resulting in a loss of $55,673.

During the six months ended July 31, 2018, the Company issued a total of 238,849,604 shares of our common stock for conversions of $147,320 of convertible notes payable at exercise prices ranging from $0.0006 to $0.0007.

As of July 31, 2018, the Company was in the process of negotiating an agreement to settle a liability for investor relation services with a consultant amounting to $213,000 in exchange for approximately 30 million shares of the Company’s common stock. These shares have not yet been issued as of the date of this filing and the $213,000 is reflected in accounts payable and accrued liabilities as of July 31, 2018.

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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.

NOTE 11 – Subsequent events

On August 28, 2018, we received proceeds of $10,000 from the issuance of a note payable. The note bears interest at 10% and is due in August 2019.

In August and September, 2018, the Company issued a total of 305,586,438 shares of our common stock for conversions of $131,680 of convertible notes payable and interest at exercise prices ranging from $0.00033 to $0.00051.

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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. 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.

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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 Six-Month Period Ended July 31, 2018

We had cash and cash equivalents in the amount of $18,623 as of July 31, 2018 compared to $36,086 as of January 31, 2018. We had negative working capital of $1,933,206 as of July 31, 2018 compared to $1,498,869 as of January 31, 2018. We used $245,463 of net cash in operating activities during the six months ended July 31, 2018 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 six months ended July 31, 2018. We have been raising capital by issuing convertible promissory notes. 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.

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Material Changes in Results of Operations for the Three and Six Month Periods Ended July 31, 2018 and 2017

We had a net loss of $240,898 and $790,278 for the three and six months ended July 31, 2018, respectively, compared to a net loss of $257,680 and $459,345 for the three and six months ended July 31, 2017, respectively.

During the three and six months ended July 31, 2018, we had a decrease of $9,216 and an increase of $183,746, in public relations expense compared to the three and six months ended July 31, 2017, due primarily to a $5,000 credit received in the three months ended July 31, 2018 and accrued compensation for services to a consultant of $213,000 in the six months ended July 31, 2018. During the three months ended July 31, 2018, we had an increase in professional services of approximately $6,807, compared to the six months ended July 31, 2017, due primarily to the increased costs related to valuation work related to our derivative liabilities. We had a decrease in general and administrative expenses of approximately $17,637, during the three months ended July 31, 2018, as compared to the three months ended July 31, 2017, due primarily to decrease in expenses related to occupancy expenses. We had an increase in interest expense of approximately $30,583 and $121,398 during the three and six months ended July 31, 2018, respectively as compared to the three and six months ended July 31, 2017, 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 loss on the change in fair value of our derivative liabilities of $16,328 and $27,209 during the three and six months ended July 31, 2018, respectively, due 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. During the six months ended July 31, 2018, we recorded a loss of $55,673 related to a non-collectible stock subscription receivable.

Liquidity and Capital Resources

We had cash and cash equivalents in the amount of $18,623 as of July 31, 2018. We had negative working capital of $1,933,206 as of July 31, 2018. We had net cash inflows from financing activities of $228,000 for the six months ended July 31, 2018. 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 February 23, 2018, we received proceeds of $50,000 from the issuance of a convertible note dated February 23, 2018 (the “February 2018 Note”). The note bears interest at 8%, includes OID of $3,000, matures on November 30, 2018, and is convertible after 180 days into shares of the Company’s common stock at a price of 65% of the average of the lowest 5 weighted average market prices of the Company’s common stock during the 10 trading days prior to conversion. As of July 31, 2018, we had $54,732 of principal and interest outstanding.

On March 26, 2018, we received proceeds of $50,000 from the issuance of a convertible note dated March 26, 2018 (the “March 2018 Note”). The note bears interest at 8%, includes OID of $3,000, matures on January 15, 2019, and is convertible after 180 days into shares of the Company’s common stock at a price of 65% of the average of the lowest 5 weighted average market prices of the Company’s common stock during the 10 trading days prior to conversion. As of July 31, 2018, we had $54,392 of principal and interest outstanding.

On April 25, 2018, we received proceeds of $40,000 from the issuance of a convertible note dated April 25, 2018 (the “April 2018 Note”). The note bears interest at 8%, includes OID of $3,000, matures on February 15, 2019, and is convertible after 180 days into shares of the Company’s common stock at a price of 65% of the average of the lowest 5 weighted average market price of the Company’s common stock during the 10 trading days prior to conversion. As of July 31, 2018, we had $44,063 of principal and interest outstanding.

On June 1, 2018, we received proceeds of $40,000 from the issuance of a convertible note dated May 29, 2018 (the “May 2018 Note”). The note bears interest at 8%, includes OID of $3,000, matures on March 15, 2019, and is convertible after 180 days into shares of the Company’s common stock at a price of 65% of the average of the lowest 5 weighted average market price of the Company’s common stock during the 10 trading days prior to conversion. As of July 31, 2018, we had $43,690 of principal and interest outstanding.

On July 23, 2018, we received proceeds of $48,000 under a convertible note dated July 19, 2018 (the “July 2018 Note”). The total principal under the note is $50,000, bears interest at 12% per annum, includes OID of $2,000, is due on July 19, 2019, 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 July 31, 2018, we had $50,198 of principal and interest outstanding.

Proceeds from issuance of common stock

During the six months ended July 31, 2018, we received no proceeds from the issuance of common stock.

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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, 2018. 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 and 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 July 31, 2018. Our total stockholders’ deficit at July 31, 2018 was approximately $1.9 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.

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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 July 31, 2018, 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 July 31, 2018 are fairly stated, in all material respects, in accordance with U.S. GAAP.

