Document and Entity Information
Document and Entity Information - USD ($) | 3 Months Ended | |
Apr. 30, 2016 | Jul. 31, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | STWC. Holdings, Inc. | |
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2016 | |
Trading Symbol | stwc | |
Amendment Flag | false | |
Entity Central Index Key | 1,400,683 | |
Current Fiscal Year End Date | --01-31 | |
Entity Common Stock, Shares Outstanding | 27,147,217 | |
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 | 2,017 | |
Document Fiscal Period Focus | Q1 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited for April 30, 2016) - USD ($) | Apr. 30, 2016 | Jan. 31, 2016 | ||
Current assets: | ||||
Cash and cash equivalents | $ 25,348 | $ 151,311 | ||
Due from affiliated entities | 0 | [1] | 0 | [2] |
Total current assets | 25,348 | 151,311 | ||
Commercial operating property | 633,333 | [3] | 0 | [4] |
Tenant improvements and office equipment | 596,824 | [5] | 639,553 | [6] |
Security deposits | 150,000 | 150,000 | ||
Equity method investment in unconsolidated subsidiary | 11,659 | 11,659 | ||
Trademark | 9,302 | [7] | 9,485 | [8] |
Total assets | 1,426,466 | 1,599,341 | ||
Current liabilities: | ||||
Accounts payable | 378,163 | |||
Accrued interest | 240,205 | |||
Convertible notes payable | 2,465,000 | [9] | 2,073,883 | [10] |
Settlement and equipment advance payable | 100,100 | 150,100 | ||
Current portion of mortgage note payable | 222,760 | 211,273 | ||
Total current liabilities | 3,406,228 | 2,914,319 | ||
Mortgage payable | 85,369 | 145,737 | ||
Deferred rent and interest payable discount | 1,006,857 | 965,319 | ||
Total liabilities | 4,498,454 | 4,025,375 | ||
COMMITMENTS AND CONTINGENCIES | ||||
STOCKHOLDERS' EQUITY (DEFICIT) | ||||
Common stock | 0 | 0 | ||
Additional paid in capital | 3,152,658 | 3,152,658 | ||
Retained (deficit) | (6,224,646) | (5,578,692) | ||
Total stockholders' equity | (3,071,988) | (2,426,034) | ||
Total liabilities and stockholders' (deficit) equity | $ 1,426,466 | $ 1,599,341 | ||
[1] | Net of collection allowance reserve of $3,168,009. | |||
[2] | Net of collection allowance reserve of $3,222,535. | |||
[3] | Net of accumulated depreciation of $26,666. | |||
[4] | Net of accumulated depreciation of $22,667. | |||
[5] | Net of accumulated amortization and depreciation of $120,037. | |||
[6] | Net of accumulated amortization and depreciation of $77,308. | |||
[7] | Net of accumulated amortization of $1,708. | |||
[8] | Net of accumulated amortization of $1,525. | |||
[9] | Net of discount of $0. | |||
[10] | Net of discount of $336,117. |
Statement of Financial Position
Statement of Financial Position - Parenthetical - $ / shares | Apr. 30, 2016 | Jan. 31, 2016 |
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, 2016 | Apr. 30, 2015 | |
Revenues | ||
Rental income from Regulated Entities | $ 973,798 | $ 1,223,386 |
Consulting services | 0 | 2,000 |
Total revenues | 973,798 | 1,225,386 |
Operating costs and expenses | ||
Collection reserve for amounts due from Regulated Entities | (54,526) | 943,649 |
Rents and other occupancy | 838,183 | 1,156,406 |
Compensation | 163,231 | 134,874 |
Professional, legal and consulting | 96,267 | 60,428 |
Depreciation and Amortization | 46,911 | 79,031 |
General and administrative | 35,653 | 13,618 |
Total operating costs and expenses | 1,134,406 | 2,388,006 |
Loss from continuing operations | (160,608) | (1,162,620) |
Other costs and expenses | ||
Interest expense | (485,346) | (180,225) |
Loss from continuing operations, before provision for taxes on income | (645,954) | (1,342,845) |
Provision for taxes on income | 0 | 0 |
Loss from continuing operations, net of tax | (645,954) | (1,342,845) |
Loss from discontinued operations, net of tax | 0 | (171,329) |
Net loss | $ (645,954) | $ (1,514,174) |
Basic loss and fully diluted loss per common share - Continuing operations | $ (0.02) | $ (0.06) |
Basic loss and fully diluted loss per common share - Discontinued operations | $ 0 | $ (0.01) |
Weighted average number of shares outstanding, basic and fully diluted | 27,147,217 | 27,147,217 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Apr. 30, 2016 | Apr. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (645,954) | $ (1,514,174) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Increase (decrease) in amounts due to/from Regulated Entities | 54,526 | (943,648) |
Increase (decrease) in collection allowance reserve for amounts due from Regulated Entities | (54,526) | 943,648 |
Increase in accrued interest payable | 101,747 | 26,712 |
Increase in prepaid expenses and other assets | 0 | (43,343) |
Depreciation and amortization | 46,728 | 78,848 |
Increase (decrease) in accounts payable | 37,559 | (57,473) |
Decrease in discount on convertible notes | 336,117 | 0 |
