Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jan. 31, 2016 | Mar. 24, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | MaryJane Group, Inc. | |
Entity Central Index Key | 1,554,225 | |
Document Type | 10-Q | |
Document Period End Date | Jan. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --04-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,482,764,192 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jan. 31, 2016 | Apr. 30, 2015 |
Assets, Current | ||
Cash | $ 69,340 | $ 44,990 |
Inventory | $ 2,160 | |
Prepaid expenses | $ 39,808 | |
Employee advances | $ 4,198 | 55 |
Assets, Current | 75,698 | 84,853 |
Fixed assets, net | 38,052 | 18,313 |
Security deposit | 24,500 | $ 14,500 |
Non-refundable purchase deposit | 30,000 | |
Total assets | 168,250 | $ 117,666 |
Current Liabilities: | ||
Convertible notes payable, net of debt discount of $221,175 and $417,752, respectively | 202,031 | 327,549 |
Accounts Payable, Current | 66,760 | 23,056 |
Promissory notes | 125,864 | 17,160 |
Other current liabilities | 458,413 | 287,879 |
Total current liabilities | $ 853,068 | 655,644 |
Long-term Liabilities: | ||
Convertible notes payable, net of debt discount of $0 and $0, respectively | 4,263 | |
Accrued interest | $ 106 | 603 |
Derivative liabilities | (89,378) | (203,145) |
Total long-term liabilities | (89,484) | 208,011 |
Total liabilities | $ 942,552 | $ 863,655 |
Commitments and Contingencies | ||
Stockholders' Deficit: | ||
Series A Preferred stock - par value $0.001; 15,000,000 shares authorized; 300,000 shares issued and outstanding | ||
Common stock - par value $0.001; 15,000,000,000 shares authorized; 1,780,726,756 and 30,637,844 issued and outstanding, respectively | $ 1,780,727 | $ 30,638 |
Additional paid in capital | $ 1,941,428 | 2,211,957 |
Prepaid services | (54,536) | |
Accumulated deficit | $ (4,493,545) | (2,934,048) |
Total stockholders' deficit | (774,302) | (745,989) |
Total liabilities and stockholders' deficit | $ 168,250 | $ 117,666 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Jan. 31, 2016 | Apr. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Debt Discount on Convertible notes payable | $ 221,175 | $ 417,752 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 300,000 | 300,000 |
Preferred Stock, Shares, Outstanding | 300,000 | 300,000 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 15,000,000,000 | 15,000,000,000 |
Common Stock, Shares Issued | 1,780,726,756 | 30,637,844 |
Common Stock, Shares, Outstanding | 1,780,726,756 | 30,637,844 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATION (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2016 | Jan. 31, 2015 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 196,384 | $ 140,086 | $ 743,991 | $ 417,318 |
Cost of revenue | 198,883 | 122,269 | 585,914 | 303,518 |
Gross profit | (2,499) | 17,817 | 158,007 | 113,800 |
Operating Expenses | ||||
General and administration | 25,457 | 92,603 | 668,874 | 1,665,457 |
Sales and marketing | 6,702 | 5,789 | 61,372 | 15,421 |
Depreciation and amortization | 2,501 | 1,764 | 6,893 | 3,779 |
Total operating expenses | 34,660 | 100,156 | 861,309 | 1,684,657 |
Operating loss | (37,159) | (82,339) | (579,062) | (1,570,857) |
Other income and (expense) | ||||
Miscellaneous income | 40 | 9,359 | 104 | 25,278 |
Interest expense | $ (206,110) | (124,691) | $ (817,491) | (279,192) |
Loan closing costs | $ (184,562) | (205,162) | ||
Disposal of fixed assets | $ (52,142) | |||
Loss on settlement of debt | $ 145,415 | |||
Change in fair value of derivative liability | $ 11,341 | (17,633) | ||
Total other income (expense) | (194,729) | $ (299,894) | (980,435) | $ (511,218) |
Loss before taxes | $ (231,888) | $ (382,233) | $ (1,559,497) | $ (2,082,075) |
Provision for income taxes | ||||
Net loss | $ (231,888) | $ (382,233) | $ (1,559,497) | $ (2,082,075) |
Loss per share, basic | $ (.00) | $ (.02) | $ .00 | $ (.11) |
Weighted average number of shares outstanding | 1,509,624,732 | 19,879,500 | 991,686,279 | 19,461,448 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,559,497) | $ (2,082,075) |
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities: | ||
Depreciation | 6,893 | 3,779 |
Amortization of prepaid services | 73,086 | 749,793 |
Amortization of debt discount | 676,624 | 252,421 |
Amortization of prepaid expense | $ 39,808 | 92,315 |
Non-cash loan closing costs | 161,446 | |
Write off of non-cash consulting costs | $ 4,000 | $ 119,264 |
Change in fair value of derivative liability | $ 17,633 | |
