Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Jul. 24, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | MaryJane Group, Inc. | |
Entity Central Index Key | 1,554,225 | |
Document Type | 10-K | |
Document Period End Date | Apr. 30, 2015 | |
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? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Public Float | $ 857,833,086 | |
Entity Common Stock, Shares Outstanding | 903,901,699 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2,015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Apr. 30, 2015 | Apr. 30, 2014 |
Assets, Current | ||
Cash | $ 44,990 | $ 3,431 |
Prepaid Expense | 39,808 | 10,149 |
Employee advances | 55 | 3,300 |
Assets, Current | 84,853 | 16,880 |
Fixed assets, net | 18,313 | 51,436 |
Security deposit | 14,500 | 10,000 |
Total assets | 117,666 | 78,316 |
Current Liabilities: | ||
Convertible notes payable, net of debt discount of $417,752 and $0, respectively | 327,549 | 75,000 |
Accounts Payable, Current | 23,056 | $ 12,358 |
Promissory note | 17,160 | |
Other Liabilities, Current | $ 287,879 | $ 50,223 |
Bank overdraft | 13,757 | |
Total current liabilities | $ 655,644 | $ 151,338 |
Long-term Liabilities: | ||
Convertible notes payable, net of debt discount of $23,237 and $0, respectively | $ 4,263 | |
Convertible debentures | $ 90,000 | |
Accrued interest | $ 603 | $ 506 |
Derivative liabilities | 203,145 | |
Total long-term liabilities | 208,011 | $ 90,506 |
Total liabilities | $ 863,655 | $ 241,844 |
Commitments and Contingencies | ||
Stockholders' Deficit: | ||
Preferred stock - par value $0.001; 2,000,000 shares authorized; no shares issued and outstanding | ||
Common stock - par value $0.001; 2,000,000,000 shares authorized; 30,637,844 and 17,860,000 issued and outstanding, respectively | $ 30,638 | $ 17,860 |
Additional paid in capital | 2,211,957 | $ 72,076 |
Prepaid services | (54,536) | |
Accumulated deficit | (2,934,048) | $ (253,464) |
Total stockholders' equity (deficit) | (745,989) | (163,528) |
Total liabilities and stockholders' equity (deficit) | $ 117,666 | $ 78,316 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Apr. 30, 2015 | Apr. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Debt Discount on Convertible notes payable | $ 0 | |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares, Outstanding | 0 | 0 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares Issued | 30,637,844 | 17,860,000 |
Common Stock, Shares, Outstanding | 30,637,844 | 17,860,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATION (Unaudited) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Income Statement [Abstract] | ||
Revenue | $ 609,113 | $ 16,234 |
Cost of goods sold | 415,669 | 6,168 |
Gross profit | 193,444 | 10,066 |
Operating Expenses | ||
General and administration | 2,291,155 | 232,586 |
Sales and marketing | 19,906 | 5,892 |
Depreciation | 5,608 | 8,986 |
Total operating expenses | 2,316,669 | 247,464 |
Operating loss | (2,123,225) | $ (237,398) |
Other income and (expense) | ||
Miscellaneous income | 25,301 | |
Interest expense | (529,563) | $ (742) |
Disposal of fixed assets | (49,142) | |
Change in fair value of derivative liability | (3,955) | |
Total other income (expense) | (557,359) | $ (742) |
Loss before taxes | $ (2,680,584) | $ (238,140) |
Provision for income taxes | ||
Net loss | $ (2,680,584) | $ (238,140) |
Loss per share, basic and diluted | $ (0.14) | $ (0.02) |
Weighted average number of shares outstanding | 19,400,827 | 13,729,347 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock | Additional Paid-In Capital | Prepaid Services | Accumulated Deficit | Total |
Beginning Balance at Apr. 30, 2013 | $ 9,140 | $ 10,260 | $ (15,324) | $ 4,076 | |
Beginning Balance, in shares at Apr. 30, 2013 | 9,140,000 | ||||
Issuance of shares pursuant to stock purchase agreement | $ 1,220 | $ 10,980 | 12,200 | ||
Issuance of shares pursuant to stock purchase agreement, in shares | 1,220,000 | ||||
Shares issued to acquire Capital Growth Corporation | $ 5,000 | 5,000 | |||
Shares issued to acquire Capital Growth Corporation, in shares | 5,000,000 | ||||
Shares issued to acquire the Mary Jane Group of companies | $ 2,500 | $ 43,566 | 46,066 | ||
Shares issued to acquire the Mary Jane Group of companies, in shares | 2,500,000 | ||||
Forgiveness of related party loan | $ 7,270 | $ 7,270 | |||
Issuance of shares for services | |||||
Derivative liability associated with convertible debt | |||||
Debt discount associated with convertible debt | |||||
Warrants issued for services | |||||
Net loss | $ (238,140) | $ (238,140) | |||
Ending balance at Apr. 30, 2014 | $ 17,860 | $ 72,076 | $ (253,464) | (163,528) | |
Ending Balance, in shares at Apr. 30, 2014 | 17,860,000 | ||||
Issuance of shares pursuant to stock purchase agreement | $ 700 | 14,300 | $ 15,000 | ||
Issuance of shares pursuant to stock purchase agreement, in shares | 700,000 | ||||
Forgiveness of related party loan | |||||
Issuance of shares pursuant to debt conversion agreements | $ 9,291 | 105,508 | $ 114,799 | ||
Issuance of shares pursuant to debt conversion agreements, in shares | 9,290,844 | ||||
Issuance of shares pursuant to employment agreements | $ 1,605 | 852,245 | 853,850 | ||
Issuance of shares pursuant to employment agreements | 1,605,000 | ||||
Issuance of shares for services | $ 1,182 | 285,882 | 110,264 | ||
Issuance of shares for services, in shares | 1,182,000 | ||||
Derivative liability associated with convertible debt | (199,190) | (199,190) | |||
Debt discount associated with convertible debt | 919,690 | 919,690 | |||
Warrants issued for services | $ 161,446 | 161,446 | |||
Prepaid services, net of amortization | $ (54,536) | (54,536) | |||
Net loss | $ (2,680,584) | (2,680,584) | |||
Ending balance at Apr. 30, 2015 | $ 30,638 | $ 2,211,957 | $ (54,536) | $ (2,934,048) | $ (745,989) |
Ending Balance, in shares at Apr. 30, 2015 | 30,637,844 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (2,680,584) | $ (238,140) |
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities: | ||
Effect of merger and recapitalization pursuant to execution of Security Exchange Agreements | (7,124) | |
Depreciation | $ 5,608 | $ 8,986 |
Amortization of prepaid services | 799,314 | |
Amortization of debt discount | 478,701 | |
Amortization of prepaid expenses | 120,492 | |
Warrants issued for services | 161,446 | |
Common stock issued for services | 110,264 | |
Change in fair value of derivative liability | 3,955 | |
Disposal of fixed assets | $ 49,142 | |
Change in operating assets and liabilities: | ||
Prepaid expense | $ (10,149) | |
Other current assets | $ 13,394 | (3,300) |
Accounts payable | 12,198 | 12,358 |
Bank overdraft | (13,756) | 13,757 |
Other current liabilities | 257,155 | 50,224 |
Other long-term liabilities | 97 | 505 |
Net cash flows used in operating activities | (682,574) | (172,883) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Security deposit | (4,500) | (10,000) |
Purchase of fixed assets | $ (6,627) | (7,232) |
Proceeds from acquisitions | 5,000 | |
Net cash flows used in investing activities | $ (11,127) | (12,232) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible promissory notes | 703,100 | $ 75,000 |
Proceeds from promissory note | 39,000 | |
Proceeds from sale of common stock | 15,000 | $ 12,200 |
Payment of promissory note | $ (21,840) | |
Proceeds from convertible debentures | $ 90,000 | |
Net cash flows provided by financing activities | $ 735,260 | 177,200 |
Increase (decrease) in cash | 41,559 | (7,915) |
Cash, beginning of period | 3,431 | 11,346 |
Cash, end of period | 44,990 | $ 3,431 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | $ 9,128 | |
Cash paid for income taxes | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES: | ||
Shares issued with employment agreements | $ 853,850 | |
Shares issued for services | 161,800 | |
Shares issued to acquire fixed assets | $ 15,000 | |
Shares issued to acquire the Mary Jane companies | $ 46,066 | |
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES: | ||
Debt discount associated with convertible debt | $ 919,690 | |
Derivative liability associated with convertible debt | (199,190) | |
Shares issued for convertible debt | 114,799 | |
Warrants issued as loan inducement | $ 8,894 | |
Forgiveness of related party loan | $ 7,270 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 12 Months Ended |
Apr. 30, 2015 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 ORGANIZATION AND NATURE OF BUSINESS The MaryJane Group, Inc., f/k/a Pladeo Corp., a Nevada corporation (the Company) was incorporated in Nevada on February 16, 2012 for the purpose of developing online chat systems free of charge. The Company was unable to raise sufficient funds to implement its business plan. As a result of being unable to properly fund and build our business of developing online chart systems, we were considered a shell company under the rules of the Commission. On February 26, 2014, Joel Schneider, entered into a share purchase agreement with Lisbeth Guerrero, the Companys former sole officer and director, pursuant to which he purchased 8,000,000 shares of the Companys common stock, representing 77.2% of the issued and outstanding shares of the Companys common stock on that date (the Share Purchase Agreement) On February 27, 2014, we entered into and closed a Securities Exchange Agreement by and among the Company, Capital Growth Corporation, a Colorado corporation (CGC) and the shareholders of CGC on February 27, 2014 (the CGC Acquisition) and a Securities Exchange Agreement between the Company and the managing member of Mary Jane Entertainment, LLC, Mile High Times, LLC, Mary Jane Tours, LLC, and Dab City Radio, LLC, each a Colorado limited liability company (referred to individually by name or collectively as the Mary Jane companies) (the Mary Jane companies Acquisition). , the Company changed its name to The MaryJane Group, Inc. Subsequent to completing the CGC and Mary Jane companies Acquisitions, we formed the following Colorado limited liability corporations as wholly-owned subsidiaries, namely: Mary Jane Glassworks, LLC and Bud and Breakfast, LLC, (both organized on April 10, 2014), Mary Jane Hospitality, LLC and Mary Jane Events, LLC (both organized on July 22, 2014), and Mary Jane Designs, LLC (organized on August 28, 2014). In an effort to streamline the operation, on November 21, 2014, we dissolved the following entities; Mary Jane Tours, LLC; (ii) Mile High Times, LLC; (iii) Dab City Radio, LLC; and (iv) Mary Jane Glassworks, LLC. Change in Officers On June 8, 2014, Jose Ramirez, our Chief Operating Officer, tendered his 60-day resignation. We accepted his resignation as Chief Operating Officer and the Board of Directors requested that the resignation take effect immediately rather than in 60-days to allow the Board of Directors to