STWC (STWC) 10-Q 9 Oct 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	9 Months Ended
	Oct. 31, 2017	Jul. 31, 2017
Document and Entity Information:
Entity Registrant Name	STWC. Holdings, Inc.
Document Type	10-Q
Document Period End Date	Oct. 31, 2017
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		27,140,550
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	2,018
Document Fiscal Period Focus	Q3

CONDENSED BALANCE SHEETS (Unaud

CONDENSED BALANCE SHEETS (Unaudited) - USD ($)		Oct. 31, 2017		Jan. 31, 2017
Current assets:
Cash		$ 65,452		$ 133,189
Accounts receivable		5,000	[1]	0	[2]
Assets of discontinued operations, net		342,524		663,280
Total current assets		412,976		796,469
Tenant improvements and office equipment		4,024	[3]	1,325	[4]
Equity method investment in unconsolidated subsidiary		24,159		39,159
Notes receivable		58,766
Trademark		8,204	[5]	8,753	[6]
Total assets		508,129		845,706
Current liabilities:
Accounts payable and accrued expenses		609,378		190,958
Due to related party		367,360		298,731
Deferred revenue		135,000
Liabilities of discontinued operations		2,423,522		3,757,471
Total current liabilities		3,535,260		4,247,160
Stockholders' deficit
Common stock	[7]	0		0
Additional Paid in Capital		3,152,658		3,152,658
Retained deficit		(6,179,789)		(6,554,112)
Total stockholders' deficit		(3,027,131)		(3,401,454)
Total liabilities and stockholders' deficit		$ 508,129		$ 845,706
[1]	Net of allowance for doubtful accounts of $3,000.
[2]	Net of allowance for doubtful accounts of $0.
[3]	Net of accumulated amortization and depreciation of $24,451 at October 31, 2017.
[4]	Net of accumulated amortization and depreciation of $23,126 at January 31, 2017.
[5]	Net of accumulated amortization of $2,806 at October 31, 2017.
[6]	Net of accumulated amortization of $2,257 at January 31, 2017.
[7]	No par value, 100,000,000 shares authorized, 27,140,550 issued and outstanding at October 31, 2017 and January 31, 2017.

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Oct. 31, 2017	Oct. 31, 2016	Oct. 31, 2017	Oct. 31, 2016
Statement of Income
Consulting services	$ 20,000		$ 173,500
Cost of consulting services	(55,121)		(172,473)	$ (1,750)
Gross profit	(35,121)		1,027	(1,750)
Operating costs and expenses
Rents and other occupancy	28,143	$ 16,984	56,445	50,953
Compensation	137,206	176,406	389,734	529,519
Professional, legal and consulting	33,150	36,326	84,282	186,832
Depreciation and amortization	183	2,037	1,873	6,537
General and administrative	97,202	46,604	238,331	111,412
Total operating costs and expenses	295,884	278,357	770,665	885,253
Loss from continuing operations	(331,005)	(278,357)	(769,637)	(887,003)
Other costs and expenses
Loss on equity investment in unconsolidated subsidiary				7,500
Interest and financing costs	(115)	(385)	(1,016)	(3,292)
Loss from continuing operations, before provision for taxes on income	(331,120)	(278,742)	(770,653)	(882,795)
Loss from continuing operations, net of tax	(331,120)	(278,742)	(770,653)	(882,795)
Income from discontinued operations, net of tax	1,974,363	276,561	1,144,976	184,700
Net (loss)	$ 1,643,243	$ (2,181)	$ 374,323	$ (698,095)
Basic earnings and fully diluted income/(loss) per common share - Continuing operations	$ (0.01)	$ (0.01)	$ (0.03)	$ (0.03)
Basic earnings and fully diluted income/(loss) per common share - Discontinued operations	$ 0.07	$ 0.01	$ 0.05	$ 0
Basic and fully diluted weighted average number of shares outstanding	27,140,550	27,140,550	27,140,550	27,140,550

