STWC (STWC) 10-Q/A 25 Jun 15 2016 Q1 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	3 Months Ended
	Apr. 30, 2015	Jul. 31, 2014
Document and Entity Information:
Entity Registrant Name	Strainwise, Inc.
Document Type	10-Q
Document Period End Date	Apr. 30, 2015
Trading Symbol	stwc
Amendment Flag	true
Amendment Description	Amendment 1
Entity Central Index Key	1,400,683
Current Fiscal Year End Date	--01-31
Entity Common Stock, Shares Outstanding		26,948,884
Entity Public Float		$ 0
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1

CONDENSED BALANCE SHEETS (Unaud

CONDENSED BALANCE SHEETS (Unaudited for April 30, 2015) - USD ($)	Apr. 30, 2015		Jan. 31, 2015
Current assets:
Cash and cash equivalents	$ 507,310		$ 674,495
Due from affiliated entities	0	[1]	0	[2]
Prepaid expenses and other assets - current	2,855		9,512
Total current assets	510,165		684,007
Commercial operating property	649,333	[3]	654,359	[4]
Tenant improvements and office equipment	1,573,889	[5]	1,647,710	[6]
Prepaid expenses and other assets - noncurrent	396,187		346,187
Trademark	10,034	[7]	10,217	[8]
Total assets	3,139,608		3,342,480
Current liabilities:
Accounts payable	98,943		156,416
Accrued interest	26,712
Current portion of tenant allowance note and mortgage payable	370,864		338,489
Total current liabilities	496,519		494,905
Convertible notes payable	1,800,000		550,000
Note payable for tenant allowances	1,036,960		1,099,690
Mortgage payable	308,129		356,830
Deferred rent and interest payable discount	587,692		416,573
Total liabilities	$ 4,229,300		$ 2,917,998
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Additional paid in capital	$ 2,509,325		$ 2,509,325
Retained (deficit)	(3,599,017)		(2,084,843)
Total stockholders' equity	(1,089,692)		424,482
Total liabilities and stockholders' (deficit) equity	$ 3,139,608		$ 3,342,480
[1]	Net of collection allowance reserve of $3,319,182.
[2]	Net of collection allowance reserve of $2,375,533.
[3]	Net of accumulated depreciation of $10,667.
[4]	Net of accumulated depreciation of $5,641.
[5]	Net of accumulated amortization and depreciation of $170,395.
[6]	Net of accumulated amortization and depreciation of $96,574.
[7]	Net of accumulated amortization of $976.
[8]	Net of accumulated amortization of $793.

Statement of Financial Position

Statement of Financial Position - Parenthetical - $ / shares	Apr. 30, 2015	Jan. 31, 2015
Statement of Financial Position
Common Stock, Par Value	$ 0	$ 0
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares Issued	27,147,217	27,147,217
Common Stock, Shares Outstanding	27,147,217	27,147,217

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Apr. 30, 2015	Apr. 30, 2014
Revenues from affiliated entities
Cultivation facilities usage fees	$ 1,223,386	$ 107,167
Fulfillment services fees	270,000	240,000
Sale of nutrient supplies	205,912	189,042
Total revenues from affiliated entities	1,699,298	536,209
Consulting services	2,000
Total revenues	1,701,298	536,209
Operating costs and expenses
Collection reserve for amounts due from Affiliated Entities	943,649
Rents and other occupancy	1,156,406	78,046
Compensation	327,540	241,711
Nutrient purchases	158,394	99,496
Professional, legal and consulting	302,142	26,323
Depreciation and amortization	79,031	22,860
General and administrative	68,085	34,187
Total operating costs and expenses	3,035,247	502,623
Loss from operations	(1,333,949)	33,586
Other costs and expenses
Interest expense	(180,225)	(39,718)
Loss before provision for taxes on income	(1,514,174)	(6,132)
Net Loss	$ (1,514,174)	$ (6,132)
Basic loss per common share	$ (0.06)	$ 0
Weighted average number of shares outstanding	27,147,217	20,430,000
Fully diluted weighted average number of shares outstanding	29,617,483	20,930,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)		3 Months Ended
		Apr. 30, 2015	Apr. 30, 2014
Cash flows from operating activities:
Net Loss		$ (1,514,174)	$ (6,132)
Adjustments to reconcile net loss to net cash used in operating activities:
Increase (decrease) in amounts due to/from Affiliated Entities		(943,648)	121,118
Increase in collection allowance reserve for amounts due from Affiliated Entities		943,648
Increase in accrued interest payable		26,712
Increase in prepaid expenses and other assets		(43,343)	(393,248)
Depreciation and amortization (increase/decrease)		78,848	22,860
Increase (decrease) in accounts payable		(57,473)
Increase in deferred rent and interest discount		171,119	(11,723)
Decrease in trademark		183	183
Net cash flow used in operating activities		(1,338,128)	(266,942)
Cash flows from investing activities:
Investment in tenant improvements and office equipment			(235,579)
Net cash flow used in investing activities			(235,579)
Cash flows from financing activities:
Proceeds from convertible notes		1,250,000
Payments on tenant allowances note and mortgage		(79,057)
Proceeds from convertible note	[1]	0	895,000
Payments on convertible note			(75,000)
Net cash flows from financing activities		1,170,943	820,000
Net cash flows		(167,185)	317,479
Cash and equivalent, beginning of period		674,495	100
Cash and equivalent, end of period		507,310	317,579
Supplemental cash flow disclosures:
Cash paid for interest		$ 153,513	$ 26,587
[1]	Including discount of $45,000.