immediately commence a search for his replacement. Mr. Ramirez remained as a member of the Board of Directors until he was removed on July 14, 2014. On June 27, 2014, we entered into an Executive Employment Agreement with Charles G. Berkowitz wherein Mr. Berkowitz was hired to serve as our Chief Operating Officer for an initial term of three years. Upon execution of the Agreement, Mr. Berkowitz was issued 250,000 shares of our common stock. On August 29, 2014, our Board of Directors terminated the Executive Employment Agreement for cause retroactive to August 4, 2014. Overview of Operating Businesses Our primary focus includes providing lodging, events, spa services and brand merchandising concentrated in the cannabis industry. Our operating subsidiaries, as outlined herein, were formed for the purpose of providing financing to assist Colorado marijuana growers, providing cannabis-friendly lodging and providing value added services of information and entertainment to consumers supporting the recreational marijuana industry. While our services are currently concentrated only in Colorado, we believe that our business model can easily be expanded as recreational marijuana becomes legal in other states. Legalization of recreational marijuana initially in Colorado and Washington and the growing number of jurisdictions with medical marijuana laws spawned a Green Rush in America in 2014. On January 1, 2014, the State of Colorado became the first state to legalize the use of recreational marijuana. Colorado residents, who are at least 21 years of age with photo identification, may legally purchase as much as one ounce of marijuana in a single transaction. Non-Colorado residents, bearing the same identification, may purchase as much as one-quarter ounce. Marijuana cannot be consumed in any public space, including the shops where it was purchased. In 2015, Oregon, Alaska and the District of Columbia legalized marijuana for recreational use; however, sales currently remain banned in the District. Additionally, 23 states have legalized marijuana for medical purposes. Capital Growth Corporation, organized on February 4, 2014 (Capital Growth), was formed for the purpose of providing short- and long-term financing to assist growers and retail establishments engaged in the manufacture and distribution of recreational marijuana within the State of Colorado. Since its formation, Capital Growth has not entered into any funding transactions. The Company utilizes Capital Growth as a business development company. Mary Jane Entertainment, LLC was formed to provide contracted limousine and party-bus services and currently continues to operate on a limited basis. Bud and Breakfast, LLC was formed to operate and manage our two marijuana-friendly Bud + Breakfast locations with a third location opening in mid-July 2015. We intend to actively seek additional Bud + Breakfast locations. Mary Jane Hospitality, LLC was formed to seek additional lodging and hospitality businesses located in Colorado, and to also seek the same type of businesses in other jurisdictions as recreational marijuana becomes legal in other states. Mary Jane Events, LLC was formed for the purposes of planning private and corporate events focused upon the recreational/medicinal marijuana industry. Mary Jane Designs, LLC was formed to expand and promote our branded merchandise at our properties. Fiscal year end We elected April 30 th Basis of presentation and going concern uncertainty The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (GAAP), which contemplates continuation of the Company as a going concern, dependent upon our ability, among other matters, to establish itself as a profitable business. At April 30, 2015, we had an accumulated deficit of $2,934,048 and for the years ended April 30, 2015 and 2014, incurred losses of $2,680,584 and $238,140, respectively. Our ability to continue in business is dependent upon obtaining sufficient financing or attaining profitable operations. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations, and therefore, these matters raise substantial doubt about our ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties, nor do they include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Apr. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash For purposes of the Statements of Cash Flows, we consider amounts held by financial institutions and short-term investments with an original maturity of 90 days or less at the time of purchase to be cash and cash equivalents. Beginning January 1, 2013, insurance coverage reverted to $250,000 per depositor at each financial institution, and our non-interest bearing cash balances may exceed federally insured limits. We had no interest-bearing amounts on deposit in excess of federally insured limits at April 30, 2015 and 2014. Trade Accounts Receivable Trade accounts receivable are customer obligations due under normal trade terms. We provide an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Trade accounts receivable passed due by more than 90 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluations, results of collection efforts, and specific circumstances of the customer. Recoveries of accounts previously written off are recorded as reductions of bad debt expense when received. At April 30, 2015 and 2014, we had no trade accounts receivable. Fixed Assets Fixed assets are stated at cost, net of accumulated depreciation. Maintenance and repair costs, which do not significantly extend the useful lives of the respective assets, are charged to operating expenses as incurred. We use the straight-line method of depreciation for its property and equipment based on the estimated useful lives of the assets, generally three to five years. Revenue Recognition We recognize revenue in accordance with ASC Topic 605, Revenue Recognition Fair Value of Financial Instruments Our financial instruments consist primarily of receivables, accounts payable, accrued expenses and short- and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximates our fair value because of the short-term maturity of such instruments. We have elected not to carry our debt instruments at fair value. The carrying amount of our debt approximates fair value. Interest rates that are currently available to us for issuance of short- and long-term debt with similar terms and remaining maturities are used to estimate the fair value of the our short- and long-term debt and would be considered Level 3 inputs under the fair value hierarchy. We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with GAAP. Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on a hierarchy of inputs, as follows: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 Unobservable inputs for the asset or liability. The Companys financial assets and liabilities recorded at fair value on a recurring basis include the fair value of warrant liability as detailed below. The fair value of this warrant liability is included in long-term liabilities on the accompanying consolidated financial statements. The following table provides the financial assets and liabilities reported at fair value and measured on a recurring basis: Description Assets/ Quoted Prices Significant Significant Fair value of warrant liability $ (203,145 ) $ $ $ (203,145 ) The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the year ended April 30, 2015 Fair Value Balance at April 30, 2014 $ Issuances of derivative liabilities (199,190 ) Change in fair value of derivative liabilities (3,955 ) Transfers in and/out of Level 3 Ending balance at April 30, 2015 $ (203,145 ) The above table of Level 3 liabilities begins with the prior period balance and adjusts the balance for changes that occurred during the current period. The ending balance of the Level 3 securities presented above represent our best estimates and may not be substantiated by comparisons to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. In accordance with ASC Topic 740, Income Taxes Basic Income (Loss) Per Share We calculate earnings per share (EPS) in accordance with ASC Topic 260, Earnings Per Share, computed based on the weighted average number of common shares outstanding plus all potentially dilutive common shares outstanding during the period. Such potential dilutive common shares consist of convertible debt, stock options and warrants to purchase common stock of the Company. Potential common shares totaling 428,143,468 and 1,497,000 at April 30, 2015 and 2014, respectively, have been excluded from the diluted earnings per share calculation as they are anti-dilutive due to our reported net loss. Stock Based Compensation We recognize compensation expense for all stock based payments granted based on the grant date fair value estimated in accordance with ASC Topic 718, Share Based Payments Use of Estimates Our consolidated financial statements have been prepared in accordance GAAP. The preparation of these consolidated financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies, on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Recently Issued and Newly Adopted Accounting Pronouncements During the year ended April 30, 2015 and through this date, the Financial Accounting Standards Board has issued various Accounting Standards Updates through Accounting Standards Codification No. 2015-11, most of which are specific in nature. We have made a determination that these updates do not currently impact our financial reporting process and we do not believe that they will materially affect us in the future. Reclassifications Certain 2014 amounts have been reclassified to conform to current year presentation. |
FIXED ASSETS
FIXED ASSETS | 12 Months Ended |
Apr. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 3 FIXED ASSETS Fixed assets consist of the following: April 30, 2015 2014 Furniture and fixtures $ 23,194 $ 19,752 Leasehold improvements 2,320 Equipment 865 40,670 26,379 60,422 Less: accumulated depreciation (8,066 ) (8,986 ) TOTAL PROPERTY AND EQUIPMENT $ 18,313 $ 51,436 Depreciation expense for the years ended April 30, 2015 and 2014 was $5,608 and $8,986, respectively. |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 12 Months Ended |
