10-Q/A

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q/A

(Amendment no.1)

(Mark One)

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

For the quarterly period ended October 31, 2018

OR

☐ TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

From the transition period ___________ to ____________.

Commission File Number 333-152444

THE 4LESS GROUP, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	7389	90-1494749
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

4580 N Rancho Dr #130, Las Vegas, NV 89130

(Address of principal executive offices)

(662) 510-5866

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).  Yes ☒   No ☐.

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

Large Accelerated Filer  ☐      Accelerated Filer  ☐

Non-Accelerated Filer  ☒      Smaller Reporting Company  ☒      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 a check mark whether the company is a shell company (as defined by Rule 12b-2 of the Exchange Act):

Yes ☐   No ☒.

As of November 7, 2019, there were 324,345,734 shares of Common Stock of the issuer outstanding.

EXPLANATORY NOTE

The4Less Group, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment No. 1”) to its Quarterly Report on Form 10-Q for the quarter ended October 31, 2018, which was originally filed on December 26, 2018 (the “Original Filing”) for the sole purpose of furnishing Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this Amendment No. 1 provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

Other than the addition of Exhibit 101, no other changes have been made to the Original Filing.

This Amendment No. 1 does not reflect events that may have occurred subsequent to the filing date of the Original Filing and does not modify or update in any way disclosures made in the Form 10-Q for the quarter ended October 31, 2018.

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
31.1*	Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certificate of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

1

SIGNATURES

In accordance with 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.

The 4Less Group, Inc.

By:	/s/ Timothy Armes
	Timothy Armes
	Chairman (Director), Chief Executive Officer, President, Secretary and Treasurer

Date: November 26, 2019

2

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy Armes, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of The4Less Group, Inc.;

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 small business issuer as of, and for, the periods presented in this report;

4. I am 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 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 (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my 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 control over financial reporting.

Date: November 26, 2019

By:	/s/ Timothy Armes
Timothy Armes
Chief Executive Officer
(Principal Executive Officer and Principal Financial/Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy Armes, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of The4Less Group, Inc. on Form 10-Q for the period ended October 31, 2018 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of The4Less Group, Inc.

By:	/s/ Timothy Armes
Timothy Armes
Chief Executive Officer
(Principal Executive Officer and Principal Financial/Accounting Officer)

November 26, 2018

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Stockholders' Deficit

9 Months Ended

Oct. 31, 2018

Equity [Abstract]

STOCKHOLDERS' DEFICIT

NOTE 6 – STOCKHOLDERS' DEFICIT

Preferred Stock:

The Company is authorized to issue 20,001,000 shares of Preferred Stock, having a par value of $0.001 per share.

The Series A Preferred Stock has an automatic forced conversion into common stock upon the completion of the repurchase or extinguishing of all "toxic" debt (notes having conversion features tied to the Company's common stock), the extinguishing of all other existing dilutive debt or equity structures, and total recapitalization of the Company. As of October 31, 2018, the Company had 330,000 shares of Series A Preferred issued and outstanding.

Holders of the Series B Preferred Stock has voting rights equal to 51% of the total voting rights at any time.  There are no conversion rights granted holders of Series B Preferred shares. As of October 31, 2018, the Company had 1,000 shares of Series B Preferred Stock issued, outstanding and held by Timothy Armes, CEO of the Company.

Holders of the Series C Preferred Stock have the right to convert into the common stock of the Company at any time at the holder's option by multiplying the number of issued and outstanding shares of the common stock by 2.63 on conversion date.  The holders of Series C Preferred shares, they are not entitled to dividends, and the Company does not have the right of redemption. At October 31, 2018, there are 0 shares issued and outstanding of the Series C Preferred Stock.

On June 8, 2018, the Company filed a Certificate of Designation for its Series D Preferred Stock with the Secretary of State of Nevada designating 870 shares of its authorized preferred stock as Series D Preferred Stock ("Series D"). The shares of Series D have a par value of $0.001 per share. The shares of Series D do not have any dividend rights, voting rights or pre-emptive rights and are redeemable by either the Company or the holder at an amount of $1,000 per share.

On June 8, 2018, the Company, after having obtained requisite shareholder approval, filed amendments to its Certificate of Designation with the Secretary of State of Nevada, increased the designated Series B Preferred Stock to 20,000 shares from 1,000 shares and modified certain rights and preferences. Pursuant to the amendment, the Series B Preferred Stock has voting rights equal to 66.7% of the total voting rights at any time.

On June 8, 2018, the Company, after having obtained requisite shareholder approval, filed amendments to its Certificate of Designation with the Secretary of State of Nevada, to modify certain rights and preferences of Series C Preferred Stock. Pursuant to the amendment, 7,250 shares were designated as Series C Convertible Preferred Stock. Any issued and outstanding shares of Series C Convertible Preferred Stock shall automatically convert at $2.63 per share on December 31, 2021. Prior to the conversion, the holders do not have any dividend right, voting right. The holders also have no redemption right.

On June 13, 2018, the Company, after having obtained requisite shareholder approval, filed amendments to its Certificate of Designation with the Secretary of State of Nevada, decreased the designated Series A Preferred Stock to 330,000 shares from 500,000 shares and modified certain rights and preferences. Pursuant to the amendment, any issued and outstanding shares of Series A Convertible Preferred Stock shall automatically convert at $0.152 per share on December 31, 2018. The Company has the option to force a conversion at any time after issuance. Prior to the conversion, the holders do not have any liquidation and voting right.

Common Stock:

The Company is authorized to issue 4,000,000,000 common shares at a par value of $0.001 per share.  These shares have full voting rights.  During the nine months ended October 31, 2018, the Company issued the following common stock:

On June 6, 2018, 66,897,096 shares were issued for the conversion of a $2,200 note and $1,145 interest that had a conversion feature at 50% of the market price per share.

On July 30, 2018, 54,767,518 shares were issued for the conversion of a $1,760 note and $978 interest that had a conversion feature at 50% of the market price per share.

On October 9, 2018, 52,885,151 shares were issued for the conversion of a $1,650 note and $994 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC.

On October 22, 2018, 49,622,751 shares were issued for the conversion of a $1,540 note and $941 interest that had a default conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC.  See Note 9 – Subsequent Events for disclosure of shares issued after October 31, 2018.

Warrants:

The Company had the following warrants activity for the nine months ended October 31, 2018:

	Number of Warrants		Weighted Average Exercise Price For Share		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding and exercisable at January 31, 2018		37,500,000	$	0.01		2.79	$	—
Grant		—		—
Outstanding and exercisable at October 31, 2018		37,500,000	$	0.01		2.05	$	—

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Nature of Business and Significant Accounting Policies (Policies)

9 Months Ended

Oct. 31, 2018

Accounting Policies [Abstract]

Business

Business:

MedCareers Group, Inc. (the "Company", "MedCareers") currently operates a website for nurses, nursing schools and nurses organizations which enables the respective entities to communicate more easily and efficiently with their members.

Significant Accounting Policies

Significant Accounting Policies:

The Company's management selects accounting principles generally accepted in the United States of America and adopts methods for their application.  The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements.

Basis of Presentation

Basis of Presentation:

The Company prepares its financial statements on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States.

The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for interim unaudited consolidated financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for complete consolidated financial statements. Certain information and footnote disclosure normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to instructions, rules, and regulations prescribed by the SEC. The unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended January 31, 2018 and notes thereto contained in the Company's Annual Report on Form 10-K.

Principles of Consolidation

Principles of Consolidation:

The financial statements include the accounts of MedCareers Group, Inc. as well as Nurses Lounge, Inc.  All significant inter-company transactions have been eliminated.  All amounts are presented in U.S. Dollars unless otherwise stated.

Use of Estimates

Use of Estimates:

In order to prepare financial statements in conformity with accounting principles generally accepted in the United States, management must make estimates, judgments and assumptions that affect the amounts reported in the financial statements and determine whether contingent assets and liabilities, if any, are disclosed in the financial statements. The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements are based.

Cash and Cash Equivalents

Cash and Cash Equivalents:

The Company considers all highly liquid instruments with a maturity of three months or less to be cash equivalents.  At times, cash balances may be in excess of the Federal Deposit Insurance Corporation ("FDIC") insurance limits.  The carrying amount of cash and cash equivalents approximates fair market value.

Fair Value of Financial Instruments

Fair Value of Financial Instruments:

The Company's financial instruments consist of cash, accounts payable, advances and notes payable.  The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments. Derivatives are recorded at fair value at each period end. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date.