Increase in deferred rent and interest discount | 41,538 | 171,119 |
Decrease in trademark | 183 | 183 |
Net cash flow used in operating activities | (82,082) | (1,338,128) |
Cash flows from investing activities: | ||
Investment in tenant improvements and office equipment | 0 | (235,579) |
Net cash flow used in investing activities | 0 | (235,579) |
Cash flows from financing activities: | ||
Proceeds from convertible notes | 55,000 | 1,250,000 |
Payments on tenant allowances note and mortgage | (48,881) | (79,057) |
Payment on settlement of lease termination | (50,000) | 0 |
Net cash flows from financing activities | (43,881) | 1,170,943 |
Net cash flows | (125,963) | (167,185) |
Cash and cash equivalents, beginning of period | 151,311 | 674,495 |
Cash and cash equivalents, end of period | 25,348 | 507,310 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 47,482 | 153,513 |
Cash paid for income taxes | $ 0 | $ 0 |
Note 1 - Organization and Summa
Note 1 - Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Apr. 30, 2016 | |
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 was established to provide branding marketing, administrative, accounting, financial and compliance services (Fulfillment Services) to medical and retail stores, and cultivation facilities in the regulated cannabis industry throughout the United States. Such Fulfillment Services would only be provided to stores and facilities located in geographical areas where the governing state and local ordinances allow for the unfettered provisions of such services. The Fulfillment Services that we currently are able to provide are summarized, as follows: Opportunity Assessment: For a standard fee, we will complete an Opportunity Assessment for a client, which would include financial modeling, completed with our proprietary assessment software. Application Filing Assistance: Based upon our knowledge of the various rules and regulations of respective state and local jurisdictions, we will provide turn-key application preparation and submission services for a client, and/or provide consulting assistance to a client who is self-preparing their application. Branding, Marketing and Administrative C s t i e i s ustomers may contract with us to use the t r a i w i s n m l g f f i n it i m g i t h i r e t a i t r l o t i n A monthly f p r m it a r a i t t S tr a i wi r n s c i f i l a t i I i ti o s i s operators in managing t i i n s s s e t t i t a i l o a ti n a g r a i n s p l n i c ti o u rl r t T i i l e e r v i e t a l i a f f i c i n t r d i c t b l r o u t i r c s a w l a t r i n r c i e f o i t e e l i m r i j t r a i Accounting and Financial Services: For a monthly fee, we will provide 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 and cultivation facility. We will 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. C m l i e Services T r u l s r g l t i t t l g v r i t r c ti o d i t r i u ti o r e t a i a l o m r i j a m l compliance may prove c m r m Thus, c st We do NOT Basis of presentation - 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). Use of estimates - Cash and cash equivalents - Security Deposits - st April 30, 2016 January 31, 2016 Security deposits $ 150,000 $ 150,000 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, 2016 January 31, 2016 Tenant improvements: Grow lights for cultivation purposes $452,700 $452,700 Structural improvements 48,511 48,511 Office equipment: Computer equipment 41,200 41,200 Office furniture and fixtures 24,450 24,450 Cultivation equipment 150,000 150,000 716,861 716,861 Accumulated amortization and depreciation (120,037) (77,308) Tenant improvements and office equipment $596,824 $639,553 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, 2016 was $42,730 and $73,827, respectively. Income taxes - Investment in Unconsolidated Entity The Company acquired a 50% interest in SentinelStrainwise, LLC (SSL) in June 2015 for $25,000. We account for our investment SSL using the equity method based on the ownership interest Accordingly, the investment was recorded at cost adjustments to the carrying amount of the investment recognize our share of the earnings or losses of each reporting period. n accordance with Accou nting Standard Codification 810-10, Consolidation-Overall Long-Lived Assets - Trademarks - Gross Carrying Amount Accumulated Amortization Net Trademarks $11,010 $1,708 $ 9,302 Deferred Rent - Revenue Recognition Thus, up until June 30, 2015, revenues from the Regulated Entities had been recognized based upon (i) a monthly fee of approximately $4,500 a month for branding, marketing and administrative services for each individual dispensary and retail store, plus $4,500 to $20,000 for such services provided to their cultivation facilities, for a n t i c i i s n ri n supplies Comprehensive Income (Loss) - Net income per share of common stock Earnings per Share Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share, because the effect of their inclusion would have been anti-dilutive. Three Months Ended April 30, 2016 2015 Warrants issued to consultant 500,000 500,000 Warrants attached to common stock subscriptions 1,112,350 1,112,350 Warrants granted to holders of convertible debt 2,465,000 1,800,000 4,077,350 3,412,350 |
