STWC (STWC) 10-Q 17 Dec 18 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Oct. 31, 2018	Nov. 30, 2018
Details
Registrant Name	STWC. Holdings, Inc.
Registrant CIK	1,400,683
SEC Form	10-Q
Period End date	Oct. 31, 2018
Fiscal Year End	--01-31
Trading Symbol	stwc
Tax Identification Number (TIN)	208,980,078
Number of common stock shares outstanding		33,350,089
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Small Business	true
Emerging Growth Company	true
Ex Transition Period	false
Amendment Flag	false
Document Fiscal Year Focus	2,019
Document Fiscal Period Focus	Q3
Entity File Number	000-52825
Entity Incorporation, State Country Name	Colorado
Entity Address, Address Line One	1350 Independence St., Suite 300
Entity Address, City or Town	Lakewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80,215
Entity Address, Address Description	Address of principal executive offices

CONDENSED BALANCE SHEETS (Octob

CONDENSED BALANCE SHEETS (October 31, 2018 Unaudited) - USD ($)	Oct. 31, 2018	Jan. 31, 2018
Current assets:
Cash	$ 30,243	$ 27,925
Accounts Receivable, net	48,998	5,000
Inventory	29,786	11,888
Prepaid expenses and other assets	28,881	17,592
Total current assets	137,908	62,405
Tenant improvements and office equipment, net of accumulated amortization and depreciation of $25,458 and $24,703 at October 31, 2018 and January 31, 2018, respectively	3,018	3,773
Notes receivable	503,333	94,061
Equity method investment in unconsolidated subsidiary	339,292	0
Trademarks, net of accumulated amortization of $3,538 and $2,989 at October 31, 2018 and January 31, 2018, respectively	9,722	8,021
Total assets	993,273	168,260
Current liabilities:
Accounts payable and accrued expenses	909,590	366,438
Due to related party	218,526	490,970
Deferred revenue	176,000	150,000
Total current liabilities	1,304,116	1,007,408
Notes payable, net of discount	27,273	0
Total liabilities	1,331,389	1,007,408
Commitments and contingencies	0	0
Stockholders' deficit
Common Stock, Value, Issued	0	0
Additional Paid in Capital	6,950,980	5,325,684
Retained deficit	(7,289,096)	(6,164,832)
Total stockholders' deficit	(338,116)	(839,148)
Total liabilities and stockholders' deficit	$ 993,273	$ 168,260

CONDENSED BALANCE SHEETS (Oct_2

CONDENSED BALANCE SHEETS (October 31, 2018 Unaudited) - Parenthetical - USD ($)	Oct. 31, 2018	Jan. 31, 2018
Details
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	$ 25,458	$ 24,703
Finite-Lived Intangible Assets, Accumulated Amortization	$ 3,538	$ 2,989
Common Stock, Par or Stated Value Per Share	$ 0	$ 0
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	33,350,089	33,350,089
Common Stock, Shares, Outstanding	33,350,089	33,350,089

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Oct. 31, 2018	Oct. 31, 2017	Oct. 31, 2018	Oct. 31, 2017
Details
Consulting services	$ 12,500	$ 20,000	$ 143,749	$ 173,500
Cost of consulting services	(12,500)	(55,121)	(24,943)	(172,473)
Gross profit	0	(35,121)	118,806	1,027
Operating costs and expenses
Rents and other occupancy	13,500	28,143	39,516	56,445
Compensation	148,856	137,206	433,341	389,734
Professional, legal and consulting	335,429	33,150	420,518	84,283
Depreciation and amortization	435	183	1,304	1,874
General and administrative	79,895	97,202	221,536	238,328
Total operating costs and expenses	578,115	295,884	1,116,215	770,664
Loss from continuing operations	(578,115)	(331,005)	(997,409)	(769,637)
Loss on equity investment in unconsolidated subsidiary	(10,129)	0	(10,129)	0
Other	(114,986)	(115)	(116,726)	(1,016)
Loss from continuing operations, before provision for taxes on income	(703,230)	(331,120)	(1,124,264)	(770,653)
Provision for taxes on income	0	0	0	0
Loss from continuing operations, net of tax	(703,230)	(331,120)	(1,124,264)	(770,653)
Income from discontinued operations, net of tax	0	1,974,363	0	1,144,976
Net income/(loss)	$ (703,230)	$ 1,643,243	$ (1,124,264)	$ 374,323
Basic earnings and fully diluted income (loss) per common share
Continuing operations	$ (0.02)	$ (0.01)	$ (0.04)	$ (0.03)
Discontinued operations	$ 0	$ 0.07	$ 0	$ 0.04
Basic and fully diluted weighted average number of shares outstanding	29,437,372	27,140,550