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)		9 Months Ended
		Oct. 31, 2017	Oct. 31, 2016
Cash flows from operating activities:
Net (loss)		$ 374,323	$ (698,095)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and Amortization		1,325	5,988
Decrease in trademark		549	549
Income from equity investment in unconsolidated subsidiary		15,000	(7,500)
Bad debt expense		3,000
Increase in accounts receivable		(8,000)	(6,000)
Increase in deferred revenue		135,000
Increase in accounts payable and accrued expenses		418,420	(13,457)
Net cash flow used in operating activities from continuing operations		939,617	(718,515)
Net cash flow (used in)/provided by operating activities from discontinued operations		(1,013,193)	201,287
Net cash flow used in operating activities		(73,576)	(517,228)
Cash flows from investing activities:
Purchase of equipment		(4,024)
Investment in unconsolidated subsidiary			(20,000)
Net cash flow used in investing activities from continuing operations		(4,024)	(20,000)
Net cash flow used in investing activities		(4,024)	(20,000)
Cash flows from financing activities:
Cash payments notes receivable	[1]	(58,766)	0
Cash (payments)/advances from related parties		68,629	156,650
Net cash flows (used in)/provided by financing activities from continuing operations		9,863	156,650
Net cash flow from financing activities from discontinued activities			236,767
Net cash flows (used in)/provided by financing activities		9,863	393,417
Net cash flows		(67,737)	(143,811)
Cash and equivalent, beginning of period		133,189	151,311
Cash and equivalent, end of period		65,452	7,500
Supplemental cash flow disclosures:
Cash paid for interest		$ 92,861	$ 576,251
[1]	Puerto Rico notes receivable.

Note 1 - Organization

Note 1 - Organization	9 Months Ended
	Oct. 31, 2017
Notes
Note 1 - Organization	Note 1 – Organization STWC HOLDINGS, INC., formerly known as Strainwise, Inc., (identified in these footnotes as "STWC" "we" "us" or the "Company") provides branding marketing, administrative, accounting, financial and compliance services ("Fulfillment Services") to entities in the cannabis retail and production industry. The Company was incorporated in the state of Colorado as a limited liability company on June 8, 2012, and subsequently converted to a Colorado corporation on January 16, 2014. The Company was established to provide sophisticated 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 the Company is currently able to provide are summarized, as follows: Opportunity Assessment: For a standard fee, the Company will complete an Opportunity Assessment for a client, which would include financial modeling, completed with the Company's proprietary assessment software. Application Filing Assistance: Based upon the Company's knowledge of the various rules and regulations of respective state and local jurisdictions, the Company 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 Consulting Services: Customers may contract with the Company to use the Strainwise®name, logo and affinity images in their retail store locations. A monthly fee will permit a branding customer to use the Strainwise® brand at a specific location. In addition, the Company 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, the Company will provide a customer 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. The Company 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. Compliance Services: The rules, regulations and state laws governing the production, distribution and retail sale of marijuana can be complex, and compliance may prove cumbersome. Thus, customers may contract with the Company to implement a compliance process, based upon the number and type of licenses and permits for their specific business. The Company will provide this service on both an hourly rate and stipulated monthly fee. Lending: The Company will provide loans to individuals and businesses in the cannabis industry. The Company does NOT