Note 2 - Going Concern
Note 2 - Going Concern | 3 Months Ended |
Apr. 30, 2016 | |
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 $6,224,646 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, 2016 | |
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 Regulated Entities that are majority owned by our former 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 Regulated Entities are determined by related parties and these terms can change at any time. Related party revenue was $973,798 and $1,699,298, including $0 and $475,912 of revenues from discontinued operations, respectively, for the three months ended April 30, 2016 and 2015. Although the Regulated Entities have been able to pay us approximately $8,641,258 of the $11,809,267 billed to them from inception through April 30, 2016, 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 $3,168,009 and $3,222,535 as of April 30, 2016 and January 31, 2016, respectively, has been recorded to recognize the uncertainty of collecting the full amount owed to us from the Regulated Entities. On June 30, 2015, Shawn Phillips made the decision, with concurrence of the management of the Company, to cancel all of the above referenced Master Service Agreements. Such cancellation was deem advisable by Mr. Phillips and management of the Company in light of the uncertainty of the right of the Company to supply such Fulfillment Services in the state of Colorado. Concurrent with the cancellation of the Master Service Agreements, the Company laid off substantially all of its employees. We made an investment in cultivation facilities that we sublease to the Regulated Entities. Through September 30, 2015, the Company leased to the Regulated Entities approximately 123,000 square feet of cultivation facilities. It was estimated that the cultivation facilities had the capacity to provide enough product to supply approximately 15 to 20 marijuana dispensaries. However, as a result of the Grounds for Denial described in Note 8, one of the cultivation facilities, the Nome facility, with approximately 38,000 square feet, fully built-out, was not granted a license to operate, and thus, was never occupied. Plus, because of the Grounds for Denial, the Regulated Entities have not been able to obtain licenses to operate any new dispensaries, in addition to the nine that the Regulated Entities presently operate. As a result, the cultivation facilities are operating at a loss, and are unable to pay the Company the amounts owed pursuant to their subleases with the Company. Although the marijuana dispensaries owned by the Regulated Entities are operating at a profit, the dispensaries are not able to currently pay all of the amounts billed to them by the Company, since the profits from the dispensaries are being used to fund the operating losses of the cultivation facilities. Therefore, in order to reduce costs, the Nome facility was closed on May 12, 2015, and the employees that had been hired by the Regulated Entities to operate the facility were terminated. On September 30, 2015, with the consent of the owner of the Nome property, the Companys lease for this property was terminated, and the associated tenant improvement loan was cancelled. We wrote off assets comprised of tenant improvements, security deposits and prepaid lease amounts in the aggregate of $1,792,910 and wrote off related balances comprised of a tenant improvement loan, deferred lease payments and accumulated amortization of leasehold improvements in the aggregate amount of $1,576,374. We received cash back from the lessor in the amount of $59,558, as the net return of certain deposits, after $94,475 was retained by the lessor as payment of the lease for the month in which the lease was cancelled. We recognized a loss on the cancellation of this lease in the amount of $62,503. |
Note 4 - Operating Leases
Note 4 - Operating Leases | 3 Months Ended |
Apr. 30, 2016 | |