Note 1 - Organization and Summa

Note 1 - Organization and Summary of Significant Accounting Policies	3 Months Ended
	Apr. 30, 2015
Notes
Note 1 - Organization and Summary of Significant Accounting Policies:	Note 1 – Organization and summary of significant accounting policies: Following is a summary of our organization and significant accounting policies: Organization and nature of business - The Company provides sophisticated Fulfillment Services to (i) the two cultivation facilities and nine retail stores ( five of which sell both recreational and medical marijuana to the public, three of which only sells medical marijuana to the public, and one of which only sells recreational marijuana to the public) owned by an officer and director of the Company (“Affiliated Entities”) and (ii) makes such services available to independent retail stores and cultivation facilities in the regulated cannabis industry throughout the United States. The Fulfillment Services that we currently provide are summarized, as follows: Branding, Marketing and Administrative Consulting Services: Customers may contract with us to use the Strainwise name, logo and affinity images in their retail store locations. A monthly fee permits our branding customer to use the Strainwise brand at one specific location. In addition, we will assist operators in marketing and managing their businesses, setting up new retail locations and general business planning and execution at an hourly rate. This includes services to establish an efficient, predictable production process, as well as, nutrient recipes for consistent and appealing marijuana strains. Accounting and Financial Services: For a monthly fee, we provide our customers with a fully implemented general ledger system, with an industry centric chart of accounts, which enables management to readily monitor and manage all facets of a marijuana medical dispensary, retail store and cultivation facility. We provide bookkeeping, accounts payable processing, cash management, general ledger processing, financial statement preparation, state and municipal sales tax filings, and state and federal income tax compilation and filings on behalf of the Company and the Affiliated Entities on an ongoing basis. Compliance Services: The rules, regulations and state laws governing the production, distribution and retail sale of marijuana can be complex, and may prove cumbersome with which to comply. Thus, customers may contract with us to implement a compliance process, based upon the number and type of licenses and permits for their specific business. We provide this service on both an hourly rate and stipulated monthly fee. Nutrient Supplier: The Company presently is a bulk purchaser of nutrients and other cultivation supplies for the sole purpose of growing marijuana. As a result, we are able to make bulk purchases with price breaks, based upon volume. We serve as a sole source nutrient purchasing agent and distributor with pricing based upon our bulk purchasing power. Lending: We will provide loans to individuals and businesses in the cannabis industry. However, Colorado State law does not allow entities operating under a cannabis license to pledge the assets or the license of the cannabis operation for any type of general borrowing activity. Thus, our lending will be on an unsecured basis, with reliance on a personal guarantee of the borrower. Lease of Cultivation Facilities and Equipment: We lease cultivation equipment and facilities on a turn-key basis to customers in the cannabis industry. We will also enter into a sale-lease-back agreement with our customers for grow lights, tenant improvements and other cultivation equipment. We do not directly grow marijuana plants, produce marijuana infused products, sell marijuana plants and or sell marijuana infused products of any nature. Share exchange - As part of the Share Exchange, Strainwise Colorado paid $134,700 of our liabilities and purchased 1,038,000 shares of our common stock for $120,300 from two of our shareholders. The 1,038,000 shares were returned to treasury and cancelled. We also agreed to sell our rights to a motion picture, together with all related domestic and international distribution agreements, and all pre-production and other rights to the film, to a former officer and director in consideration for the assumption by one of our shareholders of all of our liabilities (net of the $134,700 paid by Strainwise Colorado) which were outstanding immediately prior to the closing of the transaction. On September 12, 2014 we acquired the remaining outstanding shares of Strainwise Colorado in exchange for the issuance of 2,517,000 shares of our common stock. The resulting business combination has been accounted for as a reverse acquisition and recapitalization, using accounting principles applicable to reverse acquisitions whereby the financial statements are presented as a continuation of the Company. Under reverse acquisition accounting, Strainwise Colorado is treated as the accounting parent (acquirer) and we (parent) are treated as the accounting Subsidiary (acquiree). Basis of presentation - Use of estimates - Cash and cash equivalents - The balance of cash and cash equivalents at April 30, 2015 includes $500,000 of proceeds received on May 1, 2015 from a convertible note. Since the obligation was considered to have been legally incurred as of April 30, 2015, the $500,000 was deemed to have been received as of April 30, 2015 and was recognized for financial statement reporting purposes as cash and cash equivalents at that date. Prepaid expenses and other assets - The amount of prepaid expenses and other assets as of April 30 and January 31, 2015 is $399,042 and $355,699, respectively. April 30, 2015 January 31, 2015 Prepaid insurance $ 2,855 $ 9,512 Prepaid expenses and other assets - current $ 2,855 $ 9,512 Noncurrent prepaid expenses and other assets are comprised of the following: April 30, 2015 January 31, 2015 Prepaid rent $ 83,308 $ 83,308 Security deposits 312,879 262,879 Prepaid expenses and other assets - noncurrent $ 396,187 $ 346,187 Fair value of financial instruments and derivative financial instruments The FASB Codification clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of our foreign exchange, commodity price or interest rate market risks. All assets and liabilities are based upon Level 1 inputs. Commercial Operating Property - Tenant improvements and office equipment - Tenant improvements and office equipment, net of accumulated amortization and depreciation are comprised of the following: April 30, 2015 January 31, 2015 Tenant improvements: Upgrades of HVAC systems $ 659,586 $ 659.586 Upgrades of electrical generators and power equipment 468,589 468.589 Structural improvements 468,400 468.400 Fire suppression, alarms and surveillance systems 59,258 59,258 Office equipment: Computer equipment 41,200 41,200 Office furniture and fixtures 22,251 22,251 Machinery 25,000 25,000 1,744,284 1,744,284 Accumulated amortization and depreciation (170,395) (96,574) Tenant improvements and office equipment $ 1,573,889 $ 1,647,710 Tenant improvements are amortized over the term of the lease, and office equipment is depreciated over its useful lives, which has been deemed by management to be three years. Amortization and depreciation expense for the three months and twelve months ended April 30 and January 31, 2015 was $73,821 and $173,972, respectively. Income taxes - Long-Lived Assets - Trademarks - Gross Carrying Amount Accumulated Amortization Net Trademarks $ 11,010 $ 976 $ 10,034 Deferred Rent - Revenue Recognition Branding, Marketing and Administrative Services Revenue: Under the terms of a ten year master service agreement, we allow an affiliated entity to use the Strainwise brand for both retail and marketing purposes at one location, plus we provide administrative services to assist the employees of the affiliated entity to operate the business of that related location, Also, under a long term master service agreement, we provide administrative and management services to assist employees of affiliated entities to operate their cultivation facilities. We charge the affiliated entity a monthly fee of approximately $4,500 a month for the branding, marketing and administrative services and $4,500 to $20,000 for cultivation facility rent. Since we (i) are the primary obligor, (ii) determine the price, (iii) perform the service, (iv) have the credit risk, and (v) since there are no additional milestone that need to be met other than actually providing the services, in accordance with ASC 605-45-45, the revenue is recognized on monthly basis in accordance with the terms of the applicable master service agreement. Accounting and Financial Services Revenue: Under the terms of a ten year master service agreement, we have agreed to provide our affiliated entities with a fully implemented general ledger system, coupled with an industry centric chart of accounts, which enables management to readily monitor and manage all accounting and financial facets of a marijuana medical dispensary, retail store and/or cultivation facility. Under the terms of the ten year master service agreement we have also agreed to provide bookkeeping, accounts payable processing, cash management, general ledger processing, financial statement preparation, state and municipal sales tax filings, and state and federal income tax compilation and filings. Under the terms of the 10 year master service agreement, we provide the above described accounting and financial services for a monthly fee of $3,000.Since we (i) are the primary obligor, (ii) determine the price, (iii) perform the service, (iv) have the credit risk, and (v) since there are no additional milestone that need to be met other than actually providing the above described service, in accordance with ASC 605-45-45, the revenue is recognized on monthly basis in accordance with the terms of the applicable master service agreement. Compliance Services Revenue: Under the terms of a ten year master service agreement, we provide the affiliated entities with a compliance process that includes the preparation and filing of state, city and municipal applications and renewals of licenses in accordance with the rules, regulations and state laws governing the production, distribution and retail sale of marijuana. We provide this service to our affiliate entities under the terms of the ten year master service agreement for a monthly fee of $2,500 per month. Since we (i) are the primary obligor, (ii) determine the price, (iii) perform the service, (iv) have the credit risk, and (v) since there are no additional milestone that need to be met other than actually providing the above described service, in accordance with ASC 60545-45, the revenue is recognized on monthly basis in accordance with the terms of the applicable master service agreement. Nutrient Sales: Under the terms of a ten year master service agreement, we serve as a sole source nutrient purchasing agent and distributor for our affiliated entities, with pricing based upon our bulk purchasing power. We charge the affiliated entities for nutrients supplied to them at the cost of the nutrients, plus a premium that approximates the amount of bulk purchase discount we receive from our nutrient suppliers. Since we (i) are the primary obligor, (ii) determine the price, (iii) perform the service, (iv) have the credit risk, and (v) since there are no additional milestone that need to be met other than actually buying and delivering the above nutrients to the affiliated entity, in accordance with ASC 605-45-45, the revenue is recognized in the month in which the nutrient is actually delivered to the related entity. Cultivation Facilities Revenue: Under the terms of a ten year master service agreement, we lease cultivation facilities and equipment for a period equal to the term of the underlying lease with an independent, third party lessor in an amount equal to the sum of (i) the monthly lease payment, (ii) plus the cost of reimbursed operating expenses paid to the lessor each month, (iii) plus the amount of monthly amortization of tenant improvements, and (iv) plus a premium of forty percent. Since we (i) are the primary obligor, (ii) determine the price, (iii) perform the service, (iv) have the credit risk, and (v) since there are no additional milestone that need to be met other than actually leasing the facilities and equipment to the respective affiliated entity, in accordance with ASC 605-45-45, the revenue is recognized in the month in which the lease payments are made by us to the respective independent, third party lessor. Sublease of Cultivation Facility. Comprehensive Income (Loss) - Net income per share of common stock Earnings per Share