Note 2 - Summary of Significant

Note 2 - Summary of Significant Accounting Policies	9 Months Ended
	Oct. 31, 2017
Notes
Note 2 - Summary of Significant Accounting Policies	Note 2 – Summary of significant accounting policies Use of estimates – Cash and cash equivalents – Tenant improvements and office equipment – Tenant improvements and office equipment, net of accumulated amortization and depreciation are comprised of the following: October 31, 2017 January 31, 2017 Leasehold improvements $ 2,200 $ 2,200 Office equipment, furniture and fixtures 26,275 22,251 28,475 24,451 Accumulated amortization and depreciation (24,451 ) (23,126) $ 4,024 $ 1,325 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 related to tenant improvements and office equipment for the three months ended October 31, 2016 was $1,854, respectively. There was $0 amortization or depreciation expense related to tenant improvements and office equipment for the three months ended October 31, 2017. Amortization and depreciation expense related to tenant improvements and office equipment for the nine months ended October 31, 2017 and 2016 was $1,325 and $5,988, respectively. Income taxes – Investment in Unconsolidated Entity – Accounting Standard Codification 810-10, Consolidation-Overall Long-Lived Assets – Trademarks Gross Carrying Amount Accumulated Amortization Net Trademarks $ 11,010 $ 2,806 $ 8,204 Discontinued Operations Discontinued Operations Income Statement Three Months Ended October 31, Nine Months Ended October 31, 2017 2016 2017 2016 Rental income from the Regulated Entities (Affiliates) $ 397,198 $ 973,798 $ 2,254,793 $ 2,921,393 Total revenues 397,198 973,798 2,254,793 2,921,393 Operating costs and expenses Reserve for amounts due from Regulated Entities (Affiliates) 99,698 (325,807 ) 984,428 (657,018 ) Rents and other occupancy (1,719,769 ) 800,438 (87,212 ) 2,425,100 Depreciation and amortization 38,831 54,554 120,756 136,418 Total operating costs and expenses (1,581,240 ) 529,185 1,017,972 1,904,500 Operating (loss)/income from discontinued operations 1,978,438 444,613 1,236,821 1,016,893 Other income and (expenses) Interest expense (4,075 ) (168,052 ) (91,845 ) (832,193 ) Loss from discontinued operations $ 1,974,363 $ 276,561 $ 1,144,976 $ 184,700 The Company anticipates continued expenses through the end of calendar 2017 related to the discontinued operations. The individual assets and liabilities of the discontinued agricultural business are combined in the captions "Assets of discontinued operation" and "Liabilities of discontinued operation" in the consolidated Balance Sheet. The carrying amounts of the major classes of assets and liabilities included part of the discontinued business are presented in the following table: Discontinued Operations Balance Sheet October 31, 2017 January 31, 2017 ASSETS Due from Regulated Entities (Affiliates), net of collection allowance reserve of $— and $2,523,681 at October 31, 2017 and January 31, 2017, respectively $ — $ — Tenant improvements and office equipment, net of accumulated amortization and depreciation of $228,489 and $147,271 at October 31, 2017 and January 31, 2017, respectively 272,722 353,940 Commercial operating property, net of accumulated amortization of $121,398 and $81,860 at October 31, 2017 and January 31, 2017, respectively 69,802 109,340 Prepaid expenses and other assets — 200,000 Total assets $ 342,524 $ 663,280 LIABILITIES Accounts payable and accrued expenses $ — $ 231,092 Accrued interest payable 423,522 423,522 Deferred rent — 1,102,857 Notes payable 2,000,000 2,000,000 Total liabilities $ 2,423,522 $ 3,757,471 Comprehensive Income (Loss) - Net income per share of common stock Earnings per Share Recently Issued Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and ensure that there are proper controls in place to ascertain that the Company's financial statements properly reflect the change. The Company evaluated all new accounting pronouncements and deemed none resulted in changes to the financial statements.

Note 3 - Going Concern

Note 3 - Going Concern	9 Months Ended
	Oct. 31, 2017
Notes
Note 3 - Going Concern:	Note 3 – Going concern: The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Since inception, the Company has not achieved profitable operations, and have cumulative losses through October 31, 2017 of $6.2 million. The Company's losses to date raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon the Company's 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 its 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. However, 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 4 - Fair Value of Financia

Note 4 - Fair Value of Financial Instruments	9 Months Ended
	Oct. 31, 2017
Notes
Note 4 - Fair Value of Financial Instruments	Note 4 – Fair value of financial instruments The carrying amounts of cash and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. The Company does not hold or issue financial instruments for trading purposes, nor does the Company utilize derivative instruments in the management of the Company's foreign exchange, commodity price or interest rate market risks. 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.

Note 5 - Operating Leases

Note 5 - Operating Leases	9 Months Ended
	Oct. 31, 2017
Notes
Note 5 - Operating Leases	Note 5 – Operating Leases The Company entered into a lease agreement with an affiliate for the Company's corporate office needs, consisting of 6,176 square feet of office space. The lease originally provided for a 31-month period, that commenced in January 2014 through October 31, 2016. The lease was extended in November 2016 for a 5-year period ending October 31, 2021. 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, the Company believes that the lease terms to the Company are comparable to lease terms the Company would receive directly from third party lessors in the Company's market, because the related party terms mirror the terms of the direct lease between the independent, third party lessor and the affiliated entity. During the three months ended October 31, 2017 and 2016, rent expense was $28,143 and $16,984, respectively. During the nine months ended October 31, 2017 and 2016, rent expense was $56,445 and $50,953, respectively. As of October 31, 2017, future minimum lease payments are as follows: For the Fiscal Year Ending January 31, Remainder of 2018 $ 13,500 2019 54,250 2020 55,250 2021 56,250 2022 42,750 Thereafter — Total minimum lease payments $ 222,000