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 October 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 April 1, 2014 to lease from an independent third party a cultivation facility of approximately 65,000 square feet (51 st st st st st st st 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 at this cultivation facility. We accounted 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. The Regulated Entities were not been able to obtain sufficient licenses from the state of Colorado to allow for sufficient production levels for the facility to be economically viable. As a result, the Nome facility was closed on May 12, 2015 and the employees that had been hired by the Regulated Entities to operate the facility were terminated. On September 30, 2015, with the consent of the owner of the Nome property, the Companys lease for this property was terminated and the associated tenant improvement loan was cancelled. We wrote off assets comprised of tenant improvements, security deposits and prepaid lease amounts in the aggregate of $1,792,910 and wrote off related balances comprised of a tenant improvement loan, deferred lease payments and accumulated amortization of leasehold improvements in the aggregate amount of $1,576,374. We received cash back from the lessor in the amount of $59,598, as the net return of certain deposits, after $94,475 was retained by the lessor as payment of the lease for the month in which the lease was cancelled. We recognized a loss on the cancellation of this lease in the amount of $62,503. 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 months 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 33 rd Future minimum payments for these leases are: For the twelve Months Ending April 30, 2017 2018 2019 2020 2021 Thereafter $3,047,600 $3,178,700 $3,325000 $2,889,500 $427,500 1,510,200 |
Note 5 - Income Taxes
Note 5 - Income Taxes | 3 Months Ended |
Apr. 30, 2016 | |
Notes | |
Note 5 - Income Taxes: | Note 5 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 Companys 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. Three Months Ended April 30, Year Ended January 31, 2016 2015 2016 Income tax expense (benefit) Current: Federal $ (257,008) $(579,936) $(1,316,263) State (29,908) (70,106) (161,765) Deferred income tax expense benefit (286,916) (650,042) (1,478,028) Valuation allowance 286,916 650,042 1,478,028 Provision $ - $ - $ - 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: We have a net operating loss carryforward for financial statement reporting purposes of $3,493,851 from the year ended January 31, 2016. |
Note 6 - Notes Payable
Note 6 - Notes Payable | 3 Months Ended |
Apr. 30, 2016 | |
Notes | |
Note 6 - Notes Payable: | Note 6 Notes Payable: Notes payable consisted of the following: April 30, 2016 January 31, 2016 Current Long Term Total Current Long Term Total Convertible notes $2,465,000 $ - $2,465,000 $2,410,000 $ - $2,410,000 Mortgage 222,760 85,369 308,129 211,273 145,737 357,010 Settlement and Equipment Note 100,100 - 100,100 50,000 50,000 $2,787,860 $ 85,369 $2,873,229 $2,671,273 $145,737 $2,817,010 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 June 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 entered into three convertible notes totaling up to $2,500,000, of which $2,465,000 had been received by the Company at April 30, 2016. The convertible notes were funded by the noteholders in varying amounts from approximately $50,000 to $550,000 per month. The convertible notes are unsecured, have an interest rate of 25%, with the interest payable monthly. The principal amount of the convertible notes are due on January 1, 2017. 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, a former officer of the Company and affiliate, and Erin Phillips, the majority shareholder of the Company. The conversion feature associated with the convertible notes provided for a rate of conversion that is below market value, and thus, a beneficial conversion feature was recorded and classified as a debt discount on the balance sheet at the time of issuance of each convertible note with a corresponding credit to additional paid-in capital. During the year ended January 31, 2016, the Company recorded a beneficial conversion feature of $650,000 in connection with the issuance of the above convertible notes, and amortized to interest expense $336,117 and $313,883 during the three months ended April 30, 2016 and the year ended January 31, 2016, respectively. As of January 31, 2016, the Company was in default under the terms of the convertible notes in that it had not paid the full amount of the monthly accrued interest as it became due. As a result, all principal, plus accrued and unpaid interest owing under the terms of the convertible notes, are classified as current liabilities as of January 31, 2016. However, effective June 30, 2016, the Company entered into a debt modification agreement with the lenders. Pursuant to the agreement, the Company will pay the lenders $84,482 each month for ten months, with the first payment due on August 15, 2016. The $84,482 consists of past due interest of $32,482 plus current monthly interest of $52,000. Beginning June 15, 2017 only current