Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jul. 31, 2017 | Sep. 15, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | mCig, Inc. | |
Entity Central Index Key | 1,525,852 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --04-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 392,694,258 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2017 | Apr. 30, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 1,687,596 | $ 1,634,662 |
Accounts receivable, net | 601,167 | 149,968 |
Inventory | 47,962 | 54,278 |
Notes receivable | 1,529 | 1,529 |
Prepaid expenses | 86,415 | 147,015 |
Total current assets | 2,424,669 | 1,987,452 |
Property, plant and equipment, net | 3,050,546 | 3,070,497 |
Cost basis investment | 902,023 | 902,023 |
Intangible assets, net | 1,008,948 | 1,018,302 |
Total assets | 7,386,186 | 6,978,274 |
Current liabilities | ||
Accounts payable and accrued expenses | 945,511 | 779,995 |
Due to shareholder | 183,723 | 173,312 |
Other current liabilities | 150,000 | |
Reserve for uncollected accounts | 11,030 | 11,030 |
Deferred revenue | 172,097 | 517,033 |
Total current liabilities | 1,312,361 | 1,631,370 |
Total Liabilities | 1,312,361 | 1,631,370 |
Stockholders equity | ||
Preferred stock, $0.0001 par value; 50,000,000 shares authorized; 12,850,000 and 12,850,000 shares issued and outstanding, as of July 31, 2017 and April 30, 2017, respectively. | 1,285 | 1,285 |
Common stock, $0.0001 par value, voting; 560,000,000 shares authorized; 392,694,258 and 386,094,258 shares issued, and outstanding, as of July 31, 2017 and April 30, 2017, respectively. | 39,269 | 38,609 |
Treasury stock | (680,330) | (680,330) |
Additional paid in capital | 11,768,181 | 11,118,841 |
Accumulated deficit | (5,054,580) | (5,131,501) |
Total stockholders' equity | 6,073,825 | 5,346,904 |
Total liabilities and stockholders' equity | $ 7,386,186 | $ 6,978,274 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jul. 31, 2017 | Apr. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 560,000,000 | 560,000,000 |
Common Stock, Issued | 392,694,258 | 386,094,258 |
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Issued | 12,850,000 | 12,850,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Statement of Cash Flows [Abstract] | ||
Sales | $ 3,172,845 | $ 254,702 |
Construction costs | 2,393,623 | |
Merchandise | 278,381 | |
Commissions | 28,035 | |
Merchant fees, shipping, and other costs | 68,920 | 181,401 |
Total Cost of Sales | 2,768,959 | 181,401 |
Gross Profit | 403,886 | 73,301 |
Selling, general, and administrative | 91,137 | 27,522 |
Professional fees | 15,286 | 13,100 |
Stock based compensation | 168,300 | |
Marketing & advertising | 7,003 | |
Consultant fees | 161,068 | 28,155 |
Amortization and depreciation | 52,471 | 8,168 |
Total operating expenses | 326,965 | 245,245 |
Income (Loss) from operations | 76,921 | (171,944) |
Other income (expense) | 1,208 | |
Net income (loss) before non-controlling interest | 76,921 | (170,736) |
Gain attributable to non-controlling interest | (8,759) | |
Net income (loss) attributable to controlling interest | $ 76,921 | $ (161,977) |
Basic and diluted (Loss) per share: | ||
Income(Loss) per share from continuing operations | $ 0 | $ 0 |
Income(Loss) per share | $ 0 | $ 0 |
Weighted average shares outstanding - basic and diluted | 391,366,587 | 320,316,968 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Cash flows from operating activities: | ||
Net (Loss) | $ 76,921 | $ (170,736) |
Adjustments to reconcile net loss to net Cash provided by (used in) operating activities: | ||
Depreciation and amortization | 52,471 | 8,168 |
Common stock issued for services | 168,300 | |
Decrease (Increase) in: | ||
Accounts receivable, net | (451,199) | 8,758 |
Inventories | 6,316 | 8,550 |
Prepaid expenses and other current assets | 60,600 | 2,100 |
Accounts payable, accrued expenses and taxes payable | 165,516 | 1,896 |
Deferred revenue | (344,936) | 47,326 |
Total adjustment to reconcile net income to net cash | (511,232) | 245,097 |
Net cash provided In operating activities | (434,311) | 74,361 |
Cash flows from investing activities: | ||
Cost basis investments | 44,820 | |
Acquisition of property, plant and equipment | (22,430) | (5,066) |
Acquisition of intangible assets | (736) | |
Net cash received in investing activities | (23,166) | 39,754 |
Cash Flows From Financing Activities: | ||
Borrowing from related party | 10,411 | 8,370 |
Advances to related parties | 23,153 | |
Notes Payable | (150,000) | |
Advances from Related Party | (1,208) | |
Proceeds from Issuance of Stock, Net | 650,000 | |
Net Cash Provided By (Used in) Financing Activities | 510,411 | 30,315 |
Net Change in Cash | 52,934 | 144,430 |
Cash at Beginning of Year | 1,634,662 | 80,542 |
Cash at End of Period | 1,687,596 | 224,972 |
Supplemental Disclosure of Cash Flows Information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-cash Investing and Financing Activities: | ||
Stock issued for purchase of internet domains, websites, and trademarks | 247,500 | |
Prepaid expenses financed by notes payable | 25,000 | |
Conversion of preferred stock to common stock | $ 1,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Jul. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | The accompanying consolidated audited financial statements of mCig, Inc., (the “Company”, “we”, “our”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany accounts and transactions have been eliminated. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Agri-Contractors, LLC (“AGRI”), GigETech, Inc., (“GIGE”), Grow Contractors Inc., (“GROW”), mCig Internet Sales, Inc., (“MINT”), mCig Limited LTD (“MCIG Europe”), Scalable Solutions, LLC (“SS”), Tuero Capital, Inc., (“TUERO”), Vapolution, Inc., (“VAPO”), and VitaCig, Inc., (“VITA”). Description of Business The Company was incorporated in the State of Nevada on December 30, 2010 originally under the name Lifetech Industries, Inc. Effective August 2, 2013, the name was changed from "Lifetech Industries, Inc." to "mCig, Inc." reflecting the new business model. All agreements related to the Lifetech business were terminated and closed as of April 30, 2014. It will not have any impact on the current and future operations because all of these agreements are related to the previous business directions of the Company. The Company initially earned revenue through wholesale and retail sales of electronic cigarettes, vaporizers, and accessories in the United States. It offered electronic cigarettes and related products through its online store at www.mcig.org, as well as through the company’s wholesale, distributor, and retail programs. We expanded operations to include the VitaCig brand in 2014. The Company has been involved in the marijuana, cannabinoid (CBD), and electronic cigarette industries. It currently markets, sales, services, and distributes cannabis wholesale supplies, CBD products, software, and electronic cigarettes, vaporizers, and accessories internationally and in the United States. In FY2015 we began offering hemp based cannabinoid (“CBD”) products through various websites and wholesale distribution. In 2016 the Company expanded its products and services to include construction. In 2017 we added consulting services in the cannabis industry. In addition, we launched a social media platform, 420Cloud, in the cannabis markets. The Company continues to look at strategic acquisitions and product and service developments for future growth. We are currently incubating a cannabis supply company. Subsidiaries of the Company The Company currently operates, in addition to mCig, Inc., nine wholly owned subsidiaries which are consolidated: Agri-Contractors, LLC On November 18, 2016 we acquired, through a Purchase Agreement, Agri-Contractors, LLC. We combined the operations of Agri-Contractors with Grow Contractors Corp and expanded the services to include consulting. We merged the operations of Agri-Contractors, LLC with Grow Contractors in December 2016. Agri-Contractors, LLC provides consulting services to grow facilities, production companies, and dispensaries servicing the cannabis medical and recreational markets. GigETech, Inc. We incorporated GigETech, Inc., in the state of Delaware on April 3, 2017. We then assigned our newly acquired social media platform software to GigETech. We launched the social media platform on April 20, 2017. GigETech, Inc., is a wholly owned subsidiary of the Company. Grow Contractors Inc. The Company incorporated Grow Contractors Inc., on December 5, 2016. Grow Contractors Inc, operates the construction and consulting segment. On November 18, 2016 Grow Contractors Inc., the Company purchased Agri-Contractors, LLC and subsequently merged operations with Grow Contractors Inc. Agri-Contractors, LLC will be absorbed by Grow Contractors Inc., over a period of time yet to be determined. Grow Contractors Inc., is a wholly owned subsidiary of the Company. mCig Internet Sales, Inc. On June 1, 2016, the Company incorporated mCig Internet Sales, Inc., (“mCig Internet”) in the state of Florida in order to operate our CBD business and to consolidate all wholesale and online retail sales from various websites. mCig Internet is a wholly owned subsidiary of the Company. mCig Limited, LTD. We incorporated in May 2017 to provide corporate oversight to MCIG, and its subsidiaries, operations within the European theatre. mCig Limited., was incorporated in the United Kingdom. mCig Limited, is a wholly owned subsidiary of the Company. Scalable Solutions, LLC The Company organized Scalable Solutions, LLC (“SS”) on March 7, 2016 under the laws of the state of Nevada. mCig has been issued 40 membership units and Zoha Development, LLC (“ZOHA”) has been issued 20 units. ZOHA has a ten year option to purchase 40 additional units which expires March 6, 2026. We subsequently closed Scalable Solutions, LLC on December 31, 2016. Tuero Capital, Inc. We incorporated in May 2017 to provide financial services in support of the cannabis industry. Tuero Capital, Inc., was incorporated in the state of Florida, and is a wholly owned subsidiary of the Company. Vapolution, Inc. On January 23, 2014, the Company entered into a Stock Purchase Agreement acquiring 100% ownership in Vapolution, Inc., which manufactures and retails home-use vaporizers. As part of this transaction, .mCig, Inc. issued 5,000,000 common shares to shareholders of Vapolution, Inc. in two separate payments of 2,500,000 common shares. The shareholders of Vapolution, Inc. retained the right to rescind the transaction, which expired on January 23, 2015 but was extended to May 23, 2015. Subsequently, on August 25, 2015, the final payment to the shareholders of Vapolution as extended to September 30, 2015 and the right to rescind the transaction was extended to June 30, 2017. On April 30, 2015 the Company impaired the $625,000 initial investment into Vapolution, Inc., but maintains the $67,500 investment on its balance sheet for the second payment. On January 23, 2014, Paul Rosenberg, CEO of mCig, Inc. cancelled an equal amount (2,500,000 shares) of common shares owned by him resulting in a net non-dilutive transaction to existing mCig, Inc. shareholders. The remaining 2,500,000 of common shares owned by Paul Rosenberg were cancelled to offset the 2,500,000 new shares issued from the treasury to complete the purchase of Vapolution, Inc. On January 17, 2017 the Company entered into a settlement agreement with the previous owners of Vapolution, Inc., whereby they returned to the Company 1,700,000 shares of MCIG common stock, $961 in cash, and $40,541 in inventory. Prior to this, Vapolution was not incorporated in to the consolidated financial statements of the Company. Effective January 17, 2017 we began consolidating Vapolution with the Company’s financial reports. Vapolution, Inc., is wholly owned by mCig, Inc. VitaCig, Inc. On May 26, 2016 we incorporated VitaCig, Inc., (“VitaCig”) in the state of Florida. VitaCig headquarters our global e-cig operations. VitaCig, Inc., is a wholly owned subsidiary of the Company. Principles of Consolidation The consolidated financial statements include the accounts of the Company, the wholly owned subsidiaries of AGRI, GIGE, GROW, MINT, MCIG Europe, TUERO, VAPO, and VITA for the quarter ended July 31, 2017. Significant intercompany balances and transactions have been eliminated. Concentration of Credit Risk and Significant Customers Financial instruments which potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable. The Company places its temporary cash investments with financial institutions insured by the FDIC. Concentrations of credit risk with respect to trade receivables are limited due to the diverse group of customers to whom the Company sells. The Company establishes an allowance for doubtful accounts when events and circumstances regarding the collectability of its receivables warrant based upon factors such as the credit risk of specific customers, historical trends, other information and past bad debt history. The outstanding balances are stated net of an allowance for doubtful accounts. For the 3 months ended July 31, 2017, sales to the Company’s primary three customers accounted for approximately 85.2% of revenues and 92.8% of accounts receivable. For the 3 months ended July 31, 2016 the Company’s recognized no significant customers. Segment Information In accordance with the provisions of SFAS No. 131 Disclosures about Segments of an Enterprise and Related Information, Segment Subsidiary Construction and Consulting Scalable Solutions, Inc. Grow Contractors, Inc. Agri-Contractors, LLC CBD mCig Internet Sales, Inc. Vaporizer VitaCig, Inc. Vapolution, Inc. Media GigETech, Inc. Tuero Capital, Inc. Cannabis Supplies mCig, Inc. We began recording segments in 2017. Originally, we tracked our segments as i) construction, ii) retail, and iii) wholesale. During the third quarter of 2017, our chief operating decision maker, who is also our Chief Executive Officer, requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance. As a result, we report our financial performance based on our new segments described in Note 8 – Segment Information. We have recast certain prior period amounts to conform to the way we internally manage and monitor segment performance during 2017. This change had no impact on consolidated net income or cash flows. Business Segments Total Revenue Percentage of Total Revenue Three Months Ended July 31, Three Months Ended July 31, 2017 2016 2017 2016 Consulting and Construction $ 2,704,206 $ 62,268 85.2% 24.4% CBD 22,088 71,707 0.7% 28.3% Vaporizers 226,143 120,727 7.1% 47.3% Media - - 0.0% 0.0% Supplies 220,408 - 6.9% 0.0% Corporate - - 0.0% 0.0% Total $ 3,172,845 $ 254,702 100.0% 100.0% Inventory In accordance with ASU 2015-11 – Inventory (Topic 330) – Simplifying the Measurement of Inventory As of July 31, 2017, the Company had no allowance for obsolescence. The level of inventory maintained by the Company is insignificant and is typically ordered on an as needed basis, or just-in-time. Property, Plant, and Equipment Property, plant and equipment (“PPE”) are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, improvements and major replacements that extend the life of the asset are capitalized. Depreciation and amortization is recorded using the straight-line method over the estimated useful lives of depreciable assets, which are generally three to five years. The Company classifies its software under the Financial Accounting Standards Advisory Board (FASAB) Statement of Federal Financial Accounting Standards (SFFAS) No. 10, Accounting for Internal Use Software, and the Governmental Accounting Standards Board (GASB) Statement No. 42, Accounting of Costs of Computer Software Developed or Obtained for Internal Use. When software is used in providing goods and services it is classified as PPE. The Company considers its 420 Cloud software as a major part of the Company’s operations that is intended to provide profits. Accounts Receivable The Company’s accounts receivable in its construction and retail segments. As the retail division is either paid through credit card processing and prepaid wholesale purchases, the Company projects insignificant amounts of outstanding accounts receivable for its retail division. The Company recognizes receipt of payment at the time the funds are deposited with the merchant services account of the Company. When the merchant services vendor determines to maintain a reserve for potential refunds and chargebacks, the Company reviews the reserve, to i) determine if the reserve is probably uncollectible, and ii) if a loss is probable, a reasonable estimate of the amount of the loss. We then allocate a portion of the reserve for bad debt, in accordance with FASB ASC 450-20-25-2 Intangible Assets The Company’s intangible assets consist of certain website development costs that is amortized over their useful life in accordance with the guidelines of ASC 350-30 General Intangible Other than Goodwill ASC 350-50 Website Development Costs Basic and Diluted Net Loss Per Share The Company follows ASC Topic 260 – Earnings Per Share FASB 2015-06, Earnings Per Share Basic net earnings (loss) per common share are computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares consist of Series A convertible preferred stock, convertible debentures, stock options and warrant common stock equivalent shares. Concentration of Credit Risk Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash and trade receivables. Concentrations of credit risk with respect to trade receivables are limited due to the clients that comprise our customer base and their dispersion across different business and geographic areas. We estimate and maintain an allowance for potentially uncollectible accounts and such estimates have historically been within management's expectations. We rely almost exclusively on one Chinese factory as our principle supplier for our e-cig products. Therefore, our ability to maintain operations is dependent on this third-party manufacturer. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company may occasionally maintain amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high quality financial institutions. The Company had $904,914 and $0 in excess of federally insured limits at April 30, 2017 and 2016. Cost-Basis Investments The Company’s non-marketable equity investment in Vapolution and Stony Hill Corp is recorded using the cost-basis method of accounting, and is classified within other long-term assets on the accompanying balance sheet as permitted by FASB ASC 325, “Cost Method Investments Equity-Basis Investments The Company accounted for its original ownership of VitaCig, Inc., (Nevada) as an equity-basis investment. As of July 31, 2017, and July 31, 2016, there is no net book value of the ownership of VitaCig, as the pro-rata value after the Spin-off and the impairment of the investment in VitaCig. On June 22, 2016, the Company reduced its ownership of VitaCig, Inc., to 57,500,000 through a Separation and Transfer Agreement where the Company acquired the business operations of VitaCig in exchange for selling back to the treasury of VitaCig, Inc., (Nevada) 172,500,000. Warranties Warranty reserves include management’s best estimate of the projected costs to repair or to replace any items under warranty, based on actual warranty experience as it becomes available and other known factors that may impact the Company’s evaluation of historical data. Management reviews mCig’s reserves at least quarterly to ensure that its accruals are adequate in meeting expected future warranty obligations, and the Company will adjust its estimates as needed. Initial warranty data can be limited early in the launch of a product and accordingly, the adjustments that are recorded may be material.. As a result, the products that can be returned as a warranty replacement are extremely limited. As a result, due to the Company’s warranty policy, the Company did not have any significant warranty expenses to report for the year ended April 30, 2017. Based on these actual expenses, the warranty reserve, as estimated by management as of July 31, 2017 and July 31, 2016 were at $0. Any adjustments to warranty reserves are to be recorded in cost of sales. It is likely that as we start selling higher priced products, that are not affected by federal shipping laws and/or are not single use items (such as eLiquid Juice Vaporizer), we will acquire additional information on the projected costs to service work under warranty and may need to make additional adjustments. Further, a small change in the Company’s warranty estimates may result in a material charge to the Company’s reported financial results. |
Going Concern
Going Concern | 3 Months Ended |
Jul. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | The Company's financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has a limited history and relatively few sales, no certainty of continuation can be stated. The accompanying financial statements for the three months ended July 31, 2017 and 2016 have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has suffered losses from operations and has an accumulated deficit, which raise substantial doubt about its ability to continue as a going concern. Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty. |
Notes Payable
Notes Payable | 3 Months Ended |
Jul. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | On June 15, 2016, the Company issued a convertible promissory note in the amount of $25,000 for future legal work. The note was due on June 14, 2017 and bears interest at 10% per annum. The loan can then be converted into shares of the Company’s common stock at a rate of 80% multiplied by the market price, which is the average of the closing price on the preceding five (5) trading days. The note was converted in October 2016. The Company entered into a note of $150,000 with APO Holdings as part of the acquisition of the 420Cloud software in March 2017. The note was due June 30, 2017. The note was paid through conversion into common stock of the Company through a private placement on July 31, 2017. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Jul. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | In a major transaction, the Company acquired the 420 Cloud software environment which includes, 420 Cloud mobile, 420 Cloud browser, 420 Cloud API, 420 single sign-on mobile wallet, 420 job search, Weedistry, Ehesive, 420 cue, 420 wise guy, and Palm weed. At the end of the fiscal year the software was still in development. The Company launched 420 Cloud mobile on April 20, 2017. During the quarter ending July 31, 2017 the company expended $22,430 towards the development in the 420 Cloud project. We recognize amortization of the software that has been launched. The following is a detail of equipment at July 31, 2017 and April 30, 2017: Property, Plant, and Equipment As of July 31, 2017 April 30, 2017 Office furniture $ 1,792 $ 1,792 Rollies machine 5,066 5,066 Computer equipment 1,544 1,544 420 Cloud 3,086,065 3,063,635 Total acquisition cost $ 3,094,467 $ 3,072,037 Accumulated depreciation 43,921 1,540 Total property, plant, and equipment $ 3,050,546 $ 3,070,497 Depreciation expense on property, plant and equipment was $42,381 and $607 for the three months ended July 31, 2017 and 2016, respectively. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Jul. 31, 2017 | |
Accounts Receivable | |
