Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Apr. 30, 2017 | Jul. 14, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Biotech Products Services & Research, Inc. | |
Entity Central Index Key | 1,557,376 | |
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --10-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 111,464,987 | |
Trading Symbol | BPSR | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Apr. 30, 2017 | Oct. 31, 2016 |
Current Assets | ||
Cash | $ 103,168 | $ 26,223 |
Accounts receivable | 82,305 | 1,125 |
Inventories | 110,022 | 9,944 |
Total Current Assets | 295,495 | 37,292 |
Property and equipment, net | 38,986 | 27,606 |
Security deposits | 7,675 | 5,000 |
TOTAL ASSETS | 342,156 | 69,898 |
Current Liabilities | ||
Accounts payable and accrued expenses | 284,259 | 248,847 |
Accrued liabilities to management | 1,079,927 | 378,274 |
Notes payable | 100,000 | |
Convertible secured promissory notes, net of original issue discount of $308,676 – related party | 24,658 | |
Convertible secured promissory notes, net of original issue discount of $180,061 – third party | 14,383 | |
Derivative liability of convertible secured promissory notes – related party | 450,794 | |
Derivative liability of convertible secured promissory notes – third party | 262,960 | |
Liabilities attributable to discontinued operations | 125,851 | 125,851 |
Total Current Liabilities | 2,242,832 | 852,972 |
Commitments and contingencies | ||
Deficit | ||
Common stock, $0.001 par value, 750,000,000 shares authorized; 110,464,982 and 104,214,982 shares issued and outstanding, respectively | 110,465 | 104,215 |
Additional paid-in capital | 7,114,830 | 1,226,322 |
Accumulated deficit | (9,268,968) | (2,113,611) |
Total deficit attributable to Biotech Products Services and Research, Inc. | (2,043,673) | (783,074) |
Non-controlling interest | 142,997 | |
Total Deficit | (1,900,676) | (783,074) |
TOTAL LIABILITIES AND DEFICIT | 342,156 | 69,898 |
Series A Preferred Stock [Member] | ||
Deficit | ||
Preferred stock, value | ||
Series B Preferred Stock [Member] | ||
Deficit | ||
Preferred stock, value |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Apr. 30, 2017 | Oct. 31, 2016 |
Convertible secured promissory notes, original issue discount of related party | $ 308,676 | |
Convertible secured promissory notes, original issue discount of third party | $ 180,061 | |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 10,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 110,464,982 | 104,214,982 |
Common stock, shares outstanding | 110,464,982 | 104,214,982 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 400 | 400 |
Preferred stock, shares issued | 400 | 0 |
Preferred stock, shares outstanding | 400 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2017 | Apr. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 140,005 | $ 66,701 | $ 140,590 | $ 128,296 |
Cost of revenues | 51,795 | 5,648 | 51,795 | 22,932 |
Gross profit | 88,210 | 61,053 | 88,795 | 105,364 |
General and administrative expenses | 2,690,113 | 317,323 | 6,931,431 | 560,384 |
Total Operating Expenses | 2,690,113 | 317,323 | 6,931,431 | 560,384 |
Loss from operations | (2,601,903) | (256,270) | (6,842,636) | (455,020) |
Other income (expense) | ||||
Interest expense | (394,329) | (396,089) | ||
Change in fair value of derivative liabilities | 45,815 | 45,815 | ||
Loss from continuing operations | (2,950,417) | (256,270) | (7,192,910) | (455,020) |
Loss from discontinued operations | (39,263) | (159,301) | ||
Net loss | (2,950,417) | (295,533) | (7,192,910) | (614,321) |
Net loss attributable to the non-controlling interest | 37,553 | 37,553 | ||
Net loss attributable to Biotech Products Services and Research, Inc. | $ (2,912,864) | $ (295,533) | $ (7,155,357) | $ (614,321) |
Net loss per common share - basic and diluted: | ||||
Continuing operations | $ (0.03) | $ 0 | $ (0.07) | $ 0 |
Discontinued operations | 0 | 0 | ||
Total | $ (0.03) | $ 0 | $ (0.07) | $ 0 |
Weighted average number of common shares outstanding - basic and diluted | 107,389,701 | 99,730,805 | 105,783,214 | 99,472,521 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Apr. 30, 2017 | Apr. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (7,192,910) | $ (614,321) |
Net loss from discontinued operations | (159,301) | |
Net loss from continuing operations | (7,192,910) | (455,020) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 7,392 | 173 |
Interest expense related to derivative liabilities in excess of face value of debt | 348,249 | |
Original issue discount – convertible note | 39,041 | |
Change in fair value of derivative liabilities | (45,815) | |
Stock-based compensation | 5,506,626 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (81,180) | 19,878 |
Prepaid expenses | 117 | |
Inventories | (100,078) | (438) |
Security deposits | (2,675) | |
Accounts payable and accrued expenses | 35,414 | 76,479 |
Accrued liabilities to management | 701,653 | |
Deferred revenue | (15,000) | |
Net cash used in operating activities – continuing operations | (784,283) | (373,811) |
Net cash provided by operating activities - discontinued operations | 2,960 | |
Net cash used in operating activities | (784,283) | (370,851) |
CASH FLOWS FROM INVESTING | ||
Purchase of fixed assets | (18,772) | |
Net cash used in investing activities – continuing operations | (18,772) | |
Net cash provided by investing activities – discontinued operations | 6,180 | |
Net cash (used in) provided by investing activities | (18,772) | 6,180 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments on notes payables | (100,000) | |
Proceeds from issuance of notes payable | 475,000 | 100,000 |
Proceeds from issuance of notes payable – related party | 5,000 | |
Proceeds from sale of common stock and warrants | 505,000 | 260,279 |
Net cash provided by financing activities – continuing operations | 880,000 | 365,279 |
Net cash provided by financing activities – discontinued operations | ||
Net cash provided by financing activities | 880,000 | 365,279 |
Increase in cash | 76,945 | 608 |
Cash at beginning of period | 26,223 | 37,565 |
Cash at end of period | 103,168 | 38,173 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for taxes | ||
Cash paid for interest | 15,983 | |
NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Derivative liability of convertible secured promissory note | 759,569 | |
Common stock issued for debt inducement | $ 63,682 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Apr. 30, 2017 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Biotech Products Services and Research, Inc. (formerly Bespoke Tricycles Inc.) (“BPSR” or the “Company”) was incorporated on August 9, 2011 in the State of Nevada. On May 29, 2015, Albert Mitrani acquired controlling interest of BPSR through the purchase of 135,000,000 shares of common stock from John Goodhew and subsequently became a director and the sole officer of BPSR. Until October 30, 2015, the Company’s business included the designing, manufacturing, and selling vending tricycles for commercial customers. On October 30, 2015, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with John Goodhew, the Company’s director, pursuant to which all of the shares of Bespoke Tricycles, Ltd. (“Bespoke”), a corporation organized under the Laws of England and Wales, were transferred to Mr. Goodhew. As a result of such sale, the Company was no longer in the business of designing, manufacturing, and selling vending tricycles. The purchase price for the shares sold to Mr. Goodhew was $10. The results of Bespoke are reflected as discontinued operations in the financial statements. Since the change in control of our Company in June 2015 and change in the Company’s operations in July 2015, the Company has been engaged in the health care industry, principally focusing on supplying products and services related to the growing field of regenerative anti-aging medicine. For the three months and six months ended April 30, 2017, the Company operated through the following wholly owned subsidiaries: Beyond Cells Corp., a Florida corporation (“Beyond Cells”) formed with a business purpose to provide anti-aging and cellular therapy patient marketing and product sales; General Surgical of Florida, Inc., a Florida corporation (“General Surgical”) with a business purpose to sell cellular therapy products to doctors and hospitals; and Anu Life Sciences, Inc. (“ANU”), a Florida corporation with a business purpose of the development, production and manufacturing of anti-aging and cellular therapy products. ANU began operations during November 2016 and commenced sales of its first product offering during February 2017. Ethan New York, Inc., a New York corporation (“Ethan NY”) formed with a business purpose of selling clothing and accessories through a retail store, closed operations during June 2016 and the results of Ethan NY are reflected as discontinued operations in the financial statements. During February 2017, the Company established Mint Organics, Inc. (“Mint Organics”) a Florida corporation and a 55%-owned subsidiary of the Company with a business purpose of operating Medical Marijuana Treatment Centers (“MMTC”) for defined MMTC licensed activities. During February 2017, the Company established Mint Organics Florida, Inc., (“Mint Organics Florida”), a Florida corporations and a wholly owned subsidiary of Mint Organics with a business purpose of operating Medical Marijuana Treatment Centers (“MMTC”) for defined MMTC licensed activities within Florida. Subsequent to the formation of Mint Organics and Mint Organics Florida, both entities have issued minority non-voting equity interests. Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities Exchange Commission, although we believe that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended October 31, 2016 filed with the Securities and Exchange Commission. Reclassifications Certain prior year amounts have been reclassified to conform with the current financial statement presentation including adjusted footnotes to reflect the presentation of discontinued operations as further discussed in Note 12. Concentrations of Credit Risk The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $250,000 per institution. At April 30, 2017, the Company did not have any cash balances in financial institutions in excess of FDIC insurance coverage. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Accounts Receivable Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. Inventory Inventory is stated at the lower of cost or market using the average cost method. The Company regularly reviews inventory quantities on hand to identify slow-moving merchandise and markdowns necessary to clear slow-moving merchandise. Estimates of markdown requirements may differ from actual results due to changes in quantity, quality and mix of products in inventory, as well as changes in consumer preferences, market and economic conditions. Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives of property and equipment range from 3 to 5 years. Upon sale or retirement, the cost and related accumulated depreciation and amortization are eliminated from their respective accounts, and the resulting gain or loss is included in results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. Revenue Recognition The Company recognizes revenue on arrangements in accordance with FASB ASC Topic. 605 “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. Net Income (Loss) Per Common Share Basic income (loss) per common share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. At April 30, 2017, the Company had 158,137,484 common shares issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the three months ended April 30, 2017. At April 30, 2016, the Company had 1,737,484 common shares issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the three months ended April 30, 2016. Stock-Based Compensation All share-based payments to employees, including grants of employee stock options, are recognized in the financial statements based on their fair values. Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. Income Taxes The Company is required to file a consolidated tax return that includes all of its subsidiaries. Current income taxes are based on the year’s taxable income for federal and state income tax reporting purposes. Deferred income taxes are provided on a liability basis whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax law and rates on the date of enactment. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. The Company’s policy is to recognize interest and penalties related to income tax matters as a component of income tax expense. For the three months ended January 31, 2017 and 2016, the Company has incurred operating losses, and therefore, there were not any tax expense amounts recorded during that period. Valuation of Derivatives The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments in accordance with ASC 815. The Company utilized Monte Carlo Simulation models that value the derivative liability based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The derivative liabilities result in a reduction of the initial carrying amount (as unamortized discount) of the Convertible Notes. This derivative liability is marked-to-market each quarter with the change in fair value recorded in the income statement. Unamortized discount is amortized to interest expense using the effective interest method over the life of the Convertible Note. Fair Value of Financial Instruments The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made. The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. The Company’s convertible promissory notes (see Note 6) which are required to be measured at fair value on a recurring basis under of ASC 815 as of April 30, 2017 are all measured at fair value using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities as of April 30, 2017: Level one Level two Level three The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company’s derivative liability is measured at fair value on a recurring basis. The Company classifies the fair value of the derivative liability under level three. Based on ASC Topic 815 and related guidance, the Company concluded the common stock issuable pursuant to conversion of the convertible promissory notes are required to be accounted for as derivatives as of the issue date due to a reset feature on the exercise price. At the date of issuance common stock derivative liabilities were measured at fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The Company records the fair value of these derivatives on its balance sheet at fair value with changes in the values of these derivatives reflected in the consolidated statements of operations as “change in fair value of derivative liabilities.” These derivative instruments are not designated as hedging instruments under ASC 815-10 and are disclosed on the balance sheet under Derivative Liabilities. Further, and in accordance with ASC 815, the embedded derivatives are revalued using a Monte Carlo Simulation model at issuance and at each balance sheet date and marked to fair value with the corresponding adjustment as a “gain or loss on change in fair values” in the consolidated statement of operations. As of April 30, 2017, the fair value of the derivative liabilities included on the accompanying consolidated balance sheet was $713,754. During the three months period ended April 30, 2017, the Company recognized a gain on change in the fair value totaling $45,815. The Company classifies the fair value of these securities under level three of the fair value hierarchy of financial instruments. The following table presents liabilities that are measured and recognized at fair value as of April 30, 2017 on a recurring and non-recurring basis: Description Level 1 Level 2 Level 3 Gains (Losses) Derivatives $ - $ - $ 713,754 $ (45,815 ) Fair Value at April 30, 2017 $ - $ - $ 713,754 $ (45,815 ) Changes in the unobservable input values would likely cause material changes in the fair value of the Company’s Level 3 financial instruments. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The new guidance provides new criteria for recognizing revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance requires expanded disclosures to provide greater insight into both revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. Quantitative and qualitative information will be provided about the significant judgments and changes in those judgments that management made to determine the revenue that is recorded. This accounting standard update, as amended, will be effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Early adoption is permitted, but no earlier than fiscal 2017. The Company is currently assessing the provisions of the guidance and has not determined the impact of the adoption of this guidance on its consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new standard requires management to assess the company’s ability to continue as a going concern. Disclosures are required if there is substantial doubt as to the company’s continuation as a going concern within one year after the issue date of financial statements. The standard provides guidance for making the assessment, including consideration of management’s plans which may alleviate doubt regarding the Company’s ability to continue as a going concern. ASU 2014-15 is effective for years ending after December 15, 2016. Early adoption is permitted. The Company has adopted this standard for the year ending October 31, 2016, and management has concluded that there is substantial doubt as to the Company’s continuation as a going concern within one year after the issuance date of the financial statements. In February 2016, a pronouncement was issued by the FASB that creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard is to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the new pronouncement on its financial statements. In April 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation” (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company adopted this guidance in the first quarter of 2017. The adoption of this update had no material effect on the Company’s financial position or results of operations. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. Subsequent Events The Company has evaluated subsequent events that occurred after April 30, 2017 through the financial statement issuance date for subsequent event disclosure consideration. |
Going Concern
Going Concern | 6 Months Ended |
Apr. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 2 – GOING CONCERN The accompanying unaudited consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has had limited revenues since its inception. The Company incurred a net loss of $7,155,357 for the six months ended April 30, 2017. In addition, the Company had an accumulated deficit of $9,268,968 at April 30, 2017. The Company had a negative working capital position of $1,947,337 at April 30, 2017. The Company’s efforts to establish a stabilized source of sufficient revenues to cover operating costs has yet to be achieved and ultimately may prove to be unsuccessful unless additional sources of working capital through operations or debt and/or equity financings are realized. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management anticipates that the Company will remain dependent, for the near future, on additional investment capital to fund ongoing operating expenses. All of the Company’s assets are currently pledged in connection with the SPA and as a result does not have any assets to pledge for the purpose of borrowing additional capital. The Company’s current market capitalization and common stock liquidity will hinder its ability to raise equity proceeds. The Company anticipates that future sources of funding, if any, will therefore be costly and dilutive. if available at all. In view of the matters described in the preceding paragraphs, recoverability of the recorded asset amounts shown in the accompanying consolidated balance sheet assumes that (1) the Company will be able to establish a stabilized source of revenues, (2) obligations to the Company’s creditors are not accelerated, (3) the Company’s operating expenses remain at current levels and/or the Company is successful in restructuring and/or deferring ongoing obligations, (4) the Company obtains additional working capital to meet its contractual commitments and maintain the current level of Company operations through debt or equity sources. There is no assurance that the Company will be able to complete its revenue growth strategy or otherwise obtain sufficient working capital to cover ongoing cash requirements. Without sufficient cash reserves, the Company’s ability to pursue growth objectives will be adversely impacted. Furthermore, despite significant efforts since July 2015, the Company has thus far been unsuccessful in achieving a stabilized source of revenues. If revenues do not increase and stabilize or if additional funds cannot otherwise be raised, the Company might be required to seek other alternatives which could include the sale of assets, closure of operations and/or protection under the U.S. bankruptcy laws. |
Inventories
Inventories | 6 Months Ended |
Apr. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 3 – INVENTORIES ANU inventory was associated with materials acquired for the manufacturing of products to be sold in 2017. April 30, 2017 October 31, 2016 Raw materials and supplies $ 30,762 $ 9,944 Finished goods 79,260 - Total inventories $ 110,022 $ 9,944 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Apr. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 - PROPERTY AND EQUIPMENT April 30, 2017 October 31, 2016 Computer equipment $ 4,084 $ 1,724 Manufacturing equipment 42,725 26,313 46,809 28,037 Less: accumulated depreciation and amortization (7,823 ) (431 ) Total property and equipment, net $ 38,986 $ 27,606 Depreciation expense of property and equipment from operations totaled $3,744 and $87 for the three months ended April 30, 2017 and 2016, respectively. Depreciation expense of property and equipment from operations totaled $7,392 and $173 for the six months ended April 30, 2017 and 2016, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Apr. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 – RELATED PARTY TRANSACTIONS Effective November 4, 2016, the Company entered into executive employment agreements with Albert Mitrani, the CEO; the CEO’s wife Maria Mitrani, the Chief Science Officer (“CSO”); Bruce Werber, the Chief Operating Officer (“COO”); and Ian Bothwell, the Chief Financial Officer (“CFO”). On March 8, 2017, the Company entered into an executive employment agreement with Terrell Suddarth, the Chief Technology Officer (“CTO”), and amended the CSO’s, the COO’s and CFO’s executive employment agreements (collectively the CEO, CSO, COO, CFO’s and CTO’s executive employment agreements, as amended, are referred to as the “Executive Agreements”). Effective August 1, 2016, the Company’s corporate administrative offices were moved to office space in Miami Beach, Florida. The office space is leased from MariLuna, LLC, a Florida limited liability company which is owned by the CSO. The term of the lease is 24 months and the monthly rent is $2,500. The Company paid a security deposit of $5,000. In connection with the executive employment agreement between the Company and the CFO, the Company agreed to reimburse Rover Advanced Technologies, LLC, a company owned and controlled by the CFO for office rent and other direct expenses (phone, internet, copier and direct administrative fees, etc.) up to a maximum of $2,500 per month. As of March 29, 2017 the CFO and COO, were owed $150,000 and $150,000, respectively, by the Company for advances and unreimbursed expenses in connection with the Company’s operations though March 29, 2017. On March 29, 2017, in connection with the SPA (see Note 6), the advances and unreimbursed expenses owed to the CFO and COO totaling $300,000 were converted and incorporated in the initial tranche funding amounts as provided for in the SPA. As a result of the conversion, the advances and unreimbursed expenses are now secured obligations of the Company, and shall be payable, convertible into common shares of the Company and secured in accordance with the terms of the SPA. On March 29, 2017, in connection with the terms of the SPA, the CFO and the COO were each granted 1,000,000 common shares of the Company valued at $31,840 based on the closing price of the common stock of the Company on the date the stock was issued. On November 1, 2016, the Company issued 100 shares of Series A Non-Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”) to the CEO. On March 8, 2017, the Company issued 100 shares of the Series A Preferred Stock, to each the COO, CSO and CFO. The Series A Preferred Stock shall vote together with the shares of common stock and other voting securities of the Company as a single class and such shares shall represent 80% of all votes entitled to be voted at any annual or special meeting of stockholders of the Company or action by written consent of stockholders. The Company is still in the process of determining the fair value attributable to the Series A Preferred Stock. On March 8, 2017, Mint Organics, Inc. issued warrants to the CEO, CSO and CFO to each purchase 79 shares of the Class A Common Stock in of Mint Organics, Inc., vesting on the date Mint Organics, Inc., through one of its subsidiaries, obtains a license from any state to dispense cannabis until the fifth anniversary thereof at an exercise price of $0.001 per share. On February 14, 2017, Mr. Peter Taddeo and Mr. Wayne Rohrbaugh each invested $150,000 in Mint Organics, Inc. connection with the Company’s endeavor, through Mint Organics, Inc., to obtain a license to dispense medical cannabis in Florida. In consideration for their investment, on February 28, 2017, Mr. Taddeo and Mr. Rohrbaugh were each issued 150 shares of Series A Preferred Stock of Mint Organics, Inc. and a warrant from the Company to purchase up to 150,000 shares of common stock of the Company for $0.15 per share exercisable from the date of issuance of the warrant until the third anniversary date of the date of issuance. The warrants and shares were valued together at the amount of proceeds received. Mr. Taddeo was also appointed as the Chief Executive Officer and as a director of Mint Organics, Inc. and Mint Organics Florida, Inc. Mr. Rohrbaugh was also appointed as the Chief Operating Officer and as a director of Mint Organics, Inc. and Mint Organics Florida, Inc. The Series A Preferred Stock is convertible into Class B common stock of Mint Organics, Inc. or into common stock of the Company. During February 2017, the Company sold 250,000 shares of common stock to the COO’s daughter at $0.04 per share for an aggregate purchase price of $10,000 based on the closing price of the common stock of the Company on the date the stock was issued. On May 17, 2017, Mint Organics entered into an executive employment agreement with Peter Taddeo, the CEO of Mint Organics (the “Taddeo Agreement”). In connection with the Taddeo Agreement, the Company granted Taddeo 1,000,000 shares of unregistered restricted Common Stock valued at $0.012 per share, the closing price of the Common Stock of the Company on the date of grant. The shares vest on the date Mint Organics, through one of its subsidiaries, obtains a license from a state to dispense cannabis or December 31, 2017, whichever is earlier, and provided that Taddeo’s employment has not been terminated prior to the time the vesting conditions have been met. The Company will expense the costs over the vesting term of the grant. Certain of the Company’s customers are related and/or affiliated with employees and/or consultants of the Company. For the six months ended April 30, 2017, the total amount of sales to customers related to employees and/or consultants of the Company totaled $39,895. |
Notes Payable
Notes Payable | 6 Months Ended |