monthly interest of $52,000 will be due the lenders. In addition to the above: · · · 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 the Regulated 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 a 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. The amount of principal and interest payments on the notes for the five year period ending January 31, 2021 are, as follows: The amount of principal and interest payments on the notes for the five year period ending April 30, 2021 are, as follows: April 30, 2017 2018 2019 2020 2021 Convertible notes - interest only $618,900 $ - $ - $ - $ - Convertible notes - principal 2,465,000 - - - - Mortgage principal plus interest 232,000 184,000 - - - Settlement and Equipment advance 100,100 - $3,416,000 $184,000 $ - $ - $ - |
Note 7 - New Accounting Pronoun
Note 7 - New Accounting Pronouncements | 3 Months Ended |
Apr. 30, 2016 | |
Notes | |
Note 7 - New Accounting Pronouncements: | Note 7 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 8 - Contingencies
Note 8 - Contingencies | 3 Months Ended |
Apr. 30, 2016 | |
Notes | |
Note 8 - Contingencies | Note 8 Contingencies In anticipation of fully implementing the Companys business plan, management of the Company met with representatives of the Colorado Marijuana Enforcement Division (the MED) in August 2014 and presented the structure of the Company and its business plan for providing services to the Regulated Entities. Subsequent to the meeting, over 60 license applications for the cultivation and sale of marijuana were approved and licenses were granted to Shawn Phillips, while he was also serving as the Companys Chief Executive Officer, and while his wife, Erin Phillips, maintained her position an officer and the principal shareholder of the Company. Up until June 30, 2015, the Company provided Fulfillment Services to the Regulated Entities. Effective June 30, 2015, the owner of and license holder for all of the Regulated Entities made the decision, with the concurrence of the management of the Company, to cancel all of the above referenced Master Service Agreements. The termination of the Agreements was considered advisable since, in June 2015, the Colorado State Licensing Authority issued a Grounds for Denial to one of the Regulated Entities owned by Mr. Phillips. The Grounds for Denial was based upon the belief of the Colorado Marijuana Enforcement Division (the MED) that the Company and persons other than Mr. Phillips have a direct or indirect ownership or financial interest in the cultivation facility and dispensary owned by Mr. Phillips and should have been included on the application. As a result of the denial of Mr. Phillips application, all applications for the renewal of existing licenses owned by the Regulated Entities, have been placed in an Administrative Continuation status, pending the resolution of the license application. Administrative Continuation status enables a licensee to continue to operate, but the licensee operates without an actual current license. Mr. Phillips is working with the MED in order to resolve this situation. However, if a resolution of the denial of his application is not reached, Mr. Phillips has advised the Company that it is his intention to appeal the denial of his application. If Mr. Phillips is not able to reach a mutually acceptable resolution with respect to his application, or if he is not successful in appealing the denial, the allegations of the MED could possibly affect all of the licenses under which the Regulated Entities operate and possibly result in the cancellation of all of the licenses held by the Regulated Entities. Although the ultimate outcome of this matter cannot be determined at this time, a failure to reach an acceptable resolution might negatively impact the ability of the Company to continue operating as a going concern. |
Note 9 - Discontinued Operation
Note 9 - Discontinued Operations | 3 Months Ended |
Apr. 30, 2016 | |
Notes | |
Note 9 - Discontinued Operations | Note 9 Discontinued Operations As more fully described in Note 8 Contingencies, we discontinued providing services under the Master Service agreements to the Regulated Entities on June 30, 2015. There were no components of major assets and liabilities associated with the discontinued operations at April 30, 2016 and 2015 and at January 31, 2016. The summarized discontinued operating results for the three months ended April 30, 2016 and 2015 and the year ended January 31, 2016 respectively, are, as follows: Three Months Ended April 30, Year Ended January 31, 2016 2015 2016 Revenues $ - $ 475,912 $ 764,071 Expenses - (647,241 (1,146,758) $ - $ (171,329) $ (382,687 |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 3 Months Ended |
Apr. 30, 2016 | |
Notes | |