Accounts Receivable | The Company’s accounts receivable is primarily from its construction segment. We utilize high risks credit card processing companies. Vendors tasked with accepting all credit card payments for purchases from its customers, are typically held in escrow for potential chargebacks. As traditional credit card processing is unavailable in the cannabis markets, we utilize services that require greater holding periods and higher retention requirements. While the Company expects these receivables to be fully collectible it has created an allowance for doubtful accounts for the period. As of July 31, 2017 we have $54,109 in accounts receivable from our retail customers and we maintain a reserve of $11,030. The Company maintains subscription receivables of $366,614 for the exercise of warrants and options. The funds were not received prior to the filing of this report and as such are not incorporated in the balance sheet statement. A complete breakdown of the accounts receivable and subscriptions receivable is as follows: Accounts Receivable July 31, 2017 April 30, 2017 A/R from retail sales $ 54,019 $ 11,030 A/R from direct customers 558,178 149,968 Subscription receivables 366,614 366,614 Allowance for bad debt (11,030) (11,030) Subscription receivable not received by time of filing (366,614) (366,614) Total Accounts Receivable $ 601,167 $ 149,968 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Jul. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets, net amortization over five years for domain names and three years for websites, consisted of the following: Intangible Assets As of July 31, 2017 Weighted Gross Carrying Amount Accumulated Amortization Average Net Carrying Useful Life Amount (in Years) $ $ $ Finite lived intangible assets Website Designs 5 34,314 24,351 9,963 VitaCBD, LLC 5 200,000 20,000 180,000 Total finite lived intangible assets 234,314 44,351 189,963 Infinite lived intangible assets Internet domain names 363,348 - 363,348 Trademarks and intellectual properties 455,637 - 455,637 Total infinite lived intangible assets 818,985 - 818,985 Total Intangible Assets 1,053,299 44,351 1,008,948 Intangible Assets As of April 30, 2017 Weighted Gross Carrying Amount Accumulated Amortization Average Net Carrying Useful Life Amount (in Years) $ $ $ Finite lived intangible assets Website Designs 5 32,944 22,981 9,963 VitaCBD, LLC 5 200,000 20,000 180,000 Total finite lived intangible assets 232,944 42,981 189,963 Infinite lived intangible assets Internet domain names 363,348 - 363,348 Trademarks and intellectual properties 455,637 - 455,637 Total infinite lived intangible assets 818,985 - 818,985 Total Intangible Assets 1,051,929 42,981 1,008,948 The Company operates primarily in five segments; i) construction and consulting, ii) vaporizers, iii) CBD, iv) media, v) cannabis supplies, and vi) corporate. This summary reflects the Company's current segments, as described below. Information concerning the revenues and operating income (loss) for the three months ended July 31, 2017 and 2016, and the identifiable assets for the segments in which the Company operates are shown in the following table: Business Segments For the Period Ended July 31, 2017 Construction Vaporizers CBD Media Supply Corporate Total Revenue $ 2,704,206 $ 226,143 $ 22,088 $ - $ 220,408 $ - $ 3,172,845 Segment Income (Loss) from Operations 235,648 69,032 2,924 (102,674) 5,812 (130,570) 76,923 Total Assets 1,317,347 256,733 551,367 3,044,920 - 2,205,819 7,376,186 Capital Expenditures 738 - - 22,430 - - 23,168 Depreciation and Amortization 130 181 90 41,980 - 10,090 52,471 For the Period Ended July 31, 2016 Construction Vaporizers CBD Media Supply Corporate Total Revenue $ 62,268 $ 123,827 $ 71,707 $ - $ - $ - $ 257,802 Segment Income from Operations (43,797) 29,095 1,742 - - (152,984) (165,944) Total Assets 78,455 - 405,762 - - 239,765 723,982 Capital Expenditures - - 252,566 - - (44,280) 208,286 Depreciation and Amortization - - 7,590 - - 578 8,168 The Company reports all financial information required in accordance with generally accepted accounting principles (GAAP). The Company believes, however, that evaluating its ongoing operating results will be enhanced if it also discloses certain non-GAAP information because it is useful to understand MCIG’s performance that many investors believe may obscure MCIG’s ongoing operational results. |
NonGAAP Accounting and GAAP Rec
NonGAAP Accounting and GAAP Reconciliation Net Income and EBITDA | 3 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
NonGAAP Accounting and GAAP Reconciliation Net Income and EBITDA | For example, MCIG uses non-GAAP net income (Adjusted Net Income), which excludes stock-based compensation, amortization of acquired intangible assets, impairment of intangible assets, costs from acquisitions, restructurings and other infrequently occurring items, non-cash deferred tax provision and litigation and related settlement costs. MCIG uses EBITDA and Adjusted Net Income, which adjusts net income (loss) for amortization of intangible assets, impairment of intangible assets, stock-based compensation, costs related to acquisitions, restructuring and other infrequently occurring items, settlement of litigation, gains or losses on dispositions, pro forma adjustments to exclude lines of business that have been acquired during the periods presented, current cash tax provision, depreciation, and interest expense (income), net. The company believes that excluding certain costs from Adjusted Net Income and EBITDA provides a meaningful indication to investors of the expected on-going operating performance of the company. Whenever MCIG uses such historical non-GAAP financial measures, it provides a reconciliation of historical non-GAAP financial measures to the most closely applicable GAAP financial measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these historical non-GAAP financial measures to their most directly comparable GAAP financial measure. The following tables reflect the non-GAAP Consolidated Statements of Operations for the three months ended July 31, 2017 and July 31, 2016, respectively. mCig, Inc. and SUBSIDIARIES Adjusted Consolidated Statements of Operations (unaudited) For the three months ended July 31, 2017 2016 Sales $ 3,172,845 $ 254,702 Total Cost of Sales 2,768,959 181,401 Gross Profit 403,886 73,301 Selling, general, and administrative 91,137 27,522 Professional Fees 15,286 13,100 Marketing & Advertising 7,003 - Research & Development - - Consultant Fees 161,067 28,155 Depreciation - - Total Operating Expenses 274,493 68,777 Income (Loss) From Operations 129,393 4,524 Other Income (Expense) - - Net Loss Before Non-Controlling Interest 129,393 4,524 Loss Attributable to Non-Controlling Interest - (8,759) Net Income (Loss) Attributable to Controlling Interest $ 129,393 $ 13,283 Basic and Diluted (Loss) Per Share: Income(Loss) per share from Continuing Operations $ 0.00 $ 0.00 Income(Loss) Per Share $ 0.00 $ 0.00 Weighted Average Shares Outstanding - Basic and Diluted 391,366,587 320,316,968 See accompanying notes to unaudited consolidated financial statements. The following table is a reconciliation of the EBITDA and Adjusted Net Income (non-GAAP measures) to the Net Income with the GAAP Consolidated Statements of Operation for the three months ended July 31, 2017 and July 31, 2016, respectively. For the three months ended July 31, CONSOLIDATED STATEMENT of OPERATIONS: 2017 2016 Net Income (Loss) $ 76,923 $ (161,977) Interest - Depreciation and Amortization 52,471 8,168 EBITDA $ 129,393 $ (153,809) Adjustment for Non-Intangible Asset Depreciation - - Stock Based Compensation - 168,300 Gains not in ordinary course of business - (1,208) Settlement - - Adjusted net income $ 129,393 $ 13,283 |
Acquisitions
Acquisitions | 3 Months Ended |
Jul. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | The Company considers FASB 805-10-55, Implementation Guidance and Illustrations for Business Combinations ASU 2017-01, Clarifying the Definition of a Business Domain Acquisitions On May 15, 2016 the Company acquired three domain names. The Company considers the acquisition of these domain names as a purchase of an asset, not a business. In this particular acquisition, we acquired the domain names, which at the time of acquisition had not been utilized in the market. At the time of acquisition, the assets had no operational income and could not generate revenue without the Company developing a business operation for the domain names. The Company considers the acquisition of these domain names as a purchase of an asset, not a business. ASU 2017-01 added two major changes to the current guidance to narrow the application of its definition of a business. Under ASU 2017-01, the first analysis, referred to as the Screen states that if substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set does not qualify as a business. As such, it gets caught in the Screen and will not fall under the rules of ASC 805. In this particular acquisition, we acquired a group of similar identifiable assets, CBD domain names. 100% of the purchase price was allocated for the domain names. In accordance to rule, the following table reflects the determination of the purchase price of the domain names: CBD Domain Name Asset Purchase Price 7,500,000 shares of MCIG stock at fair market value $ 247,500 Total Purchase Price $ 247,500 The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed, and their accounting classifications, at the date of acquisition: CBD Domain Name Accounting Classifications Intangible assets - Domains $ 247,500 Total assets acquired $ 247,500 Additional paid in capital, net stock issuance $ 247,500 Total equity $ 247,500 On June 2 2 The Company recognized a purchase price of the E-Cig business of $68,123. In consideration of FASB 805-55-20 thru 23, E-Cig Business Acquisition Price Balance owed to MCIG as of April 30, 2016 (audited) 186,276 Book value of 172,500,000 shares of OMHE common stock - Payments received between May 1 - June 21, 2016 (23,153) Conversion into Convertible Note on June 3, 2016 (95,000) Balance due on June 22, 2016 (purchase price) 68,123 The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed, and their accounting classifications, at the date of acquisition: E-Cig Accounting Classifications Cash $ 44,281 Accounts Receivable 10,518 Prepaid Expenses 3,300 Inventory 26,608 Intangible assets - website 1,393 Intangible assets - VitaCig Brand 28,820 Related Party Receivable (68,123) Total assets acquired $ 46,797 Current Liabilities $ 12,923 Deferred Revenue 31,874 Due to Related Party 2,000 Total liabilities assumed $ 46,797 The E-Cig business, along with the associated assets and liabilities were subsequently assigned to VitaCig, Inc., a wholly owned subsidiary of MCIG, Inc. Gray Matter, LLC - Cherry Hemp Oil (CHO) On August 15, 2016, the Company entered into an Asset Purchase Agreement with Gray Matter, LLC. The Agreement was consummated on September 1, 2016. The Company acquired all inventory and intellectual property in exchange for $30,000 in common stock. As a condition to this acquisition, the Company entered into a Consulting Agreement with John James Southard who became the President, mCig CBD Division. The purchase price of the assets of Gray Matter, LLC – Cherry Hemp Oil (“CHO”) was $30,000. The Company recognized the purchase of the Cherry Hemp Oil business. The Company issued $30,000 in common stock of MCIG based upon the closing price of stock on the date of the entering into a definitive agreement for the acquisition of CHO (August 15, 2016). In accordance to rule, the following table reflects the determination of the purchase price of the CHO business: CHO Business Acquisition Price 882,353 Shares of MCIG Stock $ 30,000 Total Purchase Price $ 30,000 The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed, and their accounting classifications, at the date of acquisition: CHO Accounting Classifications Cash $ 4,456 Inventory 3,545 Accounts Receivable 87 Intangible assets (Website) 24,457 Total assets acquired $ 32,545 Deferred Revenue $ 545 Due to Related Party 2,000 Total liabilities assumed $ 2,545 Additional paid in capital, net stock issuance $ 30,000 Total equity $ 30,000 Total liabilities assumed and equity increase $ 32,545 The CHO business, along with the associated assets and liabilities were subsequently assigned to MCIG Internet Sales, Inc., a wholly owned subsidiary of MCIG, Inc. Agri-Contractors, LLC On November 1, 2016, the Company entered into an Asset Purchase Agreement with Agri-Contractors, LLC. The Agreement was consummated on November 18, 2016. The Company acquired all intellectual property in exchange for $160,000 in common stock. As a condition to this acquisition, the Company entered into a Consulting Agreement with Robert Kressa II, who became the President and CEO of Grow Contractors Inc., a wholly owned subsidiary of MCIG, Inc. The Company considers the acquisition of Agri-Contractors, LLC as a purchase of an asset, not a business. In this particular acquisition, we acquired a group of similar identifiable assets, the Grow Contractors brand and website. 