STATEMENT OF CHANGES IN STOCKHO

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICT) (Unaudited) - 9 months ended Oct. 31, 2018 - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Equity Balance, Starting at Jan. 31, 2018	$ 0	$ 5,325,684	$ (6,164,832)	$ (839,148)
Shares Outstanding, Starting at Jan. 31, 2018	27,140,550
Regulation D offering		683,200		683,200
Regulation D offering, Shares	3,416,000
Warrant conversions	$ 0	42,150	0	42,150
Warrant conversions, Shares	281,000
Conversion of debt	$ 0	402,508	0	402,508
Conversion of debt, Shares	2,012,539
Stock-based compensation	$ 0	76,000	0	76,000
Stock-based compensation, Shares	0
Common stock issued for Volume 2, LLC	$ 0	100,000	0	100,000
Common stock issued for Volume 2, LLC, Shares	500,000
Warrants issued for Volume 2, LLC	$ 0	$ 96,438	$ 0	$ 96,438
Warrants issued for Volume 2, LLC, Shares	0
Beneficial conversion feature, Shares	0	225,000	0	225,000
Net Income (Loss)	$ 0	$ 0	$ (1,124,264)	$ (1,124,264)
Shares Outstanding, Ending at Oct. 31, 2018	33,350,089
Equity Balance, Ending at Oct. 31, 2018	$ 0	$ 6,950,980	$ (7,289,096)	$ (338,116)

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Oct. 31, 2018	Oct. 31, 2017
Cash flows from operating activities:
Net (loss)/Income	$ (1,124,264)	$ 374,323
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	755	1,325
Decrease in trademark	549	549
Loss on equity investment in unconsolidated subsidiary	10,129	15,000
Bad debt expense	0	3,000
Stock-based compensation and conversion of debt	183,775	0
Increase in accounts receivable	(43,998)	(8,000)
Increase in inventory	(17,898)	0
Increase in prepaid expenses and other assets	(11,289)	0
Increase in deferred revenue	26,000	135,000
Increase in accounts payable and accrued expenses	543,152	418,420
Net cash flow (used in)/provided by operating activities from continuing operations	(433,089)	939,617
Net cash flow used in operating activities from discontinued operations	0	(1,013,193)
Net cash flow used in operating activities	(433,089)	(73,576)
Cash flows from investing activities:
Investment in trademark	(2,250)	0
Purchase of equipment	0	(4,024)
Investment in unconsolidated subsidiary	(152,983)	0
Net cash flow used in investing activities from continuing operations	(155,233)	(4,024)
Net cash flow used in investing activities from discontinued activities	0	0
Net cash flow used in investing activities	(155,233)	(4,024)
Cash flows from financing activities:
Proceeds from issuance of stock	683,200	0
Proceeds from conversion of warrants	42,150	0
Cash advances for notes receivable	(409,272)	(58,766)
Proceeds from notes payable	225,000	0
Cash (payments)/advances from related parties	49,562	68,629
Net cash flows from financing activities from continuing operations	590,640	9,863
Net cash flow from financing activities from discontinued activities	0	0
Net cash flows from financing activities	590,640	9,863
Net cash flows	2,318	(67,737)
Cash and Cash Equivalents, at Carrying Value, Beginning Balance	27,925	133,189
Cash and Cash Equivalents, at Carrying Value, Ending Balance	30,243	65,452
Supplemental cash flow disclosures:
Cash paid for interest	6,477	92,861
Cash paid for income taxes	0	0
Supplemental disclosure of non-cash activities:
Conversion of related party advances	402,508	0
Acquisition of interest in unconsolidated subsidiary	$ 196,438	$ 0