Changes in Internal Control over Financial Reporting

During the quarter ended July 31, 2018 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.

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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 six months ended July 31, 2018, the Company issued a total of 238,849,604 shares of our common stock for conversions of $147,320 of convertible notes payable and interest at exercise prices ranging from $0.0006 to $0.0007.

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.

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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)

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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)
10.24	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 ).
10.25	12% Convertible Promissory Note issued to JSJ Investments Inc. dated November 20, 2017 (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K, filed with the SEC on November 27, 2017).
10.26	12% Convertible Promissory Note issued to JSJ Investments Inc. dated December 20, 2017 (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on December 27, 2017).
10.27	12% Convertible Promissory Note issued to JSJ Investments Inc. dated January 22, 2018 (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on January 26, 2018).
10.28	Convertible Promissory Note issued to Power Up Lending Group Ltd. dated February 23, 2018 (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on March 1, 2018).
10.29	Securities Purchase Agreement dated as of February 23, 2018, by and between the registrant and Power Up Lending Group Ltd. (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K, filed with the SEC on March 1, 2018).
10.30	Convertible Promissory Note issued to Power Up Lending Group Ltd. dated March 26, 2018 (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on April 5, 2018).
10.31	Securities Purchase Agreement dated as of March 26, 2018, by and between the registrant and Power Up Lending Group Ltd. (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K, filed with the SEC on April 5, 2018).
10.32	Convertible Promissory Note issued to Power Up Lending Group Ltd. dated April 25, 2018 (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on May 2, 2018).
10.33	Securities Purchase Agreement dated as of April 25, 2018, by and between the registrant and Power Up Lending Group Ltd. (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K, filed with the SEC on May 2, 2018).
10.34	Convertible Promissory Note issued to Power Up Lending Group Ltd. dated May 29, 2018 (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on June 5, 2018).
10.35	Securities Purchase Agreement dated as of May 29, 2018, by and between the registrant and Power Up Lending Group Ltd. (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K, filed with the SEC on June 5, 2018).
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.

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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: September 19, 2018

21

EX-31.1

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: September 19, 2018

/s/ James Briscoe

James Briscoe,

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

EX-32.1

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 July 31, 2018 (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: September 19, 2018

/s/ James Briscoe

James Briscoe,

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

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Document and Entity Information - shares	6 Months Ended
	Jul. 31, 2018	Sep. 19, 2018
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	Jul. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--01-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		2,990,862,024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019

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Consolidated Balance Sheets - USD ($)	Jul. 31, 2018	Jan. 31, 2018
Current:
Cash and cash equivalents	$ 18,623	$ 36,086
Prepaid expenses	4,061	14,220
Total current assets	22,684	50,306
Property and equipment, net	2,882	4,089
Total assets	25,566	54,395
Current:
Accounts payable and accrued liabilities	637,994	399,121
Accounts payable to related party	34,798	34,798
Accrued wages to related parties	720,074	684,574
Convertible promissory note, net of debt discount of $95,529 and $9,716	289,515	261,996
Derivative liability	273,509	168,686
Total current liabilities	1,955,890	1,549,175
Total liabilities	1,955,890	1,549,175
Commitments and Contingencies (Note 10)
Stockholders' deficit
Common stock - $.00001 par value; 6,250,000,000 authorized; 2,685,275,586 and 2,446,425,982 shares issued and outstanding, respectively	26,853	24,464
Stock subscription receivable		(55,673)
Additional paid-in capital	53,970,776	53,674,104
Accumulated deficit	(55,927,953)	(55,137,675)
Total stockholders' deficit	(1,930,324)	(1,494,780)
Total liabilities and stockholders' deficit	$ 25,566	$ 54,395

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Consolidated Balance Sheets (Parenthetical) - USD ($)	Jul. 31, 2018	Jan. 31, 2018
Statement of Financial Position [Abstract]
Net of debt discount	$ 95,529	$ 9,716
Common stock, par value	$ 0.00001	$ .00001
Common stock, shares authorized	6,250,000,000	6,250,000,000
Common stock, shares issued	2,685,275,586	2,446,425,982
Common stock, shares outstanding	2,685,275,586	2,446,425,982

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Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jul. 31, 2018	Jul. 31, 2017	Jul. 31, 2018	Jul. 31, 2017
Income Statement [Abstract]
Revenues
Expenses:
Geological and geophysical costs	4,264	26,972	6,976	47,025
Salaries and benefits	76,468	79,817	155,681	152,651
Public relations	(4,934)	4,282	209,216	25,470
Depreciation	572	1,205	1,207	2,409
Legal	3,203	7,701	9,997	17,399
Professional services	25,025	18,218	39,156	43,898
General and administrative	31,653	49,290	90,755	82,847
Travel	1,210	4,336	4,006	9,309
Net operating expenses	137,461	191,821	516,994	381,008
Loss from operations	(137,461)	(191,821)	(516,994)	(381,008)
Other income (expense):
Interest expense	(87,109)	(56,526)	(190,402)	(69,004)
Loss on write off stock subscription receivable			(55,673)
Loss on settlement of accounts payable		(9,333)	(55,673)
Loss on change in fair value of derivative liability	(16,328)		(27,209)
Total other expense	(103,437)	(65,859)	(273,284)	(78,337)
Net loss	$ (240,898)	$ (257,680)	$ (790,278)	$ (459,345)
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	2,598,709,698	2,100,339,464	2,550,546,335	2,062,643,604