100% of the purchase price was allocated for to the intangible assets of the brand and website. In accordance to rule, the following table reflects the determination of the purchase price of the Grow Contractors brand and website: Grow Contractors Brand and Website Asset Purchase Price 1,000,000 Shares of MCIG Stock $ 160,000 Total Purchase Price $ 160,000 The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed, and their accounting classifications, at the date of acquisition: Grow Contractors Accounting Classifications Intangible assets - website $ 15,000 Intangible assets - Grow Contractors brand 145,008 Total assets acquired $ 160,008 Other Current Liabilities $ 8 Total liabilities assumed $ 8 Additional paid in capital, net stock issuance $ 160,000 Total equity $ 160,000 Total liabilities assumed and equity increase $ 160,008 Vapolution, Inc. On January 17, 2017, the Company acquired operational control of Vapolution, Inc., through a settlement agreement. Under the terms of the settlement agreement the Company gained operational control of Vapolution, Inc., and the previous owners relinquished back to the Company 1,700,000 shares of MCIG common stock. On January 23, 2014, the Company acquired Vapolution, Inc. for 5,000,000 shares of common stock. The Company issued 2,500,000 on October 30, 2015 with the final installment of 2,500,000 issued on October 1, 2015. In accordance with the agreement mCig, Inc. acquired 100% of Vapolution, Inc., but operational control for the following 10 years remained with the previous owners. Furthermore, the previous owners retained the right to rescind the transaction until June 30, 2017. As such, the Company continues to treat the investment into Vapolution, Inc., as an investment, not a consolidation. The Company’s non-marketable equity investment in Vapolution was recorded using the cost-basis method of accounting, and was previously classified within other long-term assets on the accompanying balance sheet as permitted by FASB ASC 325, “Cost Method Investments”. During 2016 there were no impairment losses. During 2015 the Company recorded an impairment loss of $625,000 related to the investment in Vapolution. The settlement agreement with the previous owners of Vapolution, Inc., returned to the Company 1,700,000 shares of MCIG common stock, $961 in cash, and $40,541 in inventory. In accordance to rule, the following table reflects the determination of the purchase price of the E-Cig business: Vapolution Business Acquisition Price 1,700,000 Shares of MCIG Stock at fair market value $ 680,000 Cash 961 Inventory 40,541 Total Purchase Price $ 721,502 Vapolution Gain on Acquisition Total purchase price $ 721,502 Original purchase price $ 692,500 FY 2015 Impairment recorded 625,000 Preexisting contractual relationship value at time of acquisition $ 67,500 Gain on acquisition $ 654,002 VitaCBD, LLC On February 23, 2017, we entered into a purchase agreement with VitaCBD, LLC where we sold 20% ownership of the intellectual property rights and inventory of the VitaCig brand in exchange for 20% of VitaCBD, LLC. Prior to this, we sold 80% of the intellectual property rights associated with the VitaCBD brand to Stony Hill Corp for $850,000. (See Note 10) Stony Hill Corp incorporated VitaCBD, LLC and simultaneous with MCIG’s assignment, assigned its 80% ownership to VitaCBD, LLC, giving VitaCBD, LLC 100% ownership of the VitaCBD brand. The following chart shows the fair market value of the VitaCBD brand at the time of sale to Stony Hill: Fair Market Value of VitaCBD Brand at Acquisition and Sale Total Stony Hill MCIG VitaCBD Inventory 7,000 7,000 - VitaCBD Trademark 1,484 1,484 - VitaCBD website and design 22,591 22,591 - Intangible Asset - VitaCBD brand 1,031,125 818,925 212,200 Fair market value of VitaCBD brand 1,062,200 850,000 212,200 In consideration of FASB 805-55-20 thru 23 VitaCBD, LLC Gain on Acquisition Fair market value of VitaCBD, LLC at time of acquisition $ 1,062,200 Write down of MCIG 20% value (212,200) Value of VitaCBD, LLC after MCIG write down $ 850,000 MCIG 20% value of VitaCBD, LLC $ 170,000 MCIG book value contribution - Cost basis investment - gain on asset $ 170,000 Vapomins Vertiebsgesellschaft mbH On February 1, 2017, the Company acquired all the intellectual property, to include all federal and international domains, trade secrets, and trademarks, associated with the VitaStik brand. The purchase price was 1,500,000 shares of MCIG, Inc., common stock. The Company considers the acquisition of the VitaStik brand as a purchase of an asset, not a business. In this particular acquisition, we acquired a group of similar identifiable assets, the VitaStik brand, trade secrets, and domain names. The assets have no operational income and cannot generate revenue without major consideration and effort by the Company. In accordance to rule, the following table reflects the determination of the purchase price of the VitaStik brand, trade secrets, and domain names. VitaStik Brand, Trademarks and Domains Asset Purchase Price 1,500,000 Shares of MCIG Stock $ 412,500 Total Purchase Price $ 412,500 The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed, and their accounting classifications, at the date of acquisition: VitaStik Accounting Classifications Intangible assets - domains $ 12,500 Intangible assets - VitaStik trademarks 400,000 Total assets acquired $ 412,500 Additional paid in capital, net stock issuance $ 412,500 Total equity $ 412,500 On March 31, 2017 the Company acquired software code for a cloud based social media platform to be known as 420Cloud. The Company considers the acquisition of 420Cloud as a purchase of an asset, not a business. In this particular acquisition, we acquired software code and supporting functions for five different software packages that had not been finalized, marketed, and launched at the time of acquisition. The Company expects to continue to expend a significant amount of time and capital to further develop the software. At the time of acquisition, the assets have no operational income and could not generate revenue without major consideration and effort by the Company. In accordance to rule, the following table reflects the determination of the purchase price of 420Cloud. 420 Cloud Asset Purchase Price 12,222,222 shares of MCIG stock at fair market value $ 2,994,444 90-day convertible promissory note 150,000 Total Purchase Price $ 3,144,444 The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed, and their accounting classifications, at the date of acquisition: 420Cloud Accounting Classifications Software - 420 Cloud $ 1,100,556 Software - 420 Cloud API System 314,444 Software - WhoDab 314,444 Software - 420 Job Search 786,111 Software - Ehesive 628,889 Total assets acquired $ 3,144,444 Short term note $ 150,000 Total liabilities assumed $ 150,000 Additional paid in capital, net stock issuance $ 2,994,444 Total equity $ 2,994,444 Total liabilities assumed and equity increase $ 3,144,444 Stony Hill Corp In conjunction with the sale of the VitaCBD brand to Stony Hill Corp the Company was issued $700,000 in equity ownership of Stony Hill Corp. On February 13, 2017, we acquired 200,000 shares of Stony Hill Corp at the purchase price of $2.00 per share. On May 13, 2017, the Company was issued an additional 150,000 shares in Stony Hill Corp. We account for this acquisition as a cost basis investment. Pro-forma Financial In accordance with ASC 805-10-50, the Company is providing the following unaudited pro-forma to present a summary of the combined results of the Company’s consolidated operations with the acquisitions as if the acquisitions had been completed as of the beginning of the reporting period. For purposes of this pro-forma, we combined only those acquisitions in which we considered a business acquisition; i.e., E-Cig business, CHO business, and Vapolution business. Pro-forma Financial Statement Incorporating all Acquisitions For period ending July 31, CONSOLIDATED STATEMENT of OPERATIONS: 2017 2016 Sales $ 3,218,684 $ 414,089 Cost of Sales 2,795,156 258,454 Gross Profit 423,828 155,635 Operating Expenses 338,338 314,632 Income (Loss) from Operations 85,190 (158,997) Other Income / (Expense) - - Net Income (Loss) Before Non-Controlling Interest $ 85,190 $ (158,997) Gain Attributable to Non-Controlling Interest - - Net Income (Loss) Attributable to Controlling Interest $ 85,190 $ (158,997) |
Related Parties and Related Par
Related Parties and Related Party Transactions | 3 Months Ended |
Jul. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Parties and Related Party Transactions | During 2016, the Company advanced to Omni Health, Inc., (“OMHE”) $86,012 for internet product sales, and inventory purchases bringing the total outstanding balance due to the Company to $186,276 on April 30, 2016, which was recorded as due from related party. During FY 2017 OMHE paid to the Company $23,153 towards the outstanding liability. On June 22, 2016, the Company entered into a Separation and Share Transfer Agreement with OMHE (See Note 13) bringing the outstanding balance to $95,000 at the time of closing. On October 31, 2016, we converted the note plus the interest earned (outstanding balance of $98,105) into 17,677,058, as per the conversion formula. The fair market value of the stock received was $152,023 at the time of conversion. The Company recognized a gain of $53,918. On May 1, 2016 the Company entered into a Line of Credit Agreement for up to $100,000 with Paul Rosenberg, the Chairman and CEO. The Company will utilize the Line of Credit as needed for day-to-day operations. During this quarter the company utilized $200 under the Line of Credit Agreement and $2,000 was assigned to the Line of Credit from the assumed liability of the VitaCig acquisition to Paul Rosenberg (see Note 8). On May 2, 2016 the Company sold to Paul Rosenberg the bad inventory from the past several years that was written off the previous years at cost. Mr. Rosenberg paid for the bad inventory in cash. The Company had stored $20,730 worth of bad product it needed to destroy, which was not accounted for on its books and records. The Company booked the transaction as revenue. On June 3, 2016 the Company entered into a Convertible Promissory Note with VitaCig, Inc., (VTCQ) in the amount of $95,000 which was accounted for by the reduction of the balance Due from Related Party. The terms of the Convertible Promissory Note include 8% annual interest, and a 25% reduction to the lowest conversion price of the preceding five days before election to convert. Between May 1, 2016 and June 22, 2016, the Company received $21,945 which was paid towards the balance Due from Related Party leaving a balance owed of $68,123 on June 22, 2016, the date of acquisition. The Company purchased the VTCQ business for $68,183 on June 22, 2016 by writing off the remaining balance (excluding the Convertible Promissory Note of $95,000). During the three months ended July 31, 2016, Scalable Solutions, LLC (Scalable) contracted Zoha Development, LLC (Zoha) to provide services to the construction division and paid Zoha $5,655 and has an outstanding balance owed of $10,000 at the end of the fiscal period ending July 31, 2016. The president of Scalable is a managing member of Zoha. On June 7, 2016 the Company issued 2,500,000 shares of common stock ($75,000 in fair market value) to Paul Rosenberg for the acquisition of the domain url www.cbd.biz. See Note 5. On June 8, 2016 Paul Rosenberg, the Company’s CEO and Chairman of the Board, converted 600,000 shares of Series A Preferred into 6,000,000 shares of common stock. On June 22, 2016 the Company acquired the business of VitaCig, Inc., (VTCQ). See Note 7. On April 1, 2017, the Company entered into an employment agreement with Alex Mardikian, the Chief Marketing Officer. The term of the agreement was for a period of one year. The agreement calls for $84,000 per year base salary with various performance based incentives and bonuses. Either party may terminate the agreement upon 30 days written notice to the other party. |
Stockholders Equity
Stockholders Equity | 3 Months Ended |
Jul. 31, 2017 | |
Equity [Abstract] | |
Stockholders Equity | Common Stock As of July 31, 2017, the Company was authorized to issue 560,000,000 common shares at a par value of $0.0001. As of July 31, 2017, the Company had issued and outstanding 392,694,258 common shares. During the three months ended July 31, 2017 the Company issued 4,000,000 under its option plan for services rendered and 2,600,000 shares through a private placement of $650,000. Preferred Stock The Company has authorized 50,000,000 shares of preferred stock, of which it has designated 23,000,000 as Series A Preferred, at $0.0001 par value. The Company has 12,850,000 issued and outstanding as of July 31, 2017. There were a total of 12,850,000 issued and outstanding as of July 31, 2017. Each share of the Preferred Stock has 10 votes on all matters presented to be voted by the holders of the Company’s common stock. |
Stock Option Plan
Stock Option Plan | 3 Months Ended |