Note 1 - Organization

Note 1 - Organization	9 Months Ended
	Oct. 31, 2018
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, cultivation, and manufacturing industry (the “Regulated Entities”). 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, cultivation, and manufacturing 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 provision of such services. The Fulfillment Services that the Company is currently 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. · 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 the Company 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, 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. · 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 · L The Company does NOT The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements include all adjustments, which consist of normal recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2018 Form 10­K.

Note 2 - Summary of significant

Note 2 - Summary of significant accounting policies	9 Months Ended
	Oct. 31, 2018
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, 2018 January 31, 2018 Leasehold improvements $ 2,200 $ 2,200 Office equipment, furniture and fixtures 26,276 26,276 28,476 28,476 Accumulated amortization and depreciation (25,458) (24,703) $ 3,018 $ 3,773 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, 2018 was $252. For the three months ended October 31, 2017 there was no amortization or depreciation expense. Amortization and depreciation expense related to tenant improvements and office equipment for the nine months ended October 31, 2018 and 2017 was $755 and $1,325, respectively. Income taxes – Investment in Unconsolidated Entity – Long-Lived Assets – Trademarks Gross Carrying Amount Accumulated Amortization Net Trademarks $ 13,260 $ 3,538 $ 9,722 Deferred Revenue Share-Based Payments and Stock-Based Compensation The fair value of warrants is estimated using the Black-Scholes option-pricing model. The determination of the fair value of each stock award using this option-pricing model is affected by the Company’s assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards and the expected term of the awards based on an analysis of the actual and projected employee stock option exercise behaviors and the contractual term of the awards. The Company recognizes stock-based compensation expense over the requisite service period, which is generally consistent with the vesting of the awards, based on the estimated fair value of all stock-based payments issued to employees and directors that are expected to vest. D iscontinued Operations Three Months Ended October 31, 2017 Nine months Ended October 31, 2017 Rental income from the Regulated Entities (Affiliates) $ 397,198 $ 2,254,793 Total revenues 397,198 2,254,793 Operating costs and expenses Reserve for amounts due from Regulated Entities (Affiliates) 99,698 984,428 Rents and other occupancy (1,719,769) (87,212) Depreciation and amortization 38,831 120,756 Total operating costs and expenses (1,581,240) 1,017,972 Operating (loss)/income from discontinued operations 1,978,438 1,236,821 Other income and (expenses) Interest expense (4,075) (91,845) Loss from discontinued operations $ 1,974,363 $ 1,144,976 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, 2018
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, we have not achieved profitable operations, and have cumulative losses through October 31, 2018 of $7.1 million. Our losses to date raise 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. 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, 2018
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. 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. 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, 2018
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, 2018 and 2017, rent expense was $13,500 and $28,143, respectively. During the nine months ended October 31, 2018 and 2017, rent expense was $39,516 and $56,445, respectively. As of October 31, 2018, future minimum lease payments are as follows: For the Fiscal Year Ending January 31, Remainder of 2019 $ 13,750 2020 55,250 2021 56,250 2022 42,750 Thereafter — Total minimum lease payments $ 168,000

Note 6 - Note Receivable

Note 6 - Note Receivable	9 Months Ended
	Oct. 31, 2018
Notes
Note 6 - Note Receivable	Note 6 – Note Receivable The Company entered into management and licensing agreements with a private entity in Puerto Rico, COPR Enterprises, LLC, 49% owned by Erin Phillips to operate five dispensaries and two cultivation operations in Puerto Rico. In conjunction with these agreements, the Company has begun providing funds to operate the Puerto Rico operations, which is evidenced by a promissory note. The note provides for a 36-month payment schedule bearing interest at 12%. The principal amount of the loan has not been determined. Through October 31, 2018 the Company has advanced $275,107 related to the note. The Company entered into management and licensing agreements with a private entity to establish a joint venture in Oklahoma, 2600 Meridian, LLC, that is owned 25% by the Company. In conjunction with this joint venture the Company has agreed to provide funds to operate the operations. The note provides for a 36-month payment schedule bearing interest at 12%. The principal amount of the loan has not been determined. Through October 31, 2018 the Company has advanced $228,227 related to the note.