The Accounting Standards Codification ("ASC") guidance for fair value measurements and disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy are described below:

Level 1 Inputs – Quoted prices for identical instruments in active markets.

Level 2 Inputs – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs – Instruments with primarily unobservable value drivers.

The following table sets forth, by level within the fair value hierarchy, the Company's financial liabilities that were accounted for at fair value on a recurring basis as of October 31, 2018:

	October 31, 2018		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Derivative Liabilities – embedded redemption feature	$	5,162,556	$	—	$	—	$	5,162,556
Totals	$	5,162,556	$	—	$	—	$	5,162,556

Related Party Transactions

Related Party Transactions:

The Company has a formal, written policy that includes procedures intended to ensure compliance with the related party provisions in common practice for public companies. For purposes of the policy, a "related party transaction" is a transaction in which the Company or any one of its subsidiaries participates and in which a related party has a direct or indirect material interest, other than ordinary course, arms-length transactions of less than 1% of the revenue of the counterparty. Any transaction exceeding the 1% threshold, and any transaction involving consulting, financial advisory, legal or accounting services that could impair a director's independence, must be approved by the CEO. Any related party transaction in which an executive officer or a Director has a personal interest, or which could present a possible conflict under the Guide to Ethical Conduct, must be approved by Board of Directors, following appropriate disclosure of all material aspects of the transaction.

Revenue Recognition

Revenue Recognition:

The Company generates revenues from job postings, banner advertisements and email campaigns. Prior to February 1, 2018, revenue is recognized when persuasive evidence of an arrangement exists, delivery or service has occurred, the sales price is fixed or determinable and receipt of payment is probable. Certain sales are for services over the period of nine months or a year and those sales are recognized ratably over the period. Any amount collected but not earned is recorded as deferred revenue.

Beginning February 1, 2018, the Company analyzes contracts to determine the appropriate revenue recognition using the following steps: (i) identification of contracts with customers; (ii) identification of distinct performance obligations in the contract; (iii) determination of contract transaction price; (iv) allocation of contract transaction price to the performance obligations; and (v) determination of revenue recognition based on timing of satisfaction of the performance obligation. The Company recognizes revenues upon the satisfaction of its performance obligations (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services.

Stock-Based Compensation

Stock-Based Compensation:

The Company accounts for stock options at fair value. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the service period, if any, of the stock option.

Loss per Common Share

Loss Per Common Share:

The weighted average number of common shares outstanding during each period is used to compute basic loss per share.  Diluted loss per common share are computed using the weighted average number of common shares and potentially dilutive common shares outstanding.  Potentially dilutive common shares are additional common shares assumed to be exercised. Potentially dilutive common shares are excluded from the diluted loss per share computation in periods where the Company has incurred a net loss, as their effect would be considered anti-dilutive.

The Company had 37,500,000 warrants, 330,000 shares of Series A Preferred Stock and 1,000 shares of Series B Preferred Stock outstanding at October 31, 2018 and December 31, 2017, which were potentially dilutive common stock equivalents but would be antidilutive and are not included.  As the Company incurred a net loss during the three and nine months ended October 31, 2018 and December 31, 2017, the common stock equivalents were considered anti-dilutive.

Recently Issued Accounting Standards

Recently Issued Accounting Standards:

Revenue from Contracts with Customers: In May 2014, Accounting Standards Update No. 2014-09 (Topic 606) was issued related to revenue from contracts with customers. Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The updated standard replaces most existing revenue recognition guidance under GAAP and permits the use of either the retrospective or cumulative effect transition method. This accounting standard update, as amended, was effective for reporting periods beginning after December 15, 2017. The Company adopted this standard as of February 1, 2018.  The new guidance did not have an impact on the Company's consolidated financial statements.

There were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.

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Stockholders' Deficit (Tables)

9 Months Ended

Oct. 31, 2018

Equity [Abstract]

Schedule of warrant activity

	Number of Warrants		Weighted Average Exercise Price For Share		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding and exercisable at January 31, 2018		37,500,000	$	0.01		2.79	$	—
Grant		—		—
Outstanding and exercisable at October 31, 2018		37,500,000	$	0.01		2.05	$	—

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Subsequent Events (Details) - USD ($)											1 Months Ended
	Dec. 14, 2018	Dec. 13, 2018	Dec. 12, 2018	Dec. 11, 2018	Dec. 10, 2018	Dec. 06, 2018	Dec. 03, 2018	Nov. 14, 2018	Nov. 09, 2018	Nov. 08, 2018	Dec. 19, 2018	Dec. 18, 2018	Dec. 17, 2018	Nov. 30, 2018	Nov. 29, 2018	Nov. 23, 2018	Nov. 21, 2018	Nov. 19, 2018	Nov. 16, 2018	Nov. 15, 2018	Oct. 31, 2018	Jan. 31, 2018
Subsequent Events (Textual)
Convertible note amount																					$ 521,847
Common stock, shares issued																					1,064,651,043	1,064,651,043
Forecast [Member]
Subsequent Events (Textual)
Conversion of stock issuance shares											119,000,000	105,000,000	160,921,973
Conversion of stock amount											$ 5,933	$ 5,191	$ 4,950
Interest of convertible notes amount											$ 16	$ 59	$ 3,096
Conversion price percentage											50.00%	50.00%	50.00%
Subsequent Events [Member]
Subsequent Events (Textual)
Conversion of stock issuance shares	100,000,000			79,400,000	103,411,616	86,000,000	81,000,000		33,146,301					85,234,849		73,000,000	99,960,729	64,700,000	35,444,872	59,000,000
Conversion of stock amount	$ 4,886			$ 3,843	$ 3,190	$ 4,215	$ 3,957							$ 2,640		$ 1,321	$ 3,107		$ 13,863
Interest of convertible notes amount	$ 114			$ 127	$ 1,980	$ 84	$ 92		$ 6,573					$ 1,621		$ 2,328	$ 1,890	$ 3,235	$ 9,176	$ 2,950
Conversion price percentage	50.00%	50.00%		50.00%	50.00%	50.00%	50.00%	50.00%	50.00%					50.00%		50.00%	50.00%	50.00%	50.00%	50.00%
Bears interest at per annum		8.00%						8.00%
Debt of principal amount		$ 130,000						$ 78,750
Net proceeds of amount		$ 125,000						$ 75,000
Debt issuance date		1 year						1 year
Prefered stock, Description		The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion, but not higher than $0.005.						The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion, but not higher than $0.005.
Shares outstanding, description										The Company will purchase all of the outstanding shares of 4Less, which are held respectively by Christopher Davenport and Sergio Salzano in exchange for 17,100 shares of Series B Preferred Stock, 6,075 shares of Series C Preferred Stock, 675 shares of Series D Preferred Stock to Mr. Davenport and 1,900 shares of Series B Preferred Stock, 677 shares of Series C Preferred Stock, and 75 shares of Series D Preferred Stock to Mr. Salzano. In addition, Timothy Armes, our current Chairman shall exchange 60,000,000 shares of common stock of the Company for 120 shares of the Company's Series D Preferred Stock.
Common stock, shares issued															60,000,000
Subsequent Events [Member] | Nurses Lounge Inc [Member]
Subsequent Events (Textual)
Disposition of Assets, Description			1. The Company transferred 100% of the ownership of the Subsidiary to the Nurses Lounge Holdings, Inc. (the "Buyer") (owned by Timothy Armes, the Chief Executive Officer of the Company, various shareholders and debt holders of the Company) effective immediately; 2. The Buyer assumed all debt and other obligations associated with the Subsidiary at the time of ownership transfer. 3. The Buyer provided a written indemnification to the Company covering all liabilities associated with the past and future operations of the Subsidiary. 4.The subsidiary was sold by the Company for the consideration of the cancelation of 322,000 shares of series A Preferred Stock, 40 million shares of common stock and the forgiveness of $533,071 worth of existing current liabilities owed by the Company
Subsequent Events [Member] | Conversion [Member]
Subsequent Events (Textual)
Conversion of stock issuance shares									55,000,000					77,000,000
Conversion of stock amount									$ 10,000					$ 3,717
Interest of convertible notes amount									$ 2,750					$ 132
Conversion price percentage									50.00%					50.00%
Series B Preferred Stock [Member] | Subsequent Events [Member]
Subsequent Events (Textual)
Prefered stock, Description															There was a change of control as the holders of the Series B Preferred Stock have a voting control of 66.7% of the Company and Christopher Davenport and Sergio Salzano own 95% of the Series B Preferred Stock.
Series D Preferred Stock [Member] | Subsequent Events [Member]
Subsequent Events (Textual)
Common stock, shares issued															120