Jul. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Plan | Under its Year 2016 Stock Option Plan (the “Plan”), the Company grants stock options for a fixed number of shares to employees and directors with an exercise price equal to the fair market value of the shares at the date of grant. Options granted under the Plan are exercisable at the exercise price of grant and, subject to termination of employment, expire three years from the date of issue, are not transferable other than on death, and vest in monthly installments commencing at various times from the date of grant. As of July 31, 2017, the Company recorded compensation cost of $0 within operating expenses related to stock options granted in 2016. As of July 31, 2017 total compensation cost related to non-vested awards not yet recognized was $0. The weighted average fair value at date of grant for options granted during fiscal 2016 is $0.043 per option. The fair value of each option at date of grant utilized the closing price of the stock on the date of issue. A summary of the Company’s stock option plan as of July 31, 2017 is presented below: Weighted Average Exercise Shares Price Options outstanding at beginning of period 28,800,000 $ 0.1362 Granted 3,000,000 0.107 Forfeited - - Exercised 4,000,000 0.034 Options outstanding at July 31, 2017 27,800,000 $ 0.063 There are currently 28,800,000 unissued options under the 2016 Stock Option Plan. The following table summarizes information for stock options outstanding at July 31, 2017: Options Outstanding Options Exercisable Weighted- Weighted- Weighted- Range of Number Average Average Number Average Exercise Outstanding Remaining Exercise Exercisable Exercise Prices 7/31/17 in years Price 7/31/17 Price $0.034 - $0.107 27,800,000 2.67 $ 0.063 4,900,000 $ 0.034 |
Warrants
Warrants | 3 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Warrants | A summary of warrant activity for period ended July 31, 2017 is as follows: Weighted Average Conversion Shares Price Warrants outstanding at April 30, 2017 32,499,310 $ 0.025 Exercised - $ - Granted - $ - Warrants outstanding at January 31, 2017 32,499,310 $ 0.025 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jul. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report. |
Organization and Basis of Pre19
Organization and Basis of Presentation (Policies) | 3 Months Ended |
Jul. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany accounts and transactions have been eliminated. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Agri-Contractors, LLC (“AGRI”), GigETech, Inc., (“GIGE”), Grow Contractors Inc., (“GROW”), mCig Internet Sales, Inc., (“MINT”), mCig Limited LTD (“MCIG Europe”), Scalable Solutions, LLC (“SS”), Tuero Capital, Inc., (“TUERO”), Vapolution, Inc., (“VAPO”), and VitaCig, Inc., (“VITA”). |
Description of Business | The Company was incorporated in the State of Nevada on December 30, 2010 originally under the name Lifetech Industries, Inc. Effective August 2, 2013, the name was changed from "Lifetech Industries, Inc." to "mCig, Inc." reflecting the new business model. All agreements related to the Lifetech business were terminated and closed as of April 30, 2014. It will not have any impact on the current and future operations because all of these agreements are related to the previous business directions of the Company. The Company initially earned revenue through wholesale and retail sales of electronic cigarettes, vaporizers, and accessories in the United States. It offered electronic cigarettes and related products through its online store at www.mcig.org, as well as through the company’s wholesale, distributor, and retail programs. We expanded operations to include the VitaCig brand in 2014. The Company has been involved in the marijuana, cannabinoid (CBD), and electronic cigarette industries. It currently markets, sales, services, and distributes cannabis wholesale supplies, CBD products, software, and electronic cigarettes, vaporizers, and accessories internationally and in the United States. In FY2015 we began offering hemp based cannabinoid (“CBD”) products through various websites and wholesale distribution. In 2016 the Company expanded its products and services to include construction. In 2017 we added consulting services in the cannabis industry. In addition, we launched a social media platform, 420Cloud, in the cannabis markets. The Company continues to look at strategic acquisitions and product and service developments for future growth. We are currently incubating a cannabis supply company. |
Subsidiaries of the Company | The Company currently operates, in addition to mCig, Inc., nine wholly owned subsidiaries which are consolidated: Agri-Contractors, LLC On November 18, 2016 we acquired, through a Purchase Agreement, Agri-Contractors, LLC. We combined the operations of Agri-Contractors with Grow Contractors Corp and expanded the services to include consulting. We merged the operations of Agri-Contractors, LLC with Grow Contractors in December 2016. Agri-Contractors, LLC provides consulting services to grow facilities, production companies, and dispensaries servicing the cannabis medical and recreational markets. GigETech, Inc. We incorporated GigETech, Inc., in the state of Delaware on April 3, 2017. We then assigned our newly acquired social media platform software to GigETech. We launched the social media platform on April 20, 2017. GigETech, Inc., is a wholly owned subsidiary of the Company. Grow Contractors Inc. The Company incorporated Grow Contractors Inc., on December 5, 2016. Grow Contractors Inc, operates the construction and consulting segment. On November 18, 2016 Grow Contractors Inc., the Company purchased Agri-Contractors, LLC and subsequently merged operations with Grow Contractors Inc. Agri-Contractors, LLC will be absorbed by Grow Contractors Inc., over a period of time yet to be determined. Grow Contractors Inc., is a wholly owned subsidiary of the Company. mCig Internet Sales, Inc. On June 1, 2016, the Company incorporated mCig Internet Sales, Inc., (“mCig Internet”) in the state of Florida in order to operate our CBD business and to consolidate all wholesale and online retail sales from various websites. mCig Internet is a wholly owned subsidiary of the Company. mCig Limited, LTD. We incorporated in May 2017 to provide corporate oversight to MCIG, and its subsidiaries, operations within the European theatre. mCig Limited., was incorporated in the United Kingdom. mCig Limited, is a wholly owned subsidiary of the Company. Scalable Solutions, LLC The Company organized Scalable Solutions, LLC (“SS”) on March 7, 2016 under the laws of the state of Nevada. mCig has been issued 40 membership units and Zoha Development, LLC (“ZOHA”) has been issued 20 units. ZOHA has a ten year option to purchase 40 additional units which expires March 6, 2026. We subsequently closed Scalable Solutions, LLC on December 31, 2016. Tuero Capital, Inc. We incorporated in May 2017 to provide financial services in support of the cannabis industry. Tuero Capital, Inc., was incorporated in the state of Florida, and is a wholly owned subsidiary of the Company. Vapolution, Inc. On January 23, 2014, the Company entered into a Stock Purchase Agreement acquiring 100% ownership in Vapolution, Inc., which manufactures and retails home-use vaporizers. As part of this transaction, .mCig, Inc. issued 5,000,000 common shares to shareholders of Vapolution, Inc. in two separate payments of 2,500,000 common shares. The shareholders of Vapolution, Inc. retained the right to rescind the transaction, which expired on January 23, 2015 but was extended to May 23, 2015. Subsequently, on August 25, 2015, the final payment to the shareholders of Vapolution as extended to September 30, 2015 and the right to rescind the transaction was extended to June 30, 2017. On April 30, 2015 the Company impaired the $625,000 initial investment into Vapolution, Inc., but maintains the $67,500 investment on its balance sheet for the second payment. On January 23, 2014, Paul Rosenberg, CEO of mCig, Inc. cancelled an equal amount (2,500,000 shares) of common shares owned by him resulting in a net non-dilutive transaction to existing mCig, Inc. shareholders. The remaining 2,500,000 of common shares owned by Paul Rosenberg were cancelled to offset the 2,500,000 new shares issued from the treasury to complete the purchase of Vapolution, Inc. On January 17, 2017 the Company entered into a settlement agreement with the previous owners of Vapolution, Inc., whereby they returned to the Company 1,700,000 shares of MCIG common stock, $961 in cash, and $40,541 in inventory. Prior to this, Vapolution was not incorporated in to the consolidated financial statements of the Company. Effective January 17, 2017 we began consolidating Vapolution with the Company’s financial reports. Vapolution, Inc., is wholly owned by mCig, Inc. VitaCig, Inc. On May 26, 2016 we incorporated VitaCig, Inc., (“VitaCig”) in the state of Florida. VitaCig headquarters our global e-cig operations. VitaCig, Inc., is a wholly owned subsidiary of the Company. |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company, the wholly owned subsidiaries of AGRI, GIGE, GROW, MINT, MCIG Europe, TUERO, VAPO, and VITA for the quarter ended July 31, 2017. Significant intercompany balances and transactions have been eliminated. |
Concentration of Credit Risk and Significant Customers | Financial instruments which potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable. The Company places its temporary cash investments with financial institutions insured by the FDIC. Concentrations of credit risk with respect to trade receivables are limited due to the diverse group of customers to whom the Company sells. The Company establishes an allowance for doubtful accounts when events and circumstances regarding the collectability of its receivables warrant based upon factors such as the credit risk of specific customers, historical trends, other information and past bad debt history. The outstanding balances are stated net of an allowance for doubtful accounts. For the 3 months ended July 31, 2017, sales to the Company’s primary three customers accounted for approximately 85.2% of revenues and 92.8% of accounts receivable. For the 3 months ended July 31, 2016 the Company’s recognized no significant customers. |
Segment Information | In accordance with the provisions of SFAS No. 131 Disclosures about Segments of an Enterprise and Related Information, Segment Subsidiary Construction and Consulting Scalable Solutions, Inc. Grow Contractors, Inc. Agri-Contractors, LLC CBD mCig Internet Sales, Inc. Vaporizer VitaCig, Inc. Vapolution, Inc. Media GigETech, Inc. Tuero Capital, Inc. Cannabis Supplies mCig, Inc. We began recording segments in 2017. Originally, we tracked our segments as i) construction, ii) retail, and iii) wholesale. During the third quarter of 2017, our chief operating decision maker, who is also our Chief Executive Officer, requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance. As a result, we report our financial performance based on our new segments described in Note 8 – Segment Information. We have recast certain prior period amounts to conform to the way we internally manage and monitor segment performance during 2017. This change had no impact on consolidated net income or cash flows. Business Segments Total Revenue Percentage of Total Revenue Three Months Ended July 31, Three Months Ended July 31, 2017 2016 2017 2016 Consulting and Construction $ 2,704,206 $ 62,268 85.2% 24.4% CBD 22,088 71,707 0.7% 28.3% Vaporizers 226,143 120,727 7.1% 47.3% Media - - 0.0% 0.0% Supplies 220,408 - 6.9% 0.0% Corporate - - 0.0% 0.0% Total $ 3,172,845 $ 254,702 100.0% 100.0% |
Inventory | In accordance with ASU 2015-11 – Inventory (Topic 330) – Simplifying the Measurement of Inventory As of July 31, 2017, the Company had no allowance for obsolescence. The level of inventory maintained by the Company is insignificant and is typically ordered on an as needed basis, or just-in-time. |
Property, Plant and Equipment | Property, plant and equipment (“PPE”) are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, improvements and major replacements that extend the life of the asset are capitalized. Depreciation and amortization is recorded using the straight-line method over the estimated useful lives of depreciable assets, which are generally three to five years. The Company classifies its software under the Financial Accounting Standards Advisory Board (FASAB) Statement of Federal Financial Accounting Standards (SFFAS) No. 10, Accounting for Internal Use Software, and the Governmental Accounting Standards Board (GASB) Statement No. 42, Accounting of Costs of Computer Software Developed or Obtained for Internal Use. When software is used in providing goods and services it is classified as PPE. The Company considers its 420 Cloud software as a major part of the Company’s operations that is intended to provide profits. |