Apr. 30, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 6 — NOTES PAYABLE On November 12, 2015, the Company entered into an unsecured loan agreement (“$15,000 Note Payable”) with an unaffiliated lender pursuant to which the Company received proceeds of $15,000. The $15,000 Note Payable bears interest at 8% per annum compounded annually and was due one year after the date of issuance. On April 3, 2017, in connection with the SPA, the $15,000 Note Payable plus accrued interest was fully paid (see below). On December 24, 2015, the Company entered into an unsecured loan agreement (“$50,000 Note Payable”) with an unaffiliated lender pursuant to which the Company received proceeds of $50,000. The $50,000 Note Payable bears interest at 8% per annum compounded annually and was due one year after the date of issuance. On April 3, 2017, in connection with the SPA, the $50,000 Note Payable plus accrued interest was fully paid (see below). On April 27, 2016, the Company entered into an unsecured loan agreement (“$35,000 Note Payable”) with a consultant of the Company pursuant to which the Company received proceeds of $35,000. The payoff amount of the $35,000 Note Payable was $42,000 and was due on May 31, 2016 (an annualized interest rate of approximately 221%). On April 3, 2017, in connection with the SPA, the $35,000 Note Payable plus accrued interest was fully paid (see below). SPA - Convertible Promissory Note On March 29, 2017, the Company entered into a Securities Purchase Agreement, dated March 29, 2017 (“SPA”), with an unaffiliated “accredited investor” (“Agent”), Dr. Bruce Werber, the Company’s Chief Operating Officer and a member of the Board of Directors of the Company (“Werber”), and Ian T. Bothwell, the Company’s Chief Financial Officer and member of the Board of Directors (“Bothwell”) (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). The transactions contemplated by the SPA were consummated on April 3, 2017. Purchase and Sale Pursuant to the SPA, the Purchasers shall be entitled to purchase a 10% Original Issue Discount Convertible Secured Promissory Note and Guarantee in the principal amount of up to $1,666,667, corresponding to a subscription amount of up to $1,500,000 (“Note”). The purchase of the Note is to occur in several tranches (each a “Tranche”) pursuant to the terms and conditions of the SPA. In connection with the terms of the SPA, the Purchasers agreed to subscribe to the initial Tranche through the second Tranche for an amount in the aggregate of up to $600,000 (subject to adjustment as described in the SPA) corresponding to an aggregate of up to $666,667 in principal amount of the Note. The initial Tranche of $475,000 (which correlates to a principal amount of $527,778 of the Note) was consummated on the closing of the SPA, of which an aggregate of $300,000 (which correlates to a principal amount of $333,333 of the Note) was funded through the rollover of unreimbursed advances and expenses made to the Company by Werber and Bothwell prior to the closing date of the SPA and the remaining $175,000 was funded at Closing by the Agent. The second Tranche will be for $125,000 ($138,889 in principal amount of the Note) and will be funded to the Company by the Agent on July 15, 2017, subject to certain conditions contained in the SPA. Subject to the acceleration and/or prepayment provisions as provided for in the SPA, all unpaid principal, fees and accrued and unpaid interest of the Note shall be due and payable in full on March 31, 2018. The unpaid principal amount of the Note shall accrue interest at 10% per annum, provided that upon the occurrence and during the continuance of an event of default as defined in the SPA, the outstanding principal amount of this Note and any accrued and unpaid interest and all other overdue amounts shall each bear interest until paid at the rate of 18% per annum. Additionally, in the event that the publicly traded price of the common stock falls below $0.0125 for 3 consecutive trading days, then the Note shall accrue interest at the default interest rate. During the period April 27, 2017 to May 1, 2017, the closing price of the common stock fell below $0.0125 and accordingly beginning May 2, 2017, the default interest rate of 18% is in effect. Accrued interest shall be payable commencing on June 30, 2017, and continuing on the last business day of each subsequent calendar quarter. In the event of a conversion of this Note prior to the maturity date, all accrued and unpaid interest shall be added to the principal amount being converted as of the date of conversion to determine the amount of securities into which the Note shall be converted. In connection with the terms of the SPA, as of July 14, 2017, the Company has reserved 82,008,230 shares of the authorized common stock of the Company in favor of the Agent and is obligated to ensure that there is an adequate number of reserved shares in favor of the Agent in the future in accordance with the provisions contained in the SPA. In connection with the terms of the SPA, the Company issued the Agent, Werber and Bothwell a total of 2,000,000, 1,000,000 and 1,000,000 common shares of the Company (“Commitment Shares”), respectively, valued in the aggregate at $63,580, based on the closing price of the Common Stock of the Company on the date the stock was issued. The Note At any time after the six (6) month anniversary of the closing date and until this Note is no longer outstanding, any outstanding principal portion of this Note shall be convertible, in whole or in part, into shares of common stock of the Company at the option of each Purchaser (subject to the conversion limitations set forth in the SPA). According to the SPA, the Purchasers may fund the Company in different Subscription Amounts at each closing after the second Tranche and are not required to participate in each such subsequent Tranche. In the event that any Purchaser does not participate in any Tranche after the second Tranche, the remaining Purchasers shall have the right to participate in such Tranche in an amount up to 100% of the entire Tranche. In the event that such participating Purchasers do not collectively fund 100% of the desired Tranche amount, then the Company shall be permitted to request from any Person (as defined in the SPA) the remaining amount, so long as such Person(s) agree to execute the SPA (and further, the Company and the Purchasers agree to amend the Agreement and the Note as necessary). The Company is not obligated to consummate any additional Tranche fundings subsequent to the second Tranche. The SPA contains customary representations, warranties and covenants for similar transactions by the Company and Purchasers, including restrictions on incurrence of future indebtedness and/or issuance of equity. In addition, included in the covenants was a covenant made by the Company to be up to date with all of its filings with the Securities and Exchange Commission by July 15, 2017, including without limitation, all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Exchange Act of 1934, as amended. The Company used the proceeds received at closing from the initial tranche for general working capital purposes and the repayment of all outstanding obligations owing in connection with the $15,000 Note Payable, the $50,000 Note Payable and the $35,000 Note Payable. In connection with the SPA, the Company recorded original issue discount of $116,458 consisting of the discount in the aggregate cash received at closing and the intrinsic value of the Commitment Shares. In addition, the Company performed an independent valuation (using “Monte Carlo Simulation Models”) of the underlying value attributable to the embedded derivatives liabilities associated with the Notes at the issuance date (the Notes contain full ratchet reset provisions and variable market based conversion derivative features) and determined that the fair value of the derivative liabilities associated with the Note was $759,569. As a result, the Company has recorded the amount of the derivative liabilities at the time of closing as a reduction of the remaining initial carrying amount of the Notes of $411,320 (as unamortized discount) and the excess amount of $348,249 after reducing the initial carrying amount of the Note to $0, as interest expense. The derivative liability will be marked-to-market each quarter with the change in fair value recorded in the income statement. At April 30, 2017, the Company recorded a gain of $45,815 associated with change in fair value at April 30, 2017 from the fair value as of the closing date. Unamortized discount is amortized to interest expense using the effective interest method over the life of the Note ($39,041 for the three months and six months ended April 30, 2017). |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Apr. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 7 – DERIVATIVE LIABILITIES In connection with the sale of debt or equity instruments, the Company may sell options or warrants to purchase our common stock. In certain circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability. The Company’s derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For options, warrants and bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the instrument. The following table summarizes the derivative liability activity for the period ending April 30, 2017: Description Derivative Liabilities Fair value at October 31, 2016 $ - Change due to issuances 759,569 Change in fair value (45,815 ) Fair value at April 30, 2017 $ 713,754 For the three and six month periods ended April 30, 2017, net derivative income was $45,815. The Company classifies the fair value of these securities under level three of the fair value hierarchy of financial instruments. The fair value of the derivative liability was calculated using a Monte Carlo Simulation Model that values the liability of the Convertible Notes based on a risk neutral valuation where the price of the option is its discounted expected value. The technique applied generates a large number of possible (but random) price paths for the underlying (or underlyings) via simulation, and then calculate the associated conversion value (i.e. “payoff”) of the note (limited buy a percentage of trading volume) for each path. These payoffs are then averaged and discounted to the date of valuation resulting in the fair value of the option. The valuation of the embedded derivatives within the convertible note was completed with the following assumptions: Assumptions April 3, 2017 April 30, 2017 Dividend yield 0.00 % 0.00 % Risk-free rate for term 1.14 % 1.14 % Volatility 254.7 % 257.1 % Remaining Term (years) 1.0 0.93 Stock Price 0.0159 0.0122 |
Capital Stock
Capital Stock | 6 Months Ended |
Apr. 30, 2017 | |
Equity [Abstract] | |
Capital Stock | NOTE 8 – CAPITAL STOCK Preferred Stock The Company is authorized to issue 10,000,000 shares of $0.001 par value preferred stock in one or more designated series, each of which shall be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. The Company’s board of directors is authorized, without stockholders’ approval, within any limitations prescribed by law and the Company’s Articles of Incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock. Series A Non-Convertible Preferred Stock On November 1, 2016, the Company filed a Certificate of Designation with the Secretary of State of Nevada therein designating out of the 10,000,000 authorized shares of Preferred Stock, a class of Preferred Stock as “Series A Non-Convertible Preferred Stock” consisting of 100 shares (the “Series A Certificate of Designation”). On March 2, 2017, the Company filed with the Secretary of State of Nevada an amendment to increase the number of shares provided for in the Series A Certificate of Designation from 100 shares to 400 shares. Set forth below is a summary of the Series A Certificate of Designation, as amended. Voting Generally, the outstanding shares of Series A Non-Convertible Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Company as a single class and, regardless of the number of shares of Series A Non-Convertible Preferred Stock outstanding, and as long as at least one share of Series A Non-Convertible Preferred Stock is outstanding, such shares shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of stockholders of the Company or action by written consent of stockholders. Each outstanding share of the Series A Non-Convertible Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series A Non-Convertible Preferred Stock. Dividends The holders of shares of Series A Non-Convertible Preferred Stock shall not be entitled to receive any dividends. Issued Shares On November 1, 2016, the Company issued 100 shares of its Series A Non-Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”) to the CEO. On March 8, 2017, the Company issued 100 shares of the Series A Preferred Stock, to each of the COO, CSO and CFO. The Company is still in the process of determining the fair value attributable to the Series A Preferred Stock issued. Series B Convertible Preferred Stock On November 1, 2016, the Company filed a Certificate of Designation with the Secretary of State of Nevada therein designating out of the 10,000,000 authorized shares of Preferred Stock, a class of Preferred Stock as “Series B Convertible Preferred Stock” consisting of 1,000,000 shares (“Series B Certificate of Designation”). Issued Shares There are currently no shares of Series B Convertible Preferred Stock outstanding as of the filing date of this report on Form 10-Q for the quarter ended April 30, 2017. Common Stock On September 17, 2015, the Company completed an eighteen-for-one forward stock split. The consolidated financial statements and notes reflect a retroactive adjustment for the forward stock split. On July 10, 2017, the Company increased the authorized shares of Common Stock from 250,000,000 to 750,000,000, without changing the par value of the Common Stock or authorized number and par value of Preferred Stock. Sales of Common Stock During January 2017, the Company sold 100,000 shares of common stock at $0.05 per share for an aggregate purchase price of $5,000. During January 2017 and February 2017, the Company sold an aggregate of 600,000 Units and 300,000 Units, respectively. Each Unit cost $0.10 and consisted of two shares of common stock, one Class A Warrant and one Class B Warrant. The Company issued a total of 1,800,000 shares, Class A warrants to purchase 900,000 common shares and Class B warrants to purchase 900,000, common shares. The Class A Warrant and Class B Warrant have exercise prices of $0.075 and $0.150, respectively, and have a three-year term. The aggregate grant date fair value of the warrants issued in connection with this offering was $33,480. The total proceeds received from the above sales occurring in January 2017 and February 2017 were $60,000 and $30,000, respectively. During February 2017, the Company sold 250,000 shares of common stock to a related party at $0.04 per share for an aggregate purchase price of $10,000. On March 8, 2017, in consideration for consulting services rendered to the Company and Mint Organics, Inc., the Board approved the issuance of 100,000 shares of unregistered common stock valued at $0.02 per share, the closing price of the common stock of the Company on that date to a consultant. The Company recorded $2,000 of stock-based compensation expense based on the grant date fair value of these shares. On March 29, 2017, in connection with the terms of the SPA, the Company issued the Agent, Werber and Bothwell a total of 2,000,000, 1,000,000 and 1,000,000 common shares of the Company, respectively, valued in the aggregate at $63,680, based on the closing price of the common stock of the Company on the date the stock was issued. On May 17, 2017, in connection with the Taddeo Agreement, the Company granted Taddeo 1,000,000 shares of unregistered common stock valued at $0.012 per share ($12,000), based on the closing price of the common stock of the Company on the date of grant. The shares vest on the date Mint Organics, through one of its subsidiaries, obtains a license from a state to dispense cannabis or December 31, 2017, whichever is earlier, and provided that Taddeo’s employment has not been terminated prior to the time the vesting conditions have been met. |