Gain (Loss) on disposal of fixed assets | $ 33,277 | |
Loss on settlement of debt | $ 145,415 | |
Change in operating assets and liabilities: | ||
Accounts receivables | ||
Other current assets | $ (6,302) | $ 13,394 |
Accounts payable | $ 43,704 | 12,138 |
Bank overdraft | (13,757) | |
Other current liabilities | $ 201,292 | 155,627 |
Other long-term liabilities | 1,221 | 7,371 |
Net cash flows used in operating activities | (424,425) | (495,007) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Security deposit | (10,000) | $ (14,500) |
Non refundable purchase deposit | (30,000) | |
Purchase of fixed assets | (26,633) | $ (4,699) |
Net cash flows used in investing activities | (66,633) | (19,199) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible promissory notes | 410,175 | $ 506,100 |
Proceeds from promissory notes | $ 210,214 | |
Proceeds from sale of common stock | $ 5,000 | |
Payment of promissory notes | $ (104,981) | |
Net cash flows provided by financing activities | 515,408 | $ 511,100 |
Increase (decrease) in cash | 24,350 | (3,106) |
Cash, beginning of period | 44,990 | 3,431 |
Cash, end of period | 69,340 | $ 325 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | $ 60,554 | |
Cash paid for income taxes | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITY | ||
Non-cash additions of convertible notes | $ 24,250 | |
Beneficial conversion feature for convertible notes | $ 531,956 | |
Shares issued with employment agreements | 853,850 | |
Shares issued for services | 170,664 | |
Warrants issued with debt | $ 153,458 |
THE COMPANY
THE COMPANY | 9 Months Ended |
Jan. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
THE COMPANY | NOTE 1 THE COMPANY The MaryJane Group, Inc., f/k/a Pladeo Corp., a Nevada corporation (the Company), had six wholly-owned subsidiaries at January 31, 2016, as listed below: Date of Mary Jane Entertainment, LLC May 21, 2013 Capital Growth Corporation February 4, 2014 Bud and Breakfast, LLC April 10, 2014 Mary Jane Hospitality, LLC July 22, 2014 MJ Ranch, LLC June 8, 2015 SA Hotel, LLC June 23, 2015 Unless the context otherwise requires, the Company and the above listed wholly-owned subsidiaries collectively are sometimes referred to as our Company, we, our, or us. Overview of Operating Businesses 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 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. Our operating subsidiaries, as outlined herein, were formed for the purpose of providing financing to assist Colorado marijuana growers, providing cannabis friendly lodging and to provide value added services of information and entertainment to the consumers supporting the recreational marijuana industry. Bed and Breakfast Lease On June 24, 2015, The MaryJane Group, Inc. (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. Fiscal year end We elected April 30 th Going concern uncertainty At January 31, 2016, we had an accumulated deficit of $4,493,545 and for the nine months ended January 31, 2016, we incurred losses of $1,231,944. 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. |
BASIS OF PRESENTATION AND RECEN
BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | NOTE 2 BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements of The MaryJane Group, Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (the SEC). The balance sheet at April 30, 2015 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended April 30, 2015 as filed with the SEC on July 27, 2015. Recently Issued and Newly Adopted Accounting Pronouncements There have been no material changes to our significant accounting policies as summarized in NOTE 2 of our Annual Report on Form 10-K/A for the year ended April 30, 2015. We do not expect that the adoption of any recent accounting pronouncements will have a material impact on our accompanying condensed consolidated financial statements. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 condensed 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 condensed 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 $ (89,378 ) $ $ $ (89,378 ) The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the quarter ended January 31, 2016 Fair Value Balance at April 30, 2015 $ (203,145 ) Issuances of derivative liabilities Change in fair value of derivative liabilities 17,633 Transfers in and/out of Level 3 Warrants exercised 96,134 Ending balance at January 31, 2016 $ (89,378 ) 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. Reclassifications Certain prior period amounts have been reclassified to conform to current year presentation. |