Accounts Receivable | The Company’s accounts receivable in its construction and retail segments. As the retail division is either paid through credit card processing and prepaid wholesale purchases, the Company projects insignificant amounts of outstanding accounts receivable for its retail division. The Company recognizes receipt of payment at the time the funds are deposited with the merchant services account of the Company. When the merchant services vendor determines to maintain a reserve for potential refunds and chargebacks, the Company reviews the reserve, to i) determine if the reserve is probably uncollectible, and ii) if a loss is probable, a reasonable estimate of the amount of the loss. We then allocate a portion of the reserve for bad debt, in accordance with FASB ASC 450-20-25-2 |
Intangible Assets | The Company’s intangible assets consist of certain website development costs that is amortized over their useful life in accordance with the guidelines of ASC 350-30 General Intangible Other than Goodwill ASC 350-50 Website Development Costs |
Basic and Diluted Net Loss Per Share | The Company follows ASC Topic 260 – Earnings Per Share FASB 2015-06, Earnings Per Share Basic net earnings (loss) per common share are computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares consist of Series A convertible preferred stock, convertible debentures, stock options and warrant common stock equivalent shares. |
Concentration of Credit Risk | Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash and trade receivables. Concentrations of credit risk with respect to trade receivables are limited due to the clients that comprise our customer base and their dispersion across different business and geographic areas. We estimate and maintain an allowance for potentially uncollectible accounts and such estimates have historically been within management's expectations. We rely almost exclusively on one Chinese factory as our principle supplier for our e-cig products. Therefore, our ability to maintain operations is dependent on this third-party manufacturer. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company may occasionally maintain amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high quality financial institutions. The Company had $904,914 and $0 in excess of federally insured limits at April 30, 2017 and 2016. Financial instruments which potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable. The Company places its temporary cash investments with financial institutions insured by the FDIC. Concentrations of credit risk with respect to trade receivables are limited due to the diverse group of customers to whom the Company sells. The Company establishes an allowance for doubtful accounts when events and circumstances regarding the collectability of its receivables warrant based upon factors such as the credit risk of specific customers, historical trends, other information and past bad debt history. The outstanding balances are stated net of an allowance for doubtful accounts. For the 3 months ended July 31, 2017, sales to the Company’s primary three customers accounted for approximately 85.2% of revenues and 92.8% of accounts receivable. For the 3 months ended July 31, 2016 the Company’s recognized no significant customers. |
Cost-Basis Investments | The Company’s non-marketable equity investment in Vapolution and Stony Hill Corp is recorded using the cost-basis method of accounting, and is classified within other long-term assets on the accompanying balance sheet as permitted by FASB ASC 325, “Cost Method Investments |
Equity-Basis Investments | The Company accounted for its original ownership of VitaCig, Inc., (Nevada) as an equity-basis investment. As of July 31, 2017, and July 31, 2016, there is no net book value of the ownership of VitaCig, as the pro-rata value after the Spin-off and the impairment of the investment in VitaCig. On June 22, 2016, the Company reduced its ownership of VitaCig, Inc., to 57,500,000 through a Separation and Transfer Agreement where the Company acquired the business operations of VitaCig in exchange for selling back to the treasury of VitaCig, Inc., (Nevada) 172,500,000. |
Warranties | Warranty reserves include management’s best estimate of the projected costs to repair or to replace any items under warranty, based on actual warranty experience as it becomes available and other known factors that may impact the Company’s evaluation of historical data. Management reviews mCig’s reserves at least quarterly to ensure that its accruals are adequate in meeting expected future warranty obligations, and the Company will adjust its estimates as needed. Initial warranty data can be limited early in the launch of a product and accordingly, the adjustments that are recorded may be material.. As a result, the products that can be returned as a warranty replacement are extremely limited. As a result, due to the Company’s warranty policy, the Company did not have any significant warranty expenses to report for the year ended April 30, 2017. Based on these actual expenses, the warranty reserve, as estimated by management as of July 31, 2017 and July 31, 2016 were at $0. Any adjustments to warranty reserves are to be recorded in cost of sales. It is likely that as we start selling higher priced products, that are not affected by federal shipping laws and/or are not single use items (such as eLiquid Juice Vaporizer), we will acquire additional information on the projected costs to service work under warranty and may need to make additional adjustments. Further, a small change in the Company’s warranty estimates may result in a material charge to the Company’s reported financial results. |
Organization and Basis of Pre20
Organization and Basis of Presentation (Tables) | 3 Months Ended |
Jul. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Business Segments | Business Segments Total Revenue Percentage of Total Revenue Three Months Ended July 31, Three Months Ended July 31, 2017 2016 2017 2016 Consulting and Construction $ 2,704,206 $ 62,268 85.2% 24.4% CBD 22,088 71,707 0.7% 28.3% Vaporizers 226,143 120,727 7.1% 47.3% Media - - 0.0% 0.0% Supplies 220,408 - 6.9% 0.0% Corporate - - 0.0% 0.0% Total $ 3,172,845 $ 254,702 100.0% 100.0% |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Jul. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property, Plant, and Equipment As of July 31, 2017 April 30, 2017 Office furniture $ 1,792 $ 1,792 Rollies machine 5,066 5,066 Computer equipment 1,544 1,544 420 Cloud 3,086,065 3,063,635 Total acquisition cost $ 3,094,467 $ 3,072,037 Accumulated depreciation 43,921 1,540 Total property, plant, and equipment $ 3,050,546 $ 3,070,497 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Schedule of Accounts Receivable | Accounts Receivable July 31, 2017 April 30, 2017 A/R from retail sales $ 54,019 $ 11,030 A/R from direct customers 558,178 149,968 Subscription receivables 366,614 366,614 Allowance for bad debt (11,030) (11,030) Subscription receivable not received by time of filing (366,614) (366,614) Total Accounts Receivable $ 601,167 $ 149,968 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended | 12 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | Apr. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Schedule of Intangible Assets | Intangible Assets As of July 31, 2017 Weighted Gross Carrying Amount Accumulated Amortization Average Net Carrying Useful Life Amount (in Years) $ $ $ Finite lived intangible assets Website Designs 5 34,314 24,351 9,963 VitaCBD, LLC 5 200,000 20,000 180,000 Total finite lived intangible assets 234,314 44,351 189,963 Infinite lived intangible assets Internet domain names 363,348 - 363,348 Trademarks and intellectual properties 455,637 - 455,637 Total infinite lived intangible assets 818,985 - 818,985 Total Intangible Assets 1,053,299 44,351 1,008,948 | Intangible Assets As of April 30, 2017 Weighted Gross Carrying Amount Accumulated Amortization Average Net Carrying Useful Life Amount (in Years) $ $ $ Finite lived intangible assets Website Designs 5 32,944 22,981 9,963 VitaCBD, LLC 5 200,000 20,000 180,000 Total finite lived intangible assets 232,944 42,981 189,963 Infinite lived intangible assets Internet domain names 363,348 - 363,348 Trademarks and intellectual properties 455,637 - 455,637 Total infinite lived intangible assets 818,985 - 818,985 Total Intangible Assets 1,051,929 42,981 1,008,948 | |
Schedule of Segment Reporting | Business Segments For the Period Ended July 31, 2017 Construction Vaporizers CBD Media Supply Corporate Total Revenue $ 2,704,206 $ 226,143 $ 22,088 $ - $ 220,408 $ - $ 3,172,845 Segment Income (Loss) from Operations 235,648 69,032 2,924 (102,674) 5,812 (130,570) 76,923 Total Assets 1,317,347 256,733 551,367 3,044,920 - 2,205,819 7,376,186 Capital Expenditures 738 - - 22,430 - - 23,168 Depreciation and Amortization 130 181 90 41,980 - 10,090 52,471 | For the Period Ended July 31, 2016 Construction Vaporizers CBD Media Supply Corporate Total Revenue $ 62,268 $ 123,827 $ 71,707 $ - $ - $ - $ 257,802 Segment Income from Operations (43,797) 29,095 1,742 - - (152,984) (165,944) Total Assets 78,455 - 405,762 - - 239,765 723,982 Capital Expenditures - - 252,566 - - (44,280) 208,286 Depreciation and Amortization - - 7,590 - - 578 8,168 |
NonGAAP Accounting and GAAP R24
NonGAAP Accounting and GAAP Reconciliation Net Income and EBITDA (Tables) | 3 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Schedule of NonGAAP Consolidated Statements of Operations | mCig, Inc. and SUBSIDIARIES Adjusted Consolidated Statements of Operations (unaudited) For the three months ended July 31, 2017 2016 Sales $ 3,172,845 $ 254,702 Total Cost of Sales 2,768,959 181,401 Gross Profit 403,886 73,301 Selling, general, and administrative 91,137 27,522 Professional Fees 15,286 13,100 Marketing & Advertising 7,003 - Research & Development - - Consultant Fees 161,067 28,155 Depreciation - - Total Operating Expenses 274,493 68,777 Income (Loss) From Operations 129,393 4,524 Other Income (Expense) - - Net Loss Before Non-Controlling Interest 129,393 4,524 Loss Attributable to Non-Controlling Interest - (8,759) Net Income (Loss) Attributable to Controlling Interest $ 129,393 $ 13,283 Basic and Diluted (Loss) Per Share: Income(Loss) per share from Continuing Operations $ 0.00 $ 0.00 Income(Loss) Per Share $ 0.00 $ 0.00 Weighted Average Shares Outstanding - Basic and Diluted 391,366,587 320,316,968 See accompanying notes to unaudited consolidated financial statements. |
Schedule of Reconciliation | For the three months ended July 31, CONSOLIDATED STATEMENT of OPERATIONS: 2017 2016 Net Income (Loss) $ 76,923 $ (161,977) Interest - Depreciation and Amortization 52,471 8,168 EBITDA $ 129,393 $ (153,809) Adjustment for Non-Intangible Asset Depreciation - - Stock Based Compensation - 168,300 Gains not in ordinary course of business - (1,208) Settlement - - Adjusted net income $ 129,393 $ 13,283 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Jul. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Acquisition #4 | CBD Domain Name Asset Purchase Price 7,500,000 shares of MCIG stock at fair market value $ 247,500 Total Purchase Price $ 247,500 CBD Domain Name Accounting Classifications Intangible assets - Domains $ 247,500 Total assets acquired $ 247,500 Additional paid in capital, net stock issuance $ 247,500 Total equity $ 247,500 |
Schedule of Acquisition #5 | E-Cig Business Acquisition Price Balance owed to MCIG as of April 30, 2016 (audited) 186,276 Book value of 172,500,000 shares of OMHE common stock - Payments received between May 1 - June 21, 2016 (23,153) Conversion into Convertible Note on June 3, 2016 (95,000) Balance due on June 22, 2016 (purchase price) 68,123 E-Cig Accounting Classifications Cash $ 44,281 Accounts Receivable 10,518 Prepaid Expenses 3,300 Inventory 26,608 Intangible assets - website 1,393 Intangible assets - VitaCig Brand 28,820 Related Party Receivable (68,123) Total assets acquired $ 46,797 Current Liabilities $ 12,923 Deferred Revenue 31,874 Due to Related Party 2,000 Total liabilities assumed $ 46,797 |