Warrants
Warrants | 6 Months Ended |
Apr. 30, 2017 | |
Warrants | |
Warrants | NOTE 9 – WARRANTS In connection with the Executive Employments Agreements dated November 4, 2016 (see Note 10), the Company granted the following warrants to each executive as described below: Bothwell: a warrant to purchase, on a cashless basis, up to 31,800,000 shares of common stock of the Company for $0.06 per share, the closing price of the Company’s common stock on the date of the grant, exercisable in accordance with the vesting schedule below until the 10th anniversary of the date of issuance: (a) Immediately on the effective date, 50% of the Warrant shall vest and the remaining 50% shall vest in 18 equal monthly installments beginning on November 30, 2016 or until Bothwell no longer remains employed by the Company, whichever is earlier. Notwithstanding the foregoing vesting schedule, the unvested portion of the Warrant shall be accelerated upon the achievement of the milestones set forth below, to the satisfaction of the Board in its sole discretion and contingent upon Mr. Bothwell’s continued employment at the time of consummation: 1. 25% upon the consummation of an equity or debt financing and resulting in gross proceeds of at least $300,000, including, but not limited to, the currently contemplated financing in connection with the SPA; and 2. 25% upon the consummation of a series of equity or debt financings resulting in aggregate process gross proceeds in excess of $1,500,000. The Company valued the above warrants on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate of 1.79%, (2) term of 10 years, (3) expected stock volatility of 152%, and (4) expected dividend rate of 0%. The grant date fair value of the warrants issued was $1,879,380 of which $559,339 and $1,655,644 has been amortized during the three months and six months ended April 30, 2017, respectively, and the remaining unamortized costs will be expensed pro rata as the warrants vest. Werber: a warrant to purchase, on a cashless basis, up to 31,800,000 shares of common stock of the Company for $0.06 per share, the closing price of the Company’s common stock on the date of the grant, fully vested at the time of the grant and exercisable until the 10th anniversary of the date of issuance. The Company valued the above warrants on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate of 1.79%, (2) term of 10 years, (3) expected stock volatility of 152%, and (4) expected dividend rate of 0%. The grant date fair value of the warrants issued was $1,879,380 of which $0 and $1,879,380 has been amortized during the three months and six months ended April 30, 2017, respectively. M. Mitrani: a warrant to purchase, on a cashless basis, up to 10,000,000 shares of common stock of the Company for $0.06 per share, the closing price of the Company’s common stock on the date of the grant, fully vested at the time of the grant and exercisable until the 10th anniversary of the date of issuance. The Company valued the above warrants on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate of 1.79%, (2) term of 10 years, (3) expected stock volatility of 152%, and (4) expected dividend rate of 0%. The grant date fair value of the warrants issued was $591,000 of which $0 and $591,000 has been amortized during the three months and six months ended April 30, 2017, respectively. During January 2017 and February 2017, the Company issued 1,200,000 and 600,000 warrants, respectively, in connection with common stock offerings and valued the warrants on the dates of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 1.43% to 1.45%, (2) term of 3 years, (3) expected stock volatility of 106%, and (4) expected dividend rate of 0%. All of the warrants vested immediately. The grant date fair value of the warrants issued during January 2017 and February 2017 was $22,320 and $11,160, respectively. In connection with the Participation Agreement, on March 8, 2017, the Company issued warrants to Mr. Peter Taddeo, a member of the Board and the Chief Executive Officer and a director of both Mint Organics and Mint Organics Florida and Mr. Wayne Rohrbaugh, the Chief Operating Officer and a director of both Mint Organics and Mint Organics Florida, to each purchase 150,000 shares of common stock of the Company at an exercise price of $0.15 per share, exercisable from the date of issuance until the third anniversary date of the date of issuance. The Company valued the above warrants on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate of 1.38%, (2) term of 3 years, (3) expected stock volatility of 106%, and (4) expected dividend rate of 0%. The grant date fair value of the warrants issued was $4,770. On March 8, 2017, in connection with Mr. Suddarth’s employment agreement, the Company granted Mr. Suddarth a warrant to purchase, on a cashless basis, 23,850,000 shares of the Company’s common stock at an exercise price of $0.02 per share, the closing price of common stock of the Company on March 8, 2017, exercisable in accordance with the vesting schedule below until the 10 th (a) Immediately on the effective date, 50% of the Warrant shall vest and, thereafter, the remaining 50% shall vest in 18 equal monthly installments beginning on March 31, 2017 or until Suddarth no longer remains employed by the Company, whichever is earlier. (b) Notwithstanding the foregoing vesting schedule, the unvested portion of the Warrant shall be accelerated upon the achievement of the milestones set forth below, to the satisfaction of the Board in its sole discretion and contingent upon Mr. Suddarth’s continued employment at the time of consummation: 1. 25% for the commercial availability of a sheet type human amnion product 2. 15% for the third commercially available product; and 3. 10% for the fourth commercially available product The Company valued the above warrants on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate of 2.57%, (2) term of 10 years, (3) expected stock volatility of 153%, and (4) expected dividend rate of 0%. The grant date fair value of the warrants issued was $469,845 of which $0 and $257,657 has been amortized during the three months and six months ended April 30, 2017, respectively and the remaining unamortized costs will be expensed pro rata as the warrants vest. On March 8, 2017, the Board of the Company granted warrants to purchase shares of common stock of the Company on a cashless basis to the following executive officers and directors of the Company: Executive Officer Warrants: Dr. Bruce Werber (Chief Operating Officer and Director) 21,500,000 Ian T. Bothwell (Chief Financial Officer and Director) 21,500,000 Dr. Maria Ines Mitrani (Chief Science Officer and Director) 13,850,000 TOTAL 56,850,000 The foregoing warrants are exercisable for $0.02 per share, the closing price of Common Stock of the Company on March 8, 2017, and are exercisable from the date of issuance until the 10th anniversary of the date of issuance. The Company valued the above warrants on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate of 2.57%, (2) term of 10 years, (3) expected stock volatility of 153%, and (4) expected dividend rate of 0%. The grant date fair value of the warrants issued was $1,119,945 of which $0 and $1,119,945 has been amortized during the three months and six months ended April 30, 2017, respectively. A summary of warrant activity for the six months ended April 30, 2016 is presented below: Number of Shares Weighted-average Exercise Price Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at October 31, 2015 1,008,114 $ 0.75 3.78 $ - Granted 729,370 $ 0.75 4.00 $ - Exercised - $ - Expired/Forfeited - $ - Outstanding and exercisable at April 30, 2016 1,737,484 $ 0.75 3.82 $ - A summary of warrant activity for the six months ended April 30, 2017 is presented below. Number of Shares Weighted-average Exercise Price Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at October 31, 2016 1,737,484 $ 0.75 3.01 $ - Granted 156,400,000 $ 0.05 9.90 $ - Exercised - $ - Expired/Forfeited - $ - Outstanding and exercisable at April 30, 2017 158,137,484 $ 0.05 9.53 $ - |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Apr. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 – COMMITMENTS AND CONTINGENCIES On June 22, 2015, the Company entered into an agreement with a consultant whereby the Company agreed to issue the consultant a warrant to purchase shares of common stock for up to 4.9% of the outstanding common stock of the Company. The terms of the warrant agreement were not determined or authorized by the Board of Directors of the Company, and accordingly, the warrant obligation has not been recorded by the Company. Executive Employment Agreements Effective November 4, 2016, the Company entered into executive employment agreements with Albert Mitrani, the CEO; the CEO’s wife Maria Mitrani, the Chief Science Officer (“CSO”); Bruce Werber, the Chief Operating Officer (“COO”); and Ian Bothwell, the Chief Financial Officer (“CFO”). On March 8, 2017, the Company entered into an executive employment agreement with Terrell Suddarth, the Chief Technology Officer (“CTO”), and amended the CSO’s, the COO’s and CFO’s executive employment agreements (collectively the CEO, CSO, COO, CFO’s and CTO’s executive employment agreements, as amended, are referred to as the “Executive Agreements”). The terms provided for in the each of the Executive Agreements are summarized below: CEO Mr. Mitrani shall serve as the Company’s CEO and Chairman of the Board of Directors of the Company. The employment term shall be for five years, unless terminated earlier pursuant to the terms of the agreement, and thereafter deemed to be automatically extended, upon the same terms and conditions, for successive periods of five years, unless either party provides written notice of its intention not to extend the term at least 90 days prior to the applicable renewal date. The CEO’s base annual salary is $360,000, which shall accrue commencing October 1, 2016 and shall be payable upon the Company generating sufficient net revenue or obtaining sufficient third party financing. The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base salary during the employment term. In connection with the execution of the agreement, the Company agreed to pay the CEO a $100,000 signing bonus which shall be accrued and paid by the Company upon the Company having sufficient cash flow. In addition, the agreement provided for the settlement of unpaid expenses and prior salary of approximately $120,000 to be paid upon the earliest reasonable practicable time that there is sufficient working capital as determined by the Board. The agreement also contains terms regarding eligibility for future annual bonuses, annual equity awards under the Company’s equity plan, if any, fringe benefits and perquisites consistent with the practices of the Company (including health and dental insurance, an automobile expense allowance of $2,500 per month plus all expenses related to the maintenance, repair and operation of such automobile, reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by the CEO in accordance with the Company’s expense reimbursement policies and procedures and a personal life insurance policy of up to $2,000,000. The Company may terminate the agreement at any time with or without “Cause” and the CEO may resign at any time with or without “Good Reason” (as defined in the agreement). The nature of the obligations owing to the CEO upon termination is more fully described in the agreement. COO Mr. Werber shall serve as the Company’s COO and member of the Board of Directors of the Company. The employment term shall be for three years, unless terminated earlier pursuant to the terms of the agreement, and thereafter deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term at least 90 days prior to the applicable renewal date. The COO’s base annual salary is $360,000, which shall accrue commencing October 1, 2016 and shall be payable upon the Company generating sufficient net revenue or obtaining sufficient third party financing. The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base salary during the employment term. In connection with the execution of the agreement, the Company agreed to pay the COO a $35,000 signing bonus which shall be accrued and paid by the Company upon the Company having sufficient cash flow. The agreement also contains terms regarding eligibility for future annual bonuses, annual equity awards under the Company’s equity plan, if any, fringe benefits and perquisites consistent with the practices of the Company (including health and dental insurance, an automobile expense allowance of $650 per month, reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by the COO in accordance with the Company’s expense reimbursement policies. The Company may terminate the agreement at any time with or without “Cause” and the COO may resign at any time with or without “Good Reason” (as defined in the agreement). The nature of the obligations owing to the COO upon termination is more fully described in the agreement. In connection with the execution of the agreement, the Company granted the COO a warrant to purchase, on a cashless basis, up to 31,800,000 shares of common stock of the Company for $0.06 per share, the closing price of the Company’s common stock on the effective date, fully vested at the time of the grant and exercisable until the 10th anniversary of the date of issuance (see Note 9). CFO Mr. Bothwell shall serve as the Company’s CFO and member of the Board of Directors of the Company. The employment term shall be for three years, unless terminated earlier pursuant to the terms of the agreement, and thereafter deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term at least 90 days prior to the applicable renewal date. The CFO’s base annual salary is $360,000, which shall accrue commencing October 1, 2016 and shall be payable upon the Company generating sufficient net revenue or obtaining sufficient third party financing. The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base salary during the employment term. In connection with the execution of the agreement, the Company agreed to pay the CFO a $35,000 signing bonus which shall be accrued and paid by the Company upon the Company having sufficient cash flow. The agreement also contains terms regarding eligibility for future annual bonuses, annual equity awards under the Company’s equity plan, if any, fringe benefits and perquisites consistent with the practices of the Company (including health and dental