Apr. 30, 2015 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | NOTE 4 CONVERTIBLE PROMISSORY NOTES A summary of our convertible promissory notes is as follows: Issue Date Interest Original Current Conversion Rate 4/07/14 5% $ 50,000 $ (1) NA 4/07/14 5% $ 35,000 (2) NA 4/23/14 10% $ 48,500 (3) NA 4/30/14 8% $ 50,000 50,000 (4) NA 5/21/14 8% $ 50,000 (5) NA 6/16/14 8% $ 23,750 23,750 $1.00 per share 7/01/14 8% $ 23,750 23,750 $1.00 per share 7/10/14 8% $ 36,000 (6) NA 8/13/14 8% $ 61,600 59,839 (7) 60% discount to the lowest daily volume weighted average price for (i) the 20 trading days immediately prior to the original issue date or (ii) the 20 trading days prior to the date of conversion 9/12/14 8% $ 52,500 42,500 (8) 43% discount of the lowest trading price of our Common Stock for the 18 days prior to conversion 9/30/14 8% $ 86,000 77,876 (9) lesser of $0.10 or a 45% discount to the market price 10/22/14 10% $ 60,000 41,250 (10) $0.25 per share, subject to certain adjustments 11/26/14 8% $ 50,000 50,000 45% discount to the average of the lowest two trading prices during the twenty-five trading day period ending on the latest complete trading day prior to the date of conversion 12/22/14 10% $ 50,000 50,000 lesser of $0.08 or a 50% discount to the market price during the 20 consecutive trading days prior to the conversion date 3/13/15 8% $ 52,500 52,500 (8) 43% discount of the lowest trading price of our Common Stock for the 18 days prior to conversion 3/16/15 5% $ 99,340 $ 47,840 (11) Lesser of (i) a 50% discount to the market price during the 20 consecutive trading days prior to the conversion date or (ii) $0.001 3/20/15 8% $ 50,000 50,000 45% discount to the average of the lowest two trading prices during the twenty-five trading day period ending on the latest complete trading day prior to the date of conversion 4/2/15 8% $ 73,500 73,500 (12) 4/2/15 8% $ 42,000 42,000 4/10/15 10% $ 25,000 25,000 48% discount from the lowest intra-day trading price for the 15 days prior to the date of conversion 4/20/15 8% $ 53,244 35,496 (13) 48% discount from the lowest intra-day trading price for the 15 days prior to the date of conversion 745,301 Unamortized debt discount (417,752 ) $ 327,549 Â (1) This convertible note (including principal and accrued interest) was purchased by a third party on March 16, 2015. See #11 above and below. (2) This convertible note (including principal and accrued interest) was purchased by a third party on April 2, 2015. See #12 above and below. (3) This convertible note (including principal and accrued interest) was purchased by a third party on April 20, 2015. See (#13) above and below. (4) At April 30, 2014, this convertible note was in default, however it was purchased by a third party on May 22, 2015. See Note 11. (5) This convertible note (including principal and accrued interest) was combined with #6 (see above and below) and replaced with #9 (see above and below) on September 30, 2014. (6) This convertible note (including principal and accrued interest) was combined with #5 (see above and below) and replaced with #9 (see above and below) on September 30, 2014. (7) This convertible note (including principal and accrued interest) was transferred from long term convertible debt on February 9, 2015. See #3 in Note 7. We also issued a Common Stock Purchase Warrant for the purchase of 513,333 shares of our Common. The five-year warrant is exercisable at $0.132 per share and contains provisions for a cashless exercise. (8) On September 12, 2014, we issued two 8% Convertible Redeemable Notes each in the amount of $52,500 for an aggregate principal amount of $105,000 (the First September 2014 Note and Second September 2014 Note). On September 17, 2014, we received payment of $45,000, net of legal fees of $2,500 and finders fees of $5,000, under the First September 2014 Note. On March 13, 2015, we received payment of $45,000, net of legal fees of $2,500 and finders fees of $5,000, under the Second September 2014 Note. Prior to April 30, 2014, $10,000 was converted into 570,342 shares of our Common Stock. (9) This convertible note replaced #s 5 and 6 above on September 30, 2014, and contained provisions wherein we (i) issued 350,000 shares of our Common Stock to the entity and (ii) canceled 62,500 warrants to purchase shares of our Common Stock and 125,000 previously authorized but unissued warrants to purchase shares of our Common Stock. On April 29, 2015, $8,124 was converted into 889,814 shares of our Common Stock. (10) This convertible note (including principal and accrued interest) was transferred from long term convertible debt on March 22, and the original issue discount of $5,000, was funded on October 22, 2014 and was immediately deemed eligible for conversion. The funding of the remaining three tranches in the amount of $50,000 each (net of the original issue discount of $5,000) is yet to be determined, but will be deemed eligible for conversion on the date of funding. In conjunction with the issuance of the October Note, we issued four warrants to purchase shares of our Common Stock (Warrant(s)) (designated Warrant #1, Warrant #2, Warrant #3 and Warrant #4). Warrant #1 is for the purchase of 176,471 shares of our Common Stock. Warrants #2, #3 and #4 are for an amount determined by dividing $27,500 by our Common Stocks market price on the date corresponding with the second, third and fourth funding. Prior to April 30, 2015, $21,861 was converted into 2,186,087 shares of our Common Stock. (11) This convertible note was purchased from #1 above, and #1 in Note 7. On April 7, April 15, April 22, and April 30, 2015, $25,000, $10,000, $10,000, and $6,000 were converted into 616,523, 1,000,000, 1,000,000, and 1,274,510 shares of our Common Stock, respectively. (12) This convertible note was purchased from #2 above, and #2 in Note 7. (13) This convertible note was purchased from #3 above. On April 23, 2015, $17,748 was converted into 1,613,445 shares of our Common Stock. |
PROMISSORY NOTES
PROMISSORY NOTES | 12 Months Ended |
Apr. 30, 2015 | |
Notes to Financial Statements | |
PROMISSORY NOTES | NOTE 5 PROMISSORY NOTES On February 12, 2015, we entered into a loan agreement with an entity and borrowed $39,000. Pursuant to the terms of the loan agreement, we are required to make 100 equal installments of $553, or an aggregate of $55,300, to repay the principal balance and interest in full. |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Apr. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 6 OTHER CURRENT LIABILITIES Other current liabilities consist of the following: April 30, 2015 2014 Payroll tax liability $ 182,142 $ 13,290 Accrued IRS and state interest and penalties 41,812 Accrued lodging and sales tax 35,269 Accrued interest expense 22,373 236 Accrued payroll 4,424 24,508 Other current liabilities 1,858 499 Accrued outside services 11,690 TOTAL OTHER CURRENT LIABILITIES $ 287,878 $ 50,223 |
LONG-TERM LIABILITIES
LONG-TERM LIABILITIES | 12 Months Ended |
Apr. 30, 2015 | |
Debt Disclosure [Abstract] | |
LONG-TERM LIABILITIES | NOTE 7 LONG-TERM CONVERTIBLE DEBT A summary of our long-term convertible promissory notes is as follows: Issue Date Interest Original Current Conversion Rate 3/20/14 5% $ 45,000 $ (1) NA 3/20/14 5% $ 45,000 (2) NA 8/13/14 8% $ 61,600 (3) NA 10/22/14 10% $ 60,000 (4) NA 2/9/15 10% $ 27,500 27,500 (5) 60% discount to the lowest daily volume weighted average price for (i) the 20 trading days immediately prior to the original issue date or (ii) the 20 trading days prior to the date of conversion 27,500 Unamortized debt discount (23,237 ) $ 4,263 Â (1) This 5% debenture (including principal and accrued interest) was purchased by a third party on March 16, 2015. See #11 in Note 4 Convertible Promissory Notes. (2) This 5% debenture (including principal and accrued interest) was purchased by a third party on April 2, 2015. See #12 Note 4 Convertible Promissory Notes. (3) This convertible note (including principal and accrued interest) was transferred to short term convertible debt on February 9, 2015. See #7 in Note 4 Convertible Promissory Notes. (4) This convertible note (including principal and accrued interest) was transferred to short term convertible debt on March 22, 2015. See #10 in Note 4 Convertible Promissory Notes. (5) We issued a Common Stock Purchase Warrant for the purchase of 458,333 shares of our Common Stock to an entity. See Note 8. |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Apr. 30, 2015 | |
Notes to Financial Statements | |
CAPITAL STOCK | NOTE 8 CAPITAL STOCK Preferred Stock At April 30, 2015 we had 2,000,000 shares of preferred stock, $0.001 par value authorized (the Preferred Shares). We had no Preferred Shares outstanding at April 30, 2015. Common Stock At April 30, 2015 we had 200,000,000 shares of common stock, $0.001 par value authorized (the Common Shares), with 30,637,844 Common Shares issued and outstanding. We also had 428,143,468 Common Shares reserved for potential debt conversions at April 30, 2015. Common Stock Issuances During the Year Ended April 30, 2015 Shares Issued Fair Market Purpose 9,290,844 $ 114,799 Debt conversion 1,605,000 853,850 Pursuant to terms of employment agreements 755,000 196,000 Pursuant to terms of consulting agreements 700,000 15,000 Pursuant to private placements agreements 350,000 8,864 Loan consideration 57,000 29,900 Services rendered 20,000 52,300 Pursuant to terms of property lease agreements 12,777,844 $ 1,270,713 Common Stock Issuances During Year Ended April 30, 2014 During May and June 2013, we entered into a Securities Purchase Agreement with multiple investors for the issuance and sale of Company Shares (the May/June 2013 Private Placement). The May/June 2013 Private Placement closed on June 21 2013, through which we sold an aggregate of 1,220,000 Company Shares at $0.01 per share, for an aggregate purchase price of $12,200. Company Shares included in the May/June 2013 Private Placement were registered pursuant to a Form S-1 Registration Statement under the Securities Act of 1933 which was deemed effective by the Securities Exchange Commission (SEC) on April 12, 2014 (the April 12, 2014 Form S-1"). On February 27, 2014, pursuant to the terms of the CGC Acquisition, we acquired 100% of the issued and outstanding shares of CGC and 100% of the issued and outstanding Common Stock Purchase Warrants of CGC (the CGC Warrants), in exchange for the issuance of an aggregate of 5,000,000 Company Shares and Common Stock Purchase Warrants for the purchase of an aggregate of 1,497,000 Company Shares (the Company Warrants). The Company Shares included 4,502,000 shares to be issued to Mr. Schneider, our sole officer and director. The Company Warrants are exercisable for a term of five years commencing six months from the date of issuance at an exercise price of $1.00 per share. On March 14, 2014, pursuant to the terms of the Mary Jane companies Acquisition, we agreed to purchase and the managing member of the Mary Jane companies agreed to sell 100% of their issued and outstanding shares or membership interests (the Mary Jane companies Stock) in exchange for an aggregate of 2,500,000 Company Shares. In addition, the number of Company Shares to be issued may be increased, but not decreased, one time only on the first year anniversary of the closing of the Mary Jane companies Acquisition, so as to ensure that the value of the Company shares issued in the transaction exceeds $0.40 per share or an aggregate of $1,000,000. Warrants to Purchase