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Consolidated Balance Sheets (Parenthetical) - USD ($)	Oct. 31, 2018	Jan. 31, 2018
Net of debt discount	$ 145,947	$ 46,788
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	4,000,000,000	4,000,000,000
Common Stock, shares issued	1,064,651,043	1,064,651,043
Common Stock, shares outstanding	840,478,527	840,478,527
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	19,642,880	19,642,880
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Preferred Series A
Preferred Stock, shares issued	330,000	330,000
Preferred Stock, shares outstanding	330,000	330,000
Preferred Series B
Preferred Stock, shares issued	1,000	1,000
Preferred Stock, shares outstanding	1,000	1,000
Preferred Series C
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0

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Going Concern and Financial Position

9 Months Ended

Oct. 31, 2018

Going Concern and Financial Position [Abstract]

GOING CONCERN AND FINANCIAL POSITION

NOTE 2 – GOING CONCERN AND FINANCIAL POSITION

MedCareers' financial statements are prepared using GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has incurred cumulative losses through October 31, 2018 of $14,163,990 and has a working capital deficit at October 31, 2018 of $7,613,502. As of October 31, 2018, the Company only had cash and cash equivalents of $7,234 and had short-term debt in default. The short-term debt agreements provide legal remedies for satisfaction of defaults, none of the lenders to this point have pursued their legal remedies. These conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the financial statements are issued.

The potential proceeds from the sale of common stock and other contemplated debt and equity financing, and increases in operating revenues from new development and business acquisitions might enable MedCareers to continue as a going concern. However, revenues have not been sufficient to cover operating costs that would permit the Company to continue as a going concern historically and there can be no assurance that the Company can or will be able to complete any debt or equity financing, or develop or acquire one or more business interests on terms favorable to it.  MedCareers' financial statements do not include any adjustments that might result from the outcome of this uncertainty. Refer to Note 9 - Subsequent Events for disclosure of the Stock Purchase Agreement completed with The 4 Less Corp on November 29, 2018.

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Deposit for Planned Merger (Details)	9 Months Ended
	Oct. 31, 2018
Notes to Financial Statements
Common stock issuing, description	(1) 19,000 shares of Series B preferred stock; (2) 6,750 shares of Series C preferred stock; (3) 750 shares of Series D preferred stock to shareholders and pay $150,000 to 4Less within 15 days of execution of the Binding LOI. The amount was subsequently reduced to $110,000 by verbal agreement between the parties. The Company paid the $110,000 in June 2018. Timothy Armes, CEO of the Company, agreed to return 60,000,000 shares of the Company's common stock in exchange for 120 shares of the Company's Series D preferred stock at the time of execution of a definitive agreement. The parties agreed to enter into mutually agreeable definitive agreement for the closing of the transaction within 120 days of the execution of this Binding LOI. On October 12, 2018, the parties agreed to extend the term by 30 days from 120 days to 150 days. On November 8, 2018, the Company entered into a Stock Purchase Agreement with The 4 Less Corp and closed the transaction on November 29, 2018.

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Derivative Liabilities (Details Textual) - USD ($)	9 Months Ended
	Oct. 31, 2018	Oct. 31, 2017
Derivative Liabilities (Textual)
Derivative liabilities	$ (1,390,717)	$ 59,962
Gain loss fair value of derivative liabilities	$ (4,033,673)	$ 66,469
Risk free interest rate, description	The expected term, and the risk-free interest rate. In our calculation at October 31, 2018, volatility ranged from 199% to 343%, the term ranged from 0.16 to 1.48 year, and the risk free interest rate was from 2.49% to 2.55%. At January 31, 2018, volatility ranged from 242% to 288%, the term ranged from 0.66 to 2.94 years, and the average risk free interest rate was from 1.88% to 2.03%.

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Consolidated Balance Sheets - USD ($)	Oct. 31, 2018	Jan. 31, 2018
Current Assets
Cash and Cash Equivalents	$ 7,234	$ 2,830
Deposit for Planned Merger	110,000
Total Assets	117,234	2,830
Current Liabilities
Accounts Payable	72,937	44,342
Accrued Expenses	209,428	215,591
Accrued Expenses - Related Party	402,960	292,415
Deferred Revenues	4,818	14,496
Accrued Interest Payable	377,483	527,831
Derivative Liabilities	5,162,556	760,788
Short Term Debt, net of Debt Discount of $145,947 and $46,788, respectively	1,500,554	1,057,051
Total Liabilities	7,730,736	2,912,514
Stockholders' Deficit
Preferred Stock
Common Stock, $0.001 par value, 4,000,000,000 shares authorized, 1,064,651,043 and 840,478,527 shares issued and outstanding	1,064,651	840,478
Additional Paid-In Capital	5,485,506	5,387,205
Accumulated Deficit	(14,163,990)	(9,137,698)
Total Stockholders' Deficit	(7,613,502)	(2,909,684)
Total Liabilities and Stockholders' Deficit	117,234	2,830
Series A - Preferred Stock
Stockholders' Deficit
Preferred Stock	330	330
Series B - Preferred Stock
Stockholders' Deficit
Preferred Stock	1	1
Series C - Preferred Stock
Stockholders' Deficit
Preferred Stock

XML

Nature of Business and Significant Accounting Policies

9 Months Ended

Oct. 31, 2018

Accounting Policies [Abstract]

NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Business:

MedCareers Group, Inc. (the "Company", "MedCareers") currently operates a website for nurses, nursing schools and nurses organizations which enables the respective entities to communicate more easily and efficiently with their members.

Significant Accounting Policies:

The Company's management selects accounting principles generally accepted in the United States of America and adopts methods for their application.  The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements.

Basis of Presentation:

The Company prepares its financial statements on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States.

The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for interim unaudited consolidated financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for complete consolidated financial statements. Certain information and footnote disclosure normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to instructions, rules, and regulations prescribed by the SEC. The unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended January 31, 2018 and notes thereto contained in the Company's Annual Report on Form 10-K.

Principles of Consolidation:

The financial statements include the accounts of MedCareers Group, Inc. as well as Nurses Lounge, Inc.  All significant inter-company transactions have been eliminated.  All amounts are presented in U.S. Dollars unless otherwise stated.

Use of Estimates:

In order to prepare financial statements in conformity with accounting principles generally accepted in the United States, management must make estimates, judgments and assumptions that affect the amounts reported in the financial statements and determine whether contingent assets and liabilities, if any, are disclosed in the financial statements. The ultimate resolution of issues requiring these estimates and assumptions could differ significantly from resolution currently anticipated by management and on which the financial statements are based.

Cash and Cash Equivalents:

The Company considers all highly liquid instruments with a maturity of three months or less to be cash equivalents.  At times, cash balances may be in excess of the Federal Deposit Insurance Corporation ("FDIC") insurance limits.  The carrying amount of cash and cash equivalents approximates fair market value.

Fair Value of Financial Instruments:

The Company's financial instruments consist of cash, accounts payable, advances and notes payable.  The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments. Derivatives are recorded at fair value at each period end. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date.

The Accounting Standards Codification ("ASC") guidance for fair value measurements and disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy are described below:

Level 1 Inputs – Quoted prices for identical instruments in active markets.

Level 2 Inputs – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs – Instruments with primarily unobservable value drivers.

The following table sets forth, by level within the fair value hierarchy, the Company's financial liabilities that were accounted for at fair value on a recurring basis as of October 31, 2018:

	October 31, 2018		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Derivative Liabilities – embedded redemption feature	$	5,162,556	$	—	$	—	$	5,162,556
Totals	$	5,162,556	$	—	$	—	$	5,162,556

Related Party Transactions:

The Company has a formal, written policy that includes procedures intended to ensure compliance with the related party provisions in common practice for public companies. For purposes of the policy, a "related party transaction" is a transaction in which the Company or any one of its subsidiaries participates and in which a related party has a direct or indirect material interest, other than ordinary course, arms-length transactions of less than 1% of the revenue of the counterparty. Any transaction exceeding the 1% threshold, and any transaction involving consulting, financial advisory, legal or accounting services that could impair a director's independence, must be approved by the CEO. Any related party transaction in which an executive officer or a Director has a personal interest, or which could present a possible conflict under the Guide to Ethical Conduct, must be approved by Board of Directors, following appropriate disclosure of all material aspects of the transaction.