Note 6 - Notes Receivable

Note 6 - Notes Receivable	9 Months Ended
	Oct. 31, 2017
Notes
Note 6 - Notes Receivable	Note 6 – Notes Receivable The Company entered into management and licensing agreements with a private entity in Puerto Rico 49% owned by Erin Phillips to operate five dispensaries and two cultivation operations in Puerto Rico. In conjunction with these agreements, the Company as begun providing funds to operate the Puerto Rico operations, which will be evidenced by a promissory note. The terms have not been finalized on this note and currently there is no specified terms to the agreement. Through October 31, 2017 the Company has advanced $58,766 related to the note. For additional information see the Company's Current Report on Form 8-K filed with the SEC on June 19, 2018.

Note 7 - Due To Related Party

Note 7 - Due To Related Party	9 Months Ended
	Oct. 31, 2017
Notes
Note 7 - Due To Related Party	Note 7 – Due to Related Party The Company borrowed $68,629 from related parties to fund operations during the nine months ended October 31, 2017. The loans do not carry an interest rate and do not have a maturity date. As of October 31, 2017 and January 31, 2017, the Company owed related parties $367,360 and $298,731, respectively.

Note 8 - Contingencies

Note 8 - Contingencies	9 Months Ended
	Oct. 31, 2017
Notes
Note 8 - Contingencies	Note 8 – Contingencies The Company is currently named as a defendant in one civil suit filed with the District Court of the City and County of Denver, Colorado (the "Court"): This discussion of the Headgate Agreement is qualified in its entirety by the provisions of the agreement, which was attached as an Exhibit to the Company's Current Report on Form 8-K filed with the SEC on June 19, 2018.

Note 9 - Subsequent Events

Note 9 - Subsequent Events	9 Months Ended
	Oct. 31, 2017
Notes
Note 9 - Subsequent Events	Note 9 – Subsequent Events GAAP requires an entity to disclose events that occur after the balance sheet date but before financial statements are issued or are available to be issued ("subsequent events") as well as the date through which an entity has evaluated subsequent events. There are two types of subsequent events. The first type consists of events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, ("recognized subsequent events"). The second type consists of events that provide evidence about conditions that did not exist at the date of the balance sheet but arose subsequent to that date ("non-recognized subsequent events"). Recognized Subsequent Events Subsequent to the end of the quarter the Company discontinued its rental of real property business and cancelled all remaining leases and settled all remaining related operations. These operations are now presented as discontinued operations on the Company's financial statements. A summary of the discontinued operations is included in Note 2 – Summary of Significant Accounting Policies Unrecognized Subsequent Events Subsequent to the end of the quarter the Company expects to dissolve Sentinel Strainwise, LLC in 2018. The agreement between the Company and the Confederated Tribes of Warm Springs described in the Company's 10-K report for the period ending January 31, 2016 was terminated on or around December 22, 2016. As a result of the termination of the agreement, the funds held by Sentinel Strainwise, LLC, a joint venture company in which the Company holds 50% equity interest, were distributed back to the partners of the joint venture. Subsequent to the end of the quarter, the Company has entered into management and licensing agreements with a private entity in Puerto Rico 49% owned by Erin Phillips to operate five dispensaries and two cultivation operations in Puerto Rico. While public companies are not currently allowed to own a beneficial interest in licensed cannabis businesses in Puerto Rico, the Company intends to negotiate the right to acquire the private company at an agreed to price in the event that regulations permit public company ownership in the future. Subsequent to the end of the quarter, in order to continue to fund ongoing California operations, on or around April 6, 2018, the Company entered into a loan agreement ("Loan Agreement") with Green Acres Partners, LLC, a California limited liability company ("Green Acres") whereby Green Acres agreed to loan the Company $205,000 in exchange for a promissory note ("Note") issued by the company in the principal amount of $205,000. The Note matures no later than September 1, 2020, with payments to begin no later than September 1, 2018; however, payments may begin sooner than such date in the event operations in San Diego begin sooner. The Note carries an interest rate of 12% per year, with an 18% default interest rate. The principal balance of the Note may be accelerated upon default or transfer. This discussion of the Note and loan agreement is qualified in its entirety by the provisions of those documents, which are attached hereto as Exhibits. The Company will require additional capital, which it may be required to raise on unfavorable terms, in order to continue its operations. For additional information on the above subsequent events see the Company's Current Report on Form 8-K filed with the SEC on June 19, 2018.