Note 7 - Due to Related Party

Note 7 - Due to Related Party	9 Months Ended
	Oct. 31, 2018
Notes
Note 7 - Due to Related Party	Note 7 – Due to Related Party The Company borrowed $49,562 from related parties to fund operations during the nine months ended October 31, 2018. One of the related parties converted $322,006 in loans to common stock during the nine months ended October 31, 2018. The loans do not carry an interest rate and do not have a maturity date. As of October 31, 2018 and January 31, 2018, the Company owed related parties $218,526 and $490,970, respectively.

Note 8 - Notes Payable

Note 8 - Notes Payable	9 Months Ended
	Oct. 31, 2018
Notes
Note 8 - Notes Payable	Note 8 – Notes Payable Richland Note On August 29, 2018, the Company entered into a Note Purchase and Security Agreement (the "Purchase Agreement") with Richland Fund, LLC., a Delaware limited liability company ("Richland"). Pursuant to the Agreement, Richland agreed to purchase Convertible Promissory Notes of the Company (collectively, the "Notes"), in the aggregate principal amount of $225,000, funded in three tranches, (i) $100,000.00 (the "First Note"), (ii) $67,000.00 (the "Second Note"), and (iii) the balance of $58,000.00 (the "Third Note"). The Notes bear 12% interest per annum, with the last payment under the Notes due January 15, 2020. The Notes are secured by all assets of the Company and guarantees from Shawn and Erin Phillips. The Notes may be prepaid without penalty with 30 days' advance notice to Richland. The Notes are convertible into common stock of the Company. The conversion price will be equal to the lower of (i) $0.15 cents per share (ii) or the average of the closing bid price of the Company's common stock taken over the three trading days prior to conversion or (iii) upon any issuance by the Company of common stock, or a security that is convertible into common stock, at a price lower than a net receipt to the Company of $0.15 per share, at such price that shall be at the same discount ratio as on the Funding Date. The conversion price of the Notes will be further subject to proportional adjustment for stock splits, reverse stock splits or combinations of shares, stock dividends, and the like. There are penalties for failure to timely deliver conversion shares. Green Acres Note 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 note has not been funded and as of October 31, 2018 there was no balance due under this note.

Note 9 - Stockholders Equity

Note 9 - Stockholders Equity	9 Months Ended
	Oct. 31, 2018
Notes
Note 9 - Stockholders Equity	Note 9 – Stockholders Equity Common Stock On August 29, 2018, in conjunction with the Richland Note, the Company issued Richland warrants to purchase 100,000 shares of the Company's common stock for $18,000. Richland exercised the warrants on October 3, 2018. From approximately September 24, 2018 to October 16, 2018, the Company issued a total of 281,000 shares of its common stock for $42,150 resulting from the exercise of outstanding warrants with an exercise price of $0.15 per share. These shares were issued pursuant to Section 4(a)(2) of the Securities Act. On October 15, 2018, the Company entered into an Exchange Agreement (the "Exchange Agreement") with Shawn Phillips ("Mr. Phillips"), pursuant to which the Company issued Mr. Phillips 2,012,539 shares of the Company's Common Stock in exchange for $322,006 of debt owed to Mr. Phillips (the "Exchange"). The Exchange agreement otherwise contains standard terms and conditions. During the three and nine months ended October 31, 2018 the Company recognized an expense of $80,502 related to the conversion of these notes as a result of the stock being issued at a discount below the private offering price. On or around October 18, 2018, the Company completed a private offering to accredited investors (the "Offering") in accordance with Regulation D under the Securities Act of 1933 ("Securities Act"). The Offering consisted of 3,416,000 shares of the Company's Common Stock at a price per share of $0.20, for offering proceeds of $683,200. All securities sold in the Offering were sold in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder. Warrants On October 15, 2018, the Company issued warrants to purchase 1,900,000 shares of its common stock to three individuals in exchange for services, respectively. The warrants all carry two-year terms and an exercise price of $0.16 per share. Forty percent of each warrant may be exercised pursuant to a cashless exercise formula. The warrants otherwise contain standard terms and conditions. During the three and nine months ended October 31, 2018 the Company recognized $76,000 in expense related to the issuance of these warrants. These warrants were issued pursuant to Section 4(a)(2) of the Securities Act. On October 26, 2018 the Company issued a total of 25,000 shares to Tysadco Partners LLC as compensation for services. The shares shall vest at a schedule of 10,000 shares at on November 1, 2018, 7,500 shares on the 120 th th