Note 2 - Going Concern

Note 2 - Going Concern	3 Months Ended
	Apr. 30, 2015
Notes
Note 2 - Going Concern:	Note 2 – Going concern: The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. We have incurred net losses of $3,599,017 since inception and have not achieved profitable operations, raising substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our achieving a sustainable level of profitability. The Company intends to continue financing its future development activities and its working capital needs largely from the private sale of our securities, with additional funding from other traditional financing sources, including convertible term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3 - Related Party Transact

Note 3 - Related Party Transactions and Collection Reserve For Amounts Due From Affiliated Entities	3 Months Ended
	Apr. 30, 2015
Notes
Note 3 - Related Party Transactions and Collection Reserve For Amounts Due From Affiliated Entities:	Note 3 – Related Party Transactions and Collection Reserve for Amounts Due from Affiliated Entities: Substantially all of our revenues to date have been derived from long term contracts with the Affiliated Entities that are majority owned by our Chief Executive Officer, who is also the husband of our majority owner and President. Note that all terms and contracts between the Company and the Affiliated Entities are determined by related parties and these terms can change at any time. Related party revenue was $1,699,298 and $5,765,481, respectively, for the three months ended April 30, 2015. As of April 30 and January 31, 2015, we had accounts receivable from affiliated entities of $3,319,182 and $2,375,533, respectively. The Company made an investment in cultivation facilities that we sublease to our Affiliated Entities. The cultivation facilities presently produce more product than can be sold by the medical and recreational dispensaries and stores operated by the Affiliated Entities. As a result, the Affiliated Entities have costs in excess of revenue, a negative production variance, that are estimated to continue until the Affiliated Entities are able to add several new dispensaries or retail stores that fully utilize the production capacity. Although the Affiliated Entities have been able to pay us approximately $4,145,254 of the amounts billed to them through April 30, 2015, including the payment of $755,649 during the three months ended April 30, 2015, there is no assurance that they will be able to generate enough positive cash flow to repay the full amount they presently owe to us. Thus, a reserve in the amount of $3,319,182 and $2,375,533 at April 30 and January 31, 2015, respectively, has been recorded to recognize the uncertainty of collecting the full amount presently owed to us from the Affiliated Entities.