Common Stock of the Company We use the Black-Scholes-Merton option pricing model (Black-Scholes Model) to determine the fair value of Warrant(s). The Black-Scholes Model is an acceptable model in accordance with GAAP. Warrant Activity during the Year Ended April 30, 2015 On May 21, 2014, we issued Warrants to purchase 7,500 shares of our Common Stock to each of two individuals for services to be rendered (the May 2014 Service Warrants). The May 2014 Service Warrants have an exercisable term of three years and are exercisable at $1.50 per share. The fair value of the May 2014 Service Warrants of $159,948 was determined by using the Black-Scholes Model on the date of the grant. The fair value of the May 2014 Service Warrants was recorded as an expense in the accompanying consolidated financial statements. On May 21, 2014, we also issued a Warrant for the purchase of 62,500 shares of our Common Stock in connection with the issuance of a convertible promissory note (the May 2014 Warrant) In September 2014, the May 2014 Warrants were canceled (see Note 4). On July 10, 2014, we issued Warrants for the purchase of an aggregate of 125,000 shares of our Common Stock in connection with the issuance of convertible promissory notes (the July 2014 Warrants). In September 2014, the July 2014 Warrants were canceled (see Note 4). On August 13, 2014, we issued a Warrant for the purchase of an aggregate of 513,333 shares of our Common Stock in connection with the issuance of convertible promissory notes (the August 2014 Warrant) (see Note 4). The August 2014 Warrant have an exercisable term of five years and are exercisable at $0.132 per share. The fair value of the August 2014 Warrant of $126,476 was determined by using the Black-Scholes Model on the date of the grant. The change in fair value as of April 30, 2015 was determined to be $2,691. The fair value of the August 2014 Warrant was recorded as a derivative liability and the change in fair value was recorded as an interest expense in the accompanying consolidated financial statements. On October 22, 2014, we issued a Warrants for the purchase of an aggregate of 176,471 shares of our Common Stock in connection with the issuance of a convertible promissory note (the October 2014 Warrant) (see Note 4). The October 2014 Warrant have an exercisable term of five years and are exercisable at $0.17 per share. The fair value of the October 2014 Warrant of $26,982 was determined by using the Black-Scholes Model on the date of the grant. The change in fair value as of April 30, 2015 was determined to be $1,024. The fair value of the October 2014 Warrant was recorded as a derivative liability and the change in fair value was recorded as an interest expense in the accompanying consolidated financial statements. On February 9, 2015, we issued a Warrant for the purchase of an aggregate of 458,333 shares of our Common Stock in connection with the issuance of convertible promissory notes (the February 2015 Warrant) (see Note 6). The five-year February 2015 Warrant is exercisable at $0.06 per share and contains provisions for a cashless exercise. The fair value of the February Warrant of $47,732 was determined by using the Black-Scholes Model on the date of the grant. The change in fair value as of April 30, 2015 was determined to be $240. The fair value of the February 2015 Warrant was recorded as a derivative liability and the change in fair value was recorded as an interest expense in the accompanying consolidated financial statements. Warrant Activity during the Year Ended April 30, 2014 On February 27, 2014, we issued Warrants or the purchase of an aggregate of 748,500 shares of our Common Stock to two entities (the February 2014 Warrants). The February 2014 Warrants have an exercisable term of five years and are exercisable at $1.00 per share. The fair value of the October 2014 Warrants of $1,498 was determined by using the Black-Scholes Model on the date of the grant. The fair value of the February 2014 Warrants was recorded as a warrant liability in the accompanying condensed consolidated financial statements. Stock Options Effective May 9, 2014, we established the MaryJane Group, Inc. 2014 Equity Incentive Plan ("2014 Plan) pursuant to which 1,000,000 shares of our Company Shares were reserved for issuance upon the exercise of options ("2014 Plan Option(s)). The 2014 Plan was designed to serve as an incentive for retaining our qualified and competent key employees, officers and directors, and certain consultants and advisors. The 2014 Plan Options have an exercise period of ten years from the date of issuance. At April 30, 2015, no options were granted under the 2014. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Apr. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 INCOME TAXES At April 30, 2015, we had a federal net operating tax loss carry-forward of approximately $3,000,000. The tax loss carry-forwards are available to offset future taxable income with the federal carry-forwards beginning to expire in 2033. Future tax benefits which may arise as a result of these losses have not been recognized in these consolidated financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. The difference between the expected income tax expense (benefit) and the actual tax expense (benefit) computed by using the Federal statutory rate of 34% is as follows: Tax Years Ended April 30, 2015 2014 Expected income tax benefit at statutory rate of 34% $ (997,577 ) $ (86,178 ) Change in valuation account 997,577 86,178 Income tax expense (benefit) $ $ Deferred tax assets and liabilities are provided for significant income and expense items recognized in different years for tax and financial reporting purposes. Temporary differences, which give rise to a net deferred tax asset, are as follows: Tax Years Ended April 30, 2015 2014 Deferred Tax Assets: Tax benefit of net operating loss carry-forward $ 997,577 $ 86,178 Less: valuation allowance (997,577 ) (86,178 ) Net deferred tax asset |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Apr. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 COMMITMENTS AND CONTINGENCIES Office Leases On July 21, 2014, we relocated our principal office, and that of our subsidiaries, to 910 Sixteenth Street, Suite 412, Denver, Colorado 80202 when we entered into a three-year lease. We lease 1,129 square feet of office space under the lease which expires on July 31, 2017. The monthly lease amount through July 31, 2015 is $1,505; thereafter, it increases to $1,600 and $1,700 on August 1, 2015 and 2016, respectively. The lease permits a one-time extension of the lease for a two-year period with the lease amount being increased to $1,800 and $1,900, respectively. Rent expense for the period from July 21, 2014 to April 30, 2015 was $13,545. As of April 30, 2015, future minimum rental payments are as follows: Years Ending April 30, 2015 $ 18,915 2016 20,100 2017 5,100 Total $ 44,115 On September 1, 2013, we entered into a Commercial Lease Agreement (the 2013 Lease) for 4,000 square feet of office and warehouse space expiring November 30, 2018. The base lease rate is $2,699 per month. The lease was terminated as of August 1, 2014. Rent expense for the periods from May 1, 2014 to July 31, 2014 and September 1, 2013 to April 30, 2014 was $8,097 and $21,592, respectively. On April 1, 2014, we entered into a Commercial Lease Agreement (the 2014 Lease) for 4,000 square feet of retail and warehouse space expiring November 30, 2018. The base lease rate is $2,950 per month. The lease was terminated as of August 1, 2014. Rent expense for the periods from May 1, 2014 to July 31, 2014 and April 1, 2014 to April 30, 2014 was $8,850 and $2,950, respectively. Property Leases On April 9, 2014 we entered into a one year lease with the owner of the Adagio Vista Bed and Breakfast (Adagio) located at 1430 Race Street, Denver, Colorado (the Adagio Lease). The Adagio Lease commenced April 10, 2014 and expires April 9, 2015. The monthly rent is $9,000 per month, plus 2 1/2% of the monthly gross lodging revenue. As additional consideration, we issued the owner of the Adagio 10,000 shares of our Common Stock. We entered into a six-month lease agreement for the monthly rate of $10,000 plus a 2 ½ % gross revenue royalty which ends on December 31, 2015. As additional consideration, we put down an additional $10,000 as a refundable deposit. On September 4, 2014, we entered into a one year lease with the owners of the Mountain Vista Bed and Breakfast (Mountain Vista), located at 358 Lagoon Lane, Silverthorne Colorado (the Mountain Vista Lease). The Mountain Vista Lease commenced October 1, 2014 and expires September 30, 2015. The monthly rent is $3,500 per month, plus 2% of the monthly gross lodging sales. As additional consideration, we agreed to issue the owners of the Mountain Vista 10,000 shares of our Common Stock. Pursuant to the terms of the Mountain Vista Lease, we were granted the exclusive option to purchase the Mountain Vista at the market value of the premises determined by a commercial appraisal on the option date. Income Taxes Returns Federal and state income tax returns for the partial fiscal year ended April 30, 2012 and the fiscal years ended April 30, 2013 and 2014 have not been filed. No taxable income was reported during those periods; therefore, no taxes will be due. Penalties and interest related to non-filing of the returns may be due, however management has determined that charges, if any, will be nominal and no accrual for this expense has been recorded in the accompanying consolidated financial statements. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Apr. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 SUBSEQUENT EVENTS Corporate Actions Amendment to Articles of Incorporation On May 11, 2015, the Board of Directors and shareholders owning a majority of the shares outstanding of the Company approved an increase in its authorized shares of common stock. The Company filed a Certificate of Amendment to Certificate of Incorporation with the Nevada Secretary of State to increase its authorized shares of common stock from 200,000,000 to 1,000,000,000 shares, $0.001 par value per share. On June 19, 2015, the Board of Directors designated 100,000 shares of its blank check preferred stock as Series A Preferred Stock, par value $0.001 per share. Each share of Series A Preferred Stock shall entitle the holder thereof to 10,000 votes on all matters submitted to a vote of the stockholders of the Company. On June 25, 2015, the Board of Directors and a majority of the shareholders approved an increase in its authorized shares and filed a Certificate of Amendment to Certificate of Incorporation with the Nevada Secretary of State to increase its authorized capital to 2,002,000,000 shares including 2,000,000,000 shares of common stock, $0.001 par value per share, and 2,000,000 of preferred stock, $0.001 par value per share. Issuance of Series A Preferred Stock On June 23, 2015, the Board of Directors approved the issuance of 100,000 shares of Series A Preferred Stock to Joel Schneider, the Companys Chief Executive Office and President, for certain financial accommodations made to the Company including personal guarantees on loans and property leases. Formation of Subsidiaries We formed two subsidiaries, MJ Ranch, LLC and SA Hotel, LLC, on June 8 and June 23 2015, respectively. MJ Ranch, LLC will be used to search for a new property that is suitable to host Cannacamp. SA Hotel, LLC will be used to develop and maintain operations for our new property in Colorado Springs, CO. Property Transactions Hotel San Ayre On June 24, 2015, the Company executed a Lease Option Agreement (the Lease) with Hotel San Ayre, LLC for the purchase of Hotel San Ayre and its four property locations in Colorado Springs, Colorado. The two-year lease option term commences on July 15, 2015 and terminates the earlier of July 14, 2017 or the closing date of the purchase thereof. The base rental amount for the first 12 months of the Lease is $12,500 and is $13,500 for the last 12 months of the Lease. The Company is responsible for all operation, repair, use and maintenance of the premises during the term of the Lease. Joel Schneider, the Companys Chief Executive Officer, personally guaranteed the Lease. Upon execution of the Lease, the Company paid a hard deposit of $30,000 which may be applied to the future purchase; however, is not considered a security deposit and is not refundable if the purchase option is not exercised. The purchase price for the Hotel San Ayre is $2,100,000 on an as-is basis. Adagio On February 27, 2015, we exercised our option to purchase the Adagio and executed a Contract to Buy and Sell Real Estate (the Sales Contract) with A Capital Inn, Inc. (the Seller). The purchase price for the Adagio was $1,500,000 with the Seller agreeing to finance $1,000,000. Upon execution of the Sales Contract, the Company made a non-refundable deposit of $50,000 and on May 15, 2015 we made an additional $25,000 non-refundable deposit; however, we were unable to secure proper financing to close the purchase. Subsequently, we entered into a six-month lease agreement for the monthly rate of $10,000 plus a royalty of 2 ½% of gross lodging revenue which ends on December 31, 2015. We are currently seeking a larger property to replace the Adagio. Our ideal property would be a 20 to 25 room hotel within walking distance of the Denver metropolitan area. Canna-camp On May 22, 2015, we entered into a joint-venture agreement with the owners of the Wilderness Trails Ranch, LLC to open an exclusive cannabis resort near Durango, Colorado. As of July 2, 2105 we withdrew our position in the joint-venture due to our partners lack of ability to perform. We are currently seeking a new location for Canna-camp 2016. The Company spent approximately $20,000 towards this project and is seeking to recoup $10,000 from our property partner. Issuance of Convertible Debt On June 1, 2015, we entered into an agreement with an investor to retire certain outstanding debt in exchange for another convertible promissory note in the principal amount of $53,274 bearing interest at 12% annually. The principal and all accrued but unpaid interest is due on May 26, 2016. In addition, we issued and sold a convertible promissory note bearing interest at 12% annually, compounded monthly, in the principal amount of $48,000. The principal and all accrued but unpaid interest is due on May 22, 2016. We agreed to pay the investors expenses associated with the transaction in the amount of 5,000. The note is convertible at a price of the lesser of (i) $0.02 per share or (ii) 40% of the lowest Trading Price in the 10 trading days prior to conversion. The holders ability to convert the note, however, is limited in that it will not be permitted to convert any portion of the note if the number of shares of our common stock beneficially owned by the holder and its affiliates, together with the number of shares of our common stock issuable upon any full or partial conversion, would exceed 4.99% of our outstanding shares of common stock. The holder has the right to waive this term upon 61 days notice to us. On June 11, 2015, we issued an 8% Convertible Promissory Note in the aggregate amount of $60,000. This note matures on June 11, 2016 and is convertible at 57% of the lowest trading price for the 20 days prior to the conversion date. We received $57,000 in net proceeds from this transaction which we used for general working capital. On June 12, 2015, a third party purchased two Convertible Promissory Notes issued on June 16, 2014 and July 1, 2014. We issued a Convertible Promissory Note in the aggregate amount of $52,087 and an 8% Convertible Promissory Note in the aggregate amount of $30,000. The notes mature June 12, 2016 and is convertible at 59% of the lowest trading price for the 20 days prior to the conversion date. We received $28,500 in net proceeds from this transaction which we used for general working capital. On June 23, 2015, we issued a 10% Convertible Promissory Note in the aggregate amount of $69,000. The note matures June 23, 2016 and is convertible at 50% to the lowest sale price of common stock in (i) 25 trading days immediately prior to the Original Issue Date or (ii) the 25 trading days prior to the conversion date. We received $60,000 in net proceeds from this transaction which we used for general working capital. On June 30, 2015, we issued an 8% Convertible Promissory Note in the aggregate amount of $50,750. The note matures March 30, 2016 and is convertible at 55% of the average of the two lowest prices in the prior 5 trading days prior to the conversion date. We received $45,000 in net proceeds from this transaction which we used for general working capital. Amendment of Convertible Debt Instrument On July 10, 2015, we agreed to amend a secured convertible promissory note originally entered into on October 22, 2014 in the principal amount of $225,000, of which we only received $50,000. The amendment provides that we may not prepay the note without the written consent of the noteholder. The amendment deleted all prior conversion terms and now allows the investor to convert the remainder of the debt at a conversion price equal to 50% of the lowest closing bid price of our common stock in the twenty (20) trading days immediately preceding conversion. The change in conversion terms was beneficial to us in that it reduced the effective conversion discount of the note from 65% to 50% and eliminated all true-up conditions. In addition, all warrants issued in the original transaction with the investor were canceled. The outstanding principal balance due under this note as of July 10, 2015 is $35,437. Unregistered Sales of Equity Securities Subsequent to April 30, 2015, we converted debt in the aggregate amount of $661,322 into 869,238,855 shares of our Common Stock. |
ORGANIZATION AND NATURE OF BU18
ORGANIZATION AND NATURE OF BUSINESS (Policies) | 12 Months Ended |
Apr. 30, 2015 | |
Accounting Policies [Abstract] | |
Change in Officers | Change in Officers On June 8, 2014, Jose Ramirez, our Chief Operating Officer, tendered his 60-day resignation. We accepted his resignation as Chief Operating Officer and the Board of Directors requested that the resignation take effect immediately rather than in 60-days to allow the Board of Directors to immediately commence a search for his replacement. Mr. Ramirez remained as a member of the Board of Directors until he was removed on July 14, 2014. On June 27, 2014, we entered into an Executive Employment Agreement with Charles G. Berkowitz wherein Mr. Berkowitz was hired to serve as our Chief Operating Officer for an initial term of three years. Upon execution of the Agreement, Mr. Berkowitz was issued 250,000 shares of our common stock. On August 29, 2014, our Board of Directors terminated the Executive Employment Agreement for cause retroactive to August 4, 2014. |
Overview of Operating Businesses | Overview of Operating Businesses Our primary focus includes providing lodging, events, spa services and brand merchandising concentrated in the cannabis industry. Our operating subsidiaries, as outlined herein, were formed for the purpose of providing financing to assist Colorado marijuana growers, providing cannabis-friendly lodging and providing value added services of information and entertainment to consumers supporting the recreational marijuana industry. While our services are currently concentrated only in Colorado, we believe that our business model can easily be expanded as recreational marijuana becomes legal in other states. Legalization of recreational marijuana initially in Colorado and Washington and the growing number of jurisdictions with medical marijuana laws spawned a Green Rush in America in 2014. On January 1, 2014, the State of Colorado became the first state to legalize the use of recreational marijuana. Colorado residents, who are at least 21 years of age with photo identification, may legally purchase as much as one ounce of marijuana in a single transaction. Non-Colorado residents, bearing the same identification, may purchase as much as one-quarter ounce. Marijuana cannot be consumed in any public space, including the shops where it was purchased. In 2015, Oregon, Alaska and the District of Columbia legalized marijuana for recreational use; however, sales currently remain banned in the District. Additionally, 23 states have legalized marijuana for medical purposes. Capital Growth Corporation, organized on February 4, 2014 (Capital Growth), was formed for the purpose of providing short- and long-term financing to assist growers and retail establishments engaged in the manufacture and distribution of recreational marijuana within the State of Colorado. Since its formation, Capital Growth has not entered into any funding transactions. The Company utilizes Capital Growth as a business development company. Mary Jane Entertainment, LLC was formed to provide contracted limousine and party-bus services and currently continues to operate on a limited basis. Bud and Breakfast, LLC was formed to operate and manage our two marijuana-friendly Bud + Breakfast locations with a third location opening in mid-July 2015. We intend to actively seek additional Bud + Breakfast locations. Mary Jane Hospitality, LLC was formed to seek additional lodging and hospitality businesses located in Colorado, and to also seek the same type of businesses in other jurisdictions as recreational marijuana becomes legal in other states. Mary Jane Events, LLC was formed for the purposes of planning private and corporate events focused upon the recreational/medicinal marijuana industry. Mary Jane Designs, LLC was formed to expand and promote our branded merchandise at our properties. |