Note 11 - Subsequent Events

Note 11 - Subsequent Events	9 Months Ended
	Oct. 31, 2018
Notes
Note 11 - Subsequent Events	Note 11 – 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 None Unrecognized Subsequent Events The Company was named as a defendant in one civil suit filed with the District Court of the City and County of Denver, Colorado. This matter has been resolved. On October 15, 2018, the Company entered into an Executive Employment Agreement (the "Phillips Employment Agreement") with Erin Phillips ("Ms. Phillips"). Pursuant to the Phillips Employment Agreement, Ms. Phillips agreed to continue to serve as the Company's CEO for a term commencing on October 15, 2018 and continuing until terminated by either party. The Company acknowledged that Ms. Phillips had $165,000 deferred compensation as of July 31, 2018 and Ms. Phillips agreed to continue to defer payment until November 1, 2018. The deferred compensation is recorded in accounts payable and accrued expenses on the balance sheet. Ms. Phillips will receive a base salary of $180,000 per year. If the Agreement is terminated by Ms. Phillips with "good reason" or by the Company without "cause," Ms. Phillips will be entitled to severance pay equal to $500,000 plus her base salary for twelve months. The Phillips Employment Agreement otherwise contains standard terms and conditions. On October 15, 2018, the Company entered into an Employment Agreement (the "Kotzker Employment Agreement") with Jay Kotzker ("Mr. Kotzker"). Pursuant to the Employment Agreement, Mr. Kotzker agreed to continue to serve as the Company's general counsel for a term commencing on October 15, 2018 and continuing until terminated by either party. The Company acknowledged that Mr. Kotzker had $43,750 deferred compensation as of September 15, 2018 and $1,571.27 in unpaid expenses. Mr. Kotzker will receive a base salary of $150,000 per year. If the Agreement is terminated by the Company without "cause," Mr. Kotzker shall be entitled to severance pay equal to four months' salary. The Kotzker Employment Agreement otherwise contains standard terms and conditions. On October 18, 2018, the Company entered into an Employment Agreement (the "SPhillips Employment Agreement") with Shawn Phillips ("Mr. Phillips"). Pursuant to the Employment Agreement, Mr. Phillips agreed to serve as the Company's Senior Business Development Strategist for a term commencing on October 18, 2018 and continuing until terminated by either party. Mr. Phillips will receive a base salary of $96,000 per year. If the Agreement is terminated by the Company without "cause," Mr. Phillips shall be entitled to severance pay equal to three months' salary. During the term of the Agreement, Mr. Phillips shall receive a vehicle stipend in the amount of $800 per month. The SPhillips Employment Agreement otherwise contains standard terms and conditions.