Revenue Recognition:

The Company generates revenues from job postings, banner advertisements and email campaigns. Prior to February 1, 2018, revenue is recognized when persuasive evidence of an arrangement exists, delivery or service has occurred, the sales price is fixed or determinable and receipt of payment is probable. Certain sales are for services over the period of nine months or a year and those sales are recognized ratably over the period. Any amount collected but not earned is recorded as deferred revenue.

Beginning February 1, 2018, the Company analyzes contracts to determine the appropriate revenue recognition using the following steps: (i) identification of contracts with customers; (ii) identification of distinct performance obligations in the contract; (iii) determination of contract transaction price; (iv) allocation of contract transaction price to the performance obligations; and (v) determination of revenue recognition based on timing of satisfaction of the performance obligation. The Company recognizes revenues upon the satisfaction of its performance obligations (upon transfer of control of promised goods or services to customers) in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services.

Stock-Based Compensation:

The Company accounts for stock options at fair value. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the service period, if any, of the stock option.

Loss Per Common Share:

The weighted average number of common shares outstanding during each period is used to compute basic loss per share.  Diluted loss per common share are computed using the weighted average number of common shares and potentially dilutive common shares outstanding.  Potentially dilutive common shares are additional common shares assumed to be exercised. Potentially dilutive common shares are excluded from the diluted loss per share computation in periods where the Company has incurred a net loss, as their effect would be considered anti-dilutive.

The Company had 37,500,000 warrants, 330,000 shares of Series A Preferred Stock and 1,000 shares of Series B Preferred Stock outstanding at October 31, 2018 and December 31, 2017, which were potentially dilutive common stock equivalents but would be antidilutive and are not included.  As the Company incurred a net loss during the three and nine months ended October 31, 2018 and December 31, 2017, the common stock equivalents were considered anti-dilutive.

Recently Issued Accounting Standards:

Revenue from Contracts with Customers: In May 2014, Accounting Standards Update No. 2014-09 (Topic 606) was issued related to revenue from contracts with customers. Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The updated standard replaces most existing revenue recognition guidance under GAAP and permits the use of either the retrospective or cumulative effect transition method. This accounting standard update, as amended, was effective for reporting periods beginning after December 15, 2017. The Company adopted this standard as of February 1, 2018.  The new guidance did not have an impact on the Company's consolidated financial statements.

There were various other accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.

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Going Concern and Financial Position (Details) - USD ($)	Oct. 31, 2018	Jan. 31, 2018	Oct. 31, 2017	Jan. 31, 2017
Going Concern and Financial Position (Textual)
Accumulated deficit	$ (14,163,990)	$ (9,137,698)
Working capital deficit	7,613,502
Cash and cash equivalents	$ 7,234	$ 2,830	$ 64	$ 1,156

XML

Derivative Liabilities (Details) - Level 3 Derivatives [Member]	9 Months Ended
	Oct. 31, 2017 USD ($)
Balance, January 31, 2018	$ 760,788
Derivative Liabilities due to New Convertible Debt	391,209
Due to Conversion of Convertible Debt	(23,114)
Loss on Change in Fair Value of Derivative Liabilities	4,033,673
Balance, October 31, 2018	$ 5,162,556

XML

Derivative Liabilities (Tables)

9 Months Ended

Oct. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of changes in fair value of the derivative liability

	Level 3
	Derivatives
Balance, January 31, 2018	$	760,788
Derivative Liabilities due to New Convertible Debt		391,209
Due to Conversion of Convertible Debt		(23,114	)
Loss on Change in Fair Value of Derivative Liabilities		4,033,673
Balance, October 31, 2018	$	5,162,556

XML

Derivative Liabilities

9 Months Ended

Oct. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE LIABILITIES

NOTE 5 – DERIVATIVE LIABILITIES

The derivatives arise from convertible debt where the debt is convertible into common stock at variable conversion prices. As the price of the common stock varies it triggers a gain or loss based upon the discount to market assuming the debt was converted at the balance sheet date.

The fair value of the derivative liability is determined using the lattice model, is re-measured on the Company's reporting dates, and is affected by changes in inputs to that model including our stock price, expected stock price volatility, the expected term, and the risk-free interest rate. In our calculation at October 31, 2018, volatility ranged from 199% to 343%, the term ranged from 0.16 to 1.48 year, and the risk free interest rate was from 2.49% to 2.55%. At January 31, 2018, volatility ranged from 242% to 288%, the term ranged from 0.66 to 2.94 years, and the average risk free interest rate was from 1.88% to 2.03%.

	Level 3
	Derivatives
Balance, January 31, 2018	$	760,788
Derivative Liabilities due to New Convertible Debt		391,209
Due to Conversion of Convertible Debt		(23,114	)
Loss on Change in Fair Value of Derivative Liabilities		4,033,673
Balance, October 31, 2018	$	5,162,556

For the three months ended October 31, 2018 and 2017, the Company recorded gain (loss) from the change in the fair value of derivative liabilities of $(1,390,717) and $59,962, respectively.

For the nine months ended October 31, 2018 and 2017, the Company recorded gain (loss) from the change in the fair value of derivative liabilities of $(4,033,673) (including loss on change in the fair value of derivative liabilities due to the replacement of convertible notes) and $66,469, respectively.

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Subsequent Events

9 Months Ended

Oct. 31, 2018

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

Conversion of notes

On November 9, 2018, 33,146,301 shares were issued for the conversion of a $10,000 note and $6,573 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC.

On November 9, 2018, 55,000,000 shares were issued for the conversion of $2,750 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC.

On November 15, 2018, 59,000,000 shares were issued for the conversion of $2,950 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC.

On November 16, 2018, 35,444,872 shares were issued for the conversion of a $13,863 note and $9,176 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC.

On November 19, 2018, 64,700,000 shares were issued for the conversion of $3,235 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC.

On November 21, 2018, 99,960,729 shares were issued for the conversion of a $3,107 note and $1,890 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC.

On November 23, 2018, 73,000,000 shares were issued for the conversion of a $1,321 note and $2,328 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC.

On November 30, 2018, 85,234,849 shares were issued for the conversion of a $2,640 note and $1,621 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC.

On November 30, 2018, 77,000,000 shares were issued for the conversion of a $3,717 note and $132 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC.

On December 3, 2018, 81,000,000 shares were issued for the conversion of a $3,957 note and $92 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC.

On December 6, 2018, 86,000,000 shares were issued for the conversion of a $4,215 note and $84 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC.

On December 10, 2018, 103,411,616 shares were issued for the conversion of a $3,190 note and $1,980 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC.

On December 11, 2018, 79,400,000 shares were issued for the conversion of a $3,843 note and $127 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC.

On December 14, 2018, 100,000,000 shares were issued for the conversion of a $4,886 note and $114 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC.

On December 17, 2018, 160,921,973 shares were issued for the conversion of a $4,950 note and $3,096 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC.

On December 18, 2018, 105,000,000 shares were issued for the conversion of a $5,191 note and $59 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC.

On December 19, 2018, 119,000,000 shares were issued for the conversion of a $5,933 note and $16 interest that had a conversion price at 50% of the lowest market price during the period that the Company fails to make all required periodic filings with SEC.

Convertible Note

On November 14, 2018, the Company issued a convertible note with principal of $78,750 and net proceeds of $75,000. The note bears interest at 8% per annum and matures in one year from the issuance date.  The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion, but not higher than $0.005.

On December 13, 2018, the Company issued a convertible note with principal of $130,000 and net proceeds of $125,000. The note bears interest at 8% per annum and matures in one year from the issuance date.  The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion, but not higher than $0.005.

Entry Into Material Agreement

On November 8, 2018, the Company entered into a Stock Purchase Agreement with The 4 Less Corp. (formerly Vegas Suspension & Offroad, Inc.). Pursuant to the terms of the Binding LOI, the Company made a cash payment of $110,000 to the shareholders of 4Less. Under the terms of the Agreement, the Company will purchase all of the outstanding shares of 4Less, which are held respectively by Christopher Davenport and Sergio Salzano in exchange for 17,100 shares of Series B Preferred Stock, 6,075 shares of Series C Preferred Stock, 675 shares of Series D Preferred Stock to Mr. Davenport and 1,900 shares of Series B Preferred Stock, 677 shares of Series C Preferred Stock, and 75 shares of Series D Preferred Stock to Mr. Salzano.  In addition, Timothy Armes, our current Chairman shall exchange 60,000,000 shares of common stock of the Company for 120 shares of the Company's Series D Preferred Stock.