Note 4 - Operating Leases

Note 4 - Operating Leases	3 Months Ended
	Apr. 30, 2015
Notes
Note 4 - Operating Leases:	Note 4 – Operating Leases: The Company entered into a lease agreement with an affiliate for our corporate office needs. The lease is for a 31 month period, commenced in January 2014 for 6,176 square feet at an annual rate of $64,848 for the first twelve months, $67,936 for the subsequent 12 months, and $41,431 for the subsequent 7 months paid monthly, through January 31, 2016. This lease to the Company is on the same terms and conditions as is the direct lease between the affiliate and the independent lessor. Consequently, we believe that the lease terms to the Company are comparable to lease terms we would receive directly from third party lessors in our market, because the related party terms mirror the terms of the direct lease between the independent, third party lessor and the affiliated entity. We entered into a lease agreement on March 7, 2014 to lease from an independent third party a cultivation facility of approximately 26,700 square feet (“Custer Lease”) for a term of five years commencing on April 1, 2014. Lease payments are scheduled to be $29,200 per month for the first twelve months of the lease, and then are scheduled to be $27,500 per month for the subsequent 12 months, $28,325 per month for the subsequent 12 months, $29,170 per month for the subsequent 12 months and $30,035 per month for the final 12 months of the lease. Under the terms of the Custer Lease, we are obligated to reimburse the lessor for operating expenses applicable to the leased property, and we are obligated to pay a security deposit of $29,200 which was due and paid upon the execution of the Custer Lease. We have the option to renew the Custer Lease at the end of the term of the lease at a mutually agreed upon rate per square foot; there is no option to purchase the property underlying the Custer Lease. We account for this lease as an operating lease rather than as a capital lease, because the lease does not transfer ownership to us at the end of the lease, there is no bargain purchase price for the cultivation facility as a component of the lease, the terms of the lease are less than 75% of the economic life of the cultivation facility, and the current present value of the minimum lease payments is less than 90% of the fair market value of the asset. We sublease this cultivation facility to We entered into a lease agreement on April 1, 2014 to lease from an independent third party a cultivation facility of approximately 65,000 square feet (“51st Ave Lease”) for a term of five years and nine months. The terms of the 51st Ave Lease stipulates the payment of $15,000 per month, prorated if necessary, until such time that the Lessor is able to deliver a Certificate of Occupancy, which occurred on August 1, 2014. Thereafter, lease payments are scheduled to be $176,456 per month for the first six months of the lease, and then are scheduled to be $221,833 per month for the subsequent 24 months, $231,917 per month for the subsequent 12 months, $242,000 per month for the subsequent 12 months and $247,041 per month for the final 12 months of the lease. Under the terms of the 51st Ave Lease, we are obligated to reimburse the lessor for operating expenses applicable to the leased property and we are obligated to pay a security deposit in the total amount $150,000, two thirds of which has been paid, with the remaining $50,000 due by December 1, 2014. We have the option to renew the 51st Ave Lease at the end of the term of the lease at a mutually agreed upon rate per square foot; there is no option to purchase the property underlying the 51st Avenue Lease. The Lessor will provide all of the tenant improvements that will enable the continuous cultivation of marijuana plants.. We account for this lease as an operating lease rather than as a capital lease, because the lease does not transfer ownership to us at the end of the lease, there is no bargain purchase price for the cultivation facility as a component of the lease, the terms of the lease are less than 75% of the economic life of the cultivation facility, and the current present value of the minimum lease payments is less than 90% of the fair market value of the asset. We sublease this cultivation facility to an affiliated entity under the terms of a Master Service Agreement for a term of five years and nine months in an amount equal to the sum of (i) the monthly lease payment, (ii) plus the cost of reimbursed operating expenses paid to the lessor each month, and (iii) plus the amount of monthly amortization of tenant improvements, and (iv) a premium of forty percent. Revenue from the sublease of the 51st Avenue cultivation facility is recognized on a monthly basis as the user is charged for the amount of the sublease We entered into a lease agreement on April 22, 2014 to lease from an independent third party a cultivation facility of approximately 38,000 square feet (“Nome Lease”) for a term of seven years. We entered into a modification of the Nome lease on December 1, 2014, wherein the lease was modified to extend the lease term through April 30, 2025; and, the lease payments were modified to be $88,616 per month for the five months ending April 30 2015, and then are scheduled to be $90,207, $91,799, $93,390, $94,981, $73,578, $75,169, $76,761, 78,352, and then $79,943 per month for the final 12 months of the lease. As more fully described in Note 8 herein, the modification of the lease included the cancellation of the $750,000 note payable to the lessor for the financing of tenant improvements, and the extension of an additional $800,000 to be used by us for future tenant improvements. The amount of tenant improvement financing provided by the lessor is to be amortized over the extended term of the modified lease as a component of the monthly lease payments. Under the terms of the Nome Lease, we are obligated to reimburse the lessor for operating expenses applicable to the leased property, and we are obligated to pay a security deposit of $133,679 one half of which was due and paid upon the execution of the Nome Lease, the final half was due and payable 30 days after the commencement date. We are responsible to provide all of the tenant improvements that will enable the continuous cultivation of marijuana plants. We account for this lease as an operating lease rather than as a capital lease, because the lease does not transfer ownership to us at the end of the lease, there is no bargain purchase price for the cultivation facility as a component of the lease, the terms of the lease are less than 75% of the economic life of the cultivation facility, and the current present value of the minimum lease payments is less than 90% of the fair market value of the asset. We sublease this cultivation facility to an affiliated entity under the terms of a Master Service Agreement for a term of seven years in an amount equal to the sum of (i) the monthly lease payment, (ii) plus the cost of reimbursed operating expenses paid to the lessor each month, (iii) plus the amount of monthly amortization of tenant improvements, and (iv) a premium of forty percent. Revenue from the sublease of the Nome cultivation facility is recognized on a monthly basis as the user is charged for the amount of the sublease. We entered into a lease agreement on September 11, 2014 to lease a cultivation facility of approximately 20,000 square feet (“Bryant St. Lease”) for a term of ten years. During the first 12 months of the lease, lease payments are scheduled to be $23,984 for the first four months and 24,531 for the next eight months, and then are scheduled to be $24,647, $25,140, $31,221, $31,845, $32,483, $33,132, $33,794, $34,470, and $35,160 for the second through the tenth year of the lease, respectively. We are not required to provide any security deposits or first and last month’s rental amounts. We have an option to purchase the building for $2,400,000 at any time during the first 36 months of the lease, provided that we deliver a purchase option notice to the Lessor prior to the end of the 33rd month of the lease. We are responsible to provide all of the tenant improvements that will enable the continuous cultivation of marijuana plants under approximately 370 grow lights. We account for this lease as an operating lease rather than as a capital lease, because the lease does not transfer ownership to us at the end of the lease, there is no bargain purchase price for the cultivation facility as a component of the lease, the terms of the lease are less than 75% of the economic life of the cultivation facility, and the current present value of the minimum lease payments is less than 90% of the fair market value of the asset. We lease this cultivation facility to an affiliated entity under the terms of a Master Services Agreement on a long term basis in an amount equal to the sum of (i) the monthly lease payment, (ii) plus the cost of reimbursed operating expenses paid to the lessor each month, (iii) plus the amount of monthly amortization of tenant improvements, and (iv) a premium of forty percent. Revenue from the sublease of the Bryant Street cultivation facility is recognized on a monthly basis as the user is charged for the amount of the sublease. Future minimum payments for these leases are: For the twelve Months Ending April 30, 2016 2017 2018 2019 2020 Thereafter $ 4,390,800 $ 4,545,200 $ 4,736,000 $ 4,290,200 $ 1,270,100 $ 5,561,600

Note 5 - Issuance of Shares

Note 5 - Issuance of Shares	3 Months Ended
	Apr. 30, 2015
Notes
Note 5 - Issuance of Shares:	Note 5 – Issuance of Shares: Between March and August 2014, by means of a private offering of our common stock at $1 per share, we sold 2,224,700 shares of our common stock. Coupled with the 293,000 common shares issued in connection with the conversion of the convertible note described in Note 7 herein, the Share Exchange described in Note 1 herein, and the 198,333 shares issued as stock-based compensation described in Note 8 herein, the total number of shares of common stock issued and outstanding at April 30, 2015 was 27,147,217 shares.

Note 6 - Income Taxes

Note 6 - Income Taxes	3 Months Ended
	Apr. 30, 2015
Notes
Note 6 - Income Taxes:	Note 6 – Income Taxes: The Company uses the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the accounting bases and the tax bases of the Company’s assets and liabilities. The deferred tax assets and liabilities are computed using enacted tax rates in effect for the year in which the temporary differences are expected to reverse. The Company adopted the provisions of ASC 740, “Income Taxes” on July1, 2007. FASB ASC 740 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized upon the adoption of FASB ASC 740 and in subsequent periods. The components of the income tax provision are as follows: 02/01/2015 to 04/30/2015 02/01/2014 to 04/30/2014 02/01/2014 to 01/31/2015 Income tax expense (benefit) Current: Federal $ (579,936) $ 13,205 $ (794,474) State (70,106) (3,536) (96,812) Deferred income tax expense benefit (650,042) 9,670 (891,286) Valuation allowance 650,042 (9,670) 891,682 Provision for taxes on income $ - $ - $ - We have a net operating loss carryforward for financial statement reporting purposes of $2,090,075 from the year ended January 31, 2015.