Schedule of Acquisition #6 | CHO Business Acquisition Price 882,353 Shares of MCIG Stock $ 30,000 Total Purchase Price $ 30,000 CHO Accounting Classifications Cash $ 4,456 Inventory 3,545 Accounts Receivable 87 Intangible assets (Website) 24,457 Total assets acquired $ 32,545 Deferred Revenue $ 545 Due to Related Party 2,000 Total liabilities assumed $ 2,545 Additional paid in capital, net stock issuance $ 30,000 Total equity $ 30,000 Total liabilities assumed and equity increase $ 32,545 |
Schedule of Acquisition #7 | Grow Contractors Brand and Website Asset Purchase Price 1,000,000 Shares of MCIG Stock $ 160,000 Total Purchase Price $ 160,000 Grow Contractors Accounting Classifications Intangible assets - website $ 15,000 Intangible assets - Grow Contractors brand 145,008 Total assets acquired $ 160,008 Other Current Liabilities $ 8 Total liabilities assumed $ 8 Additional paid in capital, net stock issuance $ 160,000 Total equity $ 160,000 Total liabilities assumed and equity increase $ 160,008 |
Schedule of Acquisition #8 | Vapolution Business Acquisition Price 1,700,000 Shares of MCIG Stock at fair market value $ 680,000 Cash 961 Inventory 40,541 Total Purchase Price $ 721,502 Vapolution Gain on Acquisition Total purchase price $ 721,502 Original purchase price $ 692,500 FY 2015 Impairment recorded 625,000 Preexisting contractual relationship value at time of acquisition $ 67,500 Gain on acquisition |
Schedule of Acquisition #9 | Fair Market Value of VitaCBD Brand at Acquisition and Sale Total Stony Hill MCIG VitaCBD Inventory 7,000 7,000 - VitaCBD Trademark 1,484 1,484 - VitaCBD website and design 22,591 22,591 - Intangible Asset - VitaCBD brand 1,031,125 818,925 212,200 Fair market value of VitaCBD brand 1,062,200 850,000 212,200 VitaCBD, LLC Gain on Acquisition Fair market value of VitaCBD, LLC at time of acquisition $ 1,062,200 Write down of MCIG 20% value (212,200) Value of VitaCBD, LLC after MCIG write down $ 850,000 MCIG 20% value of VitaCBD, LLC $ 170,000 MCIG book value contribution - Cost basis investment - gain on asset $ 170,000 |
Schedule of Acquisition #10 | VitaStik Brand, Trademarks and Domains Asset Purchase Price 1,500,000 Shares of MCIG Stock $ 412,500 Total Purchase Price $ 412,500 VitaStik Accounting Classifications Intangible assets - domains $ 12,500 Intangible assets - VitaStik trademarks 400,000 Total assets acquired $ 412,500 Additional paid in capital, net stock issuance $ 412,500 Total equity $ 412,500 |
Schedule of Acquisition #11 | 420 Cloud Asset Purchase Price 12,222,222 shares of MCIG stock at fair market value $ 2,994,444 90-day convertible promissory note 150,000 Total Purchase Price $ 3,144,444 420Cloud Accounting Classifications Software - 420 Cloud $ 1,100,556 Software - 420 Cloud API System 314,444 Software - WhoDab 314,444 Software - 420 Job Search 786,111 Software - Ehesive 628,889 Total assets acquired $ 3,144,444 Short term note $ 150,000 Total liabilities assumed $ 150,000 Additional paid in capital, net stock issuance $ 2,994,444 Total equity $ 2,994,444 Total liabilities assumed and equity increase $ 3,144,444 |
Schedule of Consolidated Statement of Operations Pro-forma | Pro-forma Financial Statement Incorporating all Acquisitions For period ending July 31, CONSOLIDATED STATEMENT of OPERATIONS: 2017 2016 Sales $ 3,218,684 $ 414,089 Cost of Sales 2,795,156 258,454 Gross Profit 423,828 155,635 Operating Expenses 338,338 314,632 Income (Loss) from Operations 85,190 (158,997) Other Income / (Expense) - - Net Income (Loss) Before Non-Controlling Interest $ 85,190 $ (158,997) Gain Attributable to Non-Controlling Interest - - Net Income (Loss) Attributable to Controlling Interest $ 85,190 $ (158,997) |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 3 Months Ended |
Jul. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Option Activity | Weighted Average Exercise Shares Price Options outstanding at beginning of period 28,800,000 $ 0.1362 Granted 3,000,000 0.107 Forfeited - - Exercised 4,000,000 0.034 Options outstanding at July 31, 2017 27,800,000 $ 0.063 |
Schedule of Value of Options | Options Outstanding Options Exercisable Weighted- Weighted- Weighted- Range of Number Average Average Number Average Exercise Outstanding Remaining Exercise Exercisable Exercise Prices 7/31/17 in years Price 7/31/17 Price $0.034 - $0.107 27,800,000 2.67 $ 0.063 4,900,000 $ 0.034 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Schedule of Warrant Activity | Weighted Average Conversion Shares Price Warrants outstanding at April 30, 2017 32,499,310 $ 0.025 Exercised - $ - Granted - $ - Warrants outstanding at January 31, 2017 32,499,310 $ 0.025 |
Organization and Basis of Pre28
Organization and Basis of Presentation - Schedule of Business Segments (Details) - USD ($) | 3 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Construction Segment | ||
Revenue | $ 2,704,203 | $ 62,268 |
Percentage of Total Revenue | 85.20% | 24.40% |
CBD Segment | ||
Revenue | $ 22,088 | $ 71,707 |
Percentage of Total Revenue | 7.00% | 28.30% |
Vaporizers Segment | ||
Revenue | $ 226,143 | $ 123,827 |
Percentage of Total Revenue | 7.10% | 47.30% |
Media Segment | ||
Revenue | ||
Percentage of Total Revenue | 0.00% | 0.00% |
Cannabis Supplies Segment | ||
Revenue | $ 220,408 | |
Percentage of Total Revenue | 6.90% | 0.00% |
Corporate Segment | ||
Revenue | ||
Percentage of Total Revenue | 0.00% | 0.00% |
Total | ||
Revenue | $ 3,172,845 | $ 257,802 |
Percentage of Total Revenue | 100.00% | 100.00% |
Organization and Basis of Pre29
Organization and Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | ||
Jul. 31, 2017 | Apr. 30, 2017 | Jul. 31, 2016 | |
Date of Incorporation | Dec. 30, 2010 | ||
Current Fiscal Year End Date | --04-30 | ||
Reserve for uncollected accounts | $ 11,030 | $ 11,030 | $ 11,030 |
Subsidiary #1 | |||
Date of Agreement | May 26, 2016 | ||
Percentage of Ownership | 100.00% | ||
Subsidiary #2 | |||
Date of Agreement | Jan. 23, 2014 | ||
Percentage of Ownership | 100.00% | ||
Subsidiary #3 | |||
Date of Incorporation | Mar. 7, 2016 | ||
Percentage of Ownership | 100.00% | ||
Subsidiary #4 | |||
Date of Incorporation | Jun. 1, 2016 | ||
Percentage of Ownership | 100.00% | ||
Subsidiary #5 | |||
Date of Incorporation | Dec. 5, 2016 | ||
Percentage of Ownership | 100.00% | ||
Subsidiary #6 | |||
Date of Incorporation | Apr. 3, 2017 | ||
Percentage of Ownership | 100.00% | ||
Subsidiary #7 | |||
Date of Incorporation | Nov. 18, 2016 | ||
Percentage of Ownership | 100.00% | ||
Subsidiary #8 | |||
Date of Incorporation | May 31, 2017 | ||
Percentage of Ownership | 100.00% | ||
Subsidiary #9 | |||
Date of Incorporation | May 31, 2017 | ||
Percentage of Ownership | 100.00% | ||
Significant Customers | |||
Percentage of Revenue | 85.20% | ||
Percentage of Accounts Receivable | 85.20% |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | 3 Months Ended |
Jul. 31, 2017USD ($) | |
Convert Prom Note #2 | |
Debt Instrument, Issuance Date | Jun. 15, 2016 |
Convertible Notes Payable | $ 25,000 |
Interest rate | 10.00% |
Conversion Description | The loan can then be converted into shares of the Company’s common stock at a rate of 80% multiplied by the market price, which is the average of the closing price on the preceding five (5) trading days. |
Maturity Date | Jun. 14, 2017 |
Convert Prom Note #3 | |
Convertible Notes Payable | $ 150,000 |
Maturity Date | Jun. 30, 2017 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Jul. 31, 2017 | Apr. 30, 2017 |
Depreciation | $ (42,921) | $ (1,540) |
Total Property and Equipment | 3,050,546 | 3,070,497 |
Office Equipment | ||
Equipment Expense | 1,792 | 1,792 |
Other Machinery | ||
Equipment Expense | 5,066 | 5,066 |
Computer Equipment | ||
Equipment Expense | 1,544 | 1,544 |
420 Cloud | ||
Equipment Expense | 3,063,635 | 3,063,635 |
Total | ||
Depreciation | $ (43,921) | $ (1,540) |
Property, Plant and Equipment32
Property, Plant and Equipment (Details Narrative) - USD ($) | Jul. 31, 2017 | Apr. 30, 2017 |
Property Plant And Equipment Details Narrative | ||
Depreciation | $ (42,921) | $ (1,540) |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Schedule of Accounts Receivable (Details) - USD ($) | Jul. 31, 2017 | Apr. 30, 2017 |
Accounts Receivable, Net | $ 601,167 | $ 149,968 |
Retail Sales | ||
Accounts Receivable, Net | 54,019 | 11,030 |
Customer Receivable | ||
Accounts Receivable, Net | 558,178 | 149,968 |
Subscription Receivable | ||
Accounts Receivable, Net | 366,614 | 366,614 |
Allowance for bad debt | ||
Accounts Receivable, Net | (11,030) | (11,030) |
Subscription Receivable, Not Received | ||
Accounts Receivable, Net | $ (366,614) | $ (366,614) |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) | Jul. 31, 2017 | Apr. 30, 2017 | Jul. 31, 2016 |
Reserve for uncollected accounts | $ 11,030 | $ 11,030 | $ 11,030 |
Subscription receivables | (366,614) | ||
Accounts Receivable, Net | 601,167 | 149,968 | |
Retail Sales | |||
Accounts Receivable, Net | $ 54,019 | $ 11,030 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Jul. 31, 2017 | Apr. 30, 2017 | |
Finite Lived intangible assets, net carrying amount | $ 1,008,948 | $ 1,018,302 |
Indefinite Lived intangible assets, accumuldated amortization | 44,351 | 42,981 |
Total Intangible Assets | 1,008,948 | 1,008,948 |
Internet Domains | ||
Indefinite Lived intangible assets, gross carrying amount | 363,348 | 363,348 |
Indefinite Lived intangible assets, accumuldated amortization | ||
Indefinite Lived intangible assets, net carrying amount | 363,348 | 363,348 |
IP | ||
Indefinite Lived intangible assets, gross carrying amount | 455,637 | 455,637 |
Indefinite Lived intangible assets, accumuldated amortization | ||
Indefinite Lived intangible assets, net carrying amount | 455,637 | 455,637 |
Total | ||
Indefinite Lived intangible assets, gross carrying amount | 818,985 | 818,985 |
Indefinite Lived intangible assets, accumuldated amortization | ||
Indefinite Lived intangible assets, net carrying amount | 818,985 | 818,985 |
Website Designs | ||
Finite Lived intangible assets, gross carrying amount | 34,314 | 32,944 |
Finite Lived intangible assets, accumulated amortization | 24,351 | 22,981 |
Finite Lived intangible assets, net carrying amount | $ 9,963 | 9,963 |
Intangible Assets, Useful Life | 5 years | |
VitaCBD | ||
Finite Lived intangible assets, gross carrying amount | $ 200,000 | 200,000 |
Finite Lived intangible assets, accumulated amortization | 20,000 | 20,000 |
Finite Lived intangible assets, net carrying amount | $ 180,000 | 180,000 |
Intangible Assets, Useful Life | 5 years | |
Total | ||
Finite Lived intangible assets, gross carrying amount | $ 234,314 | 232,944 |
Finite Lived intangible assets, accumulated amortization | 44,351 | 42,981 |
Finite Lived intangible assets, net carrying amount | $ 189,963 | $ 189,963 |
Intangible Assets - Schedule 36
Intangible Assets - Schedule of Segment Reporting (Details) - USD ($) | 3 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Depreciation and Amortization | $ 52,471 | $ 8,168 |
Construction Segment | ||
Revenue | 2,704,203 | 62,268 |
Segment Income (Loss) from Operations | 235,648 | (43,797) |
Total Assets | 1,317,347 | 78,455 |
Capital Expenditures | 732 | |
Depreciation and Amortization | 130 | |
Vaporizers Segment | ||
Revenue | 226,143 | 123,827 |
Segment Income (Loss) from Operations | 69,032 | 29,095 |
Total Assets | 256,733 | |
Capital Expenditures | ||
Depreciation and Amortization | 181 | |
CBD Segment | ||
Revenue | 22,088 | 71,707 |
Segment Income (Loss) from Operations | 2,924 | 1,742 |
Total Assets | 551,367 | 405,762 |
Capital Expenditures | 252,566 | |
Depreciation and Amortization | 90 | 7,590 |
Media Segment | ||
Revenue | ||
Segment Income (Loss) from Operations | (102,674) | |
Total Assets | 3,044,920 | |
Capital Expenditures | 22,430 | |
Depreciation and Amortization | 41,980 | |
Cannabis Supplies Segment | ||
Revenue | 220,408 | |
Segment Income (Loss) from Operations | 5,196 | |
Total Assets | ||
Capital Expenditures | ||
Depreciation and Amortization | ||
Corporate Segment | ||
Revenue | ||
Segment Income (Loss) from Operations | (130,570) | (153,984) |
Total Assets | 2,205,819 | 239,765 |
Capital Expenditures | (44,280) | |
Depreciation and Amortization | 10,090 | 578 |
Total | ||
Revenue | 3,172,845 | 257,802 |
Segment Income (Loss) from Operations | 76,923 | (165,944) |
Total Assets | 7,376,186 | 723,982 |