Completion of Acquisition

On November 29, 2018, the Board of Directors of the Company closed the Stock Purchase Agreement, dated November 8, 2018 with The 4Less Corp. The Company issued the shareholders of 4Less certain shares of preferred stock of the Company as described above. Pursuant to the transaction, Tim Armes, the CEO of the Company, exchanged 60,000,000 shares of common stock for 120 shares of Series D Preferred Stock.

As a result of the transaction, 4Less became a wholly owned subsidiary of the Company. Additionally, there was a change of control as the holders of the Series B Preferred Stock have a voting control of 66.7% of the Company and Christopher Davenport and Sergio Salzano own 95% of the Series B Preferred Stock.

Disposition of Assets

On December 12, 2018, the Board of Directors of the Company determined that the operations of Nurses Lounge, Inc., a wholly-owned subsidiary of the Company (the "Subsidiary") did not fit the business model of the Company.

Timothy Armes, the Chief Executive Officer of the Company, various debt holders and Series A Preferred Stockholders indicated a willingness and desire to acquire the Subsidiary from the Company and signed an agreement under the following terms and conditions:

1.	The Company transferred 100% of the ownership of the Subsidiary to the Nurses Lounge Holdings, Inc. (the "Buyer") (owned by Timothy Armes, the Chief Executive Officer of the Company, various shareholders and debt holders of the Company) effective immediately;
2.	The Buyer assumed all debt and other obligations associated with the Subsidiary at the time of ownership transfer.
3.	The Buyer provided a written indemnification to the Company covering all liabilities associated with the past and future operations of the Subsidiary.
4.	The subsidiary was sold by the Company for the consideration of the cancelation of 322,000 shares of series A Preferred Stock, 40 million shares of common stock and the forgiveness of $533,071 worth of existing current liabilities owed by the Company.

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Oct. 31, 2018	Oct. 31, 2017	Oct. 31, 2018	Oct. 31, 2017
Income Statement [Abstract]
Revenues	$ 7,787	$ 7,496	$ 21,824	$ 26,357
Operating Expenses:
Selling and Advertising	932	1,786	5,083	3,055
General and Administrative	122,539	93,967	237,366	283,107
Total Operating Expenses	123,471	95,753	242,449	286,162
Net Operating Loss	(115,684)	(88,257)	(220,625)	(259,805)
Other Income (Expense):
Change in Fair Value of Derivatives	(1,390,268)	59,962	(4,033,673)	66,469
Loss on Conversion of Notes Payable	(125,384)		(288,152)
Gain on Debt Extinguishment			36,837
Interest Expense	(145,957)	(38,892)	(520,679)	(129,480)
Total Other Income (Expense)	(1,661,609)	21,070	(4,805,667)	(63,011)
Net Loss	$ (1,777,293)	$ (67,187)	$ (5,026,292)	$ (322,816)
Weighted Average Common Shares Outstanding - Basic and Diluted	980,758,206	561,655,477	901,875,973	561,655,477
Loss per Common Share - Basic and Diluted	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.00)

XML

Deposit for Planned Merger

9 Months Ended

Oct. 31, 2018

Notes to Financial Statements

DEPOSIT FOR PLANNED MERGER

NOTE 3 – DEPOSIT FOR PLANNED MERGER

On June 18, 2018, the Company entered into a Binding Letter of Intent ("Binding LOI"), with The 4Less Corp. ("4Less"). Pursuant to the agreement, the Company agreed to acquire all of the issued and outstanding shares of 4Less' common stock by issuing (1) 19,000 shares of Series B preferred stock; (2) 6,750 shares of Series C preferred stock; (3) 750 shares of Series D preferred stock to shareholders and pay $150,000 to 4Less within 15 days of execution of the Binding LOI. The amount was subsequently reduced to $110,000 by verbal agreement between the parties. The Company paid the $110,000 in June 2018. Timothy Armes, CEO of the Company, agreed to return 60,000,000 shares of the Company's common stock in exchange for 120 shares of the Company's Series D preferred stock at the time of execution of a definitive agreement. The parties agreed to enter into mutually agreeable definitive agreement for the closing of the transaction within 120 days of the execution of this Binding LOI. On October 12, 2018, the parties agreed to extend the term by 30 days from 120 days to 150 days. On November 8, 2018, the Company entered into a Stock Purchase Agreement with The 4 Less Corp and closed the transaction on November 29, 2018. See disclosure at Note 9 - Subsequent Events.

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Nature of Business and Significant Accounting Policies (Details) - USD ($)	Oct. 31, 2018	Jan. 31, 2018	Jan. 31, 2017
Liabilities [Abstract]
Derivative Liabilities - embedded redemption feature	$ 5,162,556
Totals	5,162,556	$ 760,788
Quoted Prices in Active Markets For Identical Assets (Level 1) [Member]
Liabilities [Abstract]
Derivative Liabilities - embedded redemption feature
Totals
Significant Other Observable Inputs (Level 2) [Member]
Liabilities [Abstract]
Derivative Liabilities - embedded redemption feature
Totals
Significant Unobservable Inputs (Level 3) [Member]
Liabilities [Abstract]
Derivative Liabilities - embedded redemption feature	5,162,556		$ 760,788
Totals	$ 5,162,556