Note 10 - Subsequent Events | Note 10 Subsequent Events In accordance with ASC 855-10 we have analyzed our operations subsequent to April 30, 2016, to the date these condensed financial statements were issued, and have determined that, other than as disclosed above, we do not have any material subsequent events to disclose in these condensed financial statements. |
Note 1 - Organization and Sum16
Note 1 - Organization and Summary of Significant Accounting Policies: Nature of Operations (Policies) | 3 Months Ended |
Apr. 30, 2016 | |
Policies | |
Nature of Operations | Organization and nature of business The Company was established to provide branding marketing, administrative, accounting, financial and compliance services (Fulfillment Services) to medical and retail stores, and cultivation facilities in the regulated cannabis industry throughout the United States. Such Fulfillment Services would only be provided to stores and facilities located in geographical areas where the governing state and local ordinances allow for the unfettered provisions of such services. The Fulfillment Services that we currently are able to provide are summarized, as follows: Opportunity Assessment: For a standard fee, we will complete an Opportunity Assessment for a client, which would include financial modeling, completed with our proprietary assessment software. Application Filing Assistance: Based upon our knowledge of the various rules and regulations of respective state and local jurisdictions, we will provide turn-key application preparation and submission services for a client, and/or provide consulting assistance to a client who is self-preparing their application. Branding, Marketing and Administrative C s t i e i s ustomers may contract with us to use the t r a i w i s n m l g f f i n it i m g i t h i r e t a i t r l o t i n A monthly f p r m it a r a i t t S tr a i wi r n s c i f i l a t i I i ti o s i s operators in managing t i i n s s s e t t i t a i l o a ti n a g r a i n s p l n i c ti o u rl r t T i i l e e r v i e t a l i a f f i c i n t r d i c t b l r o u t i r c s a w l a t r i n r c i e f o i t e e l i m r i j t r a i Accounting and Financial Services: For a monthly fee, we will provide 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 and cultivation facility. We will 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. C m l i e Services T r u l s r g l t i t t l g v r i t r c ti o d i t r i u ti o r e t a i a l o m r i j a m l compliance may prove c m r m Thus, c st We do NOT |
Note 1 - Organization and Sum17
Note 1 - Organization and Summary of Significant Accounting Policies: Basis of Accounting, Policy (Policies) | 3 Months Ended |
Apr. 30, 2016 | |
Policies | |
Basis of Accounting, Policy | Basis of presentation - |
Note 1 - Organization and Sum18
Note 1 - Organization and Summary of Significant Accounting Policies: Consolidation, Policy (Policies) | 3 Months Ended |
Apr. 30, 2016 | |
Policies | |
Consolidation, 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: Use of Estimates, Policy (Policies) | 3 Months Ended |
Apr. 30, 2016 | |
Policies | |
Use of Estimates, Policy | Use of estimates - |
Note 1 - Organization and Sum20
Note 1 - Organization and Summary of Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies) | 3 Months Ended |
Apr. 30, 2016 | |
Policies | |
Cash and Cash Equivalents, Policy | Cash and cash equivalents - |
Note 1 - Organization and Sum21
Note 1 - Organization and Summary of Significant Accounting Policies: Security Deposits (Policies) | 3 Months Ended |
Apr. 30, 2016 | |
Policies | |
Security Deposits | Security Deposits - st April 30, 2016 January 31, 2016 Security deposits $ 150,000 $ 150,000 |
Note 1 - Organization and Sum22
Note 1 - Organization and Summary of Significant Accounting Policies: Fair Value of Financial Instruments, Policy (Policies) | 3 Months Ended |
Apr. 30, 2016 | |
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 Sum23
Note 1 - Organization and Summary of Significant Accounting Policies: Property, Plant and Equipment, Policy (Policies) | 3 Months Ended |
Apr. 30, 2016 | |
Policies | |
Property, Plant and Equipment, Policy | 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, 2016 January 31, 2016 Tenant improvements: Grow lights for cultivation purposes $452,700 $452,700 Structural improvements 48,511 48,511 Office equipment: Computer equipment 41,200 41,200 Office furniture and fixtures 24,450 24,450 Cultivation equipment 150,000 150,000 716,861 716,861 Accumulated amortization and depreciation (120,037) (77,308) Tenant improvements and office equipment $596,824 $639,553 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, 2016 was $42,730 and $73,827, respectively. |
Note 1 - Organization and Sum24
Note 1 - Organization and Summary of Significant Accounting Policies: Income Tax, Policy (Policies) | 3 Months Ended |