Fiscal year end | Fiscal year end We elected April 30 th |
Basis of presentation and going concern uncertainty | Basis of presentation and going concern uncertainty The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (GAAP), which contemplates continuation of the Company as a going concern, dependent upon our ability, among other matters, to establish itself as a profitable business. At April 30, 2015, we had an accumulated deficit of $2,934,048 and for the years ended April 30, 2015 and 2014, incurred losses of $2,680,584 and $238,140, respectively. Our ability to continue in business is dependent upon obtaining sufficient financing or attaining profitable operations. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations, and therefore, these matters raise substantial doubt about our ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties, nor do they include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. |
Cash | Cash For purposes of the Statements of Cash Flows, we consider amounts held by financial institutions and short-term investments with an original maturity of 90 days or less at the time of purchase to be cash and cash equivalents. Beginning January 1, 2013, insurance coverage reverted to $250,000 per depositor at each financial institution, and our non-interest bearing cash balances may exceed federally insured limits. We had no interest-bearing amounts on deposit in excess of federally insured limits at April 30, 2015 and 2014. |
Trade Accounts Receivable | Trade Accounts Receivable Trade accounts receivable are customer obligations due under normal trade terms. We provide an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Trade accounts receivable passed due by more than 90 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluations, results of collection efforts, and specific circumstances of the customer. Recoveries of accounts previously written off are recorded as reductions of bad debt expense when received. At April 30, 2015 and 2014, we had no trade accounts receivable. |
Fixed Assets | Fixed Assets Fixed assets are stated at cost, net of accumulated depreciation. Maintenance and repair costs, which do not significantly extend the useful lives of the respective assets, are charged to operating expenses as incurred. We use the straight-line method of depreciation for its property and equipment based on the estimated useful lives of the assets, generally three to five years. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with ASC Topic 605, Revenue Recognition |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our financial instruments consist primarily of receivables, accounts payable, accrued expenses and short- and long-term debt. The carrying amount of receivables, accounts payable and accrued expenses approximates our fair value because of the short-term maturity of such instruments. We have elected not to carry our debt instruments at fair value. The carrying amount of our debt approximates fair value. Interest rates that are currently available to us for issuance of short- and long-term debt with similar terms and remaining maturities are used to estimate the fair value of the our short- and long-term debt and would be considered Level 3 inputs under the fair value hierarchy. We have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with GAAP. Assets and liabilities recorded in the consolidated balance sheets at fair value are categorized based on a hierarchy of inputs, as follows: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 Unobservable inputs for the asset or liability. The Companys financial assets and liabilities recorded at fair value on a recurring basis include the fair value of warrant liability as detailed below. The fair value of this warrant liability is included in long-term liabilities on the accompanying consolidated financial statements. The following table provides the financial assets and liabilities reported at fair value and measured on a recurring basis: Description Assets/ Quoted Prices Significant Significant Fair value of warrant liability $ (203,145 ) $ $ $ (203,145 ) The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the year ended April 30, 2015 Fair Value Balance at April 30, 2014 $ Issuances of derivative liabilities (199,190 ) Change in fair value of derivative liabilities (3,955 ) Transfers in and/out of Level 3 Ending balance at April 30, 2015 $ (203,145 ) The above table of Level 3 liabilities begins with the prior period balance and adjusts the balance for changes that occurred during the current period. The ending balance of the Level 3 securities presented above represent our best estimates and may not be substantiated by comparisons to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. In accordance with ASC Topic 740, Income Taxes |
Basic Income (Loss) Per Share | Basic Income (Loss) Per Share We calculate earnings per share (EPS) in accordance with ASC Topic 260, Earnings Per Share, computed based on the weighted average number of common shares outstanding plus all potentially dilutive common shares outstanding during the period. Such potential dilutive common shares consist of convertible debt, stock options and warrants to purchase common stock of the Company. Potential common shares totaling 428,143,468 and 1,497,000 at April 30, 2015 and 2014, respectively, have been excluded from the diluted earnings per share calculation as they are anti-dilutive due to our reported net loss. |
Stock Based Compensation | Stock Based Compensation We recognize compensation expense for all stock based payments granted based on the grant date fair value estimated in accordance with ASC Topic 718, Share Based Payments |
Use of Estimates | Use of Estimates Our consolidated financial statements have been prepared in accordance GAAP. The preparation of these consolidated financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies, on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Recently Issued and Newly Adopted Accounting Pronouncements | Recently Issued and Newly Adopted Accounting Pronouncements During the year ended April 30, 2015 and through July 29, 2015 there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted. We do not believe the adoption of any of these accounting pronouncements has had or will have a material impact on our consolidated financial statements. |
Reclassifications | Reclassifications Certain 2014 amounts have been reclassified to conform to current year presentation. |
ORGANIZATION AND NATURE OF BU19
ORGANIZATION AND NATURE OF BUSINESS (Tables) | 12 Months Ended |
Apr. 30, 2015 | |
Organization And Nature Of Business Tables | |
Schedule of financial assets and liabilities reported at fair value and measured on a recurring basis | Description Assets/ Quoted Prices Significant Significant Fair value of warrant liability $ (203,145 ) $ $ $ (203,145 ) |
Schedule of change in fair value associated with Liabilities | Fair Value Balance at April 30, 2014 $ Issuances of derivative liabilities (199,190 ) Change in fair value of derivative liabilities (3,955 ) Transfers in and/out of Level 3 Ending balance at April 30, 2015 $ (203,145 ) |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 12 Months Ended |
Apr. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | April 30, 2015 2014 Furniture and fixtures $ 23,194 $ 19,752 Leasehold improvements 2,320 Equipment 865 40,670 26,379 60,422 Less: accumulated depreciation (8,066 ) (8,986 ) TOTAL PROPERTY AND EQUIPMENT $ 18,313 $ 51,436 |
CONVERTIBLE PROMISSORY NOTES (T
CONVERTIBLE PROMISSORY NOTES (Tables) | 12 Months Ended |
Apr. 30, 2015 | |
Convertible Promissory Notes Tables | |
Schedule of Convertible Promissory Notes | Issue Date Interest Original Current Conversion Rate 4/07/14 5% $ 50,000 $ (1) NA 4/07/14 5% $ 35,000 (2) NA 4/23/14 10% $ 48,500 (3) NA 4/30/14 8% $ 50,000 50,000 (4) NA 5/21/14 8% $ 50,000 (5) NA 6/16/14 8% $ 23,750 23,750 $1.00 per share 7/01/14 8% $ 23,750 23,750 $1.00 per share 7/10/14 8% $ 36,000 (6) NA 8/13/14 8% $ 61,600 59,839 (7) 60% discount to the lowest daily volume weighted average price for (i) the 20 trading days immediately prior to the original issue date or (ii) the 20 trading days prior to the date of conversion 9/12/14 8% $ 52,500 42,500 (8) 43% discount of the lowest trading price of our Common Stock for the 18 days prior to conversion 9/30/14 8% $ 86,000 77,876 (9) lesser of $0.10 or a 45% discount to the market price 10/22/14 10% $ 60,000 41,250 (10) $0.25 per share, subject to certain adjustments 11/26/14 8% $ 50,000 50,000 45% discount to the average of the lowest two trading prices during the twenty-five trading day period ending on the latest complete trading day prior to the date of conversion 12/22/14 10% $ 50,000 50,000 lesser of $0.08 or a 50% discount to the market price during the 20 consecutive trading days prior to the conversion date 3/13/15 8% $ 52,500 52,500 (8) 43% discount of the lowest trading price of our Common Stock for the 18 days prior to conversion 3/16/15 5% $ 99,340 $ 47,840 (11) Lesser of (i) a 50% discount to the market price during the 20 consecutive trading days prior to the conversion date or (ii) $0.001 3/20/15 8% $ 50,000 50,000 45% discount to the average of the lowest two trading prices during the twenty-five trading day period ending on the latest complete trading day prior to the date of conversion 4/2/15 8% $ 73,500 73,500 (12) 4/2/15 8% $ 42,000 42,000 4/10/15 10% $ 25,000 25,000 48% discount from the lowest intra-day trading price for the 15 days prior to the date of conversion 4/20/15 8% $ 53,244 35,496 (13) 48% discount from the lowest intra-day trading price for the 15 days prior to the date of conversion 745,301 Unamortized debt discount (417,752 ) $ 327,549 Â (1) This convertible note (including principal and accrued interest) was purchased by a third party on March 16, 2015. See #11 above and below. (2) This convertible note (including principal and accrued interest) was purchased by a third party on April 2, 2015. See #12 above and below. (3) This convertible note (including principal and accrued interest) was purchased by a third party on April 20, 2015. See (#13) above and below. (4) At April 30, 2014, this convertible note was in default, however it was purchased by a third party on May 22, 2015. See Note 11. (5) This convertible note (including principal and accrued interest) was combined with #6 (see above and below) and replaced with #9 (see above and below) on September 30, 2014. (6) This convertible note (including principal and accrued interest) was combined with #5 (see above and below) and replaced with #9 (see above and below) on September 30, 2014. (7) This convertible note (including principal and accrued interest) was transferred from long term convertible debt on