XML

Short-Term Debt (Details) - USD ($)		9 Months Ended
		Oct. 31, 2018	Oct. 31, 2017	Jan. 31, 2018
Outstanding principal		$ 1,500,554		$ 1,057,051
Debt Discount		$ (145,947)		(46,788)
Nov 4, 2013 [Member]
Maturity date		Nov. 04, 2013
Interest rate		12.00%
Conversion price		$ 0.075
Outstanding principal		$ 100,000		100,000
Jan 31, 2014 [Member]
Maturity date		Jan. 31, 2014
Interest rate		12.00%
Conversion price		$ 0.10
Outstanding principal		$ 16,000		16,000
Jan 31, 2014 [Member]
Maturity date		Jan. 31, 2014
Interest rate		12.00%
Conversion price		$ 0.10
Outstanding principal				45,000
April 24, 2020 [Member]
Maturity date		Apr. 24, 2020
Interest rate		15.00%
Conversion price	[1]
Outstanding principal		$ 69,730
July 31, 2013 [Member]
Maturity date		Jul. 31, 2013
Interest rate		12.00%
Conversion price		$ 0.06
Outstanding principal		$ 5,000		5,000
Nov 30, 2014 [Member]
Maturity date		Nov. 30, 2014
Interest rate		12.00%
Conversion price
Outstanding principal				18,000
April 30, 2013 [Member]
Maturity date		Apr. 30, 2013
Interest rate		12.00%
Conversion price
Outstanding principal		$ 25,000		25,000
Jan 31, 2014 [Member]
Maturity date		Jan. 31, 2014
Interest rate		12.00%
Conversion price		$ 0.10
Outstanding principal		$ 30,000		30,000
Dec 24, 2015 [Member]
Maturity date		Dec. 24, 2015
Interest rate		8.00%
Conversion price	[2]
Outstanding principal		$ 5,000		5,000
Sep 10, 2017 [Member]
Maturity date		Sep. 10, 2017
Interest rate		8.00%
Conversion price	[3]
Outstanding principal		$ 27,608		27,361
Sep 10, 2017 [Member]
Maturity date		Sep. 10, 2017
Interest rate		8.00%
Conversion price	[4]
Outstanding principal		$ 23,863		23,863
Sep 10, 2017 [Member]
Maturity date		Sep. 10, 2017
Interest rate		8.00%
Conversion price	[4]
Outstanding principal		$ 5,205		12,355
Sep 10, 2017 [Member]
Maturity date		Sep. 10, 2017
Interest rate		8.00%
Conversion price	[3]
Outstanding principal		$ 26,697		26,697
Sep 10, 2017 [Member]
Maturity date		Sep. 10, 2017
Interest rate		8.00%
Conversion price	[3]
Outstanding principal		$ 38,677		38,677
Dec 4, 2017 [Member]
Maturity date		Dec. 04, 2017
Interest rate		8.00%
Conversion price	[5]
Outstanding principal		$ 25,000		25,000
Feb 3, 2017 [Member]
Maturity date		Feb. 03, 2017
Interest rate		8.00%
Conversion price	[5]
Outstanding principal		$ 25,000		25,000
Mar 3, 2017 [Member]
Maturity date		Jul. 08, 2015
Interest rate		8.00%
Conversion price	[6]
Outstanding principal		$ 30,000		30,000
Mar 24, 2017 [Member]
Maturity date		Mar. 24, 2017
Interest rate		8.00%
Conversion price	[6]
Outstanding principal		$ 25,000		25,000
Jan 2014 to Jan 2018 [Member]
Interest rate		12.00%
Outstanding principal				454,650
Jan 2014 to Jan 2018 [Member] | Minimum [Member]
Maturity date		Jan. 31, 2014
Conversion price		$ 0.07
Jan 2014 to Jan 2018 [Member] | Maximum [Member]
Maturity date		Jan. 31, 2018
Conversion price		$ 0.10
April 24, 2020 [Member]
Maturity date		Apr. 24, 2020
Interest rate		15.00%
Conversion price	[1]
Outstanding principal		$ 738,896
July 8, 2015 [Member]
Maturity date		Jul. 08, 2015
Interest rate		8.00%
Conversion price	[2]
Outstanding principal		$ 5,500		5,500
May 5, 2015 [Member]
Maturity date			May 05, 2015
Interest rate		8.00%
Conversion price	[1]
Outstanding principal		$ 4,500		4,500
May 14, 2015 [Member]
Maturity date			May 14, 2015
Interest rate		8.00%
Conversion price	[2]
Outstanding principal		$ 23,297		23,297
May 19, 2015 [Member]
Maturity date		May 19, 2015
Interest rate		8.00%
Conversion price	[2]
Outstanding principal				7,703
June 12, 2015 [Member]
Maturity date		Jun. 12, 2015
Interest rate		8.00%
Conversion price	[2]
Outstanding principal				26,500
April 24, 2020 [Member]
Maturity date		Apr. 24, 2020
Interest rate		15.00%
Conversion price	[1]
Outstanding principal		$ 34,203
July 19, 2016 [Member]
Maturity date		Jul. 19, 2016
Interest rate		8.00%
Conversion price	[2]
Outstanding principal		$ 5,000		5,000
Mar 3, 2017 [Member]
Maturity date		Mar. 03, 2017
Interest rate		8.00%
Conversion price	[6]
Outstanding principal		$ 30,000		21,500
Feb 3, 2017 [Member]
Maturity date		Feb. 03, 2017
Interest rate		8.00%
Conversion price	[5]
Outstanding principal		$ 25,000		7,161
Dec 27, 2018 [Member]
Maturity date		Dec. 27, 2018
Interest rate		15.00%
Conversion price	[7]
Outstanding principal		$ 64,250		51,750
Jan 5, 2019 [Member]
Maturity date		Jan. 05, 2019
Interest rate		15.00%
Conversion price	[7]
Outstanding principal		$ 18,325		18,325
Mar 23, 2019 [Member]
Maturity date		Mar. 23, 2019
Interest rate		15.00%
Conversion price	[1]
Outstanding principal		$ 10,000
June 20, 2019 [Member]
Maturity date		Jun. 20, 2019
Interest rate		15.00%
Conversion price	[1]
Outstanding principal		$ 25,000
June 6, 2019 [Member]
Maturity date		Jun. 06, 2019
Interest rate		12.00%
Conversion price	[8]
Outstanding principal		$ 82,500
February 20, 2019 [Member]
Maturity date		Feb. 20, 2019
Interest rate		15.00%
Conversion price	[9]
Outstanding principal		$ 55,000
October 23, 2019 [Member]
Maturity date		Oct. 23, 2019
Interest rate		8.00%
Conversion price	[6]
Outstanding principal		$ 47,250

[1] 50% of the lowest trading price for the twenty trading days prior to conversion day.

[2] 52% of the lowest trading price for the fifteen trading days prior to conversion day.

[3] 50% of the lowest trading price for the fifteen trading days prior to conversion day.

[4] 50% of the lowest trading price for the twenty-five trading days prior to conversion day.

[5] 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.001.

[6] 50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.005.

[7] 50% of the lowest trading price for the forty trading days prior to conversion day, but not higher than $0.000075.

[8] 52% of the lowest trading price for the twenty trading days prior to conversion day. Upon default, the conversion price change to 35% of the lowest trading price for the twenty trading days prior to conversion day.

[9] 60% of the lowest trading price for the twenty trading days prior to conversion day. Upon default, the outstanding balance shall increase to 150% of the outstanding balance and a penalty of $1,000 per day shall accrue until the default is remedied.

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Stockholders' Deficit (Details) - Warrants [Member] - USD ($)	9 Months Ended	12 Months Ended
	Oct. 31, 2018	Jan. 31, 2018
Number of outstanding
Beginning balance	37,500,000	37,500,000
Granted
Ending balance	37,500,000	37,500,000
Weighted Average Exercise Price
Beginning balance	$ 0.01	$ 0.01
Granted
Ending balance	$ 0.01	$ 0.01
Weighted Average Remaining Contractual Term (Years)
Weighted average remaining contractual term (years) outstanding and exercisable	2 years 18 days	2 years 9 months 14 days
Aggregate intrinsic outstanding and exercisable

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Commitments and Contingencies (Details)	9 Months Ended
	Oct. 31, 2018
Commitments and Contingencies (Textual)
Litigation description	There is pending litigation initiated by the Company around the validity of a $100,000 note which the Company signed based upon representations of funding from the maker which were never received. The Company initiated litigation to dispute the note and the 1,692 shares that have been issued. There was no consideration for the issuance of the shares and the shares have been accounted for as if they were returned and cancelled although they have not been returned.

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Related Party Transactions

9 Months Ended

Oct. 31, 2018

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 7 – RELATED PARTY TRANSACTIONS

As of October 31, 2018 and January 31, 2018, the Company had $402,960 and $292,415, respectively, of related party accrued expenses related to accrued compensation for employees and consultants.

The Company maintained its executive offices of approximately 300 sq. ft., at 758 E. Bethel School Road, Coppell, Texas 75019 in the home of the President and CEO for which it pays no rent. The Company and the CEO moved the office to 6515 Goodman Rd., #258, Olive Branch, Mississippi 38654 in July 2018. The Company plans to lease office space when operations require it and funding permits.

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Nature of Business and Significant Accounting Policies (Tables)

9 Months Ended

Oct. 31, 2018

Accounting Policies [Abstract]

Schedule of fair value on a recurring basis

	October 31, 2018		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Derivative Liabilities – embedded redemption feature	$	5,162,556	$	—	$	—	$	5,162,556
Totals	$	5,162,556	$	—	$	—	$	5,162,556

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Related Party Transactions (Details) - USD ($)	9 Months Ended
	Oct. 31, 2018	Jan. 31, 2018
Related Party Transactions (Textual)
Accrued expenses related party	$ 402,960	$ 292,415
Related party, description	The Company maintained its executive offices of approximately 300 sq. ft., at 758 E. Bethel School Road, Coppell, Texas 75019 in the home of the President and CEO for which it pays no rent. The Company and the CEO moved the office to 6515 Goodman Rd., #258, Olive Branch, Mississippi 38654 in July 2018. The Company plans to lease office space when operations require it and funding permits.

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Commitments and Contingencies

9 Months Ended

Oct. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 8 – COMMITMENTS AND CONTINGENCIES

There is pending litigation initiated by the Company around the validity of a $100,000 note which the Company signed based upon representations of funding from the maker which was never received. The Company initiated litigation to dispute the note and the 10,151,540 shares that have been issued. There was no consideration for the issuance of the shares and the shares have been accounted for as if they were returned and cancelled although they have not been returned.