Note 7 - Notes Payable

Note 7 - Notes Payable	3 Months Ended
	Apr. 30, 2015
Notes
Note 7 - Notes Payable:	Note 7 – Notes Payable: Notes payable consisted of the following: April 30, 2015 January 31, 2015 Current Long Term Total Current Long Term Total Convertible notes $ - $ 1,800,000 $ 1,800,000 $ - $ 550,000 $ - Mortgage 180,249 308,129 488,378 170,955 356,830 527,785 Tenant improvement loan 190,615 1,036,960 1,227,575 167,534 1,099,690 1,267,224 $ 370,864 $ 3,145,089 $ 3,515,953 $ 338,489 $ 2,006,520 $ 2,345,009 On March 20, 2014, the Company issued a convertible note in the amount of $850,000 (the “Note”) to an individual. This Note was subsequently amended, and the unpaid principal balance was converted into common stock, as more fully described below. The Note had an interest rate of 25%, payable monthly, and was scheduled to mature on September 21, 2014. The outstanding principal balance of the Note, plus any accrued but unpaid interest on the Note, was convertible at any time on or before the maturity date at $1 per common share. The Note was personally guaranteed by our majority shareholder and by an officer and director of the Company. On July 16, 2014, the terms of the Note were amended (“Amendment”) wherein the holder of the Note elected to convert $200,000 of the principal of the Note into 293,000 of our common shares of stock at a price of $.6825 per share. As a component of the Amendment, we in turn elected to prepay the remaining principal balance of the Note, after the scheduled payment of the principal and accrued interest due the holder on July 24, 2014, and to pay a prepayment penalty of $11,250. The difference of $93,000 in the premium of the per-share price of $0.6825 per share per the Amendment and the $1 per share per the Note, plus the amount of the prepayment penalty was charged to the loss on the early extinguishment of debt and interest expense, respectively. On January 31, 2015, the Company issued a three convertible notes totaling up to $2,500,000, of which $1,800,000 had been received by the Company at April 30, 2015. The convertible notes are being funded by the noteholders in varying amounts from approximately $250,000 to $550,000 per month. The convertible notes are unsecured, have an interest rate of 25%, with the interest is payable monthly. The principal amount of the convertible notes are due twenty-four months from the date of the funding. At any time prior to the due date of the convertible notes, the unpaid principal amount of the convertible note, plus any accrued but unpaid interest, may be converted into common stock of the Company at a per-share price of $1 per share. The convertible loans are personally guaranteed by Shawn Phillips, an officer of the Company and affiliate, and Erin Phillips, the majority shareholder of the Company. Subsequent to April 30, 2015, the Company has received proceeds of $200,000 from additional fundings of the convertible notes. On July 26, 2014 the Company entered into a mortgage payable for the purpose of purchasing a commercial operating property that contains a cultivation facility and retail store, which we lease to one of our affiliated entities. The amount of the mortgage is $595,000, has a three year term, and has no stated rate of interest. In accordance with ASC 835-30, we imputed an interest rate for the mortgage payable of 21.36%. The mortgage is payable in varying amounts from $11,000 to $36,000 per month, which includes interest at stated amount of $6,000 per month, with a balloon payment of $126,000 due in the thirty-sixth month of the term. We account for the mortgage on a straight line basis with an imputed monthly payment of principal and interests in the amount of $22,301 per month. The difference between the imputed monthly payment amount and actual payment amounts is recorded as an increase or decrease to deferred interest expense, at the time a monthly payment is made. On December 31, 2015, we entered into a modification of the Nome operating lease agreement (“Nome Lease”) which included financing for certain tenant improvements. The Nome Lease stipulates that the Company retains ownership of the tenant improvements, so accordingly, the Company recorded a long-lived asset and a corresponding liability for the amount of tenant improvement financing. The tenant improvement financing is being amortized over a 60 month period, at an imputed annual interest rate of 29%. Monthly payments on the tenant financing is included as a component of the monthly lease payment. The lease is guaranteed by Shawn Phillips, an officer and affiliate of the Company. The amount of principal and interest payments on the notes for the five year period ending April 30, 2020 are, as follows: April 30, 2016 2017 2018 2019 2020 Convertible notes – interest only $ 493,200 $ 369,900 $ - $ - $ - Convertible notes – principal - 1,800,000 - - - Mortgage 232,000 232,000 184,000 - - Tenant improvement loan 528,700 528,700 528,700 528,700 - $ 1,235,900 $ 2,930,600 $ 712,700 $ 528,700 $ -

Note 8 - Stock-Based Compensati

Note 8 - Stock-Based Compensation	3 Months Ended
	Apr. 30, 2015
Notes
Note 8 - Stock-Based Compensation	Note 8 – Stock-Based Compensation The Company issued 198,333 shares of common stock as compensation to employees during the year ended January 31, 2015, and recognized $198,333 of expense. The shares were fully vested upon issuance and were valued at $1.00 per share, the value on the grant date of January 31, 2015.

Note 9 - New Accounting Pronoun

Note 9 - New Accounting Pronouncements	3 Months Ended
	Apr. 30, 2015
Notes
Note 9 - New Accounting Pronouncements:	Note 9 – New accounting Pronouncements: The Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. The Company has reviewed the recently issued pronouncements and concluded that there are no new accounting standards are applicable to the Company. The Company elected to adopt ASU 2014-10, Development Stage Entities: Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

Note 10 - Contingencies

Note 10 - Contingencies	3 Months Ended
	Apr. 30, 2015
Notes
Note 10 - Contingencies	Note 10 – Contingencies In April 2015, the Company advised the lessor of one of our operating leases that we had elected to abandon the lease and would not be occupying the premises. The leased premises were originally intended to be subleased to the Affiliated Entities for use as a cultivation facility. We elected to abandon the lease, because of our belief that the lessor was not acting in good faith, and had breached major terms of the lease agreement. The lessor filed a lawsuit against the Company seeking possession of the leased premises and alleging breach of the lease; but, the lessor has not quantified the amount of any claimed damages resulting from the alleged breach of the lease agreement. The Company stipulated to the lessor’s demand for possession of the leased property, but we are vigorously defending the remaining claims in this action. At this time, we cannot estimate the amount of damages, if any, and accordingly, we have not recorded any corresponding liability.

Note 11 - Subsequent Events

Note 11 - Subsequent Events	3 Months Ended
	Apr. 30, 2015
Notes
Note 11 - Subsequent Events:	Note 11 – Subsequent Events: Subsequent to April 30, 2015 the Company received proceeds in the amount of $200,000 from additional fundings of the series of convertible notes described in Note 7 herein. On May 12, 2015, a reduction in work force was made at one of the cultivation facilities operated by our Affiliated Entities. The reduction was made in order to help decrease the negative production volume variance being caused by the underutilization of the respective cultivation facility. At present, the affected cultivation facility has been granted only one medical marijuana license, which license does not allow for the production of sufficient product to operate the facility at a profit.