Note 2 - Summary of Significa_2

Note 2 - Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies)	9 Months Ended
	Oct. 31, 2017
Policies
Use of Estimates, Policy	Use of estimates –

Note 2 - Summary of Significa_3

Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies)	9 Months Ended
	Oct. 31, 2017
Policies
Cash and Cash Equivalents, Policy	Cash and cash equivalents –

Note 2 - Summary of Significa_4

Note 2 - Summary of Significant Accounting Policies: Property, Plant and Equipment, Policy (Policies)	9 Months Ended
	Oct. 31, 2017
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: October 31, 2017 January 31, 2017 Leasehold improvements $ 2,200 $ 2,200 Office equipment, furniture and fixtures 26,275 22,251 28,475 24,451 Accumulated amortization and depreciation (24,451 ) (23,126) $ 4,024 $ 1,325 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 related to tenant improvements and office equipment for the three months ended October 31, 2016 was $1,854, respectively. There was $0 amortization or depreciation expense related to tenant improvements and office equipment for the three months ended October 31, 2017. Amortization and depreciation expense related to tenant improvements and office equipment for the nine months ended October 31, 2017 and 2016 was $1,325 and $5,988, respectively.

Note 2 - Summary of Significa_5

Note 2 - Summary of Significant Accounting Policies: Income Tax, Policy (Policies)	9 Months Ended
	Oct. 31, 2017
Policies
Income Tax, Policy	Income taxes –

Note 2 - Summary of Significa_6

Note 2 - Summary of Significant Accounting Policies: Investment, Policy (Policies)	9 Months Ended
	Oct. 31, 2017
Policies
Investment, Policy	Investment in Unconsolidated Entity – Accounting Standard Codification 810-10, Consolidation-Overall

Note 2 - Summary of Significa_7

Note 2 - Summary of Significant Accounting Policies: Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy (Policies)	9 Months Ended
	Oct. 31, 2017
Policies
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy	Long-Lived Assets –

Note 2 - Summary of Significa_8

Note 2 - Summary of Significant Accounting Policies: Goodwill and Intangible Assets, Policy (Policies)	9 Months Ended
	Oct. 31, 2017
Policies
Goodwill and Intangible Assets, Policy	Trademarks Gross Carrying Amount Accumulated Amortization Net Trademarks $ 11,010 $ 2,806 $ 8,204

Note 2 - Summary of Significa_9

Note 2 - Summary of Significant Accounting Policies: Discontinued Operations, Policy (Policies)	9 Months Ended
	Oct. 31, 2017
Policies
Discontinued Operations, Policy	Discontinued Operations Discontinued Operations Income Statement Three Months Ended October 31, Nine Months Ended October 31, 2017 2016 2017 2016 Rental income from the Regulated Entities (Affiliates) $ 397,198 $ 973,798 $ 2,254,793 $ 2,921,393 Total revenues 397,198 973,798 2,254,793 2,921,393 Operating costs and expenses Reserve for amounts due from Regulated Entities (Affiliates) 99,698 (325,807 ) 984,428 (657,018 ) Rents and other occupancy (1,719,769 ) 800,438 (87,212 ) 2,425,100 Depreciation and amortization 38,831 54,554 120,756 136,418 Total operating costs and expenses (1,581,240 ) 529,185 1,017,972 1,904,500 Operating (loss)/income from discontinued operations 1,978,438 444,613 1,236,821 1,016,893 Other income and (expenses) Interest expense (4,075 ) (168,052 ) (91,845 ) (832,193 ) Loss from discontinued operations $ 1,974,363 $ 276,561 $ 1,144,976 $ 184,700 The Company anticipates continued expenses through the end of calendar 2017 related to the discontinued operations. The individual assets and liabilities of the discontinued agricultural business are combined in the captions "Assets of discontinued operation" and "Liabilities of discontinued operation" in the consolidated Balance Sheet. The carrying amounts of the major classes of assets and liabilities included part of the discontinued business are presented in the following table: Discontinued Operations Balance Sheet October 31, 2017 January 31, 2017 ASSETS Due from Regulated Entities (Affiliates), net of collection allowance reserve of $— and $2,523,681 at October 31, 2017 and January 31, 2017, respectively $ — $ — Tenant improvements and office equipment, net of accumulated amortization and depreciation of $228,489 and $147,271 at October 31, 2017 and January 31, 2017, respectively 272,722 353,940 Commercial operating property, net of accumulated amortization of $121,398 and $81,860 at October 31, 2017 and January 31, 2017, respectively 69,802 109,340 Prepaid expenses and other assets — 200,000 Total assets $ 342,524 $ 663,280 LIABILITIES Accounts payable and accrued expenses $ — $ 231,092 Accrued interest payable 423,522 423,522 Deferred rent — 1,102,857 Notes payable 2,000,000 2,000,000 Total liabilities $ 2,423,522 $ 3,757,471