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Short-Term Debt (Tables)

9 Months Ended

Oct. 31, 2018

Debt Disclosure [Abstract]

convertible debt

			Outstanding Principal at
Maturity Date	Interest Rate	Conversion Price	October 31, 2018			January 31, 2018
Nov 4, 2013	12%	$0.075	$	100,000		$	100,000
Jan 31, 2014	12%	$0.10		16,000			16,000
Jan 31, 2014	12%	$0.10		—			45,000
April 24, 2020	15%	(3)		69,730			—
July 31, 2013	12%	$0.06		5,000			5,000
Nov 30, 2014	12%	Not convertible		—			18,000
April 30, 2013	12%	Not convertible		25,000			25,000
Jan 31, 2014	12%	$0.10		30,000			30,000
Dec 24, 2015	8%	(1)		5,000			5,000
Sep 10, 2017	8%	(2)		27,608			27,361
Sep 10, 2017	8%	(2)		23,863			23,863
Sep 10, 2017	8%	(2)		5,205			12,355
Sep 10, 2017	8%	(2)		26,697			26,697
Sep 10, 2017	8%	(2)		38,677			38,677
Dec 4, 2017	8%	(7)		25,000			25,000
Feb 3, 2017	8%	(7)		25,000			25,000
Mar 3, 2017	8%	(8)		30,000			30,000
Mar 24, 2017	8%	(8)		25,000			25,000
Jan 2014 to Jan 2018	12%	$0.07 to $0.10		—			454,650
April 24, 2020	15%	(3)		738,896			—
July 8, 2015	8%	(1)		5,500			5,500
May 5, 2015	8%	(3)		4,500			4,500
May 14, 2015	8%	(1)		23,297			23,297
May 19, 2015	8%	(1)		—			7,703
June 12, 2015	8%	(1)		—			26,500
April 24, 2020	15%	(3)		34,203			—
July 19, 2016	8%	(1)		5,000			5,000
Mar 3, 2017	8%	(8)		30,000			21,500
Feb 3, 2017	8%	(7)		25,000			7,161
Dec 27, 2018	15%	(4)		64,250			51,750
Jan 5, 2019	15%	(4)		18,325			18,325
Mar 23, 2019	15%	(3)		10,000			—
June 20, 2019	15%	(3)		25,000			—
June 6, 2019	12%	(5)		82,500			—
February 20, 2019	15%	(6)		55,000			—
October 23, 2019	8%	(8)		47,250			—
Debt Discount				(145,947	)		(46,788	)
Total			$	1,500,554		$	1,057,051

_________

(1)	52% of the lowest trading price for the fifteen trading days prior to conversion day.
(2)	50% of the lowest trading price for the fifteen trading days prior to conversion day.
(3)	50% of the lowest trading price for the twenty trading days prior to conversion day.
(4)	50% of the lowest trading price for the forty trading days prior to conversion day, but not higher than $0.000075.
(5)	52% of the lowest trading price for the twenty trading days prior to conversion day. Upon default, the conversion price change to 35% of the lowest trading price for the twenty trading days prior to conversion day.
(6)	60% of the lowest trading price for the twenty trading days prior to conversion day. Upon default, the outstanding balance shall increase to 150% of the outstanding balance and a penalty of $1,000 per day shall accrue until the default is remedied.
(7)	50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.001.
(8)	50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.005.

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Short-Term Debt

9 Months Ended

Oct. 31, 2018

Debt Disclosure [Abstract]

SHORT-TERM DEBT

NOTE 4 – SHORT-TERM DEBT

The components of the Company's debt as of October 31, 2018 and January 31, 2018 were as follows:

			Outstanding Principal at
Maturity Date	Interest Rate	Conversion Price	October 31, 2018			January 31, 2018
Nov 4, 2013	12%	$0.075	$	100,000		$	100,000
Jan 31, 2014	12%	$0.10		16,000			16,000
Jan 31, 2014	12%	$0.10		—			45,000
April 24, 2020	15%	(3)		69,730			—
July 31, 2013	12%	$0.06		5,000			5,000
Nov 30, 2014	12%	Not convertible		—			18,000
April 30, 2013	12%	Not convertible		25,000			25,000
Jan 31, 2014	12%	$0.10		30,000			30,000
Dec 24, 2015	8%	(1)		5,000			5,000
Sep 10, 2017	8%	(2)		27,608			27,361
Sep 10, 2017	8%	(2)		23,863			23,863
Sep 10, 2017	8%	(2)		5,205			12,355
Sep 10, 2017	8%	(2)		26,697			26,697
Sep 10, 2017	8%	(2)		38,677			38,677
Dec 4, 2017	8%	(7)		25,000			25,000
Feb 3, 2017	8%	(7)		25,000			25,000
Mar 3, 2017	8%	(8)		30,000			30,000
Mar 24, 2017	8%	(8)		25,000			25,000
Jan 2014 to Jan 2018	12%	$0.07 to $0.10		—			454,650
April 24, 2020	15%	(3)		738,896			—
July 8, 2015	8%	(1)		5,500			5,500
May 5, 2015	8%	(3)		4,500			4,500
May 14, 2015	8%	(1)		23,297			23,297
May 19, 2015	8%	(1)		—			7,703
June 12, 2015	8%	(1)		—			26,500
April 24, 2020	15%	(3)		34,203			—
July 19, 2016	8%	(1)		5,000			5,000
Mar 3, 2017	8%	(8)		30,000			21,500
Feb 3, 2017	8%	(7)		25,000			7,161
Dec 27, 2018	15%	(4)		64,250			51,750
Jan 5, 2019	15%	(4)		18,325			18,325
Mar 23, 2019	15%	(3)		10,000			—
June 20, 2019	15%	(3)		25,000			—
June 6, 2019	12%	(5)		82,500			—
February 20, 2019	15%	(6)		55,000			—
October 23, 2019	8%	(8)		47,250			—
Debt Discount				(145,947	)		(46,788	)
Total			$	1,500,554		$	1,057,051

_________

(1)	52% of the lowest trading price for the fifteen trading days prior to conversion day.
(2)	50% of the lowest trading price for the fifteen trading days prior to conversion day.
(3)	50% of the lowest trading price for the twenty trading days prior to conversion day.
(4)	50% of the lowest trading price for the forty trading days prior to conversion day, but not higher than $0.000075.
(5)	52% of the lowest trading price for the twenty trading days prior to conversion day. Upon default, the conversion price change to 35% of the lowest trading price for the twenty trading days prior to conversion day.
(6)	60% of the lowest trading price for the twenty trading days prior to conversion day. Upon default, the outstanding balance shall increase to 150% of the outstanding balance and a penalty of $1,000 per day shall accrue until the default is remedied.
(7)	50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.001.
(8)	50% of the lowest trading price for the fifteen trading days prior to conversion day, but not higher than $0.005.

The Company analyzed the conversion option for derivative accounting consideration under ASC 815-15 "Derivatives and Hedging" and determined that some instruments should be classified as liabilities due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The instruments are measured at fair value at the end of each reporting period or termination of the instrument with the change in fair value recorded to earnings. The fair value of the embedded conversion option resulted in a discount to the note on the debt inception date. For the nine months ended October 31, 2018 and 2017, the Company recorded amortization expense of $153,902 and $44,270, respectively.

As of October 31, 2018, the Company had $521,847 of aggregate debt in default. The agreements provide legal remedies for satisfaction of defaults, none of the lenders to this point have pursued their legal remedies. The Company continues to accrue interest at the listed rates, and plans to seek their conversion or payoff within the next twelve months.

On April 25, 2018, the Company entered into replacement notes with 4 existing note holders. The new notes combined the principle amounts of each of their existing notes along with each note's accrued interest, extended the maturity dates to April 24, 2020 with an interest rate per annum of 15%. The total principal and accrued interest replaced were $538,353 and $308,976, respectively. As the conversion option is bifurcated and accounted for at fair value both before and after the exchange, the debt instrument without the conversion option is evaluated under the guidance in ASC 470-50 modifications and extinguishments for nonconvertible debt using the 10% cash flow test. The bifurcated conversion option is accounted for at fair value both before and after the modification with any changes in the fair value of the conversion option reflected in earnings. Upon the replacement of the convertible notes, the Company recognized the fair value of the new embedded conversion feature of $1,917,387 as a derivative liability, resulting in a loss on change in fair value of the derivative liabilities of $1,841,053.

Issuance of convertible notes

On October 22, 2018, the Company issued a convertible note with principal of $47,250 and net proceed of $45,000. The note bears interest at 8% per annum and matures in one year from the issuance date.  The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion, but not higher than $0.005.  See Note 9 – Subsequent Events for disclosure of convertible notes issued after October 31, 2018.

Cancellation of convertible notes

On February 1, 2018, the Company entered into a loan cancellation agreement with Optimum MCGI Holdings LLC. An aggregate total amount of $36,837 was cancelled and released, and the Company recorded a gain on debt extinguishment.