Capital Expenditures | 23,168 | 208,286 |
Depreciation and Amortization | $ 52,471 | $ 8,168 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Intangible Assets Details Narrative | ||
Amortization expense | $ 788 | $ 7,616 |
Intangible Assets, Useful Life | 36 months |
NonGAAP Accounting and GAAP R38
NonGAAP Accounting and GAAP Reconciliation Net Income and EBITDA - Schedule of Non-GAAP Consolidated Statements of Operations (Details) - USD ($) | 3 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Sales | $ 3,172,845 | $ 254,702 |
Total Cost of Sales | 2,768,959 | 181,401 |
Gross Profit | 403,886 | 73,301 |
Selling, general, and administrative | 91,137 | 27,522 |
Professional Fees | 15,286 | 13,100 |
Marketing & advertising | 7,003 | |
Consultant Fees | 161,068 | 28,155 |
Depreciation | 52,471 | 8,168 |
Total Operating Expenses | 326,965 | 245,245 |
Loss From Operations | 76,921 | (171,944) |
Other Income (Expense) | 1,208 | |
Net income (loss) before non-controlling interest | 76,921 | (170,736) |
Net income (loss) attributable to controlling interest | $ 76,921 | $ (161,977) |
Basic and diluted (Loss) per share: | ||
Income(Loss) per share from continuing operations | $ 0 | $ 0 |
Income(Loss) per share | $ 0 | $ 0 |
Weighted average shares outstanding - basic and diluted | 391,366,587 | 320,316,968 |
Adjustments | ||
Sales | $ 3,172,845 | $ 254,702 |
Total Cost of Sales | 2,768,959 | 181,401 |
Gross Profit | 403,886 | 73,301 |
Selling, general, and administrative | 91,137 | 27,522 |
Professional Fees | 15,286 | 13,100 |
Marketing & advertising | 7,003 | |
Research and development | ||
Consultant Fees | 161,067 | 28,155 |
Depreciation | ||
Total Operating Expenses | 274,493 | 68,777 |
Loss From Operations | 129,393 | 4,524 |
Other Income (Expense) | ||
Net income (loss) before non-controlling interest | 129,393 | 4,524 |
Net income (loss) attributable to controlling interest | $ 76,923 | $ (161,977) |
Basic and diluted (Loss) per share: | ||
Income(Loss) per share from continuing operations | $ 0 | $ 0 |
Income(Loss) per share | $ 0 | $ 0 |
Weighted average shares outstanding - basic and diluted | 391,366,587 | 320,316,968 |
NonGAAP Accounting and GAAP R39
NonGAAP Accounting and GAAP Reconciliation Net Income and EBITDA - Schedule of Reconciliation (Details) | 3 Months Ended | |
Jul. 31, 2017USD ($) | Jul. 31, 2016USD ($) | |
Net income (loss) before non-controlling interest | $ 76,921 | $ (161,977) |
Depreciation and Amortization | 52,471 | 8,168 |
Stock Based Compensation | 168,300 | |
Reconciliation | ||
Net income (loss) before non-controlling interest | 76,923 | (161,977) |
Interest | ||
Depreciation and Amortization | $ 52,471 | $ 8,168 |
EBITDA | 129,393 | (153,809) |
Adjustment for Non-Intangible Asset Depreciation | ||
Gains not in ordinary course of business | (1,208) | |
Stock Based Compensation | 168,300 | |
Settlement | ||
Adjusted Net Income | $ 129,393 | $ 13,283 |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquisitions (Details) - USD ($) | Jul. 31, 2017 | Apr. 30, 2017 |
Intangible assets, net | $ 1,008,948 | $ 1,008,948 |
Total assets | 7,386,186 | 6,978,274 |
Additional paid in capital | 11,768,181 | 11,118,841 |
Total Liabilities | 1,312,361 | 1,631,370 |
Cash and cash equivalents | 1,687,596 | 1,634,662 |
Accounts receivable, net | 601,167 | 149,968 |
Prepaid expenses | 86,415 | 147,015 |
Inventory | 47,962 | 54,278 |
Deferred revenue | 172,097 | 517,033 |
Total current liabilities | 1,312,361 | 1,631,370 |
Due to shareholder | 183,723 | 173,312 |
Notes receivable | 1,529 | $ 1,529 |
CBD | ||
Intangible assets, net | 247,500 | |
Total assets | 247,500 | |
Additional paid in capital | 247,500 | |
Total Liabilities | 247,500 | |
E-Cig | ||
Total assets | 46,797 | |
Total Liabilities | 46,797 | |
Cash and cash equivalents | 44,281 | |
Accounts receivable, net | 10,518 | |
Prepaid expenses | 3,300 | |
Inventory | 26,608 | |
Intangible assets - brand | 1,393 | |
Intangible assets - website | 28,820 | |
Related Party Receivable | (68,123) | |
Deferred revenue | 31,874 | |
Total current liabilities | 12,923 | |
Due to shareholder | 2,000 | |
CHO | ||
Total assets | 32,545 | |
Additional paid in capital | 30,000 | |
Total Liabilities | 32,545 | |
Cash and cash equivalents | 4,456 | |
Accounts receivable, net | 87 | |
Inventory | 3,545 | |
Intangible assets - website | 24,457 | |
Deferred revenue | 545 | |
Total current liabilities | 2,545 | |
Due to shareholder | 2,000 | |
Agri-Contractors | ||
Total assets | 160,008 | |
Additional paid in capital | 160,000 | |
Total Liabilities | 160,008 | |
Intangible assets - brand | 145,008 | |
Intangible assets - website | 15,000 | |
Total current liabilities | 8 | |
Vapolution | ||
Cash and cash equivalents | 961 | |
Inventory | 40,541 | |
VitaCBD | ||
Intangible assets, net | 1,031,125 | |
Inventory | 7,000 | |
Intangible assets - website | 22,591 | |
Intangible assets - trademarks | 1,484 | |
Fair market value | 1,062,200 | |
VitaStick | ||
Total assets | 412,500 | |
Additional paid in capital | 412,500 | |
Total Liabilities | 412,500 | |
Intangible assets - website | 12,500 | |
Intangible assets - trademarks | 400,000 | |
420 Cloud | ||
Total assets | 3,144,444 | |
Additional paid in capital | 2,994,444 | |
Total Liabilities | 3,144,444 | |
Intangible assets - software | 3,144,444 | |
Total current liabilities | 150,000 | |
Notes receivable | $ 150,000 |
Acquisitions - Schedule of Cons
Acquisitions - Schedule of Consolidated Statement of Operations Pro-forma (Details) - USD ($) | 3 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Sales | $ 3,172,845 | $ 254,702 |
Total Cost of Sales | 2,768,959 | 181,401 |
Gross Profit | 403,886 | 73,301 |
Total Operating Expenses | 326,965 | 245,245 |
Loss From Operations | 76,921 | (171,944) |
Other Income (Expense) | 1,208 | |
Net income (loss) before non-controlling interest | 76,921 | (170,736) |
Net Income(Loss) Attributable to Controlling Interest | 76,921 | (161,977) |
Pro Forma | ||
Sales | 3,218,684 | 414,089 |
Total Cost of Sales | 2,795,156 | 258,454 |
Gross Profit | 423,828 | 155,635 |
Total Operating Expenses | 338,338 | 314,632 |
Loss From Operations | 85,190 | (158,997) |
Other Income (Expense) | ||
Net income (loss) before non-controlling interest | 85,190 | (158,997) |
Gain Attributable to Non-Controlling Interest | ||
Net Income(Loss) Attributable to Controlling Interest | $ 85,190 | $ (158,997) |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | 3 Months Ended | |
Jul. 31, 2017 | Apr. 30, 2017 | |
VitaCBD | ||
Date of Agreement | Feb. 23, 2017 | |
Percentage of Ownership | 0.00% | |
Finite Lived intangible assets, gross carrying amount | $ 200,000 | $ 200,000 |
Intangible Assets, Useful Life | 5 years | |
Finite Lived intangible assets, accumulated amortization | $ 20,000 | $ 20,000 |
Fair Value of intangible asset | $ 212,200 | |
CBD | ||
Date of Agreement | May 15, 2016 | |
Shares Issued, Purchase of Assets | 7,500,000 | |
Shares Issued, Purchase of Assets, Value | $ 247,500 | |
E-Cig | ||
Date of Agreement | Jun. 22, 2016 | |
Due from related party | $ 186,276 | |
Payments received | (23,153) | |
Debt Instrument, Conversion | (95,000) | |
Purchase of Assets | $ 68,123 | |
CHO | ||
Date of Agreement | Aug. 15, 2016 | |
Shares Issued, Purchase of Assets | 882,353 | |
Shares Issued, Purchase of Assets, Value | $ 30,000 | |
Agri-Contractors | ||
Date of Agreement | Nov. 18, 2016 | |
Shares Issued, Purchase of Assets | 1,000,000 | |
Shares Issued, Purchase of Assets, Value | $ 160,000 | |
Vapolution | ||
Date of Agreement | Jan. 23, 2014 | |
Shares Issued, Purchase of Assets | 5,000,000 | |
Settlement Agmt | ||
Date of Agreement | Jan. 17, 2017 | |
Shares Issued, Purchase of Assets, Value | $ 721,502 | |
Stock returned in settlement of Vapolution, shares | (1,700,000) | |
Purchase of Assets | $ 692,500 | |
Impairment Loss | 625,000 | |
Shares Issued for Acquisition of Vapolution | 67,500 | |
Gain on acquisition | $ 654,002 | |
VitaStick | ||
Date of Agreement | Feb. 1, 2017 | |
Shares Issued, Purchase of Assets | 1,500,000 | |
Shares Issued, Purchase of Assets, Value | $ 412,500 | |
420 Cloud | ||
Date of Agreement | Mar. 31, 2017 | |
Shares Issued, Purchase of Assets | 12,222,222 | |
Shares Issued, Purchase of Assets, Value | $ 2,994,444 | |
Debt Instrument, Conversion | $ 150,000 | |
Stony Hill | ||
Date of Issuance | Feb. 13, 2017 | |
Stock received by Stony Hill Corp for VitaCBD brand | $ 700,000 |
Related Parties and Related P43
Related Parties and Related Party Transactions (Details Narrative) | 3 Months Ended |
Jul. 31, 2017USD ($)shares | |
Line of Credit Agmt | |
Date of Agreement | May 1, 2017 |
Line of Credit, Borrowing Capacity | $ 100,000 |
Line of Credit, Borrowed | $ 2,200 |
CEO | |
Date of Agreement | May 2, 2016 |
Related Party, Receivable | $ 20,730 |
Convert Prom Note #1 | |
Related Party, Receivable | $ 21,945 |
Debt Instrument, Issuance Date | Jun. 3, 2016 |
Convertible Notes Payable | $ 95,000 |
Interest rate | 8.00% |
Conversion Description | 25% reduction to the lowest conversion price of the preceding five days before election to convert |
Purchase of Assets | $ 68,183 |
CMO | |
Date of Agreement | Apr. 1, 2017 |
Salary, Due | $ 84,000 |
CEO Issuance #2 | |
Date of Issuance | Jun. 7, 2016 |
Shares Issued, Purchase of Assets | shares | 2,500,000 |
Shares Issued, Purchase of Assets, Value | $ 75,000 |
CEO Issuance | |
Date of Issuance | Jun. 8, 2016 |
Preferred Stock, Series A, Shares Converted | shares | 600,000 |
Shares Issued, Conversion, Shares | shares | 6,000,000 |
Gain on acquisition | $ 53,918 |
Debt Instrument, Converted Amount | $ 98,105 |
OMHE | |
Date of Agreement | Jun. 22, 2016 |
Date of Issuance | Oct. 31, 2016 |
Related Party, Receivable | $ 23,153 |
Shares Issued, Conversion, Shares | shares | 17,677,058 |
Advances to Related Party | $ 86,012 |
Due from Related Party | 186,276 |
Stock Issued, Value | $ 152,023 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - $ / shares | 3 Months Ended | |
Jul. 31, 2017 | Apr. 30, 2017 | |
Equity [Abstract] | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 560,000,000 | 560,000,000 |
Common Stock, Issued | 392,694,258 | 386,094,258 |
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Issued | 12,850,000 | 12,850,000 |
Preferred Stock, Series A, Designated | 23,000,000 | |
Preferred Stock, Series A, Par Value | $ 0.0001 | |
Preferred Stock, Convertible Feature | Each share of the Preferred Stock has 10 votes on all matters presented to be voted by the holders of the Company’s common stock. |
Stock Option Plan - Schedule of
Stock Option Plan - Schedule of Option Activity (Details) - $ / shares | 3 Months Ended | |
Jul. 31, 2017 | Jul. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Beginning Balance, number of shares | 28,800,000 | |
Beginning Balance, weighted average exercise price | 0.1362 | |
Options granted, number of shares | 3,000,000 | |
Options granted, weighted average exercise price | ||
Options forfeited, number of shares | ||
Options forfeited, weighted average exercise price | ||
Options exercised, number of shares | 4,000,000 | |
Options exercised, weighted average exercise price | 0.034 | |
Options expired, number of shares | ||
Options expired, weighted average exercise price | ||
Ending Balance, number of shares | 27,800,000 | 28,800,000 |
Ending Balance, weighted average exercise price | 0.063 | 0.1362 |
Stock Option Plan - Schedule 46
Stock Option Plan - Schedule of Value of Options (Details) | 3 Months Ended |
Jul. 31, 2017$ / sharesshares | |
Expected life | 2 years 11 months |
Minimum | |
Exercise Price | $ 0.034 |
Maximum | |
Exercise Price | $ 0.107 |
Options Outstanding | |
Options | shares | 27,800,000 |
Weighted Average Exercise Price | $ 0.063 |
Options Exercisable | |
Options | shares | 4,900,000 |
Weighted Average Exercise Price | $ 0.034 |
Warrants - Schedule of Warrant
Warrants - Schedule of Warrant Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Jul. 31, 2017 | Apr. 30, 2017 | |
Notes to Financial Statements | ||
Beginning Balance, Issued Warrants | 32,499,310 | |
Beginning Balance, Average Exercise Price | $ 0.25 | |
Issued, Warrants | ||
Issued, Average Exercise Price | ||
Exercised, Warrants | ||
Exercised, Average Exercise Price | ||
Expired Warrants | ||
Expired Average Exercise Price | ||
Ending Balance, Issued Warrants | 32,499,310 | 32,499,310 |
Ending Balance, Average Exercise Price | $ 0.25 | $ 0.25 |