Note 2 - Summary of Signific_10

Note 2 - Summary of Significant Accounting Policies: Comprehensive Income, Policy (Policies)	9 Months Ended
	Oct. 31, 2017
Policies
Comprehensive Income, Policy	Comprehensive Income (Loss) -

Note 2 - Summary of Signific_11

Note 2 - Summary of Significant Accounting Policies: Earnings Per Share, Policy (Policies)	9 Months Ended
	Oct. 31, 2017
Policies
Earnings Per Share, Policy	Net income per share of common stock Earnings per Share

Note 2 - Summary of Signific_12

Note 2 - Summary of Significant Accounting Policies: Recently Issued Accounting Pronouncements, Policy (Policies)	9 Months Ended
	Oct. 31, 2017
Policies
Recently Issued Accounting Pronouncements, Policy	Recently Issued Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and ensure that there are proper controls in place to ascertain that the Company's financial statements properly reflect the change. The Company evaluated all new accounting pronouncements and deemed none resulted in changes to the financial statements.

Note 2 - Summary of Signific_13

Note 2 - Summary of Significant Accounting Policies: Property, Plant and Equipment, Policy: Property, Plant and Equipment (Tables)	9 Months Ended
	Oct. 31, 2017
Tables/Schedules
Property, Plant and Equipment	October 31, 2017 January 31, 2017 Leasehold improvements $ 2,200 $ 2,200 Office equipment, furniture and fixtures 26,275 22,251 28,475 24,451 Accumulated amortization and depreciation (24,451 ) (23,126) $ 4,024 $ 1,325

Note 2 - Summary of Signific_14

Note 2 - Summary of Significant Accounting Policies: Goodwill and Intangible Assets, Policy: Schedule of Intangible Assets and Goodwill (Tables)	9 Months Ended
	Oct. 31, 2017
Tables/Schedules
Schedule of Intangible Assets and Goodwill	Gross Carrying Amount Accumulated Amortization Net Trademarks $ 11,010 $ 2,806 $ 8,204

Note 2 - Summary of Signific_15

Note 2 - Summary of Significant Accounting Policies: Discontinued Operations, Policy: Disposal Groups, Including Discontinued Operations (Tables)	9 Months Ended
	Oct. 31, 2017
Tables/Schedules
Disposal Groups, Including Discontinued Operations	Discontinued Operations Income Statement Three Months Ended October 31, Nine Months Ended October 31, 2017 2016 2017 2016 Rental income from the Regulated Entities (Affiliates) $ 397,198 $ 973,798 $ 2,254,793 $ 2,921,393 Total revenues 397,198 973,798 2,254,793 2,921,393 Operating costs and expenses Reserve for amounts due from Regulated Entities (Affiliates) 99,698 (325,807 ) 984,428 (657,018 ) Rents and other occupancy (1,719,769 ) 800,438 (87,212 ) 2,425,100 Depreciation and amortization 38,831 54,554 120,756 136,418 Total operating costs and expenses (1,581,240 ) 529,185 1,017,972 1,904,500 Operating (loss)/income from discontinued operations 1,978,438 444,613 1,236,821 1,016,893 Other income and (expenses) Interest expense (4,075 ) (168,052 ) (91,845 ) (832,193 ) Loss from discontinued operations $ 1,974,363 $ 276,561 $ 1,144,976 $ 184,700