February 9, 2015. See #3 in Note 7. We also issued a Common Stock Purchase Warrant for the purchase of 513,333 shares of our Common. The five-year warrant is exercisable at $0.132 per share and contains provisions for a cashless exercise. (8) On September 12, 2014, we issued two 8% Convertible Redeemable Notes each in the amount of $52,500 for an aggregate principal amount of $105,000 (the First September 2014 Note and Second September 2014 Note). On September 17, 2014, we received payment of $45,000, net of legal fees of $2,500 and finders fees of $5,000, under the First September 2014 Note. On March 13, 2015, we received payment of $45,000, net of legal fees of $2,500 and finders fees of $5,000, under the Second September 2014 Note. Prior to April 30, 2014, $10,000 was converted into 570,342 shares of our Common Stock. (9) This convertible note replaced #s 5 and 6 above on September 30, 2014, and contained provisions wherein we (i) issued 350,000 shares of our Common Stock to the entity and (ii) canceled 62,500 warrants to purchase shares of our Common Stock and 125,000 previously authorized but unissued warrants to purchase shares of our Common Stock. On April 29, 2015, $8,124 was converted into 889,814 shares of our Common Stock. (10) This convertible note (including principal and accrued interest) was transferred from long term convertible debt on March 22, and the original issue discount of $5,000, was funded on October 22, 2014 and was immediately deemed eligible for conversion. The funding of the remaining three tranches in the amount of $50,000 each (net of the original issue discount of $5,000) is yet to be determined, but will be deemed eligible for conversion on the date of funding. In conjunction with the issuance of the October Note, we issued four warrants to purchase shares of our Common Stock (Warrant(s)) (designated Warrant #1, Warrant #2, Warrant #3 and Warrant #4). Warrant #1 is for the purchase of 176,471 shares of our Common Stock. Warrants #2, #3 and #4 are for an amount determined by dividing $27,500 by our Common Stocks market price on the date corresponding with the second, third and fourth funding. Prior to April 30, 2015, $21,861 was converted into 2,186,087 shares of our Common Stock. (11) This convertible note was purchased from #1 above, and #1 in Note 7. On April 7, April 15, April 22, and April 30, 2015, $25,000, $10,000, $10,000, and $6,000 were converted into 616,523, 1,000,000, 1,000,000, and 1,274,510 shares of our Common Stock, respectively. (12) This convertible note was purchased from #2 above, and #2 in Note 7. (13) This convertible note was purchased from #3 above. On April 23, 2015, $17,748 was converted into 1,613,445 shares of our Common Stock. |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Apr. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities [Table Text Block] | April 30, 2015 2014 Payroll tax liability $ 182,142 $ 13,290 Accrued IRS and state interest and penalties 41,812 Accrued lodging and sales tax 35,269 Accrued interest expense 22,373 236 Accrued payroll 4,424 24,508 Other current liabilities 1,858 499 Accrued outside services 11,690 TOTAL OTHER CURRENT LIABILITIES $ 287,878 $ 50,223 |
LONG-TERM CONVERTIBLE DEBT (Tab
LONG-TERM CONVERTIBLE DEBT (Tables) | 12 Months Ended |
Apr. 30, 2015 | |
Long-Term Convertible Debt Tables | |
Schedule of Long term convertible Promissory Notes | Issue Date Interest Original Current Conversion Rate 3/20/14 5% $ 45,000 $ (1) NA 3/20/14 5% $ 45,000 (2) NA 8/13/14 8% $ 61,600 (3) NA 10/22/14 10% $ 60,000 (4) NA 2/9/15 10% $ 27,500 27,500 (5) 60% discount to the lowest daily volume weighted average price for (i) the 20 trading days immediately prior to the original issue date or (ii) the 20 trading days prior to the date of conversion 27,500 Unamortized debt discount (23,237 ) $ 4,263 Â (1) This 5% debenture (including principal and accrued interest) was purchased by a third party on March 16, 2015. See #11 in Note 4 Convertible Promissory Notes. (2) This 5% debenture (including principal and accrued interest) was purchased by a third party on April 2, 2015. See #12 Note 4 Convertible Promissory Notes. (3) This convertible note (including principal and accrued interest) was transferred to short term convertible debt on February 9, 2015. See #7 in Note 4 Convertible Promissory Notes. (4) This convertible note (including principal and accrued interest) was transferred to short term convertible debt on March 22, 2015. See #10 in Note 4 Convertible Promissory Notes. (5) We issued a Common Stock Purchase Warrant for the purchase of 458,333 shares of our Common Stock to an entity. See Note 8. |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 12 Months Ended |
Apr. 30, 2015 | |
Capital Stock Tables | |
Schedule of Common Stock Issuances During the Year | Shares Issued Fair Market Purpose 9,290,844 $ 114,799 Debt conversion 1,605,000 853,850 Pursuant to terms of employment agreements 755,000 196,000 Pursuant to terms of consulting agreements 700,000 15,000 Pursuant to private placements agreements 350,000 8,864 Loan consideration 57,000 29,900 Services rendered 20,000 52,300 Pursuant to terms of property lease agreements 12,777,844 $ 1,270,713 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Apr. 30, 2015 | |
Income Taxes Tables | |
Schedule of difference between the expected income tax expense (benefit) and the actual tax expense (benefit) computed by using the Federal statutory rate | Tax Years Ended April 30, 2015 2014 Expected income tax benefit at statutory rate of 34% $ (997,577 ) $ (86,178 ) Change in valuation account 997,577 86,178 Income tax expense (benefit) $ $ |
Schedule of Deferred tax assets and liabilities | Tax Years Ended April 30, 2015 2014 Deferred Tax Assets: Tax benefit of net operating loss carry-forward $ 997,577 $ 86,178 Less: valuation allowance (997,577 ) (86,178 ) Net deferred tax asset $ $ |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Apr. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Years Ending April 30, 2015 $ 18,915 2016 20,100 2017 5,100 Total $ 44,115 |
ORGANIZATION AND NATURE OF BU27
ORGANIZATION AND NATURE OF BUSINESS (Details) - USD ($) | Apr. 30, 2015 | Apr. 30, 2014 |
Fair value of warrant liability | $ 203,145 | |
Assets [Member] | ||
Fair value of warrant liability | $ (203,145) | |
Assets [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair value of warrant liability | ||
Assets [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair value of warrant liability | ||
Assets [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair value of warrant liability | $ (203,145) |
ORGANIZATION AND NATURE OF BU28
ORGANIZATION AND NATURE OF BUSINESS (Details 1) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Fair value of warrant liability | ||
Issuances of derivative liabilities | $ (199,190) | |
Change in fair value of derivative liabilities | (3,955) | |
Fair value of warrant liability | 203,145 | |
Assets [Member] | ||
Fair value of warrant liability | $ (203,145) | |
Assets [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair value of warrant liability | ||
Issuances of derivative liabilities | $ (199,190) | |
Change in fair value of derivative liabilities | $ (3,955) | |
Transfers in and/out of Level 3 | ||
Fair value of warrant liability | $ (203,145) |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Property, Plant and Equipment, Gross | $ 26,379 | $ 64,022 |
Less: accumulated depreciation | (8,066) | (8,986) |
Property, Plant and Equipment, Net | 18,313 | 51,436 |
Depreciation | 5,608 | 8,986 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment, Gross | 23,194 | $ 19,752 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Gross | 2,320 | |
Equipment [Member] | ||
Property, Plant and Equipment, Gross | $ 865 | $ 40,670 |
CONVERTIBLE PROMISSORY NOTES (D
CONVERTIBLE PROMISSORY NOTES (Details) - USD ($) | Apr. 20, 2015 | Apr. 10, 2015 | Apr. 02, 2015 | Mar. 20, 2015 | Mar. 16, 2015 | Mar. 13, 2015 | Dec. 22, 2014 | Nov. 26, 2014 | Oct. 22, 2014 | Sep. 30, 2014 | Sep. 12, 2014 | Aug. 13, 2014 | Jul. 10, 2014 | Jul. 01, 2014 | Jun. 16, 2014 | May. 21, 2014 | Apr. 30, 2014 | Apr. 23, 2014 | Apr. 07, 2014 | Apr. 30, 2015 | |||||||||
Unamortized debt discount | $ 0 | ||||||||||||||||||||||||||||
Convertible notes payable | 75,000 | $ 327,549 | |||||||||||||||||||||||||||
Convertible Promissory Notes One [Member] | |||||||||||||||||||||||||||||
Original Amount | $ 73,500 | $ 50,000 | |||||||||||||||||||||||||||
Interest Rate | 8.00% | 5.00% | |||||||||||||||||||||||||||
Due Date | Apr. 2, 2016 | Apr. 30, 2015 | |||||||||||||||||||||||||||
Current Balance | $ 73,500 | [1] | |||||||||||||||||||||||||||
Conversion rate | NA | ||||||||||||||||||||||||||||
Convertible Promissory Notes Two [Member] | |||||||||||||||||||||||||||||
Original Amount | $ 42,000 | $ 35,000 | |||||||||||||||||||||||||||
Interest Rate | 8.00% | 5.00% | |||||||||||||||||||||||||||
Due Date | Apr. 2, 2016 | Apr. 30, 2015 | |||||||||||||||||||||||||||
Current Balance | $ 42,000 | ||||||||||||||||||||||||||||
Conversion rate | NA | ||||||||||||||||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||||||||||||||||
Original Amount | $ 53,244 | $ 25,000 | $ 50,000 | $ 99,340 | $ 52,500 | $ 50,000 | $ 50,000 | $ 60,000 | $ 86,000 | $ 52,500 | $ 61,600 | $ 36,000 | $ 23,750 | $ 23,750 | $ 50,000 | $ 50,000 | $ 48,500 | ||||||||||||
Interest Rate | 8.00% | 10.00% | 8.00% | 5.00% | 8.00% | 10.00% | 8.00% | 10.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 10.00% | ||||||||||||
Due Date | Apr. 20, 2016 | Oct. 10, 2015 | Mar. 20, 2016 | Mar. 16, 2016 | Mar. 13, 2016 | Dec. 22, 2015 | Aug. 26, 2015 | Mar. 22, 2016 | Jul. 10, 2015 | Sep. 12, 2015 | Feb. 13, 2016 | Jul. 10, 2015 | Jul. 1, 2015 | Jun. 16, 2015 | May 21, 2015 | Apr. 30, 2015 | Apr. 23, 2015 | ||||||||||||
Current Balance | $ 35,496 | [4] | $ 25,000 | $ 50,000 | $ 47,840 | [5] | $ 52,500 | [6] | $ 50,000 | $ 50,000 | $ 41,250 | [7] | $ 77,876 | [8] | $ 42,500 | [6] | $ 59,839 | [9] | $ 23,750 | $ 23,750 | $ 50,000 | [12] | 745,301 | ||||||
Conversion rate | 48% discount from the lowest intra-day trading price for the 15 days prior to the date of conversion | 48% discount from the lowest intra-day trading price for the 15 days prior to the date of conversion | 45% discount to the average of the lowest two trading prices during the twenty-five trading day period ending on the latest complete trading day prior to the date of conversion | Lesser of (i) a 50% discount to the market price during the 20 consecutive trading days prior to the conversion date or (ii) $0.001 | 43% discount of the lowest trading price of our Common Stock for the 18 days prior to conversion | lesser of $0.08 or a 50% discount to the market price during the 20 consecutive trading days prior to the conversion date | 45% discount to the average of the lowest two trading prices during the twenty-five trading day period ending on the latest complete trading day prior to the date of conversion | $0.25 per share, subject to certain adjustments | lesser of $0.10 or a 45% discount to the market price | 43% discount of the lowest trading price of our Common Stock for the 18 days prior to conversion | 60% discount to the lowest daily volume weighted average price for (i) the 20 trading days immediately prior to the original issue date or (ii) the 20 trading days prior to the date of conversion | NA | $1.00 per share | $1.00 per share | NA | NA | NA | ||||||||||||