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Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jul. 31, 2018	Jul. 31, 2017
Cash flows from operating activities:
Net loss	$ (790,278)	$ (459,345)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,207	2,409
Amortization of debt discount	157,542	42,549
Loss on write off of stock subscription receivable	55,673
Loss on settlement of accounts payable		9,333
Loss on change in fair value of derivative liabilities	27,209
Share-based compensation		5,616
Share-based payments for third party services		3,748
Changes in assets and liabilities:
Prepaid expenses	10,159	(5,381)
Other current assets
Accounts payable and accrued expenses	238,873	(10,412)
Accounts payable to related party
Accrued wages related parties	35,500	44,500
Accrued interest	18,652	10,590
Cash flows used in operating activities:	(245,463)	(356,393)
Cash flows from financing activities:
Payments on long-term debt
Principal activity on convertible promissory notes	228,000	216,000
Proceeds from the issuance of common stock, net of expenses		181,446
Net cash provided by financing activities	228,000	397,446
(Decrease) Increase in cash and cash equivalents	(17,463)	41,053
Cash and cash equivalents, beginning of period	36,086	5,042
Cash and cash equivalents, end of period	18,623	46,095
Supplemental disclosure of cash flow information:
Income tax paid
Interest paid	14,209	13,094
Supplemental disclosure of non-cash items:
Resolutions of derivative liabilities due to debt conversions	151,741	35,299
Debt discounts due to derivative liabilities	229,355	35,299
Common stock issued for conversion of debt and interest	147,320	36,960
Shares issuance for settlement of accounts payable		$ 44,000

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Basis of Presentation

6 Months Ended

Jul. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

NOTE 1 – Basis of Presentation

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, 2018 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 July 31, 2018 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 six months ended July 31, 2018 are not necessarily indicative of the results to be expected for the full year.

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Going Concern

6 Months Ended

Jul. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

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.

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Summary of Significant Accounting Policies

6 Months Ended

Jul. 31, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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.

			Fair value measurements at reporting date using:
Description	Fair Value		Quoted prices in active markets for identical liabilities (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Warrant and convertible note derivative liability at July 31, 2018	$	273,509		-		-	$	273,509
Warrant and convertible note derivative liability at January 31, 2018	$	168,686		-		-	$	168,686

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.

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Related Party Transactions

6 Months Ended

Jul. 31, 2018

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 4 – Related party transactions

We entered into the following transactions with related parties during the six months ended July 31, 2018:

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 $3,132 for the six months ended July 31, 2018. No amount was due as of July 31, 2018.

At July 31, 2018, we had a balance of accrued unpaid wages of $704,449 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. James A. Briscoe, the Company’s Chief Executive Officer, Chief Financial Officer, President and Chairman of the Board, controls JABA and the estate of Dr. J. M. Guilbert (deceased), a former director of the Company, holds a small stock position, as well. We are required to pay annual rentals to maintain the claims in good standing. We paid $0 in rental fees to maintain these mineral claims during the six months ended July 31, 2018 . Fees are due September 1, 2018. 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 July 31, 2018, 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

6 Months Ended

Jul. 31, 2018

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 July 31, 2018 are as follows:

				Weighted average
	Number of			exercise
	options			price per share
Outstanding, January 31, 2018		89,854,950		$	0.034
Granted		—			—
Expired		(100,000	)		0.880
Exercised		—			—
Outstanding, July 31, 2018		89,754,950		$	0.033
Exercisable, July 31, 2018		89,754,950		$	0.033

These options had a weighted average remaining life of 3.06 years and an aggregate intrinsic value of $0 as of July 31, 2018.

Non-qualified stock options to non-employee consultants and vendors outstanding at July 31, 2018 are as follows:

			Weighted average
	Number of		exercise
	options		price per share
Outstanding, January 31, 2018		1,453,800	$	0.017
Granted		—		—
Forfeited		—		—
Exercised		—		—
Outstanding, July 31, 2018		1,453,800	$	0.017
Exercisable, July 31, 2018		1,453,800	$	0.017

These options had a weighted average remaining life of 1.16 years and an aggregate intrinsic value of $0 as of July 31, 2018.

During the six months ended July 31, 2018, we recognized $0 of compensation expense related to incentive and non-qualified stock options granted to officers, employees and consultants.

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Warrants

6 Months Ended

Jul. 31, 2018

Warrants

Warrants

NOTE 6 – Warrants

As of July 31, 2018, there were 141,414,489 whole share purchase warrants outstanding and exercisable. The warrants have a weighted average remaining life of 2.03 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 July 31, 2018.

Whole share purchase warrants outstanding at July 31, 2018 are as follows:

	Number of		Weighted average
	whole share		exercise
	purchase warrants		price per share
Outstanding, January 31, 2018		141,414,489	$	0.006
Issued		—		—
Expired		—		—
Exercised		—		—
Outstanding, July 31, 2018		141,414,489	$	0.006
Exercisable, July 31, 2018		141,414,489	$	0.006

The Company issued no warrants during the six months ended July 31, 2018.

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Derivative Liabilities

6 Months Ended

Jul. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Liabilities

NOTE 7 – Derivative Liabilities

The embedded conversion feature in the convertible debt instruments that the Company issued (See Note 8), that became convertible during the six months ended July 31, 2018, and the years ended January 31, 2018 and 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. These convertible notes tainted all other equity linked instruments including outstanding warrants and fixed rate convertible debt on the date that the instrument became convertible.

The valuation of the derivative liability of the warrants was determined through the use of a Monte Carlo options model that values the liability of the warrants based on a risk-neutral valuation where the price of the option is its discounted expected value. The technique applied generates a large number of possible (but random) price paths for the underlying common stock via simulation, and then calculates the associated exercise value (i.e. “payoff”) of the option for each path. These payoffs are then averaged and discounted to a current valuation date resulting in the fair value of the option.