insurance, an automobile expense allowance of $650 per month, reimbursement of office related expenses up to $2,500 per month, reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by the CFO in accordance with the Company’s expense reimbursement policies. The Company may terminate the agreement at any time with or without “Cause” and the CFO may resign at any time with or without “Good Reason” (as defined in the agreement). The nature of the obligations owing to the CFO upon termination is more fully described in the agreement. In connection with the execution of the agreement, the Company granted the CFO a warrant to purchase, on a cashless basis, up to 31,800,000 shares of common stock of the Company for $0.06 per share, the closing price of the Company’s common stock on the effective date, exercisable in accordance with the vesting schedule as described in the agreement until the 10th anniversary of the date of issuance (see Note 9); CSO Dr. Maria Ines Mitrani shall serve as the Company’s CSO and member of the Board of Directors of the Company. The employment term shall be for five years, unless terminated earlier pursuant to the terms of the agreement, and thereafter deemed to be automatically extended, upon the same terms and conditions, for successive periods of five years, unless either party provides written notice of its intention not to extend the term at least 90 days prior to the applicable renewal date. The CSO’s base annual salary is $250,000 (subsequently amended to $300,000 on March 8, 2017), which shall accrue commencing October 1, 2016 and shall be payable upon the Company generating sufficient net revenue or obtaining sufficient third party financing. The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base salary during the employment term. In connection with the execution of the agreement, the Company agreed to pay the CSO a $50,000 signing bonus which shall be accrued and paid by the Company upon the Company having sufficient cash flow. In addition, the agreement provided for the settlement of unpaid expenses and prior consulting fees owed to Mariluna LLC, an entity owned by the CSO, of approximately $84,000 to be paid upon the earliest reasonable practicable time that there is sufficient working capital as determined by the Board. The agreement also contains terms regarding eligibility for future annual bonuses, annual equity awards under the Company’s equity plan, if any, fringe benefits and perquisites consistent with the practices of the Company (including health and dental insurance, an automobile expense allowance of $1,000 per month plus all expenses related to the maintenance, repair and operation of such automobile and reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by the CSO in accordance with the Company’s expense reimbursement policies and procedures. The Company may terminate the agreement at any time with or without “Cause” and the CSO may resign at any time with or without “Good Reason” (as defined in the agreement). The nature of the obligations owing to the CSO upon termination is more fully described in the agreement. In connection with the execution of the agreement, the Company granted the CSO a warrant to purchase, on a cashless basis, up to 10,000,000 shares of common stock of the Company for $0.06 per share, the closing price of the Company’s common stock on the effective date, fully vested at the time of the grant and exercisable until the 10th anniversary of the date of issuance (see Note 9). CTO Mr. Suddarth shall serve as the Company’s CTO and member of the Board of Directors of the Company. The employment term shall be for three years, unless terminated earlier pursuant to the terms of the agreement, and thereafter deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term at least 90 days prior to the applicable renewal date. The CEO’s base annual salary is $300,000, which shall accrue commencing October 1, 2016 and shall be payable upon the Company generating sufficient net revenue or obtaining sufficient third party financing. The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base salary during the employment term. In connection with the execution of the agreement, the Company agreed to pay the CTO a $35,000 signing bonus which shall be accrued and paid by the Company upon the Company having sufficient cash flow. The agreement also contains terms regarding eligibility for future annual bonuses, annual equity awards under the Company’s equity plan, if any, fringe benefits and perquisites consistent with the practices of the Company (including health and dental insurance, an automobile expense allowance of $650 per month, and reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by the CTO in accordance with the Company’s expense reimbursement policies. The Company may terminate the agreement at any time with or without “Cause” and the CTO may resign at any time with or without “Good Reason” (as defined in the agreement). The nature of the obligations owing to the CTO upon termination is more fully described in the agreement. In connection with the execution of the agreement, the Company granted the CTO a warrant to purchase, on a cashless basis, up to 23,850,000 shares of common stock of the Company for $0.02 per share, the closing price of the Company’s common stock on the effective date, exercisable in accordance with the vesting schedule as described in the agreement until the 10th anniversary of the date of issuance (see Note 9); Leases Ethan NY On September 3, 2015, Ethan NY entered into a five-year lease agreement (“Ethan Lease”) for a store located in New York City, New York. The Ethan Lease commenced on October 1, 2015. Under the terms of the Ethan Lease, Ethan NY provided an $18,585 security deposit and a former employee of Ethan NY provided a personal guaranty for a portion of the amounts due under the Ethan Lease. During June 2016, Ethan NY exited from its leased premises. Ethan NY has not made any of the required minimum monthly lease payments pursuant to this 5-year lease totaling $586,242 (excluding late fees and interest provided for under the Ethan Lease). All of Ethan NY’s obligations under the Ethan Lease are recourse only to the assets at Ethan NY, except for certain obligations under the Ethan Lease that were guaranteed by a former employee. Under the terms of the Ethan Lease, the obligations of Ethan NY for future rents are to be mitigated based on the amount of any future rents that are received for the rental of the leased premises to other tenants during the initial term. During August 2016, Ethan NY received confirmation that the Leased Premises had been leased to another tenant. In connection with the termination of the Ethan Lease, Ethan NY has made several unsuccessful attempts to contact the landlord for the purpose of obtaining a settlement and release for any amounts that the landlord may claim are owing under the Ethan Lease, if any. Ethan NY is not aware of any claim pending or threatened in connection with the Ethan Lease. Anu Life Sciences, Inc. In connection with the Company’s decision to relocate its existing placental tissue bank processing laboratory in Miami, Florida, on May 23, 2017, our wholly-owned subsidiary, Anu Life Sciences Inc. a Florida corporation (“Anu”), entered into a five-year lease agreement (“Lab Lease”) for an approximately 3,500 square foot laboratory and administrative office facility in Sunrise, Florida. The Lab Lease is effective July 1, 2017 and expires on June 30, 2022, and provides for the ability of Anu to move into the premises beginning June 20, 2017. Under the terms of the Lab Lease, Anu has the option to renew the Lab Lease for two additional 5-year periods. Anu was required to provide a $37,275 security deposit of which $18,638 is to be returned to Anu after the 2 nd Convertible Equity Securities Conversion of Notes issued in connection with the SPA In connection with the SPA, at any time after the six (6) month anniversary of the closing date and until the Note is no longer outstanding, any outstanding principal portion of the Note shall be convertible, in whole or in part, into shares of common stock of the Company at the option of each Purchaser (subject to the conversion limitations set forth in the SPA). The Company performed an independent valuation (using “Monte Carlo Simulation Models”) of the underlying value attributable to the fair value of the embedded derivatives liabilities associated with the Notes at the issuance date (the Notes contain full ratchet reset provisions and variable market based conversion derivative features) and determined that the fair value of the derivative liabilities associated with the Note was $759,570 (the derivative liability will be marked-to-market each quarter with the change in fair value recorded in the income statement). As of April 30, 2017, the amounts owed under the SPA, including original issue discount and accrued interest was approximately $531,826. Series A Preferred Stock of Mint Organics, Inc. As more fully described in Note 11, each share of the Series A Preferred Stock shall automatically convert into 1.5 shares of Class B Common Stock of Mint Organics upon the earlier of (a) the fifth anniversary of the date such share of Series A Preferred Stock was issued; or (b) Mint Organics’ receipt of the necessary licenses and permits required to operate business operations in the medical cannabis industry. In addition, commencing on the first anniversary of the issuance date, each holder of the Series A Preferred Stock shall have the right, but not the obligation, to convert some or all of such holder’s shares of Series A Preferred Stock (or Class B Common Stock equivalent) into unregistered shares, par value $0.001 per share, of common stock of BPSR, based on the Stated Value divided by the average trading price of BPSR common stock for the ten trading days prior the conversion date. Notwithstanding the foregoing, the number of shares of Class B Common Stock issuable upon the conversion of the outstanding Series A Preferred Stock shall be adjusted to ensure that the outstanding Class B Common Stock represents 45% of the outstanding capital stock of Mint Organics (based on conversion of 300 shares of the Series A Preferred Stock or pro rata portion thereof). |
Mint Organics Inc.
Mint Organics Inc. | 6 Months Ended |
Apr. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Mint Organics Inc. | NOTE 11 – MINT ORGANICS INC. On February 14, 2017, the Company entered into a participation agreement with Mr. Peter Taddeo (“Taddeo”) and Mr. Wayne Rohrbaugh (“Rohrbaugh”) (collectively, the “Investors”) in connection with the Company’s endeavor to obtain a license to dispense medical cannabis in Florida. Pursuant to the agreement, the Company sold a total 45% non-controlling interest in Mint Organics, Inc. to Taddeo and Rohrbaugh for $150,000 from each. The Company also established Mint Organics Florida, Inc., a wholly owned subsidiary of Mint Organics Inc. In connection with the agreement, $150,000 of the proceeds received from the Investors was obligated to be used to fund the operations of Mint Organics, Inc. and/or Mint Organics Florida, Inc. and the remainder was to be used for working capital of the Company. Mint Organics authorized capital consists of (i) 1,000 shares of Class A Voting Common Stock, par value $0.001 per share (“Class A Common Stock”); (ii) 1,000 shares of Class B Non-Voting Common Stock, par value $0.001 per share (“Class B Common Stock”); and (iii) 1,000 shares of Preferred Stock, par value $0.001 per share. BPSR owns 550 shares of Class A Common Stock, representing 100% of the outstanding shares of Class A Common Stock. There are no shares of Class B Common Stock currently outstanding. Pursuant to the Certificate Of Designation with respect to a Series A Convertible Preferred Stock (“Series A Preferred Stock”) filed with the state of Nevada on February 28, 2017 and as amended on March 23, 2017, Mint Organics authorized 300 shares of Series A Preferred Stock, par value $0.001 per share and a stated value of $1,000 per share. The Series A Preferred Stock is non-voting and non-redeemable. The amount of each share of the Series A Preferred Stock shall automatically convert into 1.5 shares of Class B Common Stock of Mint Organics upon the earlier of (a) the fifth anniversary of the date such share of Series A Preferred Stock was issued; or (b) Mint Organics’ receipt of the necessary licenses and permits required to operate business operations in the medical cannabis industry. In addition, commencing on the first anniversary of the issuance date, each holder of the Series A Preferred Stock shall have the right, but not the obligation, to convert some or all of such holder’s shares of Series A Preferred Stock (or Class B Common Stock equivalent) into unregistered shares, par value $0.001 per share, of common stock of BPSR, based on the stated value divided by the average trading price of BPSR common stock for the ten trading days prior the conversion date. Notwithstanding the foregoing, the number of shares of Class B Common Stock issuable upon the conversion of the outstanding Series A Preferred Stock shall be adjusted to ensure that the outstanding Class B Common Stock represents 45% of the outstanding capital stock of Mint Organics (based on conversion of 300 shares of the Series A Preferred Stock or pro rata portion thereof). In connection with the agreement, Mint Organics issued to each of Taddeo and Rohrbaugh (i) 150 shares of Series A Preferred Stock and (ii) a warrant exercisable for up to 150,000 shares of BPSR’s common stock for $0.15 per share exercisable from the date of issuance until the third anniversary of the date of issuance (see Note 9). In addition, in connection with the agreement, Taddeo was appointed as the Chief Executive Officer and as a director of Mint Organics, Inc. and Mint Organics Florida, Inc. Rohrbaugh was appointed as the Chief Operating Officer and as a director of Mint Organics, Inc. and Mint Organics Florida, Inc. On March 8, 2017, Mint Organics issued warrants to purchase shares of Class A Common Stock, of Mint Organics, Inc., vesting on the date Mint Organics, through one of its subsidiaries, obtains a license from a state to dispense cannabis until the fifth anniversary thereof to the following executives of Mint Organics: Name: Warrants: Exercise Price: Albert Mitrani 79 $ 0.001 Ian T. Bothwell 79 $ 0.001 Dr. Maria I. Mitrani 79 $ 0.001 TOTAL 237 The Company estimates the fair value of these warrants to be approximately $10,000, with current period amortization of approximately $3,000, considering the contingency for the vesting of the warrants, the term of the warrants and the restrictive components of the underlying