Apr. 30, 2016 | |
Policies | |
Income Tax, Policy | Income taxes - |
Note 1 - Organization and Sum25
Note 1 - Organization and Summary of Significant Accounting Policies: Investment in Unconsolidated Entity (Policies) | 3 Months Ended |
Apr. 30, 2016 | |
Policies | |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity The Company acquired a 50% interest in SentinelStrainwise, LLC (SSL) in June 2015 for $25,000. We account for our investment SSL using the equity method based on the ownership interest Accordingly, the investment was recorded at cost adjustments to the carrying amount of the investment recognize our share of the earnings or losses of each reporting period. n accordance with Accou nting Standard Codification 810-10, Consolidation-Overall |
Note 1 - Organization and Sum26
Note 1 - Organization and Summary of Significant Accounting Policies: Impairment or Disposal of Long-Lived Assets, Policy (Policies) | 3 Months Ended |
Apr. 30, 2016 | |
Policies | |
Impairment or Disposal of Long-Lived Assets, Policy | Long-Lived Assets - |
Note 1 - Organization and Sum27
Note 1 - Organization and Summary of Significant Accounting Policies: Goodwill and Intangible Assets, Policy (Policies) | 3 Months Ended |
Apr. 30, 2016 | |
Policies | |
Goodwill and Intangible Assets, Policy | Trademarks - Gross Carrying Amount Accumulated Amortization Net Trademarks $11,010 $1,708 $ 9,302 |
Note 1 - Organization and Sum28
Note 1 - Organization and Summary of Significant Accounting Policies: Deferred Charges, Policy (Policies) | 3 Months Ended |
Apr. 30, 2016 | |
Policies | |
Deferred Charges, Policy | Deferred Rent - |
Note 1 - Organization and Sum29
Note 1 - Organization and Summary of Significant Accounting Policies: Revenue Recognition, Policy (Policies) | 3 Months Ended |
Apr. 30, 2016 | |
Policies | |
Revenue Recognition, Policy | Revenue Recognition Thus, up until June 30, 2015, revenues from the Regulated Entities had been recognized based upon (i) a monthly fee of approximately $4,500 a month for branding, marketing and administrative services for each individual dispensary and retail store, plus $4,500 to $20,000 for such services provided to their cultivation facilities, for a n t i c i i s n ri n supplies |
Note 1 - Organization and Sum30
Note 1 - Organization and Summary of Significant Accounting Policies: Comprehensive Income, Policy (Policies) | 3 Months Ended |
Apr. 30, 2016 | |
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, 2016 | |
Policies | |
Earnings Per Share, Policy | Net income per share of common stock Earnings per Share Potentially dilutive securities outlined in the table below have been excluded from the computation of diluted net loss per share, because the effect of their inclusion would have been anti-dilutive. Three Months Ended April 30, 2016 2015 Warrants issued to consultant 500,000 500,000 Warrants attached to common stock subscriptions 1,112,350 1,112,350 Warrants granted to holders of convertible debt 2,465,000 1,800,000 4,077,350 3,412,350 |
Note 1 - Organization and Sum32
Note 1 - Organization and Summary of Significant Accounting Policies: Security Deposits: Operating Leases of Lessee Disclosure (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Tables/Schedules | |
Operating Leases of Lessee Disclosure | April 30, 2016 January 31, 2016 Security deposits $ 150,000 $ 150,000 |
Note 1 - Organization and Sum33
Note 1 - Organization and Summary of Significant Accounting Policies: Property, Plant and Equipment, Policy: Property, Plant and Equipment (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Tables/Schedules | |
Property, Plant and Equipment | April 30, 2016 January 31, 2016 Tenant improvements: Grow lights for cultivation purposes $452,700 $452,700 Structural improvements 48,511 48,511 Office equipment: Computer equipment 41,200 41,200 Office furniture and fixtures 24,450 24,450 Cultivation equipment 150,000 150,000 716,861 716,861 Accumulated amortization and depreciation (120,037) (77,308) Tenant improvements and office equipment $596,824 $639,553 |
Note 1 - Organization and Sum34
Note 1 - Organization and Summary of Significant Accounting Policies: Goodwill and Intangible Assets, Policy: Finite-lived Intangible Assets Amortization Expense (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Tables/Schedules | |
Finite-lived Intangible Assets Amortization Expense | Gross Carrying Amount Accumulated Amortization Net Trademarks $11,010 $1,708 $ 9,302 |
Note 1 - Organization and Sum35
Note 1 - Organization and Summary of Significant Accounting Policies: Earnings Per Share, Policy: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Tables/Schedules | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Three Months Ended April 30, 2016 2015 Warrants issued to consultant 500,000 500,000 Warrants attached to common stock subscriptions 1,112,350 1,112,350 Warrants granted to holders of convertible debt 2,465,000 1,800,000 4,077,350 3,412,350 |