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 139% to 142% 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 Holder would exercise the warrant at maturity if the stock price was above the exercise price;  

● The Holder would exercise the warrant after any holding period prior to maturity at target prices starting at 2 times the exercise price for the Warrants or higher subject to monthly limits of: 5% of the last 6 months average trading volume increasing by 1% per month and the ownership limit identified in the contract assuming the underlying number of common shares increases at 1% per month.

Using the results from the model, the Company recorded a derivative liability during the six months ended July 31, 2018 of $0 for newly granted and existing warrants (see Note 6) that were tainted and a derivative liability of $289,973 for the fair value of the convertible feature included in the Company’s convertible debt instruments. The derivative liability recorded for the convertible feature created a “day 1” derivative loss of $60,618 and a debt discount of $229,355 which is being amortized over the remaining term of the note using the effective interest rate method and is classified as convertible debt on the balance sheet. Interest expense related to the amortization of this debt discount for the six months ended July 31, 2018, was $157,542. Additionally, $0 of original issuance cost was charged to interest expense as a result of the conversion of a portion of the underlying debt instrument (See Note 8). The remaining unamortized debt discount related to the derivative liability was $83,795 as of July 31, 2018. The Company recorded the change in the fair value of the derivative liability as a loss of $27,209 to reflect the value of the derivative liability for warrants and convertible notes as of July 31, 2018. The Company also recorded a reclassification from derivative liability to equity of $0 for warrants becoming untainted and $151,741 due to the conversions of a portion of the Company’s convertible notes.

Since no convertible note was convertible as of July 31, 2017, no derivative liability remained as of that date.

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

	Six months ended July 31,
	2018			2017
Beginning balance	$	168,686		$	—
Total (gains) losses on fair value change of derivative liability		27,209			—
Settlements		(151,741	)		(35,299	)
Additions recognized as debt discount		229,355			35,299
Ending balance	$	273,509		$	—

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Convertible Promissory Notes

6 Months Ended

Jul. 31, 2018

Debt Disclosure [Abstract]

Convertible Promissory Notes

NOTE 8 – Convertible promissory notes

Following is a summary of convertible promissory notes:

	July 31, 2018			January 31, 2018
12% convertible note payable issued July 2017, due April 2018	$	-		$	23,090
8% convertible note payable issued September 2017, due September 2018		-			44,906
12% convertible note payable issued October 2017, due October 2018		-			51,693
12% convertible note payable issued November 2017, due November 2018		30,342			51,184
12% convertible note payable issued December 2017, due December 2018		54,356			50,691
12% convertible note payable issued January 2018, due January 2019		53,271			50,148
8% convertible note payable issued February 2018, due November 2018		54,732			-
8% convertible note payable issued March 2018, due January 2019		54,392			-
8% convertible note payable issued April 2018, due February 2019		44,063			-
8% convertible note payable issued May 2018, due March 2019		43,690
12% convertible note payable issued July 2018, due July 2019		50,198			-
		385,044			271,712
Less debt discount		(95,529	)		(9,716	)
Less current portion of convertible notes		(289,515	)		(261,996	)
Long-term convertible notes payable	$	-		$	-

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. During the year ended January 31, 2018, the noteholder converted an aggregate of $30,000 of this note for 45,454,544 shares of the Company’s common stock. As of January 31, 2018, we had $23,090 of principal and interest outstanding under this note. During the six months ended July 31, 2018, the noteholder converted an aggregate of $23,339 of this note for 38,576,247 shares of the Company’s common stock, leaving a balance of $0 as of July 31, 2018.

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 January 31, 2018, we had $44,906 of principal and interest outstanding. During the six months ended July 31, 2018, the noteholder converted an aggregate of $44,720 of this note for 61,825,722 shares of the Company’s common stock, leaving a balance of $0 as of July 31, 2018.

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 January 31, 2018, we had $51,693 of principal and interest outstanding. During the six months ended July 31, 2018, the noteholder converted an aggregate of $54,261 of this note for 92,993,090 shares of the Company’s common stock, leaving a balance of $0 as of July 31, 2018.

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 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. During the six months ended July 31, 2018, the noteholder converted an aggregate of $25,000 of this note for 45,454,545 shares of the Company’s common stock, leaving a balance of $30,342 as of July 31, 2018.

On December 21, 2017, we received proceeds of $48,000, net of a $2,000 fee, under a convertible note dated December 20, 2017 (the “December 2017 Note”). The total principal under the note is $50,000, bears interest at 12% per annum, is due on December 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. As of July 31, 2018, we had $54,356 of principal and interest outstanding.

On January 25, 2018, we received proceeds of $48,000, net of a $2,000 fee, under a convertible note dated January 22, 2018 (the “January 2018 Note”). The total principal under the note is $50,000, bears interest at 12% per annum, is due on January 22, 2019, 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 July 31, 2018, we had $53,271 of principal and interest outstanding.

On February 23, 2018, we received proceeds of $50,000 from the issuance of a convertible note dated February 23, 2018 (the “February 2018 Note”). The note bears interest at 8%, includes OID of $3,000, matures on November 30, 2018, and is convertible after 180 days into shares of the Company’s common stock at a price of 65% of the average of the lowest 5 weighted average market prices of the Company’s common stock during the 10 trading days prior to conversion. As of July 31, 2018, we had $54,732 of principal and interest outstanding.

On March 26, 2018, we received proceeds of $50,000 from the issuance of a convertible note dated March 26, 2018 (the “March 2018 Note”). The note bears interest at 8%, includes OID of $3,000, matures on January 15, 2019, and is convertible after 180 days into shares of the Company’s common stock at a price of 65% of the average of the lowest 5 weighted average market prices of the Company’s common stock during the 10 trading days prior to conversion. As of July 31, 2018, we had $54,392 of principal and interest outstanding.