Note 2 - Summary of significa_2

Note 2 - Summary of significant accounting policies: Use of estimates (Policies)	9 Months Ended
	Oct. 31, 2018
Policies
Use of estimates	Use of estimates –

Note 2 - Summary of significa_3

Note 2 - Summary of significant accounting policies: Cash and cash equivalents (Policies)	9 Months Ended
	Oct. 31, 2018
Policies
Cash and cash equivalents	Cash and cash equivalents –

Note 2 - Summary of significa_4

Note 2 - Summary of significant accounting policies: Tenant improvements and office equipment (Policies)	9 Months Ended
	Oct. 31, 2018
Policies
Tenant improvements and office equipment	Tenant improvements and office equipment – Tenant improvements and office equipment, net of accumulated amortization and depreciation are comprised of the following: October 31, 2018 January 31, 2018 Leasehold improvements $ 2,200 $ 2,200 Office equipment, furniture and fixtures 26,276 26,276 28,476 28,476 Accumulated amortization and depreciation (25,458) (24,703) $ 3,018 $ 3,773 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, 2018 was $252. For the three months ended October 31, 2017 there was no amortization or depreciation expense. Amortization and depreciation expense related to tenant improvements and office equipment for the nine months ended October 31, 2018 and 2017 was $755 and $1,325, respectively.

Note 2 - Summary of significa_5

Note 2 - Summary of significant accounting policies: Income taxes (Policies)	9 Months Ended
	Oct. 31, 2018
Policies
Income taxes	Income taxes –

Note 2 - Summary of significa_6

Note 2 - Summary of significant accounting policies: Investment in Unconsolidated Entity (Policies)	9 Months Ended
	Oct. 31, 2018
Policies
Investment in Unconsolidated Entity	Investment in Unconsolidated Entity –

Note 2 - Summary of significa_7

Note 2 - Summary of significant accounting policies: Long-Lived Assets (Policies)	9 Months Ended
	Oct. 31, 2018
Policies
Long-Lived Assets	Long-Lived Assets –

Note 2 - Summary of significa_8

Note 2 - Summary of significant accounting policies: Trademarks (Policies)	9 Months Ended
	Oct. 31, 2018
Policies
Trademarks	Trademarks Gross Carrying Amount Accumulated Amortization Net Trademarks $ 13,260 $ 3,538 $ 9,722

Note 2 - Summary of significa_9

Note 2 - Summary of significant accounting policies: Deferred Revenue (Policies)	9 Months Ended
	Oct. 31, 2018
Policies
Deferred Revenue	Deferred Revenue

Note 2 - Summary of signific_10

Note 2 - Summary of significant accounting policies: Share-Based Payments and Stock-Based Compensation (Policies)	9 Months Ended
	Oct. 31, 2018
Policies
Share-Based Payments and Stock-Based Compensation	Share-Based Payments and Stock-Based Compensation The fair value of warrants is estimated using the Black-Scholes option-pricing model. The determination of the fair value of each stock award using this option-pricing model is affected by the Company’s assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards and the expected term of the awards based on an analysis of the actual and projected employee stock option exercise behaviors and the contractual term of the awards. The Company recognizes stock-based compensation expense over the requisite service period, which is generally consistent with the vesting of the awards, based on the estimated fair value of all stock-based payments issued to employees and directors that are expected to vest.

Note 2 - Summary of signific_11

Note 2 - Summary of significant accounting policies: Discontinued Operations (Policies)	9 Months Ended
	Oct. 31, 2018
Policies
Discontinued Operations	D iscontinued Operations Three Months Ended October 31, 2017 Nine months Ended October 31, 2017 Rental income from the Regulated Entities (Affiliates) $ 397,198 $ 2,254,793 Total revenues 397,198 2,254,793 Operating costs and expenses Reserve for amounts due from Regulated Entities (Affiliates) 99,698 984,428 Rents and other occupancy (1,719,769) (87,212) Depreciation and amortization 38,831 120,756 Total operating costs and expenses (1,581,240) 1,017,972 Operating (loss)/income from discontinued operations 1,978,438 1,236,821 Other income and (expenses) Interest expense (4,075) (91,845) Loss from discontinued operations $ 1,974,363 $ 1,144,976

Note 2 - Summary of signific_12

Note 2 - Summary of significant accounting policies: Comprehensive Income (Loss) (Policies)	9 Months Ended
	Oct. 31, 2018
Policies
Comprehensive Income (Loss)	Comprehensive Income (Loss) -