Note 1 - Organization and Sum17

Note 1 - Organization and Summary of Significant Accounting Policies: Nature of Operations (Policies)	3 Months Ended
	Apr. 30, 2015
Policies
Nature of Operations	Organization and nature of business - The Company provides sophisticated Fulfillment Services to (i) the two cultivation facilities and nine retail stores ( five of which sell both recreational and medical marijuana to the public, three of which only sells medical marijuana to the public, and one of which only sells recreational marijuana to the public) owned by an officer and director of the Company (“Affiliated Entities”) and (ii) makes such services available to independent retail stores and cultivation facilities in the regulated cannabis industry throughout the United States. The Fulfillment Services that we currently provide are summarized, as follows: Branding, Marketing and Administrative Consulting Services: Customers may contract with us to use the Strainwise name, logo and affinity images in their retail store locations. A monthly fee permits our branding customer to use the Strainwise brand at one specific location. In addition, we will assist operators in marketing and managing their businesses, setting up new retail locations and general business planning and execution at an hourly rate. This includes services to establish an efficient, predictable production process, as well as, nutrient recipes for consistent and appealing marijuana strains. Accounting and Financial Services: For a monthly fee, we provide our customers with a fully implemented general ledger system, with an industry centric chart of accounts, which enables management to readily monitor and manage all facets of a marijuana medical dispensary, retail store and cultivation facility. We provide bookkeeping, accounts payable processing, cash management, general ledger processing, financial statement preparation, state and municipal sales tax filings, and state and federal income tax compilation and filings on behalf of the Company and the Affiliated Entities on an ongoing basis. Compliance Services: The rules, regulations and state laws governing the production, distribution and retail sale of marijuana can be complex, and may prove cumbersome with which to comply. Thus, customers may contract with us to implement a compliance process, based upon the number and type of licenses and permits for their specific business. We provide this service on both an hourly rate and stipulated monthly fee. Nutrient Supplier: The Company presently is a bulk purchaser of nutrients and other cultivation supplies for the sole purpose of growing marijuana. As a result, we are able to make bulk purchases with price breaks, based upon volume. We serve as a sole source nutrient purchasing agent and distributor with pricing based upon our bulk purchasing power. Lending: We will provide loans to individuals and businesses in the cannabis industry. However, Colorado State law does not allow entities operating under a cannabis license to pledge the assets or the license of the cannabis operation for any type of general borrowing activity. Thus, our lending will be on an unsecured basis, with reliance on a personal guarantee of the borrower. Lease of Cultivation Facilities and Equipment: We lease cultivation equipment and facilities on a turn-key basis to customers in the cannabis industry. We will also enter into a sale-lease-back agreement with our customers for grow lights, tenant improvements and other cultivation equipment. We do not directly grow marijuana plants, produce marijuana infused products, sell marijuana plants and or sell marijuana infused products of any nature.

Note 1 - Organization and Sum18

Note 1 - Organization and Summary of Significant Accounting Policies: Business Combinations and Other Purchase of Business Transactions, Policy (Policies)	3 Months Ended
	Apr. 30, 2015
Policies
Business Combinations and Other Purchase of Business Transactions, Policy	Share exchange - As part of the Share Exchange, Strainwise Colorado paid $134,700 of our liabilities and purchased 1,038,000 shares of our common stock for $120,300 from two of our shareholders. The 1,038,000 shares were returned to treasury and cancelled. We also agreed to sell our rights to a motion picture, together with all related domestic and international distribution agreements, and all pre-production and other rights to the film, to a former officer and director in consideration for the assumption by one of our shareholders of all of our liabilities (net of the $134,700 paid by Strainwise Colorado) which were outstanding immediately prior to the closing of the transaction. On September 12, 2014 we acquired the remaining outstanding shares of Strainwise Colorado in exchange for the issuance of 2,517,000 shares of our common stock. The resulting business combination has been accounted for as a reverse acquisition and recapitalization, using accounting principles applicable to reverse acquisitions whereby the financial statements are presented as a continuation of the Company. Under reverse acquisition accounting, Strainwise Colorado is treated as the accounting parent (acquirer) and we (parent) are treated as the accounting Subsidiary (acquiree).

Note 1 - Organization and Sum19

Note 1 - Organization and Summary of Significant Accounting Policies: Basis of Accounting, Policy (Policies)	3 Months Ended
	Apr. 30, 2015
Policies
Basis of Accounting, Policy	Basis of presentation -

Note 1 - Organization and Sum20

Note 1 - Organization and Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies)	3 Months Ended
	Apr. 30, 2015
Policies
Use of Estimates, Policy	Use of estimates -

Note 1 - Organization and Sum21

Note 1 - Organization and Summary of Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies)	3 Months Ended
	Apr. 30, 2015
Policies
Cash and Cash Equivalents, Policy	Cash and cash equivalents - The balance of cash and cash equivalents at April 30, 2015 includes $500,000 of proceeds received on May 1, 2015 from a convertible note. Since the obligation was considered to have been legally incurred as of April 30, 2015, the $500,000 was deemed to have been received as of April 30, 2015 and was recognized for financial statement reporting purposes as cash and cash equivalents at that date.

Note 1 - Organization and Sum22

Note 1 - Organization and Summary of Significant Accounting Policies: Prepaid Expenses and Other Assets (Policies)	3 Months Ended
	Apr. 30, 2015
Policies
Prepaid Expenses and Other Assets	Prepaid expenses and other assets - The amount of prepaid expenses and other assets as of April 30 and January 31, 2015 is $399,042 and $355,699, respectively. April 30, 2015 January 31, 2015 Prepaid insurance $ 2,855 $ 9,512 Prepaid expenses and other assets - current $ 2,855 $ 9,512 Noncurrent prepaid expenses and other assets are comprised of the following: April 30, 2015 January 31, 2015 Prepaid rent $ 83,308 $ 83,308 Security deposits 312,879 262,879 Prepaid expenses and other assets - noncurrent $ 396,187 $ 346,187

Note 1 - Organization and Sum23

Note 1 - Organization and Summary of Significant Accounting Policies: Fair Value of Financial Instruments, Policy (Policies)	3 Months Ended
	Apr. 30, 2015
Policies
Fair Value of Financial Instruments, Policy	Fair value of financial instruments and derivative financial instruments The FASB Codification clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of our foreign exchange, commodity price or interest rate market risks. All assets and liabilities are based upon Level 1 inputs.

Note 1 - Organization and Sum24

Note 1 - Organization and Summary of Significant Accounting Policies: Lease, Policy (Policies)	3 Months Ended
	Apr. 30, 2015
Policies
Lease, Policy	Commercial Operating Property -

Note 1 - Organization and Sum25

Note 1 - Organization and Summary of Significant Accounting Policies: Property, Plant and Equipment, Policy (Policies)	3 Months Ended
	Apr. 30, 2015
Policies
Property, Plant and Equipment, Policy	Tenant improvements and office equipment - Tenant improvements and office equipment, net of accumulated amortization and depreciation are comprised of the following: April 30, 2015 January 31, 2015 Tenant improvements: Upgrades of HVAC systems $ 659,586 $ 659.586 Upgrades of electrical generators and power equipment 468,589 468.589 Structural improvements 468,400 468.400 Fire suppression, alarms and surveillance systems 59,258 59,258 Office equipment: Computer equipment 41,200 41,200 Office furniture and fixtures 22,251 22,251 Machinery 25,000 25,000 1,744,284 1,744,284 Accumulated amortization and depreciation (170,395) (96,574) Tenant improvements and office equipment $ 1,573,889 $ 1,647,710 Tenant improvements are amortized over the term of the lease, and office equipment is depreciated over its useful lives, which has been deemed by management to be three years. Amortization and depreciation expense for the three months and twelve months ended April 30 and January 31, 2015 was $73,821 and $173,972, respectively.