On April 25, 2018, we received proceeds of $40,000 from the issuance of a convertible note dated April 25, 2018 (the “April 2018 Note”). The note bears interest at 8%, includes OID of $3,000, matures on February 15, 2019, and is convertible after 180 days into shares of the Company’s common stock at a price of 65% of the average of the lowest 5 weighted average market price of the Company’s common stock during the 10 trading days prior to conversion. As of July 31, 2018, we had $44,063 of principal and interest outstanding.

On June 1, 2018, we received proceeds of $40,000 from the issuance of a convertible note dated May 29, 2018 (the “May 2018 Note”). The note bears interest at 8%, includes OID of $3,000, matures on March 15, 2019, and is convertible after 180 days into shares of the Company’s common stock at a price of 65% of the average of the lowest 5 weighted average market price of the Company’s common stock during the 10 trading days prior to conversion. As of July 31, 2018, we had $43,690f principal and interest outstanding.

On July 23, 2018, we received proceeds of $48,000 under a convertible note dated July 19, 2018 (the “July 2018 Note”). The total principal under the note is $50,000, bears interest at 12% per annum, includes OID of $2,000, is due on July 19, 2019, 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 July 31, 2018, we had $50,198 of principal and interest outstanding.

During the six months ended July 31, 2018 and 2017, the Company recorded debt discounts of $229,355  and $35,299, respectively, due to the derivative liabilities, and original issue debt discounts of $14,000 and $14,000, respectively, due to the convertible notes. The Company recorded amortization of these discounts of $157,452 and $42,549 for the six months ended July 31, 2018 and 2017, respectively.

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Stockholders' Deficit

6 Months Ended

Jul. 31, 2018

Equity [Abstract]

Stockholders' Deficit

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.

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 January 31, 2018. During the six months ended July 31, 2018, the Company determined that this receivable was impaired and reduced the balance to $0, resulting in a loss of $55,673.

During the six months ended July 31, 2018, the Company issued a total of 238,849,604 shares of our common stock for conversions of $147,320 of convertible notes payable at exercise prices ranging from $0.0006 to $0.0007.

As of July 31, 2018, the Company was in the process of negotiating an agreement to settle a liability for investor relation services with a consultant amounting to $213,000 in exchange for approximately 30 million shares of the Company’s common stock. These shares have not yet been issued as of the date of this filing and the $213,000 is reflected in accounts payable and accrued liabilities as of July 31, 2018.

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Commitments and Contingencies

6 Months Ended

Jul. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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.

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Subsequent Events

6 Months Ended

Jul. 31, 2018

Subsequent Events [Abstract]

Subsequent Events

NOTE 11 – Subsequent events

On August 28, 2018, we received proceeds of $10,000 from the issuance of a note payable. The note bears interest at 10% and is due in August 2019.

In August and September, 2018, the Company issued a total of 305,586,438 shares of our common stock for conversions of $131,680 of convertible notes payable and interest at exercise prices ranging from $0.00033 to $0.00051.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jul. 31, 2018

Accounting Policies [Abstract]

Fair Value

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.

			Fair value measurements at reporting date using:
Description	Fair Value		Quoted prices in active markets for identical liabilities (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Warrant and convertible note derivative liability at July 31, 2018	$	273,509		-		-	$	273,509
Warrant and convertible note derivative liability at January 31, 2018	$	168,686		-		-	$	168,686

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.

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jul. 31, 2018

Accounting Policies [Abstract]

Schedule of Fair Value Measurements

			Fair value measurements at reporting date using:
Description	Fair Value		Quoted prices in active markets for identical liabilities (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Warrant and convertible note derivative liability at July 31, 2018	$	273,509		-		-	$	273,509
Warrant and convertible note derivative liability at January 31, 2018	$	168,686		-		-	$	168,686

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Stock Options (Tables)

6 Months Ended

Jul. 31, 2018

Employees and Directors [Member]

Schedule of Stock Options Activity

Qualified and Non-qualified incentive stock options to employees and directors outstanding at July 31, 2018 are as follows:

				Weighted average
	Number of			exercise
	options			price per share
Outstanding, January 31, 2018		89,854,950		$	0.034
Granted		—			—
Expired		(100,000	)		0.880
Exercised		—			—
Outstanding, July 31, 2018		89,754,950		$	0.033
Exercisable, July 31, 2018		89,754,950		$	0.033

Non-Employee Consultant and Vendors [Member]

Schedule of Stock Options Activity

Non-qualified stock options to non-employee consultants and vendors outstanding at July 31, 2018 are as follows:

			Weighted average
	Number of		exercise
	options		price per share
Outstanding, January 31, 2018		1,453,800	$	0.017
Granted		—		—
Forfeited		—		—
Exercised		—		—
Outstanding, July 31, 2018		1,453,800	$	0.017
Exercisable, July 31, 2018		1,453,800	$	0.017

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Warrants (Tables)

6 Months Ended

Jul. 31, 2018

Warrants

Schedule of Warrant Activity

Whole share purchase warrants outstanding at July 31, 2018 are as follows:

	Number of		Weighted average
	whole share		exercise
	purchase warrants		price per share
Outstanding, January 31, 2018		141,414,489	$	0.006
Issued		—		—
Expired		—		—
Exercised		—		—
Outstanding, July 31, 2018		141,414,489	$	0.006
Exercisable, July 31, 2018		141,414,489	$	0.006

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Derivative Liabilities (Tables)

6 Months Ended

Jul. 31, 2018

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:

	Six months ended July 31,
	2018			2017
Beginning balance	$	168,686		$	—
Total (gains) losses on fair value change of derivative liability		27,209			—
Settlements		(151,741	)		(35,299	)
Additions recognized as debt discount		229,355			35,299
Ending balance	$	273,509		$	—

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Convertible Promissory Notes (Tables)

6 Months Ended

Jul. 31, 2018

Debt Disclosure [Abstract]

Summary of Convertible Promissory Notes

Following is a summary of convertible promissory notes:

	July 31, 2018			January 31, 2018
12% convertible note payable issued July 2017, due April 2018	$	-		$	23,090
8% convertible note payable issued September 2017, due September 2018		-			44,906
12% convertible note payable issued October 2017, due October 2018		-			51,693
12% convertible note payable issued November 2017, due November 2018		30,342			51,184
12% convertible note payable issued December 2017, due December 2018		54,356			50,691
12% convertible note payable issued January 2018, due January 2019		53,271			50,148
8% convertible note payable issued February 2018, due November 2018		54,732			-
8% convertible note payable issued March 2018, due January 2019		54,392			-
8% convertible note payable issued April 2018, due February 2019		44,063			-
8% convertible note payable issued May 2018, due March 2019		43,690
12% convertible note payable issued July 2018, due July 2019		50,198			-
		385,044			271,712
Less debt discount		(95,529	)		(9,716	)
Less current portion of convertible notes		(289,515	)		(261,996	)
Long-term convertible notes payable	$	-		$	-

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Summary of Significant Accounting Policies - Schedule of Fair Value of Measurements (Details) - USD ($)	Jul. 31, 2018	Jan. 31, 2018	Jul. 31, 2017	Jan. 31, 2017
Warrant and convertible note derivative liability	$ 273,509	$ 168,686
Fair Value, Inputs, Level 1 [Member]
Warrant and convertible note derivative liability
Fair Value, Inputs, Level 2 [Member]
Warrant and convertible note derivative liability
Fair Value, Inputs, Level 3 [Member]
Warrant and convertible note derivative liability	$ 273,509	$ 168,686

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Related Party Transactions (Details Narrative) - USD ($)	6 Months Ended
	Jul. 31, 2018	Jan. 31, 2018
Related Party Transaction [Line Items]
Monthly payment of rent	$ 0
Fees due date	Sep. 01, 2018
Accounts payable	$ 34,798	$ 34,798
Jim Briscoe [Member]
Related Party Transaction [Line Items]
Monthly payment of rent	522
Total rent expense	3,132
Accrued unpaid wages	704,449
Former President [Member]
Related Party Transaction [Line Items]
Accrued unpaid wages	$ 15,625

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Stock Options (Details Narrative)	6 Months Ended
	Jul. 31, 2018 USD ($)
Compensation expense	$ 0
Non-Employee Consultant and Vendors [Member]
Weighted average remaining period	1 year 1 month 27 days
Aggregate intrinsic value	$ 0
Employees and Directors [Member]
Weighted average remaining period	3 years 22 days
Aggregate intrinsic value	$ 0

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Stock Options - Schedule of Stock Options Activity (Details)	6 Months Ended
	Jul. 31, 2018 $ / shares shares
Employees and Directors [Member]
Number of options, Outstanding | shares	89,854,950
Number of options, Granted | shares
Number of options, Expired | shares	(100,000)
Number of options, Exercised | shares
Number of options, Outstanding | shares	89,754,950
Number of options, Exercisable | shares	89,754,950
Weighted average exercise price per share, Outstanding | $ / shares	$ 0.034
Weighted average exercise price per share, Granted | $ / shares
Weighted average exercise price per share, Expired | $ / shares	0.880
Weighted average exercise price per share, Exercised | $ / shares
Weighted average exercise price per share, Outstanding | $ / shares	0.033
Weighted average exercise price per share, Exercisable | $ / shares	$ 0.033
Non-Employee Consultant and Vendors [Member]
Number of options, Outstanding | shares	1,453,800
Number of options, Granted | shares
Number of options, Expired | shares
Number of options, Exercised | shares
Number of options, Outstanding | shares	1,453,800
Number of options, Exercisable | shares	1,453,800
Weighted average exercise price per share, Outstanding | $ / shares	$ 0.017
Weighted average exercise price per share, Granted | $ / shares
Weighted average exercise price per share, Expired | $ / shares
Weighted average exercise price per share, Exercised | $ / shares
Weighted average exercise price per share, Outstanding | $ / shares	0.017
Weighted average exercise price per share, Exercisable | $ / shares	$ 0.017

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Warrants (Details Narrative)	6 Months Ended
	Jul. 31, 2018 USD ($) $ / shares shares
Warrants
Share purchase warrants outstanding and exercisable	141,414,489
Warrants weighted average remaining life	2 years 11 days
Weighted average exercise price of warrant | $ / shares	$ 0.006
Weighted average intrinsic value for warrants outstanding | $	$ 0
Warrants issued

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Warrants - Schedule of Warrant Activity (Details) - Warrant [Member]	6 Months Ended
	Jul. 31, 2018 $ / shares shares
Warrants [Line Items]
Number of warrants, Outstanding | shares	141,414,489
Number of warrants, Issued | shares
Number of warrants, Expired | shares
Number of warrants, Exercised | shares
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
Weighted average exercise price, Expired | $ / shares
Weighted average exercise price, Exercised | $ / shares
Weighted average exercise price, Outstanding | $ / shares	0.006
Weighted average exercise price, Exercisable | $ / shares	$ 0.006