Note 2 - Summary of signific_13

Note 2 - Summary of significant accounting policies: Net income per share of common stock (Policies)	9 Months Ended
	Oct. 31, 2018
Policies
Net income per share of common stock	Net income per share of common stock Earnings per Share

Note 2 - Summary of signific_14

Note 2 - Summary of significant accounting policies: Recently Issued Accounting Pronouncements (Policies)	9 Months Ended
	Oct. 31, 2018
Policies
Recently Issued Accounting Pronouncements	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_15

Note 2 - Summary of significant accounting policies: Tenant improvements and office equipment: Schedule of Tenant Improvements and Office Equipment (Tables)	9 Months Ended
	Oct. 31, 2018
Tables/Schedules
Schedule of Tenant Improvements and Office Equipment	October 31, 2018 January 31, 2018 Leasehold improvements $ 2,200 $ 2,200 Office equipment, furniture and fixtures 26,276 26,276 28,476 28,476 Accumulated amortization and depreciation (25,458) (24,703) $ 3,018 $ 3,773

Note 2 - Summary of signific_16

Note 2 - Summary of significant accounting policies: Trademarks: Schedule of Trademarks and other intangible assets (Tables)	9 Months Ended
	Oct. 31, 2018
Tables/Schedules
Schedule of Trademarks and other intangible assets	Gross Carrying Amount Accumulated Amortization Net Trademarks $ 13,260 $ 3,538 $ 9,722

Note 2 - Summary of signific_17

Note 2 - Summary of significant accounting policies: Discontinued Operations: Schedule of Discontinued Rental Business (Tables)	9 Months Ended
	Oct. 31, 2018
Tables/Schedules
Schedule of Discontinued Rental Business	Three Months Ended October 31, 2017 Nine months Ended October 31, 2017 Rental income from the Regulated Entities (Affiliates) $ 397,198 $ 2,254,793 Total revenues 397,198 2,254,793 Operating costs and expenses Reserve for amounts due from Regulated Entities (Affiliates) 99,698 984,428 Rents and other occupancy (1,719,769) (87,212) Depreciation and amortization 38,831 120,756 Total operating costs and expenses (1,581,240) 1,017,972 Operating (loss)/income from discontinued operations 1,978,438 1,236,821 Other income and (expenses) Interest expense (4,075) (91,845) Loss from discontinued operations $ 1,974,363 $ 1,144,976

Note 5 - Operating Leases_ Sche

Note 5 - Operating Leases: Schedule of future minimum lease payments (Tables)	9 Months Ended
	Oct. 31, 2018
Tables/Schedules
Schedule of future minimum lease payments	For the Fiscal Year Ending January 31, Remainder of 2019 $ 13,750 2020 55,250 2021 56,250 2022 42,750 Thereafter — Total minimum lease payments $ 168,000

Note 1 - Organization (Details)

Note 1 - Organization (Details)	9 Months Ended
	Oct. 31, 2018
Details
Entity Incorporation, State Country Name	Colorado
Entity Incorporation, Date of Incorporation	Jan. 16, 2014

Note 2 - Summary of signific_18

Note 2 - Summary of significant accounting policies: Tenant improvements and office equipment: Schedule of Tenant Improvements and Office Equipment (Details) - USD ($)	Oct. 31, 2018	Jan. 31, 2018
Details
Leasehold improvements	$ 2,200	$ 2,200
Office equipment, furniture and fixtures	26,276	26,276
Property, Plant and Equipment, Gross	28,476	28,476
Accumulated amortization and depreciation	(25,458)	(24,703)
Tenant improvements and office equipment, net of accumulated amortization and depreciation of $25,458 and $24,703 at October 31, 2018 and January 31, 2018, respectively	$ 3,018	$ 3,773

Note 2 - Summary of signific_19

Note 2 - Summary of significant accounting policies: Tenant improvements and office equipment (Details) - USD ($)	9 Months Ended
	Oct. 31, 2018	Oct. 31, 2017
Details
Depreciation and amortization	$ 755	$ 1,325