Unamortized debt discount | $ (417,512) | ||||||||||||||||||||||||||||
[1] | This convertible note was purchased from #2 above, and #2 in Note 7. | ||||||||||||||||||||||||||||
[2] | This convertible note (including principal and accrued interest) was purchased by a third party on March 16, 2015. See #11 above and below. | ||||||||||||||||||||||||||||
[3] | This convertible note (including principal and accrued interest) was purchased by a third party on April 2, 2015. See #12 above and below. | ||||||||||||||||||||||||||||
[4] | This convertible note was purchased from #3 above. On April 23, 2015, $17,748 was converted into 1,613,445 shares of our Common Stock. | ||||||||||||||||||||||||||||
[5] | This convertible note was purchased from #1 above, and #1 in Note 7. On April 7, April 15, April 22, and April 30, 2015, $25,000, $10,000, $10,000, and $6,000 were converted into 616,523, 1,000,000, 1,000,000, and 1,274,510 shares of our Common Stock, respectively. | ||||||||||||||||||||||||||||
[6] | On September 12, 2014, we issued two 8% Convertible Redeemable Notes each in the amount of $52,500 for an aggregate principal amount of $105,000 (the "First September 2014 Note" and "Second September 2014 Note"). On September 17, 2014, we received payment of $45,000, net of legal fees of $2,500 and finder's fees of $5,000, under the First September 2014 Note. On March 13, 2015, we received payment of $45,000, net of legal fees of $2,500 and finder's fees of $5,000, under the Second September 2014 Note. Prior to April 30, 2014, $10,000 was converted into 570,342 shares of our Common Stock. | ||||||||||||||||||||||||||||
[7] | This convertible note (including principal and accrued interest) was transferred from long term convertible debt on March 22, and the original issue discount of $5,000, was funded on October 22, 2014 and was immediately deemed eligible for conversion. The funding of the remaining three tranches in the amount of $50,000 each (net of the original issue discount of $5,000) is yet to be determined, but will be deemed eligible for conversion on the date of funding. In conjunction with the issuance of the October Note, we issued four warrants to purchase shares of our Common Stock ("Warrant(s)") (designated Warrant #1, Warrant #2, Warrant #3 and Warrant #4). Warrant #1 is for the purchase of 176,471 shares of our Common Stock. Warrants #2, #3 and #4 are for an amount determined by dividing $27,500 by our Common Stock's market price on the date corresponding with the second, third and fourth funding. Prior to April 30, 2015, $21,861 was converted into 2,186,087 shares of our Common Stock. | ||||||||||||||||||||||||||||
[8] | This convertible note replaced #s 5 and 6 above on September 30, 2014, and contained provisions wherein we (i) issued 350,000 shares of our Common Stock to the entity and (ii) canceled 62,500 warrants to purchase shares of our Common Stock and 125,000 previously authorized but unissued warrants to purchase shares of our Common Stock. On April 29, 2015, $8,124 was converted into 889,814 shares of our Common Stock. | ||||||||||||||||||||||||||||
[9] | This convertible note (including principal and accrued interest) was transferred from long term convertible debt on February 9, 2015. See #3 in Note 7. We also issued a Common Stock Purchase Warrant for the purchase of 513,333 shares of our Common. The five-year warrant is exercisable at $0.132 per share and contains provisions for a cashless exercise. | ||||||||||||||||||||||||||||
[10] | This convertible note (including principal and accrued interest) was combined with #5 (see above and below) and replaced with #9 (see above and below) on September 30, 2014. | ||||||||||||||||||||||||||||
[11] | This convertible note (including principal and accrued interest) was combined with #6 (see above and below) and replaced with #9 (see above and below) on September 30, 2014. | ||||||||||||||||||||||||||||
[12] | At April 30, 2014, this convertible note was in default, however it was purchased by a third party on May 22, 2015. See Note 11. | ||||||||||||||||||||||||||||
[13] | This convertible note (including principal and accrued interest) was purchased by a third party on April 20, 2015. See (#13) above and below. |
PROMISSORY NOTES (Details Narra
PROMISSORY NOTES (Details Narrative) - Feb. 12, 2015 | USD ($)Integer |
Notes to Financial Statements | |
Loan borrowes with an entity | $ 39,000 |
No Of Installments | Integer | 100 |
Installment Amount | $ 553 |
OTHER CURRENT LIABILITIES (Deta
OTHER CURRENT LIABILITIES (Details) - USD ($) | Apr. 30, 2015 | Apr. 30, 2014 |
Other Current Liabilities Details | ||
Payroll tax liability | $ 182,142 | $ 13,290 |
Accrued IRS and state interest and penalties | 41,812 | |
Accrued lodging taxes | 35,269 | |
Accrued interest expense | 22,373 | $ 236 |
Accrued payroll | 4,424 | 24,508 |
Other current liabilities | $ 1,858 | 499 |
Accrued outside services | 11,690 | |
TOTAL OTHER CURRENT LIABILITIES | $ 287,879 | $ 50,223 |
LONG-TERM CONVERTIBLE DEBT (Det
LONG-TERM CONVERTIBLE DEBT (Details) - USD ($) | Feb. 09, 2015 | Oct. 22, 2014 | Aug. 13, 2014 | Mar. 20, 2014 | Apr. 30, 2015 | Apr. 30, 2014 | ||
Unamortized debt discount | $ 0 | |||||||
Convertible notes payable | $ 4,263 | |||||||
Long-term Debt One [Member] | ||||||||
Original Amount | $ 45,000 | |||||||
Interest Rate | 5.00% | |||||||
Due Date | Mar. 20, 2017 | |||||||
Current Balance | [1] | |||||||
Conversion rate | NA | |||||||
Long-term Debt Two [Member] | ||||||||
Original Amount | $ 45,000 | |||||||
Interest Rate | 5.00% | |||||||
Due Date | Mar. 20, 2017 | |||||||
Current Balance | [2] | |||||||
Conversion rate | NA | |||||||
Long-term Debt [Member] | ||||||||
Original Amount | $ 27,500 | $ 60,000 | $ 61,600 | |||||
Interest Rate | 10.00% | 10.00% | 8.00% | |||||
Due Date | Jul. 9, 2016 | Mar. 22, 2016 | Feb. 13, 2016 | |||||
Current Balance | $ 27,500 | [3] | 27,500 | |||||
Conversion rate | 60% discount to the lowest daily volume weighted average price for (i) the 20 trading days immediately prior to the original issue date or (ii) the 20 trading days prior to the date of conversion | NA | NA | |||||
Unamortized debt discount | $ (23,237) | |||||||
[1] | This 5% debenture (including principal and accrued interest) was purchased by a third party on March 16, 2015. See #11 in Note 4 - Convertible Promissory Notes. | |||||||
[2] | This 5% debenture (including principal and accrued interest) was purchased by a third party on April 2, 2015. See #12 Note 4 - Convertible Promissory Notes. | |||||||
[3] | We issued a Common Stock Purchase Warrant for the purchase of 458,333 shares of our Common Stock to an entity. See Note 8. | |||||||
[4] | This convertible note (including principal and accrued interest) was transferred to short term convertible debt on March 22, 2015. See #10 in Note 4 - Convertible Promissory Notes. | |||||||
[5] | This convertible note (including principal and accrued interest) was transferred to short term convertible debt on February 9, 2015. See #7 in Note 4 - Convertible Promissory Notes. |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 2 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2013 | Jan. 30, 2015 | Apr. 30, 2015 | Apr. 30, 2014 | |
Common Stock, Par Value | $ 0.001 | $ 0.001 | ||
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 | ||
Common Stock, Shares Issued | 30,637,844 | 17,860,000 | ||
Common Stock, Shares, Outstanding | 30,637,844 | 17,860,000 | ||
Proceeds from issuance of common stock | $ 15,000 | $ 12,200 | ||
Private Placement [Member] | ||||
Common Stock, Shares Issued | 1,220,000 | 500,000 | ||
Proceeds from issuance of common stock | $ 12,200 | |||
Fair value of shares issued | $ 5,000 | |||
Individual [Member] | ||||
Common Stock, Shares Issued | 1,355,000 | |||
Fair value of shares issued | $ 691,350 | |||
Entity [Member] | ||||
Common Stock, Shares Issued | 350,000 | |||
Fair value of shares issued | $ 8,864 | |||
Legal Service [Member] | ||||
Common Stock, Shares Issued | 30,000 | |||
Fair value of shares issued | $ 10,000 | |||
Vender [Member] | ||||
Common Stock, Shares Issued | 15,000 | |||
Fair value of shares issued | $ 1,500 | |||
Adagio Lease [Member] | ||||
Common Stock, Shares Issued | 10,000 | |||
Fair value of shares issued | $ 50,000 | |||
Mountain Vista Lease [Member] | ||||
Common Stock, Shares Issued | 10,000 | |||
Fair value of shares issued | $ 2,300 | |||
Asset Purchase Agreement [Member] | ||||
Common Stock, Shares Issued | 2,000 | |||
Fair value of shares issued | $ 15,000 | |||
Consultant [Member] | ||||
Common Stock, Shares Issued | 690,000 | |||
Fair value of shares issued | $ 193,400 | |||
Chief Operating Officer [Member] | ||||
Common Stock, Shares Issued | 250,000 | |||
Common Stock, Shares, Outstanding | 250,000 | |||
Fair value of shares issued | $ 162,500 |
CAPITAL STOCK (Details Narrat35
CAPITAL STOCK (Details Narrative 2) - Warrant [Member] - USD ($) | May. 21, 2015 | Oct. 22, 2014 | Aug. 13, 2014 | Jul. 10, 2014 | Feb. 27, 2014 |
Warrants issued to purchase Common Stock | 748,500 | ||||
Exercisable Price (per share) | $ 1 | ||||
Fair value of warrants | $ 1,498 | ||||
Convertible Promissory Notes [Member] | |||||
Warrants issued to purchase Common Stock | 62,500 | 26,982 | 513,333 | 125,000 | |
Exercisable Price (per share) | $ 1.50 | $ .17 | $ .132 | ||
Fair value of warrants | $ 670,999 | $ 26,982 | $ 126,476 | ||
Two Individuals [Member] | |||||
Warrants issued to purchase Common Stock | 7,500 | ||||
Exercisable Price (per share) | $ 1.50 | ||||
Fair value of warrants | $ 159,948 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Income Taxes Details | ||
Expected income tax benefit at statutory rate | $ (997,577) | $ (86,178) |
Change in valuation account | $ 997,577 | $ 86,178 |
Income tax expense (benefit) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Deferred Tax Assets: | ||
Tax benefit of net operating loss carry-forward | $ (997,577) | $ (86,178) |
Less: valuation allowance | $ 997,577 | $ 86,178 |
Income tax expense (benefit) |
COMMITMENTS AND CONTINGENCIES38
COMMITMENTS AND CONTINGENCIES (Details) | Apr. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,015 | $ 18,915 |
2,016 | 20,100 |
2,017 | 5,100 |
Total | $ 44,115 |