Note 2 - Summary of Signific_16

Note 2 - Summary of Significant Accounting Policies: Discontinued Operations, Policy: Schedule of Other Assets and Other Liabilities (Tables)	9 Months Ended
	Oct. 31, 2017
Tables/Schedules
Schedule of Other Assets and Other Liabilities	Discontinued Operations Balance Sheet October 31, 2017 January 31, 2017 ASSETS Due from Regulated Entities (Affiliates), net of collection allowance reserve of $— and $2,523,681 at October 31, 2017 and January 31, 2017, respectively $ — $ — Tenant improvements and office equipment, net of accumulated amortization and depreciation of $228,489 and $147,271 at October 31, 2017 and January 31, 2017, respectively 272,722 353,940 Commercial operating property, net of accumulated amortization of $121,398 and $81,860 at October 31, 2017 and January 31, 2017, respectively 69,802 109,340 Prepaid expenses and other assets — 200,000 Total assets $ 342,524 $ 663,280 LIABILITIES Accounts payable and accrued expenses $ — $ 231,092 Accrued interest payable 423,522 423,522 Deferred rent — 1,102,857 Notes payable 2,000,000 2,000,000 Total liabilities $ 2,423,522 $ 3,757,471

Note 5 - Operating Leases_ Sche

Note 5 - Operating Leases: Schedule of Future Minimum Rental Payments for Operating Leases (Tables)	9 Months Ended
	Oct. 31, 2017
Tables/Schedules
Schedule of Future Minimum Rental Payments for Operating Leases	For the Fiscal Year Ending January 31, Remainder of 2018 $ 13,500 2019 54,250 2020 55,250 2021 56,250 2022 42,750 Thereafter — Total minimum lease payments $ 222,000

Note 2 - Summary of Signific_17

Note 2 - Summary of Significant Accounting Policies: Property, Plant and Equipment, Policy: Property, Plant and Equipment (Details) - USD ($)	Oct. 31, 2017	Jan. 31, 2017
Details
Leasehold Improvements, Gross	$ 2,200	$ 2,200
Furniture and Fixtures, Gross	$ 26,275	$ 22,251

Note 2 - Summary of Signific_18

Note 2 - Summary of Significant Accounting Policies: Property, Plant and Equipment, Policy (Details) - USD ($)	3 Months Ended		9 Months Ended
	Oct. 31, 2017	Oct. 31, 2016	Oct. 31, 2017	Oct. 31, 2016
Details
Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment, Period Increase (Decrease)	$ 0	$ 1,854	$ 1,325	$ 5,988

Note 2 - Summary of Signific_19

Note 2 - Summary of Significant Accounting Policies: Goodwill and Intangible Assets, Policy (Details) - USD ($)	Oct. 31, 2017	Jan. 31, 2017
Details
Finite-Lived Intangible Assets, Accumulated Amortization	$ 2,806	$ 2,257

Note 5 - Operating Leases (Deta

Note 5 - Operating Leases (Details) - USD ($)	3 Months Ended		9 Months Ended
	Oct. 31, 2017	Oct. 31, 2016	Oct. 31, 2017	Oct. 31, 2016
Details
Rents and other occupancy	$ 28,143	$ 16,984	$ 56,445	$ 50,953

Note 6 - Notes Receivable (Deta

Note 6 - Notes Receivable (Details) - USD ($)		9 Months Ended
		Oct. 31, 2017	Oct. 31, 2016
Details
Cash payments notes receivable	[1]	$ 58,766	$ 0
[1]	Puerto Rico notes receivable.

Note 7 - Due To Related Party (

Note 7 - Due To Related Party (Details) - USD ($)	9 Months Ended
	Oct. 31, 2017	Oct. 31, 2016	Jan. 31, 2017
Details
Cash (payments)/advances from related parties	$ 68,629	$ 156,650
Due to related party	$ 367,360		$ 298,731