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Derivative Liabilities (Details Narrative)	6 Months Ended
	Jul. 31, 2018 USD ($)
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.
Percentage of exercise price for warrant, description	The Holder would exercise the warrant after any holding period prior to maturity at target prices starting at 2 times the exercise price for the Warrants or higher subject to monthly limits of: 5% of the last 6 months average trading volume increasing by 1% per month and the ownership limit identified in the contract assuming the underlying number of common shares increases at 1% per month.
Derivative liabilities	$ 0
Fair value of convertible debt	289,973
Derivative loss	60,618
Amortization of debt discount	229,355
Interest expense related to amortization of debt discount	157,542
Original debt issuance cost	0
Unamortized debt discount related to derivative liability	83,795
Reclassification of derivative liability to equity	0
Convertible notes conversion portion, amount	151,741
Warrants and Convertible Notes [Member]
Derivative loss	$ 27,209
Measurement Input, Price Volatility [Member] | Minimum [Member]
Fair value measurement, rate	139.00%
Measurement Input, Price Volatility [Member] | Maximum [Member]
Fair value measurement, rate	142.00%

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Derivative Liabilities - Schedule of Changes in Fair Value of Derivative Liabilities (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jul. 31, 2018	Jul. 31, 2017	Jul. 31, 2018	Jul. 31, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Beginning balance			$ 168,686
Total (gains) losses on fair value change of derivative liability	$ 16,328		27,209
Settlements			(151,741)	(35,299)
Additions recognized as debt discount			229,355	35,299
Ending balance	$ 273,509		$ 273,509

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Convertible Promissory Notes (Details Narrative) - USD ($)												6 Months Ended		12 Months Ended
	Jul. 23, 2018	Jun. 01, 2018	Apr. 25, 2018	Mar. 26, 2018	Feb. 23, 2018	Jan. 25, 2018	Dec. 21, 2017	Nov. 22, 2017	Oct. 18, 2017	Sep. 15, 2017	Jul. 27, 2017	Jul. 31, 2018	Jul. 31, 2017	Jan. 31, 2018
Debt Instrument [Line Items]
Proceeds from debt												$ 228,000	$ 216,000
Debt instrument conversion, amount												$ 147,320
Debt conversion on convertible shares												238,849,604
Original issue discount amount												$ 14,000	14,000
Debt discounts amount												229,355	35,299
Amortization of debt discount												157,542	$ 42,549
July 2017 Note [Member]
Debt Instrument [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											Apr. 26, 2018
Percentage of debt discount lowest weighted average market price											45.00%
Debt instrument conversion, amount												$ 23,339		$ 30,000
Debt conversion on convertible shares												38,576,247		45,454,544
Principal and interest totalling amount												$ 0		$ 23,090
September 2017 Note [Member]
Debt Instrument [Line Items]
Proceeds from debt										$ 40,000
Debt instrument, fee amount										3,000
Principal amount										$ 43,000
Interest rate										8.00%
Debt instrument, maturity date										Sep. 13, 2018
Percentage of debt discount lowest weighted average market price										65.00%
Debt instrument conversion, amount												$ 44,720
Debt conversion on convertible shares												61,825,722
Principal and interest totalling amount												$ 0		44,906
October 2017 Note [Member]
Debt Instrument [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									Oct. 18, 2018
Percentage of debt discount lowest weighted average market price									45.00%
Debt instrument conversion, amount												$ 54,261
Debt conversion on convertible shares												92,993,090
Principal and interest totalling amount												$ 0		$ 51,693
November 2017 Note [Member]
Debt Instrument [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%
Debt instrument conversion, amount												$ 25,000
Debt conversion on convertible shares												45,454,545
Principal and interest totalling amount												$ 30,342
December 2017 Note [Member]
Debt Instrument [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							Dec. 20, 2018
Percentage of debt discount lowest weighted average market price							45.00%
Principal and interest totalling amount												54,356
January 2018 Note [Member]
Debt Instrument [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						Jan. 22, 2019
Percentage of debt discount lowest weighted average market price						45.00%
Principal and interest totalling amount												53,271
February 2018 Note [Member]
Debt Instrument [Line Items]
Proceeds from debt					$ 50,000
Interest rate					8.00%
Debt instrument, maturity date					Nov. 30, 2018
Percentage of debt discount lowest weighted average market price					65.00%
Principal and interest totalling amount												54,732
Original issue discount amount					$ 3,000
March 2018 Note [Member]
Debt Instrument [Line Items]
Proceeds from debt				$ 50,000
Interest rate				8.00%
Debt instrument, maturity date				Jan. 15, 2019
Percentage of debt discount lowest weighted average market price				65.00%
Principal and interest totalling amount												54,392
Original issue discount amount				$ 3,000
April 2018 Note [Member]
Debt Instrument [Line Items]
Proceeds from debt			$ 40,000
Interest rate			8.00%
Debt instrument, maturity date			Feb. 15, 2019
Percentage of debt discount lowest weighted average market price			65.00%
Principal and interest totalling amount												44,063
Original issue discount amount			$ 3,000
June 2018 Note [Member]
Debt Instrument [Line Items]
Proceeds from debt		$ 40,000
Interest rate		8.00%
Debt instrument, maturity date		Mar. 15, 2019
Percentage of debt discount lowest weighted average market price		65.00%
Principal and interest totalling amount												43,690
Original issue discount amount		$ 3,000
July 2018 Note [Member]
Debt Instrument [Line Items]
Proceeds from debt	$ 48,000
Principal amount	$ 50,000
Interest rate	12.00%
Debt instrument, maturity date	Jul. 19, 2019
Percentage of debt discount lowest weighted average market price	45.00%
Principal and interest totalling amount												$ 50,198
Original issue discount amount	$ 2,000