FIXED ASSETS
FIXED ASSETS | 9 Months Ended |
Jan. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 4 FIXED ASSETS Fixed assets consist of the following: January 31, April 30, Furniture and fixtures $ 39,827 $ 23,194 Leasehold improvements 2,320 2,320 Equipment 865 865 Lincoln MKX 10,000 53,011 26,379 Less: accumulated depreciation (14,960 ) (8,066 ) TOTAL PROPERTY AND EQUIPMENT $ 38,052 $ 18,313 |
PROMISSORY NOTES
PROMISSORY NOTES | 9 Months Ended |
Jan. 31, 2016 | |
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. On May 13, 2015, we entered into a new loan agreement with the same lender and borrowed $63,000. Pursuant to the terms of the loan agreement, we are required to make 100 equal installments of $894, or an aggregate of $89,400, to repay the principal balance and interest in full. We used approximately $20,500 to repay the February 12 th On May 22, 2015, a third party purchased a Convertible Promissory Note issued on April 30, 2014 in the aggregate amount of $53,275. We issued a 12% Convertible Promissory Note in the aggregate amount of $53,275. We issued an additional 12% Convertible Promissory Note in the aggregate amount of $38,000. Each note matures May 22, 2016 and is convertible at a 40% discount from the lowest Trading Price in the 10 trading days prior to conversion date. We received $33,000 in net proceeds from this transaction which we used for general working capital. 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, 2015 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. On August 6, 2015, we issued an 8% Convertible Promissory Note in the aggregate amount of $36,750. The note matures August 6, 2016 and is convertible at 57% of the lowest trading price for the 20 trading days prior to the conversion date. We received $35,000 in net proceeds from this transaction which we used for general working capital. On August 19, 2015, we issued a 10% Convertible Promissory Note in the aggregate amount of $29,700. The note matures August 19, 2016 and is convertible at 50% to the lowest sale price of common stock in (i) 25 trading days immediately prior to the Original Issuance Date or (ii) the 25 trading days prior to the conversion date. We received $25,000 in net proceeds from this transaction which we used for general working capital. On August 19, 2015, we entered into a loan agreement with an entity and borrowed $50,000. Pursuant to the terms of the loan agreement, we are required to make 112 equal installments of $625, or an aggregate of $70,000, to repay the principal balance and interest in full. As December 11, 2015, the Company has made 79 payments totaling $49,375 and the remaining balance due under this loan on that date is $20,625. We received$50,000 in net proceeds from this transaction which we used for general working capital. We have committed our daily receivables. On October 12, 2015, we entered into a loan agreement with an entity and borrowed $53,000. Pursuant to the terms of the loan agreement, we are required to make 110 equal installments of $689. Or an aggregate of $75,790, to repay the principal balance and interest in full. As of December 11, 2015, the Company has made 40 payments totaling $27,560 and the remaining balance due under this loan on that date is $48,230. We received $51,601 in net proceeds from this transaction after paying $1,399 in loan closing costs, which we used for general working capital. On November 10, 2015, we issued a 10% Convertible Promissory Note in the aggregate amount of $10,000. The note matures November 10, 2016 and is convertible at 50% to the lowest sale price of common stock in (i) 25 trading days immediately prior to the Original Issuance Date or (ii) the 25 trading days prior to the conversion date. We received $10,000 in net proceeds from this transaction which we used for working capital. On December 8, 2015 we completed a financing with three investors whereby the Company received an aggregate of $75,000 in net proceeds from the transaction(s) which we used for working capital. Pursuant to the transaction we issued three (3) notes in the aggregate amount of $81,000. The notes matures December 3, 2016 and is convertible at 50% to the lowest sale price of common stock in (i) 20 trading days immediately prior to the Original Issuance Date or (ii) the 20 trading days prior to the conversion date. Contemporaneously with the transaction(s) described in the previous paragraph, the three investors acquired a promissory note from a third party investor, which was