stock. In addition, the Company will consider the contingencies, risks and viability typically associated with start-up businesses and the current uncertainty involving the conflict of state and federal legislation of the marijuana industry. Mint CEO Employment Agreement Pursuant to an employment agreement entered into effective May 1, 2017, with Mr. Taddeo and Mint Organics, Mr. Taddeo shall serve as the Mint CEO and member of the Board of Directors of Mint Organics. The employment term shall be for three years, unless terminated earlier pursuant to the terms of the agreement, and thereafter deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term at least 90 days prior to the applicable renewal date. The Mint CEO’s base annual salary is $180,000 during the period prior to Mint Organics, through one of its subsidiaries, or by other means, obtains or acquires access for a license from a state to dispense cannabis which shall accrue commencing as of the effective date and shall be payable upon Mint Organics generating sufficient net revenue or obtaining sufficient third party financing; and thereafter payable in periodic installments in accordance with Mint Organics customary payroll practices, but no less frequently than monthly. The Mint CEO’s base salary shall automatically be adjusted to an annual rate of base salary of $250,000 once the license is obtained. The base salary shall be reviewed at least annually by the Mint Board and the Mint Board may, but shall not be required to, increase the base salary during the employment term. In connection with the execution of the agreement, Mint Organics agreed to pay the Mint CEO a $25,000 signing bonus which shall be accrued and paid by Mint Organics upon Mint Organics having sufficient cash flow. The agreement also contains terms regarding eligibility for future annual bonuses, annual equity awards under Mint Organics’ equity plan, if any, fringe benefits and perquisites consistent with the practices Mint Organics (including health and dental insurance, an automobile expense allowance of $1,000 per month, and reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by the Mint CEO in accordance with Mint Organics’ expense reimbursement policies. Mint Organics may terminate the agreement at any time with or without “Cause” and the Mint CEO may resign at any time with or without “Good Reason” (as defined in the agreement). The nature of the obligations owing to the Mint CEO upon termination is more fully described in the agreement. In connection with the execution of the agreement, the Company granted the Mint CEO 1,000,000 shares of unregistered Common Stock of BPSR, vesting on the date Mint Organics, through one of its subsidiaries, obtains a license from a state to dispense cannabis or December 31, 2017, whichever is earlier, and provided that the Mint CEO’s employment has not been terminated prior to the time the vesting conditions have been met. Mint Organics Florida, Inc. Mint Organics Florida’s authorized capital structure consists of (1) 10,000 shares of Class A Voting Common Stock, par value $0.001 per share and (ii) 10,000 shares of Class B Non-Voting Common Stock, par value $0.001 per share. The Class A Common Stock shall have the sole right and power to vote on all matters on which a vote of shareholders is to be taken. In all matters, with respect to actions both by vote and by consent, each holder of shares of the Class A Common Stock shall be entitled to cast one vote in person or by proxy for each share of Class A Common Stock standing in such holder’s name on the transfer books of the Corporation. The Class B Common Stock shall not be entitled to vote on any matters. On February 28, 2017, the Board of Mint Organics Florida issued 2,125 shares of Class A Voting Common Stock, par value $0.001 per share, of Mint Organics Florida to Mint Organics and determined that the fair consideration for the initial issuance of the Series A Voting Common Stock is $0.001 per share. Offering: On March 17, 2017, Mint Organics Florida initiated a private offering to raise up to $1,000,000 in exchange for up to 212.5 shares of Class B common stock, representing approximately 10.0% of the outstanding equity of Mint Organics Florida as of the date of the offering. The proceeds of the offering are to be used for general working capital purposes. On April 6, 2017, Mint Organics received proceeds of $100,000 in connection with the sale of 21.25 units to an investor in connection with the offering. Agreements: On February 15, 2017, Mint Organics Florida entered into a consulting agreement with a lobbying firm in connection with Mint Organics Florida’s efforts to obtain a license to dispense medical cannabis in Florida. The initial term of the agreement is for a minimum period of one year and will automatically renew for additional one-year terms unless either party provides 60 days’ prior written notice of intent to cancel the agreement. Under the terms of the agreement, Mint Organics Florida is required to pay a monthly fee of $7,500, plus expenses and upon Mint Organics Florida’s receipt of a license to dispense medical cannabis in Florida, the Consulting Firm will be entitled to receive a 3% equity interest in Mint Organics Florida through granting of 63.75 shares of Class B Common Stock of Mint Organics Florida. The issuance will be recorded as additional non-controlling interests in Mint Organics Florida beginning in May 2017 when the services begin to be performed. The Company’s non-controlling interests in Mint Organics and Mint Organics Florida are determined based on the pro rata equity percentage held by the non-controlling equity holders of 45.0% and 1.0%, respectively, provided that the carrying amount of non-controlling interests shall not be negative. As of April 30, 2017, the non-controlling interests amount of $142,997 represents the minority interest’s share of Mint Organics and Mint Organics Florida. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Apr. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | NOTE 12 – DISCONTINUED OPERATIONS Ethan NY During September 2015, the Company formed Ethan NY for the purpose of selling clothing and accessories through a retail store. During June 2016, the Ethan NY operations were closed and as a result the operations of Ethan NY have been reflected as discontinued operations in the financial statements. The following summarizes the carrying amounts of the assets and liabilities of Ethan NY: April 30, 2017 October 31, 2016 Assets: $ - $ - Liabilities: Accounts payable $ 94,835 $ 94,835 Accrued expenses 31,016 31,016 $ 125,851 $ 125,851 The following summaries Ethan NY’s revenues and expenses, net and net income of discontinued operations: Three Months Ended April 30, 2017 2016 Total revenues $ - $ 38,658 Total expenses, net - 77,921 Loss from discontinued operations $ - $ (39,263 ) Six Months Ended April 30, 2017 2016 Total revenues $ - $ 67,228 Total expenses, net - 226,529 Loss from discontinued operations $ - $ (159,301 ) |
Segment Information
Segment Information | 6 Months Ended |
Apr. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 13 - SEGMENT INFORMATION Beginning during the quarter ended April 30, 2017, the Company had two operating segments (providing of anti-aging and cellular therapy patient marketing and product sales (“Patient Referral and Product Sales”) and the operating of Medical Marijuana Treatment Centers (“MMTC”) for defined MMTC licensed activities (“MMTC Activities”). The MMTC activities do not yet have a license to open and operate MMTC’s and to date has not generated revenues. The following are amounts related to the Patient Referral and Product Sales and the MMTC businesses included in the accompanying consolidated financial statements for the three months ended April 30, 2017 and 2016 and the six months ended April 30, 2017 and 2016, respectively: Three Months Ended April 30, Six Months Ended April 30, 2017 2016 2017 2016 Revenues: Patient referrals and product sales $ 140,005 $ 66,701 $ 140,590 $ 128,296 MMTC activities - - - - Total revenues $ 140,005 $ 66,701 $ 140,590 $ 128,296 Gross profit: Patient referrals and product sales $ 88,210 $ 61,053 $ 88,795 $ 105,364 MMTC activities - - - - Gross profit $ 88,210 $ 61,053 $ 88,795 $ 105,364 Net loss from continuing operations: Patient referrals and product sales $ (2,830,421 ) $ (256,270 ) $ (7,072,914 ) $ (455,020 ) MMTC activities (82,443 ) - (82,443 ) - Net loss from continuing operations $ (2,912,864 ) $ (256,270 ) $ (7,155,357 ) $ (455,020 ) April 30, 2017 October 31, 2016 Total assets: Patient referrals and product sales $ 304,646 $ 69,898 MMTC activities 37,510 - Total $ 342,156 $ 69,898 |
Additional Subsequent Event
Additional Subsequent Event | 6 Months Ended |
Apr. 30, 2017 | |
Subsequent Events [Abstract] | |
Additional Subsequent Event | NOTE 14 – ADDITIONAL SUBSEQUENT EVENT On June 22, 2017, Mint Organics entered into an unsecured loan agreement with a third party and a principal balance of $60,000, an annual interest rate of 10%, and all accrued and unpaid interest and outstanding principal are due on the one-year anniversary of the note. |
Organization and Description 20
Organization and Description of Business (Policies) | 6 Months Ended |
Apr. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities Exchange Commission, although we believe that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended October 31, 2016 filed with the Securities and Exchange Commission. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with the current financial statement presentation including adjusted footnotes to reflect the presentation of discontinued operations as further discussed in Note 12. |
Concentrations of Credit Risk | Concentrations of Credit Risk The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $250,000 per institution. At April 30, 2017, the Company did not have any cash balances in financial institutions in excess of FDIC insurance coverage. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. |
Inventory | Inventory Inventory is stated at the lower of cost or market using the average cost method. The Company regularly reviews inventory quantities on hand to identify slow-moving merchandise and markdowns necessary to clear slow-moving merchandise. Estimates of markdown requirements may differ from actual results due to changes in quantity, quality and mix of products in inventory, as well as changes in consumer preferences, market and economic conditions. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives of property and equipment range from 3 to 5 years. Upon sale or retirement, the cost and related accumulated depreciation and amortization are eliminated from their respective accounts, and the resulting gain or loss is included in results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue on arrangements in accordance with FASB ASC Topic. 605 “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Basic income (loss) per common share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. At April 30, 2017, the Company had 158,137,484 common shares issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the three months ended April 30, 2017. At April 30, 2016, the Company had 1,737,484 common shares issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the three months ended April 30, 2016. |
Stock-Based Compensation | Stock-Based Compensation All share-based payments to employees, including grants of employee stock options, are recognized in the financial statements based on their fair values. Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. |
Income Taxes | Income Taxes The Company is required to file a consolidated tax return that includes all of its subsidiaries. Current income taxes are based on the year’s taxable income for federal and state income tax reporting purposes. Deferred income taxes are provided on a liability basis whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax law and rates on the date of enactment. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. The Company’s policy is to recognize interest and penalties related to income tax matters as a component of income tax expense. For the three months ended January 31, 2017 and 2016, the Company has incurred operating losses, and therefore, there were not any tax expense amounts recorded during that period. |
Valuation of Derivatives | Valuation of Derivatives The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments in accordance with ASC 815. The Company utilized Monte Carlo Simulation models that value the derivative liability based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. The derivative liabilities result in a reduction of the initial carrying amount (as unamortized discount) of the Convertible Notes. This derivative liability is marked-to-market each quarter with the change in fair value recorded in the income statement. Unamortized discount is amortized to interest expense using the effective interest method over the life of the Convertible Note. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made. The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. The Company’s convertible promissory notes (see Note 6) which are required to be measured at fair value on a recurring basis under of ASC 815 as of April 30, 2017 are all measured at fair value using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities as of April 30, 2017: Level one Level two Level three The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company’s derivative liability is measured at fair value on a recurring basis. The Company classifies the fair value of the derivative liability under level three. Based on ASC Topic 815 and related guidance, the Company concluded the common stock issuable pursuant to conversion of the convertible promissory notes are required to be accounted for as derivatives as of the issue date due to a reset feature on the exercise price. At the date of issuance common stock derivative liabilities were measured at fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The Company records the fair value of these derivatives on its balance sheet at fair value with changes in the values of these derivatives reflected in the consolidated statements of operations as “change in fair value of derivative liabilities.” These derivative instruments are not designated as hedging instruments under ASC 815-10 and are disclosed on the balance sheet under Derivative Liabilities. Further, and in accordance with ASC 815, the embedded derivatives are revalued using a Monte Carlo Simulation Model at issuance and at each balance sheet date and marked to fair value with the corresponding adjustment as a “gain or loss on change in fair values” in the consolidated statement of operations. As of April 30, 2017, the fair value of the derivative liabilities included on the accompanying consolidated balance sheet was $713,754. During the three months period ended April 30, 2017, the Company recognized a gain on change in the fair value totaling $45,815. The Company classifies the fair value of these securities under level three of the fair value hierarchy of financial instruments. The following table presents liabilities that are measured and recognized at fair value as of April 30, 2017 on a recurring and non-recurring basis: Description Level 1 Level 2 Level 3 Gains (Losses) Derivatives $ - $ - $ 713,754 $ (45,815 ) Fair Value at April 30, 2017 $ - $ - $ 713,754 $ (45,815 ) Changes in the unobservable input values would likely cause material changes in the fair value of the Company’s Level 3 financial instruments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The new guidance provides new criteria for recognizing revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance requires expanded disclosures to provide greater insight into both revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. Quantitative and qualitative information will be provided about the significant judgments and changes in those judgments that management made to determine the revenue that is recorded. This accounting standard update, as amended, will be effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Early adoption is permitted, but no earlier than fiscal 2017. The Company is currently assessing the provisions of the guidance and has not determined the impact of the adoption of this guidance on its consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The new standard requires management to assess the company’s ability to continue as a going concern. Disclosures are required if there is substantial doubt as to the company’s continuation as a going concern within one year after the issue date of financial statements. The standard provides guidance for making the assessment, including consideration of management’s plans which may alleviate doubt regarding the Company’s ability to continue as a going concern. ASU 2014-15 is effective for years ending after December 15, 2016. Early adoption is permitted. The Company has adopted this standard for the year ending October 31, 2016, and management has concluded that there is substantial doubt as to the Company’s continuation as a going concern within one year after the issuance date of the financial statements. In February 2016, a pronouncement was issued by the FASB that creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard is to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the new pronouncement on its financial statements. In April 2016, the FASB issued ASU No. 2016-09, “Compensation – Stock Compensation” (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company adopted this guidance in the first quarter of 2017. The adoption of this update had no material effect on the Company’s financial position or results of operations. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events that occurred after April 30, 2017 through the financial statement issuance date for subsequent event disclosure consideration. |
Organization and Description 21
Organization and Description of Business (Tables) | 6 Months Ended |
Apr. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Liabilities Measured and Recognized at Fair Value | The following table presents liabilities that are measured and recognized at fair value as of April 30, 2017 on a recurring and non-recurring basis: Description Level 1 Level 2 Level 3 Gains (Losses) Derivatives $ - $ - $ 713,754 $ (45,815 ) Fair Value at April 30, 2017 $ - $ - $ 713,754 $ (45,815 ) |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Apr. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | ANU inventory was associated with materials acquired for the manufacturing of products to be sold in 2017. April 30, 2017 October 31, 2016 Raw materials and supplies $ 30,762 $ 9,944 Finished goods 79,260 - Total inventories $ 110,022 $ 9,944 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Apr. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | April 30, 2017 October 31, 2016 Computer equipment $ 4,084 $ 1,724 Manufacturing equipment 42,725 26,313 46,809 28,037 Less: accumulated depreciation and amortization (7,823 ) (431 ) Total property and equipment, net $ 38,986 $ 27,606 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Apr. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Derivative Liability Activity | The following table summarizes the derivative liability activity for the period ending April 30, 2017: Description Derivative Liabilities Fair value at October 31, 2016 $ - Change due to issuances 759,569 Change in fair value (45,815 ) Fair value at April 30, 2017 $ 713,754 |
Schedule of Assumptions Used | The valuation of the embedded derivatives within the convertible note was completed with the following assumptions: Assumptions April 3, 2017 April 30, 2017 Dividend yield 0.00 % 0.00 % Risk-free rate for term 1.14 % 1.14 % Volatility 254.7 % 257.1 % Remaining Term (years) 1.0 0.93 Stock Price 0.0159 0.0122 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Apr. 30, 2017 | |
Warrants | |
Schedule of Warrants Granted to Purchase Shares of Common Stock | On March 8, 2017, the Board of the Company granted warrants to purchase shares of common stock of the Company on a cashless basis to the following executive officers and directors of the Company: Executive Officer Warrants: Dr. Bruce Werber (Chief Operating Officer and Director) 21,500,000 Ian T. Bothwell (Chief Financial Officer and Director) 21,500,000 Dr. Maria Ines Mitrani (Chief Science Officer and Director) 13,850,000 TOTAL 56,850,000 |
Summary of Warrant Activity | A summary of warrant activity for the six months ended April 30, 2016 is presented below: Number of Shares Weighted-average Exercise Price Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at October 31, 2015 1,008,114 $ 0.75 3.78 $ - Granted 729,370 $ 0.75 4.00 $ - Exercised - $ - Expired/Forfeited - $ - Outstanding and exercisable at April 30, 2016 1,737,484 $ 0.75 3.82 $ - A summary of warrant activity for the six months ended April 30, 2017 is presented below. Number of Shares Weighted-average Exercise Price Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at October 31, 2016 1,737,484 $ 0.75 3.01 $ - Granted 156,400,000 $ 0.05 9.90 $ - Exercised - $ - Expired/Forfeited - $ - Outstanding and exercisable at April 30, 2017 158,137,484 $ 0.05 9.53 $ - |
Mint Organics Inc. (Tables)
Mint Organics Inc. (Tables) | 6 Months Ended |
Apr. 30, 2017 | |
Noncontrolling Interest [Abstract] | |
Schedule of Warrants Issued to Purchase Common Stock for Executives | On March 8, 2017, Mint Organics issued warrants to purchase shares of Class A Common Stock, of Mint Organics, Inc., vesting on the date Mint Organics, through one of its subsidiaries, obtains a license from a state to dispense cannabis until the fifth anniversary thereof to the following executives of Mint Organics: Name: Warrants: Exercise Price: Albert Mitrani 79 $ 0.001 Ian T. Bothwell 79 $ 0.001 Dr. Maria I. Mitrani 79 $ 0.001 TOTAL 237 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Apr. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups Including Discontinued Operations Income Statement Balance Sheet and Additional Disclosures | The following summarizes the carrying amounts of the assets and liabilities of Ethan NY: April 30, 2017 October 31, 2016 Assets: $ - $ - Liabilities: Accounts payable $ 94,835 $ 94,835 Accrued expenses 31,016 31,016 $ 125,851 $ 125,851 The following summaries Ethan NY’s revenues and expenses, net and net income of discontinued operations: Three Months Ended April 30, 2017 2016 Total revenues $ - $ 38,658 Total expenses, net - 77,921 Loss from discontinued operations $ - $ (39,263 ) Six Months Ended April 30, 2017 2016 Total revenues $ - $ 67,228 Total expenses, net - 226,529 Loss from discontinued operations $ - $ (159,301 ) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Apr. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following are amounts related to the Patient Referral and Product Sales and the MMTC businesses included in the accompanying consolidated financial statements for the three months ended April 30, 2017 and 2016 and the six months ended April 30, 2017 and 2016, respectively: Three Months Ended April 30, Six Months Ended April 30, 2017 2016 2017 2016 Revenues: Patient referrals and product sales $ 140,005 $ 66,701 $ 140,590 $ 128,296 MMTC activities - - - - Total revenues $ 140,005 $ 66,701 $ 140,590 $ 128,296 Gross profit: Patient referrals and product sales $ 88,210 $ 61,053 $ 88,795 $ 105,364 MMTC activities - - - - Gross profit $ 88,210 $ 61,053 $ 88,795 $ 105,364 Net loss from continuing operations: Patient referrals and product sales $ (2,830,421 ) $ (256,270 ) $ (7,072,914 ) $ (455,020 ) MMTC activities (82,443 ) - (82,443 ) - Net loss from continuing operations $ (2,912,864 ) $ (256,270 ) $ (7,155,357 ) $ (455,020 ) April 30, 2017 October 31, 2016 Total assets: Patient referrals and product sales $ 304,646 $ 69,898 MMTC activities 37,510 - Total $ 342,156 $ 69,898 |
Organization and Description 29
Organization and Description of Business (Details Narrative) - USD ($) | May 29, 2015 | Feb. 28, 2017 | Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2017 | Apr. 30, 2016 | Jan. 31, 2017 | Oct. 31, 2016 | Oct. 30, 2015 |
Purchase price per share | $ 0.05 | ||||||||
FDIC limits per institutions | $ 250,000 | $ 250,000 | |||||||
Fair value of the derivative liabilities | 713,754 | 713,754 | |||||||
Change in the fair value derivative liabilities | $ 45,815 | $ 45,815 | |||||||
Common Shares Issuable Upon Exercise of Warrants [Member] | |||||||||
Antidilutive securities excluded from computation of earnings per share | 158,137,484 | 1,737,484 | |||||||
Minimum [Member] | |||||||||
Property and equipment estimated useful lives | 3 years | ||||||||
Maximum [Member] | |||||||||
Property and equipment estimated useful lives | 5 years | ||||||||
Mint Organics, Inc. [Member] | |||||||||
Percentage of owned subsidiary | 55.00% | ||||||||
John Goodhew [Member] | |||||||||
Number of common stock shares purchased during the period | 135,000,000 | ||||||||
John Goodhew [Member] | Stock Purchase Agreement [Member] | |||||||||
Purchase price per share | $ 10 |
Organization and Description 30
Organization and Description of Business - Schedule of Liabilities Measured and Recognized at Fair Value (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2017 | Apr. 30, 2016 | Oct. 31, 2016 | |
Fair Value | $ 713,754 | $ 713,754 | |||
Gain (Losses) | (45,815) | (45,815) | |||
Fair Value, Inputs, Level 1 [Member] | |||||
Derivatives | |||||
Fair Value | |||||
Fair Value, Inputs, Level 2 [Member] | |||||
Derivatives | |||||
Fair Value | |||||
Fair Value, Inputs, Level 3 [Member] | |||||
Derivatives | 713,754 | 713,754 | |||
Fair Value | $ 713,754 | $ 713,754 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2017 | Apr. 30, 2016 | Oct. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss | $ 2,912,864 | $ 295,533 | $ 7,155,357 | $ 614,321 | |
Accumulated deficit | 9,268,968 | 9,268,968 | $ 2,113,611 | ||
Working capital deficit | $ 1,947,337 | $ 1,947,337 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Apr. 30, 2017 | Oct. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 30,762 | $ 9,944 |
Finished goods | 79,260 | |
Total inventories | $ 110,022 | $ 9,944 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2017 | Apr. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 3,744 | $ 87 | $ 7,392 | $ 173 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Apr. 30, 2017 | Oct. 31, 2016 |
Property and equipment, gross | $ 46,809 | $ 28,037 |
Less: accumulated depreciation and amortization | (7,823) | (431) |
Total property and equipment, net | 38,986 | 27,606 |
Computer Equipment [Member] | ||
Property and equipment, gross | 4,084 | 1,724 |
Manufacturing Equipment [Member] | ||
Property and equipment, gross | $ 42,725 | $ 26,313 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 17, 2017 | Mar. 29, 2017 | Mar. 08, 2017 | Aug. 02, 2016 | Feb. 28, 2017 | Jan. 31, 2017 | Apr. 30, 2017 | Feb. 14, 2017 | Nov. 02, 2016 | Oct. 31, 2016 |
Lease term | 24 months | |||||||||
Monthly rent expense | $ 2,500 | |||||||||
Security deposit | $ 5,000 | $ 7,675 | $ 5,000 | |||||||
Preferred stock par value | $ 0.001 | |||||||||
Warrant to purchase shares of common stock | 1,200,000 | |||||||||
Warrant exercise price per share | $ 0.02 | $ 0.15 | ||||||||
Number of sold shares of common stock | 100,000 | |||||||||
Sale of stock price per share | $ 0.05 | |||||||||
Aggregate purchase price | $ 5,000 | |||||||||
Cost of sale related parties | $ 39,895 | |||||||||
Executive Employment Agreement [Member] | Peter Taddeo [Member] | ||||||||||
Number of unregistered restricted common stock shares | 1,000,000 | |||||||||
Unregistered restricted common stock valued per share | $ 0.012 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Preferred stock, shares issued | 400 | 0 | ||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | ||||||||
Preferred stock voting percentage | The Series A Preferred Stock shall vote together with the shares of common stock and other voting securities of the Company as a single class and such shares shall represent 80% of all votes entitled to be voted at any annual or special meeting of stockholders of the Company or action by written consent of stockholders. | |||||||||
Chief Financial Officer [Member] | ||||||||||
Converted amount of advances and unreimbursed expenses | $ 150,000 | |||||||||
Number of common shares granted | 1,000,000 | |||||||||
Number of common shares granted, value | $ 31,840 | |||||||||
Warrant to purchase shares of common stock | 79 | |||||||||
Warrant exercise price per share | $ 0.001 | |||||||||
Chief Financial Officer [Member] | Series A Preferred Stock [Member] | ||||||||||
Preferred stock, shares issued | 100 | |||||||||
Chief Operating Officer [Member] | ||||||||||
Converted amount of advances and unreimbursed expenses | $ 150,000 | |||||||||
Number of common shares granted | 1,000,000 | |||||||||
Number of common shares granted, value | $ 31,840 | |||||||||
Number of sold shares of common stock | 250,000 | |||||||||
Sale of stock price per share | $ 0.04 | |||||||||
Aggregate purchase price | $ 10,000 | |||||||||
Chief Operating Officer [Member] | Series A Preferred Stock [Member] | ||||||||||
Preferred stock, shares issued | 100 | |||||||||
Chief Financial Officer and Chief Operating Officer [Member] | Initial Tranche [Member] | ||||||||||