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Convertible Promissory Notes - Summary of Convertible Promissory Notes (Details) - USD ($)	Jul. 31, 2018	Jan. 31, 2018
Debt Instrument [Line Items]
Convertible note payable	$ 385,044	$ 271,712
Less debt discount	(95,529)	(9,716)
Less current portion of convertible notes	(289,515)	(261,996)
Long-term convertible notes payable
Convertible Debt One [Member]
Debt Instrument [Line Items]
Convertible note payable		23,090
Convertible Debt Two [Member]
Debt Instrument [Line Items]
Convertible note payable		44,906
Convertible Debt Three [Member]
Debt Instrument [Line Items]
Convertible note payable		51,693
Convertible Debt Four [Member]
Debt Instrument [Line Items]
Convertible note payable	30,342	51,184
Convertible Debt Five [Member]
Debt Instrument [Line Items]
Convertible note payable	54,356	50,691
Convertible Debt Six [Member]
Debt Instrument [Line Items]
Convertible note payable	53,271	50,148
Convertible Debt Seven [Member]
Debt Instrument [Line Items]
Convertible note payable	54,732
Convertible Debt Eight [Member]
Debt Instrument [Line Items]
Convertible note payable	54,392
Convertible Debt Nine [Member]
Debt Instrument [Line Items]
Convertible note payable	44,063
Convertible Debt Ten [Member]
Debt Instrument [Line Items]
Convertible note payable	43,690
Convertible Debt Eleven [Member]
Debt Instrument [Line Items]
Convertible note payable	$ 50,198

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Convertible Promissory Notes - Summary of Convertible Promissory Notes (Details) (Parenthetical)	6 Months Ended	12 Months Ended
	Jul. 31, 2018	Jan. 31, 2018
Convertible Debt One [Member]
Percentage of convertible notes	12.00%	12.00%
Due date	Apr. 30, 2018	Apr. 30, 2018
Convertible Debt Two [Member]
Percentage of convertible notes	8.00%	8.00%
Due date	Sep. 30, 2018	Sep. 30, 2018
Convertible Debt Three [Member]
Percentage of convertible notes	12.00%	12.00%
Due date	Oct. 31, 2018	Oct. 31, 2018
Convertible Debt Four [Member]
Percentage of convertible notes	12.00%	12.00%
Due date	Nov. 30, 2018	Nov. 30, 2018
Convertible Debt Five [Member]
Percentage of convertible notes	12.00%	12.00%
Due date	Dec. 31, 2018	Dec. 31, 2018
Convertible Debt Six [Member]
Percentage of convertible notes	12.00%	12.00%
Due date	Jan. 31, 2019	Jan. 31, 2019
Convertible Debt Seven [Member]
Percentage of convertible notes	8.00%	8.00%
Due date	Nov. 30, 2018	Nov. 30, 2018
Convertible Debt Eight [Member]
Percentage of convertible notes	8.00%	8.00%
Due date	Jan. 31, 2019	Jan. 31, 2019
Convertible Debt Nine [Member]
Percentage of convertible notes	8.00%	8.00%
Due date	Feb. 28, 2019	Feb. 28, 2019
Convertible Debt Ten [Member]
Percentage of convertible notes	8.00%	8.00%
Due date	Mar. 31, 2019	Mar. 31, 2019
Convertible Debt Eleven [Member]
Percentage of convertible notes	12.00%	12.00%
Due date	Jul. 31, 2019	Jul. 31, 2019

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Stockholders' Deficit (Details Narrative) - USD ($)	6 Months Ended
	Jul. 31, 2018	Jul. 31, 2014	Jan. 31, 2018
Increase number of authorized common shares	6,250,000,000		6,250,000,000
Stock subscription receivable			$ 55,673
Impairment of stock subscription receivable	$ 55,673
Number of common stock shares issued in conversion	238,849,604
Number of common stock shares issued in conversion, value	$ 147,320
Shares issued for services	$ 213,000
Shares issued for services, shares	30,000,000
Accounts payable and accrued liability	$ 213,000
KVM [Member]
Purchase of common stock shares		34,214,226
Purchase of common stock		$ 456,924
Stock subscription receivable			$ 55,673
Minimum [Member]
Conversion exercise price per share	$ 0.0006
Maximum [Member]
Conversion exercise price per share	$ 0.0007

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Commitments and Contingencies (Details Narrative)	6 Months Ended
	Jul. 31, 2018 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 ($)		1 Months Ended		6 Months Ended
	Aug. 28, 2018	Sep. 30, 2018	Aug. 31, 2018	Jul. 31, 2018
Subsequent Event [Line Items]
Debt conversion, converted instrument, shares issued				238,849,604
Debt conversion, converted instrument, amount				$ 147,320
Minimum [Member]
Subsequent Event [Line Items]
Debt conversion exercise price per share				$ 0.0006
Maximum [Member]
Subsequent Event [Line Items]
Debt conversion exercise price per share				$ 0.0007
Subsequent Event [Member]
Subsequent Event [Line Items]
Proceeds from debt	$ 10,000
Debt instrument interest rate	10.00%
Debt instrument, due date	Aug. 31, 2019
Debt conversion, converted instrument, shares issued		305,586,438	305,586,438
Debt conversion, converted instrument, amount		$ 131,680	$ 131,680
Subsequent Event [Member] | Minimum [Member]
Subsequent Event [Line Items]
Debt conversion exercise price per share		$ 0.00033	$ 0.00033
Subsequent Event [Member] | Maximum [Member]
Subsequent Event [Line Items]
Debt conversion exercise price per share		$ 0.00051	$ 0.00051