originally issued in the principal amount of $38,000, and with accrued and unpaid interest totaled approximately $40,448 on the date of sale. The Company was in default under the terms of the promissory note and as a result the three investors acquired that note for an aggregate of $50,000. As consideration for the financial accommodations made by these three investors preventing the note from going into collections the Company issued each of these investors two additional notes, the first being in the amount of $13,482.88 or an aggregate of $40,448.64 which represented the principal and accrued interest amount due under the promissory note. The second note issued to these investors was issued in the principal amount of $10,321.77, or $30,965.31 in the aggregate which partially represented the additional expense of $9,552 of purchasing the note and an aggregate of $21,413.31 which represents legal fees and an original issue discount related to the $27,000 promissory notes described in the preceding paragraph. In connection with this transaction the Company issued two of these investors back end notes each in the principal amount of $27,000, simultaneously with that issuance the investors issued the Company collateral notes in the principal amount of $27,000. On December 23, 2016, we issued an 8% Convertible Promissory Note in the principal amount of $50,000 (the "December 2015 Note"). The December 2015 Note matures on September 23, 2016 and is convertible into shares of our Common Stock at a 45% discount to the market price of our Common Stock. "Market Price" as defined in the December 2015 Note means the average of the lowest two (2) trading prices for our Common Stock during the twenty-five trading day period ending on the latest complete trading day prior to the date of conversion. We received net proceeds of $44,250 from this transaction after payment of $2,750 in expenses and $3,000 in legal fees. On January 27, 2016 we entered into a loan agreement with an entity and borrowed $100,000. Pursuant to the terms of the loan agreement, we are required to make 145 equal installments of $1006.75, or an aggregate of $145,978.75, to repay the principal balance and interest in full. In connection with this loan the Company pledged its accounts receivables as collateral for the repayment of this loan. As of March 20, 2016, the Company has made 35 payments totaling $35,236.25 and the remaining balance due under this loan on that date is $110,742.50. We received $67,000 in net proceeds from this transaction after paying $33,000 to payoff the loan dated October 12, 2015 which we used for general working capital. Subsequent to January 31, 2016, approximately $70,000 of principal and interest was converted into an aggregate of 7,020,124,436 shares of common stock. |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 9 Months Ended |
Jan. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 7 CAPITAL STOCK Preferred Stock At January 31, 2016 we had 2,000,000 shares of preferred stock, $0.001 par value authorized (the Preferred Shares). We had no Preferred Shares outstanding at January 31, 2016. 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. The Certificate of Designation is filed as an exhibit to this Current Report on Form 8K and is incorporated herein by reference. Common Stock At January 31, 2016 we had 15,000,000,000 shares of common stock, $0.001 par value authorized (the Common Shares), with 1,780,726,756 Common Shares issued and outstanding. Common Stock Issuances During the Quarter Ended January 31, 2016 Shares Issued Fair Market Purpose 491,798,855 $ 60,809 Debt conversion 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 Nine Months Ended January 31, 2016 On June 26, 2015, warrants issued were exercised as a cashless conversion for 28,769,841 shares, net of 6,944,444 that were surrendered as part of the cashless conversion. The remaining balance of shares eligible to be exercised is 61,085,658 On September 10, 2015, warrants issued were exercised as a cashless conversion for 44,642,847, net of 12,755,102 that were surrendered as part of the cashless conversion. The remaining balance of shares eligible to be exercised is 31,250,000. 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. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Jan. 31, 2016 | |
Notes to Financial Statements | |