XML

Document and Entity Information - shares	9 Months Ended
	Oct. 31, 2018	Nov. 07, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	4Less Group, Inc.
Entity Central Index Key	0001438901
Amendment Flag	true
Amendment Description	The4Less Group, Inc. (the "Company") is filing this Amendment No. 1 (this "Amendment No. 1") to its Quarterly Report on Form 10-Q for the quarter ended October 31, 2018, which was originally filed on December 26, 2018 (the "Original Filing") for the sole purpose of furnishing Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this Amendment No. 1 provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).   Other than the addition of Exhibit 101, no other changes have been made to the Original Filing.   This Amendment No. 1 does not reflect events that may have occurred subsequent to the filing date of the Original Filing and does not modify or update in any way disclosures made in the Form 10-Q for the quarter ended October 31, 2018.
Current Fiscal Year End Date	--01-31
Document Type	10-Q/A
Document Period End Date	Oct. 31, 2018
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Interactive Data Current	Yes
Entity Incorporation State Country Code	NV
Entity File Number	333-152444
Entity Small Business	true
Entity Common Stock, Shares Outstanding		324,345,734

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Oct. 31, 2018	Oct. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (5,026,292)	$ (322,816)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization of Debt Discount	153,902	44,270
Loss (Gain) on Change in Fair Value of Derivative Liabilities	4,033,673	(66,469)
Additional Interest Expense from Derivative Liabilities	159,898
Gain on Extinguishment of Debt	(36,837)
Loss on Conversion of Notes Payable	288,152
Change in Operating Assets and Liabilities:
Accounts Payable	28,593	9,558
Accrued Expenses	(6,161)	53,451
Accrued Expenses – Related Party	110,545	196,795
Deferred Revenue	(9,678)	85,456
Accrued Interest Payable	179,520	(1,337)
CASH FLOWS USED IN OPERATING ACTIVITIES	(124,685)	(1,092)
CASH FLOWS FROM INVESTING ACTIVITIES
Deposit Paid for Planned Merger	(110,000)
CASH FLOWS USED IN INVESTING ACTIVITIES	(110,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Notes Payable, net	239,089
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	239,089
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	4,404	(1,092)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	2,830	1,156
CASH AND CASH EQUIVALENTS AT END OF PERIOD	7,234	64
Supplemental Disclosures of Cash Flow Information:
Cash Paid for Interest
Cash Paid for Income Taxes
Non-Cash Financing Items:
Issuance of Convertible Debt to Replace Existing Debt and Accrued Interest	847,369
Issuance of Common Shares for Debt and Accrued Interest Conversion	$ 34,322

XML

Stockholders' Deficit (Details Textual) - USD ($)					1 Months Ended		9 Months Ended
	Oct. 09, 2018	Jun. 13, 2018	Jun. 08, 2018	Jun. 06, 2018	Oct. 22, 2018	Jul. 30, 2018	Oct. 31, 2018	Jan. 31, 2018	Dec. 31, 2017
Stockholders' Deficit (Textual)
Preferred stock, shares authorized							19,642,880	19,642,880
Preferred stock, par value							$ 0.001	$ 0.001
Preferred stock, shares issued							0	0
Preferred stock, shares outstanding							0	0
Common stock, par value							$ 0.001	$ 0.001
Common stock, shares issued							1,064,651,043	1,064,651,043
Common stock, shares outstanding							840,478,527	840,478,527
Common stock, shares authorized							4,000,000,000	4,000,000,000
Conversion of notes payable	$ 1,650			$ 2,200	$ 1,540	$ 1,760
Accrued Interest to common tock	$ 994			$ 1,145	$ 941	$ 978
Conversion of common stock	52,885,151			66,897,096	49,622,751	54,767,518
Conversion feature percentage, description	Conversion price at 50% of the lowest market price during.			Conversion feature at 50% of the market price per share.	conversion price at 50% of the lowest market price during.	Conversion feature at 50% of the market price per share.
Series A Preferred Stock [Member]
Stockholders' Deficit (Textual)
Preferred stock, shares issued							330,000	330,000
Preferred stock, shares outstanding							330,000	330,000	330,000
Preferred stock voting rights, description		The Company, after having obtained requisite shareholder approval, filed amendments to its Certificate of Designation with the Secretary of State of Nevada, decreased the designated Series A Preferred Stock to 330,000 shares from 500,000 shares and modified certain rights and preferences. Pursuant to the amendment, any issued and outstanding shares of Series A Convertible Preferred Stock shall automatically convert at $0.152 per share on December 31, 2018.					The Series B Preferred Stock has voting rights equal to 51% of the total voting rights at any time.
Series B Preferred Stock [Member]
Stockholders' Deficit (Textual)
Preferred stock, shares issued							1,000	1,000
Preferred stock, shares outstanding							1,000	1,000	1,000
Preferred stock voting rights, description			The Company, after having obtained requisite shareholder approval, filed amendments to its Certificate of Designation with the Secretary of State of Nevada, increased the designated Series B Preferred Stock to 20,000 shares from 1,000 shares and modified certain rights and preferences. Pursuant to the amendment, the Series B Preferred Stock has voting rights equal to 66.7% of the total voting rights at any time.
Series C Preferred Stock [Member]
Stockholders' Deficit (Textual)
Preferred stock, shares issued							0	0
Preferred stock, shares outstanding							0	0
Preferred stock voting rights, description			The Company, after having obtained requisite shareholder approval, filed amendments to its Certificate of Designation with the Secretary of State of Nevada, to modify certain rights and preferences of Series C Preferred Stock. Pursuant to the amendment, 7,250 shares were designated as Series C Convertible Preferred Stock. Any issued and outstanding shares of Series C Convertible Preferred Stock shall automatically convert at $2.63 per share on December 31, 2021.				The common stock by 2.63 on conversion date.
Series D Preferred Stock [Member]
Stockholders' Deficit (Textual)
Preferred stock, shares authorized			870
Preferred stock, par value			$ 0.001
Preferred stock voting rights, description			The shares of Series D do not have any dividend rights, voting rights or pre-emptive rights and are redeemable by either the Company or the holder at an amount of $1,000 per share.

XML

Nature of Business and Significant Accounting Policies (Details Textual) - USD ($)	Oct. 31, 2018	Jan. 31, 2018	Dec. 31, 2017
Nature of Business and Significant Accounting Policies (Textual)
Preferred stock shares outstanding	0	0
Convertible notes	$ 521,847
Series B Preferred Stock [Member]
Nature of Business and Significant Accounting Policies (Textual)
Preferred stock shares outstanding	1,000	1,000	1,000
Series B Preferred Stock [Member] | Warrant [Member]
Nature of Business and Significant Accounting Policies (Textual)
Warrants to purchase common shares	37,500,000		37,500,000
Series A Preferred Stock [Member]
Nature of Business and Significant Accounting Policies (Textual)
Preferred stock shares outstanding	330,000	330,000	330,000

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Short-Term Debt (Details Textual) - USD ($)		1 Months Ended		9 Months Ended
	Feb. 02, 2018	Oct. 22, 2018	Apr. 25, 2018	Oct. 31, 2018	Oct. 31, 2017
Short-Term Debt (Textual)
Converted Debt				$ 521,847
Convertible debt, description			The Company entered into replacement notes with 4 existing note holders. The new notes combined the principle amounts of each of their existing notes along with each note’s accrued interest, extended the maturity dates to April 24, 2020 with an interest rate per annum of 15%. The total principal and accrued interest replaced were $538,353 and $308,976, respectively. As the conversion option is bifurcated and accounted for at fair value both before and after the exchange, the debt instrument without the conversion option is evaluated under the guidance in ASC 470-50 modifications and extinguishments for nonconvertible debt using the 10% cash flow test. The bifurcated conversion option is accounted for at fair value both before and after the modification with any changes in the fair value of the conversion option reflected in earnings. Upon the replacement of the convertible notes, the Company recognized the fair value of the new embedded conversion feature of $1,917,387 as a derivative liability, resulting in a loss on change in fair value of the derivative liabilities of $1,841,053.
Issuance of convertible notes, description		The Company issued a convertible note with principal of $47,250 and net proceed of $45,000. The note bears interest at 8% per annum and matures in one year from the issuance date. The note can be converted at a price equal to 50% of the lowest bid price of common stock reported on the National Quotations Bureau OTC Markets for the 15 days prior to the conversion, but not higher than $0.005. See Note 9 – Subsequent Events for disclosure of convertible notes issued after October 31, 2018.
Debt interest expense					$ 75,599
Amortization of debt discount				$ 153,902	$ 44,270
Gain on debt extinguishment	$ 36,837