Note 4 - Operating Leases_ Sche
Note 4 - Operating Leases: Schedule of Future Minimum Lease Payments for Capital Leases (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Tables/Schedules | |
Schedule of Future Minimum Lease Payments for Capital Leases | For the twelve Months Ending April 30, 2017 2018 2019 2020 2021 Thereafter $3,047,600 $3,178,700 $3,325000 $2,889,500 $427,500 1,510,200 |
Note 5 - Income Taxes_ Schedule
Note 5 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | Three Months Ended April 30, Year Ended January 31, 2016 2015 2016 Income tax expense (benefit) Current: Federal $ (257,008) $(579,936) $(1,316,263) State (29,908) (70,106) (161,765) Deferred income tax expense benefit (286,916) (650,042) (1,478,028) Valuation allowance 286,916 650,042 1,478,028 Provision $ - $ - $ - |
Note 6 - Notes Payable_ Schedul
Note 6 - Notes Payable: Schedule of Debt (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Tables/Schedules | |
Schedule of Debt | April 30, 2016 January 31, 2016 Current Long Term Total Current Long Term Total Convertible notes $2,465,000 $ - $2,465,000 $2,410,000 $ - $2,410,000 Mortgage 222,760 85,369 308,129 211,273 145,737 357,010 Settlement and Equipment Note 100,100 - 100,100 50,000 50,000 $2,787,860 $ 85,369 $2,873,229 $2,671,273 $145,737 $2,817,010 |
Note 6 - Notes Payable_ Sched39
Note 6 - Notes Payable: Schedule of Maturities of Long-term Debt (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Tables/Schedules | |
Schedule of Maturities of Long-term Debt | April 30, 2017 2018 2019 2020 2021 Convertible notes - interest only $618,900 $ - $ - $ - $ - Convertible notes - principal 2,465,000 - - - - Mortgage principal plus interest 232,000 184,000 - - - Settlement and Equipment advance 100,100 - $3,416,000 $184,000 $ - $ - $ - |
Note 9 - Discontinued Operati40
Note 9 - Discontinued Operations: Disposal Groups, Including Discontinued Operations (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Tables/Schedules | |
Disposal Groups, Including Discontinued Operations | Three Months Ended April 30, Year Ended January 31, 2016 2015 2016 Revenues $ - $ 475,912 $ 764,071 Expenses - (647,241 (1,146,758) $ - $ (171,329) $ (382,687 |
Note 1 - Organization and Sum41
Note 1 - Organization and Summary of Significant Accounting Policies: Security Deposits: Operating Leases of Lessee Disclosure (Details) - USD ($) | Apr. 30, 2016 | Jan. 31, 2016 |
Details | ||
Security deposits | $ 150,000 | $ 150,000 |
Note 1 - Organization and Sum42
Note 1 - Organization and Summary of Significant Accounting Policies: Property, Plant and Equipment, Policy: Property, Plant and Equipment (Details) - USD ($) | Apr. 30, 2016 | Jan. 31, 2016 | ||
Details | ||||
Tenant improvements and office equipment | $ 596,824 | [1] | $ 639,553 | [2] |
[1] | Net of accumulated amortization and depreciation of $120,037. | |||
[2] | Net of accumulated amortization and depreciation of $77,308. |
Note 1 - Organization and Sum43
Note 1 - Organization and Summary of Significant Accounting Policies: Property, Plant and Equipment, Policy (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Apr. 30, 2016 | Jan. 31, 2016 | |
Details | ||
Operating Leases, Income Statement, Depreciation Expense on Property Subject to or Held-for-lease | $ 42,730 | $ 73,827 |
Note 1 - Organization and Sum44
Note 1 - Organization and Summary of Significant Accounting Policies: Goodwill and Intangible Assets, Policy (Details) - USD ($) | Apr. 30, 2016 | Jan. 31, 2016 |
Details | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 1,708 | $ 1,525 |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details) - USD ($) | Apr. 30, 2016 | Jan. 31, 2016 |
Details | ||
Retained (deficit) | $ 6,224,646 | $ 5,578,692 |
Note 3 - Related Party Transa46
Note 3 - Related Party Transactions and Collection Reserve For Amounts Due From Affiliated Entities (Details) - USD ($) | 3 Months Ended | ||
Apr. 30, 2016 | Apr. 30, 2015 | Jan. 31, 2016 | |
Details | |||
Rental income from Regulated Entities | $ 973,798 | $ 1,223,386 | |
Disposal Group, Including Discontinued Operation, Revenue | 0 | $ 475,912 | |
Cash Reserve Deposit Required and Made | $ 3,168,009 | $ 3,222,535 |
Note 5 - Income Taxes (Details)
Note 5 - Income Taxes (Details) | Jan. 31, 2016USD ($) |
Details | |
Operating Loss Carryforwards | $ 3,493,851 |
Note 6 - Notes Payable (Details
Note 6 - Notes Payable (Details) - USD ($) | Apr. 30, 2016 | Jan. 31, 2016 | ||
Details | ||||
Convertible notes payable | $ 2,465,000 | [1] | $ 2,073,883 | [2] |
[1] | Net of discount of $0. | |||
[2] | Net of discount of $336,117. |