CAPITAL STOCK | NOTE 7 CAPITAL STOCK Preferred Stock At October 31, 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 October 31, 2015. 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. The Certificate of Designation is filed as an exhibit to this Current Report on Form 8K and is incorporated herein by reference. Common Stock At October 31, 2015 we had 2,000,000,000 shares of common stock, $0.001 par value authorized (the Common Shares), with 1,288,927,901 Common Shares issued and outstanding. Common Stock Issuances During the Quarter Ended October 31, 2015 Shares Issued Fair Market Purpose 319,197,532 $ 101,375 Debt conversion 44,642,857 25,000 Warrant exercise 363,840,389 $ 126,375 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 Quarter Ended October 31, 2015 On June 26, 2015, warrants issued were exercised as a cashless conversion for 28,769,841 shares, net of 6,944,444 that were surrendered as part of the cashless conversion. The remaining balance of shares eligible to be exercised is 61,085,658 On September 10, 2015, warrants issued were exercised as a cashless conversion for 44,642,847, net of 12,755,102 that were surrendered as part of the cashless conversion. The remaining balance of shares eligible to be exercised is 31,250,000. 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Jan. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 SUBSEQUENT EVENTS The Board of Directors of The MaryJane Group, Inc. (the "Company") approved an increase in the number of authorized shares of Series A Preferred Stock from 100,000 shares to 300,000 shares on February 4, 2016. On February 18, 2016, the Board of Directors approved the issuance of 200,000 shares of Series A Preferred Stock to Joel Schneider, the Company's Chief Executive Office and President, for certain financial accommodations made to the Company including personal guarantees on loans and property leases. Mr. Schneider already holds 100,000 shares of Series A Preferred Stock. On February 4, 2016, the Board of Directors increased the authorized shares of its Series A Preferred Stock from 100,000 shares to 300,000 shares. 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 February 19, 2016, the Board of Directors 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 5,002,000,000 shares including 5,000,000,000 shares of common stock, $0.001 par value per share, and 2,000,000 of preferred stock, $0.001 par value per share. Conversion of Debt On March 9, 2016, we issued a 10% Convertible Promissory Note in the principal amount of $30,800 (the "March 2016 Note"). The March 2016 Note matures on March 9, 2017 and is convertible into shares of our Common Stock at a 50% discount to the market price of our Common Stock. "Market Price" as defined in the March 2016 Note means the average of the lowest trading prices for our Common Stock during the twenty-five trading day period ending on the latest complete trading day prior to the date of conversion. We received net proceeds of $25,000 from this transaction after payment of $2,800 in original discount of 10% and $3,000 in legal fees. In connection with this transaction we issued the Investor warrants to purchase 308,000,000 shares of the Companys common stock at $.0001 per share. On March 10, 2016, The MaryJane Group, Inc. (the Company) entered into a Lease and Service Agreement with Collins Ranch, LLC, (the Landlord) (a Colorado Limited Liability Company) to lease the Aspen Canyon Ranch, located in Parshall, Colorado from July 1, 2016-July 12, 2016 and July 19, 2016-September 30, 2016 for a total of 85 dates. The total rent to be paid to the landlord is $215,628. To date $25,000 of the rent has been paid to the Landlord. Pursuant to the Lease and Service Agreement the Landlord will provide all necessary accommodations and services for up to 56 guests at a time, including but not limited to: check in/out services, linens, housekeeping, daily breakfast services and other typical guest ranch services. The Company intends on operating Camp Bud+Breakfast at Aspen Canyon Ranch during the aforementioned dates. On March 10, 2016, the Board of Directors and shareholders owning a majority of the shares outstanding of The MaryJane Group, Inc., (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 5,000,000,000 to 15,000,000,000 shares, $0.001 par value per share. Subsequent to January 31, 2016, approximately $70,000 of principal and interest was converted into an aggregate of 702,012,436 shares of common stock. The number of shares outstanding as of the date of this filing includes 25,000 that are owed to a former consultant of the Company but have not been issued. |
SUMMARY OF SIGNIFICANT ACCOUN14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
