Related Party Transactions (Tables)

9 Months Ended

Oct. 31, 2016

	October 31, 2016			January 31, 2016

Related party payable compensation (2)	$	144,635		$	18,333

Notes payable (4)		30,000			-

Convertible notes payable for cash proceeds received (1)		251,045			251,045
Convertible notes payable for unpaid compensation (3)		59,000			59,000
Less: unamortized discount (3)		(6,755	)		(12,290	)
Total convertible notes payable, net of unamortized discount		303,290			297,755
Total related party loans		333,290			297,755
Total related party transactions	$	477,925		$	316,088

(1)

As of October 31, 2016 and January 31, 2016, a company controlled by the Company’s former Chairman of the Board was due a principal balance of $251,045 in respect to a demand convertible note payable.

During the nine months ended October 31, 2016 the Company has accrued $9,423 with respect to the aforementioned note payable.

(2)

Effective December 17, 2015, Mr. Jeffery Taylor was appointed to serve as Chief Executive Officer of the Company and Mr. Don Lee Taylor was appointed to serve as Chief Financial Officer of the Company. On December 21, 2015 the Company entered into employment agreements with Mr. Jeffery Taylor and Mr. Don Lee Taylor for a period of 24 months, where after the contract may be renewed in one year terms at the election of both parties. Jeffery Taylor shall receive an annual gross salary of $115,000 and Don Lee Taylor shall receive an annual gross salary of $105,000 payable in equal installments on the last day of each calendar month and which may be accrued until such time as the Company has sufficient cash flow to settle amounts payable. Further under the terms of the respective agreements all inventions, innovations, improvements, know-how, plans, development, methods, designs, analyses, specifications, software, drawings, reports and all similar or related information (whether or not patentable or reduced to practice) which relate to any of the Company’s actual or proposed business activities and which are created, designed or conceived, developed or made by the Executive during the Executive’s past or future employment by the Company or any Affiliates, or any predecessor thereof (“Work Product”), belong to the Company, or its Affiliates, as applicable.

During the nine months ended October 31, 2016 the Company accrued management fees in the amount of $86,250 to Mr. Jeffery Taylor and $78,750 to Mr. Don Lee Taylor.

During the nine months ended October 31, 2016 the Company reimbursed a total of $17,857 to Mr. Jeffery Taylor and $29,290 to Mr. Don Lee Taylor.

During the nine months ended October 31, 2016 the Company paid $40,179 to Mr. Jeffery Taylor and $45,895 to Mr. Don Lee Taylor.

As of October 31, 2016, there remained a total of $144,406 on the balance sheets as related party accounts payable ($18,333 – January 31, 2016).

(3)

On October 1, 2015 the Company issued its former President a convertible promissory note in the principal amount of $59,000 for unpaid compensation. The note bears interest at a rate of 6% per annum, matures on October 1, 2017, and contains a repayment provision which permits the holder to convert the debt into the Company's common stock at a rate of 80% of the fair market value of the common stock on the date of conversion. The conversion discount of 20% of FMV results in a beneficial conversion feature. As a result, the difference between the conversion rate and the market rate of $14,750 on the date of the transaction has been classified as a discount on the note. As of October 31, 2016, the Company expensed $5,535 as amortization of the debt discount which is included as interest expense. As of October 31, 2016, $6,755 of unamortized discount remains, and will be amortized over the next 14 months.

(4)

On February 17, 2016 the Company issued promissory notes to Mr. Jeffery Taylor, CEO, in the amount of $17,500 and to Mr. Don Lee Taylor, CFO, in the amount of $17,500, respectively. The notes bear interest at a rate of 1% per annum, maturing on August 17, 2016. During the nine months ended October 31, 2016, the company repaid $2,500 to Mr. Jeffery Taylor and $2,500 to Mr. Don Lee Taylor.

As of October 31, 2016, the Company has accrued $229 as interest with respect to the above notes.

Unsecured convertible promissory notes [Member]

Schedule of related party transactions


Description	Principal			Interest Rate		Conversion Rate	Maturity Date

Note Payable (1)	$	251,045			5%	FMV	On demand with 90 days written notice

Note Payable (3)	$	59,000			6%	80% of FMV	10/01/2017
Less: unamortized discount (3)		(6,755	)
Note Payable, net of unamortized discount	$	52,245

(1)

During the nine months ended October 31, 2016 the Company has accrued $9,423 with respect to the aforementioned note payable.

(3)