Note 2 - Summary of signific_20

Note 2 - Summary of significant accounting policies: Trademarks (Details) - USD ($)	Oct. 31, 2018	Jan. 31, 2018
Details
Finite-Lived Intangible Assets, Accumulated Amortization	$ 3,538	$ 2,989

Note 2 - Summary of signific_21

Note 2 - Summary of significant accounting policies: Trademarks: Schedule of Trademarks and other intangible assets (Details) - USD ($)	Oct. 31, 2018	Jan. 31, 2018
Details
Finite-Lived Intangible Assets, Gross	$ 13,260
Finite-Lived Intangible Assets, Accumulated Amortization	3,538	$ 2,989
Trademarks, net of accumulated amortization of $3,538 and $2,989 at October 31, 2018 and January 31, 2018, respectively	$ 9,722	$ 8,021

Note 2 - Summary of signific_22

Note 2 - Summary of significant accounting policies: Deferred Revenue (Details) - USD ($)	Oct. 31, 2018	Jan. 31, 2018
Details
Deferred revenue	$ 176,000	$ 150,000

Note 2 - Summary of signific_23

Note 2 - Summary of significant accounting policies: Discontinued Operations: Schedule of Discontinued Rental Business (Details) - USD ($)	3 Months Ended	9 Months Ended
	Oct. 31, 2017	Oct. 31, 2017
Details
Rental income from the Regulated Entities (Affiliates)	$ 397,198	$ 2,254,793
Total revenues	397,198	2,254,793
Reserve for amounts due from Regulated Entities (Affiliates)	99,698	984,428
Rents and other occupancy	(1,719,769)	(87,212)
Depreciation and amortization	38,831	120,756
Total operating costs and expenses	(1,581,240)	1,017,972
Operating (loss)/income from discontinued operations	1,978,438	1,236,821
Interest expense	(4,075)	(91,845)
Loss from discontinued operations	$ 1,974,363	$ 1,144,976

Note 5 - Operating Leases (Deta

Note 5 - Operating Leases (Details) - USD ($)	3 Months Ended		9 Months Ended
	Oct. 31, 2018	Oct. 31, 2017	Oct. 31, 2018	Oct. 31, 2017
Details
Rents and other occupancy	$ 13,500	$ 28,143	$ 39,516	$ 56,445

Note 5 - Operating Leases_ Sc_2

Note 5 - Operating Leases: Schedule of future minimum lease payments (Details)	Oct. 31, 2018USD ($)
Details
Operating Leases, Future Minimum Payments Receivable, Current	$ 13,750
Operating Leases, Future Minimum Payments Receivable, in Two Years	55,250
Operating Leases, Future Minimum Payments Receivable, in Three Years	56,250
Operating Leases, Future Minimum Payments Receivable, in Four Years	42,750
Operating Leases, Future Minimum Payments Receivable, Thereafter	0
Operating Leases, Future Minimum Payments Receivable	$ 168,000

Note 7 - Due to Related Party (

Note 7 - Due to Related Party (Details) - USD ($)	9 Months Ended
	Oct. 31, 2018	Oct. 31, 2017	Jan. 31, 2018
Details
Cash (payments)/advances from related parties	$ 49,562	$ 68,629
Due to related party	$ 218,526		$ 490,970

Note 11 - Subsequent Events (De

Note 11 - Subsequent Events (Details)	9 Months Ended
	Oct. 31, 2018
Event 1
Subsequent Event, Description	Company was named as a defendant in one civil suit
Event 2
Subsequent Event, Description	Company entered into an Executive Employment Agreement (the 'Phillips Employment Agreement') with Erin Phillips ('Ms. Phillips')
Subsequent Event, Date	Oct. 15, 2018
Event 3
Subsequent Event, Description	Company entered into an Employment Agreement (the 'Kotzker Employment Agreement') with Jay Kotzker ('Mr. Kotzker')
Subsequent Event, Date	Oct. 15, 2018
Event 4
Subsequent Event, Description	Company entered into an Employment Agreement (the 'SPhillips Employment Agreement') with Shawn Phillips ('Mr. Phillips')
Subsequent Event, Date	Oct. 18, 2018