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 condensed 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 condensed 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 $ (89,378 ) $ $ $ (89,378 ) The following table provides a summary of changes in fair value associated with the Level 3 liabilities for the quarter ended January 31, 2016 Fair Value Balance at April 30, 2015 $ (203,145 ) Issuances of derivative liabilities Change in fair value of derivative liabilities 50,669 Transfers in and/out of Level 3 Warrants exercised 63,098 Ending balance at January 31, 2016 $ (89,378 ) 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. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to current year presentation |
SUMMARY OF SIGNIFICANT ACCOUN15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Jan. 31, 2016 | |
Summary Of Significant Accounting Policies 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 $ (89,378 ) $ $ $ (89,378 ) |
Schedule of change in fair value associated with Liabilities | Fair Value Balance at April 30, 2015 $ (203,145 Issuances of derivative liabilities Change in fair value of derivative liabilities 17,633 Transfers in and/out of Level 3 Warrants exercised 96,134 Ending balance at January 31, 2016 $ (89,378 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 9 Months Ended |
Jan. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | January 31, April 30, Furniture and fixtures $ 39,827 $ 23,194 Leasehold improvements 2,320 2,320 Equipment 865 865 Lincoln MKX 10,000 53,011 26,379 Less: accumulated depreciation (14,960 ) (8,066 ) TOTAL PROPERTY AND EQUIPMENT $ 38,052 $ 18,313 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Jan. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities [Table Text Block] | January 31, April 30, Payroll tax liability $ 295,613 $ 182,143 Accrued IRS and state interest and penalties 89,056 41,812 Accrued state sales tax interest and penalties 5,787 Accrued lodging and sales tax 48,067 35,269 Accrued interest expense 17,465 22,373 Accrued payroll 286 4,424 Other current liabilities 2,139 1,858 TOTAL OTHER CURRENT LIABILITIES $ 458,413 $ 287,879 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 9 Months Ended |
Jan. 31, 2016 | |
Capital Stock Tables | |
Schedule of Common Stock Issuances During the Year | Shares Issued Fair Market Purpose 491,798,855 $ 60,809 Debt conversion |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jan. 31, 2016 | Jul. 31, 2015 | Apr. 30, 2015 |
Fair value of warrant liability | $ (89,378) | $ (203,145) | |
Assets [Member] | |||
Fair value of warrant liability | $ (89,378) | ||
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 | $ (89,378) |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2016 | Jan. 31, 2015 | |
Summary Of Significant Accounting Policies Details 2 | ||||
Fair value of warrant liability | $ (203,145) | |||
Issuances of derivative liabilities | ||||
Change in fair value of derivative liabilities | $ 11,341 | $ (17,633) | ||
Transfers in and/out of Level 3 | ||||
Warrants exercised | $ 96,134 | |||
Fair value of warrant liability | $ (89,378) | $ (89,378) |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jan. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2016 | Jan. 31, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | |
Property, Plant and Equipment, Gross | $ 53,011 | $ 53,011 | $ 26,379 | |||
Less: accumulated depreciation | (14,964) | (14,964) | (8,066) | |||
Property, Plant and Equipment, Net | 38,052 | 38,052 | 18,313 | |||
Depreciation | $ 2,501 | $ 1,764 | $ 6,893 | $ 3,779 | ||
Furniture and Fixtures [Member] | ||||||
Property, Plant and Equipment, Gross | $ 39,827 | 23,194 | ||||
Leasehold Improvements [Member] | ||||||
Property, Plant and Equipment, Gross | 2,320 | 2,320 | ||||
Equipment [Member] | ||||||
Property, Plant and Equipment, Gross | $ 865 | $ 865 |
PROMISSORY NOTES (Details Narra
PROMISSORY NOTES (Details Narrative) | Feb. 12, 2015USD ($)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 ($) | Jan. 31, 2016 | Apr. 30, 2015 | Apr. 30, 2014 |
Other Current Liabilities Details | |||
Payroll tax liability | $ 295,613 | $ 182,143 | |
Accrued IRS and state interest and penalties | 89,056 | $ 41,812 | |
Accrued state sales tax interest and penalties | 5,787 | ||
Accrued lodging taxes | 48,067 | $ 35,269 | |
Accrued interest expense | 17,465 | 22,373 | |
Accrued payroll | 286 | 4,424 | |
Other current liabilities | 2,139 | 1,858 | |
TOTAL OTHER CURRENT LIABILITIES | $ 458,413 | $ 287,879 | $ 287,879 |