Note 1 - Organization and Sum26

Note 1 - Organization and Summary of Significant Accounting Policies: Income Tax, Policy (Policies)	3 Months Ended
	Apr. 30, 2015
Policies
Income Tax, Policy	Income taxes -

Note 1 - Organization and Sum27

Note 1 - Organization and Summary of Significant Accounting Policies: Impairment or Disposal of Long-Lived Assets, Policy (Policies)	3 Months Ended
	Apr. 30, 2015
Policies
Impairment or Disposal of Long-Lived Assets, Policy	Long-Lived Assets -

Note 1 - Organization and Sum28

Note 1 - Organization and Summary of Significant Accounting Policies: Deferred Rent (Policies)	3 Months Ended
	Apr. 30, 2015
Policies
Deferred Rent	Deferred Rent -

Note 1 - Organization and Sum29

Note 1 - Organization and Summary of Significant Accounting Policies: Revenue Recognition (Policies)	3 Months Ended
	Apr. 30, 2015
Policies
Revenue Recognition	Revenue Recognition Branding, Marketing and Administrative Services Revenue: Under the terms of a ten year master service agreement, we allow an affiliated entity to use the Strainwise brand for both retail and marketing purposes at one location, plus we provide administrative services to assist the employees of the affiliated entity to operate the business of that related location, Also, under a long term master service agreement, we provide administrative and management services to assist employees of affiliated entities to operate their cultivation facilities. We charge the affiliated entity a monthly fee of approximately $4,500 a month for the branding, marketing and administrative services and $4,500 to $20,000 for cultivation facility rent. Since we (i) are the primary obligor, (ii) determine the price, (iii) perform the service, (iv) have the credit risk, and (v) since there are no additional milestone that need to be met other than actually providing the services, in accordance with ASC 605-45-45, the revenue is recognized on monthly basis in accordance with the terms of the applicable master service agreement. Accounting and Financial Services Revenue: Under the terms of a ten year master service agreement, we have agreed to provide our affiliated entities with a fully implemented general ledger system, coupled with an industry centric chart of accounts, which enables management to readily monitor and manage all accounting and financial facets of a marijuana medical dispensary, retail store and/or cultivation facility. Under the terms of the ten year master service agreement we have also agreed to provide bookkeeping, accounts payable processing, cash management, general ledger processing, financial statement preparation, state and municipal sales tax filings, and state and federal income tax compilation and filings. Under the terms of the 10 year master service agreement, we provide the above described accounting and financial services for a monthly fee of $3,000.Since we (i) are the primary obligor, (ii) determine the price, (iii) perform the service, (iv) have the credit risk, and (v) since there are no additional milestone that need to be met other than actually providing the above described service, in accordance with ASC 605-45-45, the revenue is recognized on monthly basis in accordance with the terms of the applicable master service agreement. Compliance Services Revenue: Under the terms of a ten year master service agreement, we provide the affiliated entities with a compliance process that includes the preparation and filing of state, city and municipal applications and renewals of licenses in accordance with the rules, regulations and state laws governing the production, distribution and retail sale of marijuana. We provide this service to our affiliate entities under the terms of the ten year master service agreement for a monthly fee of $2,500 per month. Since we (i) are the primary obligor, (ii) determine the price, (iii) perform the service, (iv) have the credit risk, and (v) since there are no additional milestone that need to be met other than actually providing the above described service, in accordance with ASC 60545-45, the revenue is recognized on monthly basis in accordance with the terms of the applicable master service agreement. Nutrient Sales: Under the terms of a ten year master service agreement, we serve as a sole source nutrient purchasing agent and distributor for our affiliated entities, with pricing based upon our bulk purchasing power. We charge the affiliated entities for nutrients supplied to them at the cost of the nutrients, plus a premium that approximates the amount of bulk purchase discount we receive from our nutrient suppliers. Since we (i) are the primary obligor, (ii) determine the price, (iii) perform the service, (iv) have the credit risk, and (v) since there are no additional milestone that need to be met other than actually buying and delivering the above nutrients to the affiliated entity, in accordance with ASC 605-45-45, the revenue is recognized in the month in which the nutrient is actually delivered to the related entity. Cultivation Facilities Revenue: Under the terms of a ten year master service agreement, we lease cultivation facilities and equipment for a period equal to the term of the underlying lease with an independent, third party lessor in an amount equal to the sum of (i) the monthly lease payment, (ii) plus the cost of reimbursed operating expenses paid to the lessor each month, (iii) plus the amount of monthly amortization of tenant improvements, and (iv) plus a premium of forty percent. Since we (i) are the primary obligor, (ii) determine the price, (iii) perform the service, (iv) have the credit risk, and (v) since there are no additional milestone that need to be met other than actually leasing the facilities and equipment to the respective affiliated entity, in accordance with ASC 605-45-45, the revenue is recognized in the month in which the lease payments are made by us to the respective independent, third party lessor. Sublease of Cultivation Facility.

Note 1 - Organization and Sum30

Note 1 - Organization and Summary of Significant Accounting Policies: Comprehensive Income, Policy (Policies)	3 Months Ended
	Apr. 30, 2015
Policies
Comprehensive Income, Policy	Comprehensive Income (Loss) -

Note 1 - Organization and Sum31

Note 1 - Organization and Summary of Significant Accounting Policies: Earnings Per Share, Policy (Policies)	3 Months Ended
	Apr. 30, 2015
Policies
Earnings Per Share, Policy	Net income per share of common stock Earnings per Share

Note 1 - Organization and Sum32

Note 1 - Organization and Summary of Significant Accounting Policies: Prepaid Expenses and Other Assets: Other Current Liabilities (Tables)	3 Months Ended
	Apr. 30, 2015
Tables/Schedules
Other Current Liabilities	April 30, 2015 January 31, 2015 Prepaid insurance $ 2,855 $ 9,512 Prepaid expenses and other assets - current $ 2,855 $ 9,512

Note 1 - Organization and Sum33

Note 1 - Organization and Summary of Significant Accounting Policies: Prepaid Expenses and Other Assets: Other Noncurrent Liabilities (Tables)	3 Months Ended
	Apr. 30, 2015
Tables/Schedules
Other Noncurrent Liabilities	April 30, 2015 January 31, 2015 Prepaid rent $ 83,308 $ 83,308 Security deposits 312,879 262,879 Prepaid expenses and other assets - noncurrent $ 396,187 $ 346,187

Note 1 - Organization and Sum34

Note 1 - Organization and Summary of Significant Accounting Policies: Property, Plant and Equipment, Policy: Property, Plant and Equipment (Tables)	3 Months Ended
	Apr. 30, 2015
Tables/Schedules
Property, Plant and Equipment	April 30, 2015 January 31, 2015 Tenant improvements: Upgrades of HVAC systems $ 659,586 $ 659.586 Upgrades of electrical generators and power equipment 468,589 468.589 Structural improvements 468,400 468.400 Fire suppression, alarms and surveillance systems 59,258 59,258 Office equipment: Computer equipment 41,200 41,200 Office furniture and fixtures 22,251 22,251 Machinery 25,000 25,000 1,744,284 1,744,284 Accumulated amortization and depreciation (170,395) (96,574) Tenant improvements and office equipment $ 1,573,889 $ 1,647,710

Note 1 - Organization and Sum35

Note 1 - Organization and Summary of Significant Accounting Policies: Schedule of Intangible Assets and Goodwill (Tables)	3 Months Ended
	Apr. 30, 2015
Tables/Schedules
Schedule of Intangible Assets and Goodwill	Gross Carrying Amount Accumulated Amortization Net Trademarks $ 11,010 $ 976 $ 10,034

Note 4 - Operating Leases_ Sche

Note 4 - Operating Leases: Schedule of Future Minimum Lease Payments for Capital Leases (Tables)	3 Months Ended
	Apr. 30, 2015
Tables/Schedules
Schedule of Future Minimum Lease Payments for Capital Leases	For the twelve Months Ending April 30, 2016 2017 2018 2019 2020 Thereafter $ 4,390,800 $ 4,545,200 $ 4,736,000 $ 4,290,200 $ 1,270,100 $ 5,561,600

Note 6 - Income Taxes_ Schedule

Note 6 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables)	3 Months Ended
	Apr. 30, 2015
Tables/Schedules
Schedule of Components of Income Tax Expense (Benefit)	02/01/2015 to 04/30/2015 02/01/2014 to 04/30/2014 02/01/2014 to 01/31/2015 Income tax expense (benefit) Current: Federal $ (579,936) $ 13,205 $ (794,474) State (70,106) (3,536) (96,812) Deferred income tax expense benefit (650,042) 9,670 (891,286) Valuation allowance 650,042 (9,670) 891,682 Provision for taxes on income $ - $ - $ -

Note 7 - Notes Payable_ Schedul

Note 7 - Notes Payable: Schedule of Debt (Tables)	3 Months Ended
	Apr. 30, 2015
Tables/Schedules
Schedule of Debt	April 30, 2015 January 31, 2015 Current Long Term Total Current Long Term Total Convertible notes $ - $ 1,800,000 $ 1,800,000 $ - $ 550,000 $ - Mortgage 180,249 308,129 488,378 170,955 356,830 527,785 Tenant improvement loan 190,615 1,036,960 1,227,575 167,534 1,099,690 1,267,224 $ 370,864 $ 3,145,089 $ 3,515,953 $ 338,489 $ 2,006,520 $ 2,345,009

Note 7 - Notes Payable_ Sched39

Note 7 - Notes Payable: Schedule of Maturities of Long-term Debt (Tables)	3 Months Ended
	Apr. 30, 2015
Tables/Schedules
Schedule of Maturities of Long-term Debt	April 30, 2016 2017 2018 2019 2020 Convertible notes – interest only $ 493,200 $ 369,900 $ - $ - $ - Convertible notes – principal - 1,800,000 - - - Mortgage 232,000 232,000 184,000 - - Tenant improvement loan 528,700 528,700 528,700 528,700 - $ 1,235,900 $ 2,930,600 $ 712,700 $ 528,700 $ -

Note 1 - Organization and Sum40

Note 1 - Organization and Summary of Significant Accounting Policies: Prepaid Expenses and Other Assets (Details) - USD ($)	Apr. 30, 2015	Jan. 31, 2015
Details
Prepaid Expense	$ 399,042	$ 355,699

Note 1 - Organization and Sum41

Note 1 - Organization and Summary of Significant Accounting Policies: Prepaid Expenses and Other Assets: Other Current Liabilities (Details) - USD ($)	Apr. 30, 2015	Jan. 31, 2015
Details
Prepaid expenses and other assets - current	$ 2,855	$ 9,512

Note 1 - Organization and Sum42

Note 1 - Organization and Summary of Significant Accounting Policies: Prepaid Expenses and Other Assets: Other Noncurrent Liabilities (Details) - USD ($)	Apr. 30, 2015	Jan. 31, 2015
Details
Prepaid expenses and other assets - noncurrent	$ 396,187	$ 346,187

Note 1 - Organization and Sum43

Note 1 - Organization and Summary of Significant Accounting Policies: Property, Plant and Equipment, Policy: Property, Plant and Equipment (Details) - USD ($)	Apr. 30, 2015	[1]	Jan. 31, 2015	[2]
Details
Tenant improvements and office equipment	$ 1,573,889		$ 1,647,710
[1]	Net of accumulated amortization and depreciation of $170,395.
[2]	Net of accumulated amortization and depreciation of $96,574.

Note 1 - Organization and Sum44

Note 1 - Organization and Summary of Significant Accounting Policies: Property, Plant and Equipment, Policy (Details) - USD ($)	3 Months Ended	12 Months Ended
	Apr. 30, 2015	Jan. 31, 2015
Details
Accumulated Depreciation, Depletion and Amortization, Reclassifications from Property, Plant and Equipment	$ 73,821	$ 173,972

Note 1 - Organization and Sum45

Note 1 - Organization and Summary of Significant Accounting Policies (Details) - USD ($)	Apr. 30, 2015	Jan. 31, 2015
Details
Finite-Lived Intangible Assets, Accumulated Amortization	$ 976	$ 793

Note 2 - Going Concern (Details

Note 2 - Going Concern (Details) - USD ($)	Apr. 30, 2015	Jan. 31, 2015
Details
Retained (deficit)	$ 3,599,017	$ 2,084,843

Note 3 - Related Party Transa47

Note 3 - Related Party Transactions and Collection Reserve For Amounts Due From Affiliated Entities (Details) - USD ($)	3 Months Ended
	Apr. 30, 2015	Apr. 30, 2014	Jan. 31, 2015
Details
Total revenues from affiliated entities	$ 1,699,298	$ 536,209
Accounts Receivable, Related Parties, Current	3,319,182		$ 2,375,533
Proceeds from (Repayments of) Related Party Debt	755,649
Allowance for Doubtful Accounts Receivable, Current	$ 3,319,182		$ 2,375,533

Note 5 - Issuance of Shares (De

Note 5 - Issuance of Shares (Details) - shares	Apr. 30, 2015	Jan. 31, 2015
Details
Common Stock, Shares Outstanding	27,147,217	27,147,217

Note 6 - Income Taxes_ Schedu49

Note 6 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($)	3 Months Ended		12 Months Ended
	Apr. 30, 2015	Apr. 30, 2014	Jan. 31, 2015
Details
Deferred Federal Income Tax Expense (Benefit)	$ (579,936)	$ 13,205	$ (794,474)
Deferred State and Local Income Tax Expense (Benefit)	(70,106)	(3,536)	(96,812)
Deferred Income Tax Expense (Benefit)	(650,042)	9,670	(891,286)
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ 650,042	$ (9,670)	$ 891,682

Note 6 - Income Taxes (Details)

Note 6 - Income Taxes (Details)	Jan. 31, 2015USD ($)
Details
Operating Loss Carryforwards	$ 2,090,075

Note 7 - Notes Payable (Details

Note 7 - Notes Payable (Details) - USD ($)	Apr. 30, 2015	Jan. 31, 2015
Details
Convertible notes payable	$ 1,800,000	$ 550,000