Converted amount of advances and unreimbursed expenses | $ 300,000 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Warrant to purchase shares of common stock | 79 | |||||||||
Warrant exercise price per share | $ 0.001 | |||||||||
Chief Executive Officer [Member] | Series A Preferred Stock [Member] | ||||||||||
Preferred stock, shares issued | 100 | |||||||||
Preferred stock par value | $ 0.001 | |||||||||
Chief Science Officer [Member] | ||||||||||
Warrant to purchase shares of common stock | 79 | |||||||||
Warrant exercise price per share | $ 0.001 | |||||||||
Chief Science Officer [Member] | Series A Preferred Stock [Member] | ||||||||||
Preferred stock, shares issued | 100 | |||||||||
Mr. Peter Taddeo [Member] | ||||||||||
Preferred stock, shares issued | 150 | |||||||||
Warrant to purchase shares of common stock | 150,000 | |||||||||
Warrant exercise price per share | $ 0.15 | |||||||||
Invested amount | $ 150,000 | |||||||||
Mr. Wayne Rohrbaugh [Member] | ||||||||||
Preferred stock, shares issued | 150 | |||||||||
Warrant to purchase shares of common stock | 150,000 | |||||||||
Warrant exercise price per share | $ 0.15 | |||||||||
Invested amount | $ 150,000 | |||||||||
Maximum [Member] | ||||||||||
Monthly rent expense | $ 2,500 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Apr. 03, 2017USD ($) | Apr. 27, 2016USD ($) | Dec. 24, 2015USD ($) | Nov. 12, 2015USD ($) | Apr. 30, 2017USD ($)$ / sharesshares | Apr. 30, 2017USD ($)Integer$ / sharesshares | Apr. 30, 2016USD ($) |
Payment of note payable | $ 100,000 | ||||||
Initial Tranche [Member] | |||||||
Payment of note payable | 15,000 | ||||||
Second Tranche [Member] | |||||||
Payment of note payable | 50,000 | ||||||
Third Tranche [Member] | |||||||
Payment of note payable | 35,000 | ||||||
Unsecured Loan Agreement [Member] | |||||||
Debt principal amount | $ 35,000 | $ 50,000 | $ 15,000 | ||||
Proceeds from issuance of debt | $ 35,000 | $ 50,000 | $ 15,000 | ||||
Debt interest percentage | 221.00% | 8.00% | 8.00% | ||||
Debt term | 1 year | 1 year | |||||
Note payable | $ 42,000 | ||||||
Debt due date | May 31, 2016 | ||||||
Securities Purchase Agreement [Member] | |||||||
Debt principal amount | $ 333,333 | 333,333 | |||||
Payment of note payable | $ 15,000 | ||||||
Debt subscription amount | 300,000 | 300,000 | |||||
Remaining amount of debt | 175,000 | $ 175,000 | |||||
Participate tranche description | In the event that any Purchaser does not participate in any Tranche after the second Tranche, the remaining Purchasers shall have the right to participate in such Tranche in an amount up to 100% of the entire Tranche. In the event that such participating Purchasers do not collectively fund 100% of the desired Tranche amount, then the Company shall be permitted to request from any Person (as defined in the SPA) the remaining amount, so long as such Person(s) agree to execute the SPA (and further, the Company and the Purchasers agree to amend the Agreement and the Note as necessary). The Company is not obligated to consummate any additional Tranche fundings subsequent to the second Tranche. | ||||||
Original issue discount | $ 116,458 | ||||||
Derivative liabilities | 759,569 | 759,569 | |||||
Unamortized discount | 411,320 | 411,320 | |||||
Excess amount carrying value | 348,249 | 348,249 | |||||
Initial carrying amount of note | 0 | 0 | |||||
Gain on derivative liabilities | 45,815 | ||||||
Securities Purchase Agreement [Member] | Convertible Note [Member] | |||||||
Original issue discount | 39,041 | $ 39,041 | |||||
Securities Purchase Agreement [Member] | Ian T. Bothwell [Member] | |||||||
Number of common shares issued | shares | 1,000,000 | ||||||
Number of common shares issued, value | $ 63,580 | ||||||
Securities Purchase Agreement [Member] | April 27, 2017 to May 1, 2017 [Member] | |||||||
Debt default interest rate | 18.00% | ||||||
Debt stock price per share | $ / shares | $ 0.0125 | ||||||
Securities Purchase Agreement [Member] | Agent [Member] | |||||||
Number of common shares issued | shares | 2,000,000 | ||||||
Number of common shares issued, value | $ 63,580 | ||||||
Securities Purchase Agreement [Member] | Werber [Member] | |||||||
Number of common shares issued | shares | 1,000,000 | ||||||
Number of common shares issued, value | $ 63,580 | ||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | |||||||
Debt principal amount | $ 1,666,667 | $ 1,666,667 | |||||
Debt interest percentage | 10.00% | ||||||
Debt due date | Mar. 31, 2018 | ||||||
Percentage of original issue of discount | 10.00% | 10.00% | |||||
Debt subscription amount | $ 1,500,000 | $ 1,500,000 | |||||
Debt description | The unpaid principal amount of the Note shall accrue interest at 10% per annum, provided that upon the occurrence and during the continuance of an event of default as defined in the SPA, the outstanding principal amount of this Note and any accrued and unpaid interest and all other overdue amounts shall each bear interest until paid at the rate of 18% per annum. Additionally, in the event that the publicly traded price of the common stock falls below $0.0125 for 3 consecutive trading days, then the Note shall accrue interest at the default interest rate. During the period April 27, 2017 to May 1, 2017, the closing price of the common stock fell below $0.0125 and accordingly beginning May 2, 2017, the default interest rate of 18% is in effect. | ||||||
Debt default interest rate | 18.00% | ||||||
Debt stock price per share | $ / shares | $ 0.0125 | ||||||
Debt trading days | Integer | 3 | ||||||
Debt conversion price per share | $ / shares | $ 0.15 | $ 0.15 | |||||
Debt conversion price percentage | 60.00% | ||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Minimum [Member] | |||||||
Prepayment penalty percentage | 20.00% | 20.00% | |||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Maximum [Member] | |||||||
Prepayment penalty percentage | 40.00% | 40.00% | |||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | July 14, 2017 [Member] | |||||||
Number of shares reserved | shares | 82,008,230 | 82,008,230 | |||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Initial Tranche [Member] | |||||||
Debt principal amount | $ 527,778 | $ 527,778 | |||||
Debt subscription amount | 475,000 | 475,000 | |||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Second Tranche [Member] | |||||||
Debt principal amount | 138,889 | 138,889 | |||||
Debt subscription amount | 125,000 | 125,000 | |||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Purchasers [Member] | |||||||
Debt principal amount | 666,667 | 666,667 | |||||
Debt subscription amount | $ 600,000 | $ 600,000 | |||||
Securities Purchase Agreement One [Member] | |||||||
Payment of note payable | 50,000 | ||||||
Securities Purchase Agreement Two [Member] | |||||||
Payment of note payable | $ 35,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2017 | Apr. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Net derivative income | $ 45,815 | $ 45,815 |
Derivative Liabilities - Summar
Derivative Liabilities - Summary of Derivative Liability Activity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2017 | Apr. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Fair value, beginning | ||||
Change due to issuances | 759,569 | |||
Change in fair value of derivative liabilities | $ (45,815) | (45,815) | ||
Fair value, ending | $ 713,754 | $ 713,754 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Assumptions Used (Details) - $ / shares | Apr. 03, 2017 | Apr. 30, 2017 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Dividend yield | 0.00% | 0.00% |
Risk-free rate for term | 1.14% | 1.14% |
Volatility | 254.70% | 257.10% |
Remaining Term (years) | 1 year | 11 months 4 days |
Stock Price | $ 0.0159 | $ 0.0122 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | Mar. 29, 2017 | Mar. 08, 2017 | Sep. 17, 2015 | Feb. 28, 2017 | Jan. 31, 2017 | Apr. 30, 2017 | Apr. 30, 2016 | Mar. 02, 2017 | Nov. 02, 2016 | Oct. 31, 2016 |
Preferred stock, shares authorized | 10,000,000 | |||||||||
Preferred stock, par value | $ 0.001 | |||||||||
Forward stock split | eighteen-for-one forward stock split | |||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | ||||||||
Number of common stock shares sold during the period | 100,000 | |||||||||
Number of common stock sold during the period | $ 5,000 | |||||||||
Sale of stock, price per share | $ 0.05 | |||||||||
Warrants to purchase share of common stock | 1,200,000 | |||||||||
Exercise price of warrants | $ 0.02 | $ 0.15 | ||||||||
Fair value of warrants issued | $ 10,000 | $ 1,119,945 | ||||||||
Proceeds from sale of common stock | $ 30,000 | $ 60,000 | $ 505,000 | $ 260,279 | ||||||
Mint Organics, Inc. [Member] | Consulting Services [Member] | ||||||||||
Sale of stock, price per share | $ 0.02 | |||||||||
Issuance of shares of unregistered common stock | 100,000 | |||||||||
Stock-based compensation expense | $ 2,000 | |||||||||
One Class A Warrant [Member] | ||||||||||
Warrants to purchase share of common stock | 900,000 | |||||||||
Exercise price of warrants | $ 0.075 | |||||||||
One Class B Warrant [Member] | ||||||||||
Warrants to purchase share of common stock | 900,000 | |||||||||
Exercise price of warrants | $ 0.150 | |||||||||
Related Party [Member] | ||||||||||
Number of common stock shares sold during the period | 250,000 | |||||||||
Number of common stock sold during the period | $ 10,000 | |||||||||
Sale of stock, price per share | $ 0.04 | |||||||||
Agent [Member] | Securities Purchase Agreement [Member] | ||||||||||
Number of common stock shares sold during the period | 2,000,000 | |||||||||
Number of common stock sold during the period | $ 63,680 | |||||||||
Werber [Member] | Securities Purchase Agreement [Member] | ||||||||||
Number of common stock shares sold during the period | 1,000,000 | |||||||||
Number of common stock sold during the period | $ 63,680 | |||||||||
Bothwell [Member] | Securities Purchase Agreement [Member] | ||||||||||
Number of common stock shares sold during the period | 1,000,000 | |||||||||
Number of common stock sold during the period | $ 63,680 | |||||||||
July 10, 2017 [Member] | Minimum [Member] | ||||||||||
Common stock, shares authorized | 250,000,000 | |||||||||
July 10, 2017 [Member] | Maximum [Member] | ||||||||||
Common stock, shares authorized | 750,000,000 | |||||||||
May 17, 2017 [Member] | Taddeo [Member] | Taddeo Agreement [Member] | ||||||||||
Number of common stock shares sold during the period | 1,000,000 | |||||||||
Number of common stock sold during the period | $ 12,000 | |||||||||
Sale of stock, price per share | $ 0.012 | |||||||||
Series A Non-Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||||
Preferred stock, shares issued | 100 | |||||||||
Preferred stock voting rights | The outstanding shares of Series A Non-Convertible Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Company as a single class and, regardless of the number of shares of Series A Non-Convertible Preferred Stock outstanding, and as long as at least one share of Series A Non-Convertible Preferred Stock is outstanding, such shares shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of stockholders of the Company or action by written consent of stockholders. Each outstanding share of the Series A Non-Convertible Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series A Non-Convertible Preferred Stock. | |||||||||
Series A Non-Convertible Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||||||
Preferred stock, par value | $ 0.001 | |||||||||
Preferred stock, shares issued | 100 | |||||||||
Series A Non-Convertible Preferred Stock [Member] | Chief Operating Officer [Member] | ||||||||||
Preferred stock, shares issued | 100 | |||||||||
Series A Non-Convertible Preferred Stock [Member] | CSO [Member] | ||||||||||
Preferred stock, shares issued | 100 | |||||||||
Series A Non-Convertible Preferred Stock [Member] | CFO [Member] | ||||||||||
Preferred stock, shares issued | 100 | |||||||||
Series A Non-Convertible Preferred Stock [Member] | Minimum [Member] | ||||||||||
Preferred stock, shares designated | 100 | |||||||||
Series A Non-Convertible Preferred Stock [Member] | Maximum [Member] | ||||||||||
Preferred stock, shares designated | 400 | |||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||||
Preferred stock, shares designated | 1,000,000 | |||||||||
Common Stock [Member] | ||||||||||
Number of common stock shares sold during the period | 300,000 | 600,000 | 1,800,000 | |||||||
Number of common stock sold during the period | $ 30,000 | $ 60,000 | ||||||||
Sale of stock, price per share | $ 0.10 | $ 0.10 | ||||||||
Warrant term | 3 years | 3 years | ||||||||
Fair value of warrants issued | $ 33,480 | $ 33,480 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | Mar. 08, 2017 | Mar. 08, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Nov. 04, 2016 | Apr. 30, 2017 | Apr. 30, 2017 | Apr. 30, 2016 |
Number of warrant shares issued | 1,200,000 | 1,200,000 | ||||||
Exercise price of warrants | $ 0.02 | $ 0.02 | $ 0.15 | |||||
Proceeds from debt financing | $ 5,000 | |||||||
Risk free interest rate | 2.57% | |||||||
Expected term | 10 years | |||||||
Expected volatility | 153.00% | |||||||
Expected dividend rate | 0.00% | |||||||
Fair value of warrants | $ 10,000 | 1,119,945 | ||||||
Amortization of warrant | $ 3,000 | $ 0 | $ 1,119,945 | |||||
Human Amnion Product [Member] | ||||||||
Commercially available product percentage | 25.00% | |||||||
Third Product [Member] | ||||||||
Commercially available product percentage | 15.00% | |||||||
Fourth Product [Member] | ||||||||
Commercially available product percentage | 10.00% | |||||||
During January 2017 and February 2017 [Member] | ||||||||
Expected term | 3 years | |||||||
Expected volatility | 106.00% | |||||||
Expected dividend rate | 0.00% | |||||||
During January 2017 and February 2017 [Member] | Minimum [Member] | ||||||||
Risk free interest rate | 1.43% | |||||||
During January 2017 and February 2017 [Member] | Maximum [Member] | ||||||||
Risk free interest rate | 1.45% | |||||||
Warrant [Member] | ||||||||
Number of warrant shares issued | 600,000 | 1,200,000 | ||||||
Fair value of warrants | $ 11,160 | $ 22,320 | ||||||
Participation Agreement [Member] | ||||||||
Number of warrant shares issued | 150,000 | 150,000 | ||||||
Exercise price of warrants | $ 0.15 | $ 0.15 | ||||||
Risk free interest rate | 1.38% | |||||||
Expected term | 3 years | |||||||
Expected volatility | 106.00% | |||||||
Expected dividend rate | 0.00% | |||||||
Fair value of warrants | $ 4,770 | |||||||
Employment Agreement [Member] | ||||||||
Number of warrant shares issued | 23,850,000 | 23,850,000 | ||||||
Exercise price of warrants | $ 0.02 | $ 0.02 | ||||||
Warrant vesting description | Immediately on the effective date, 50% of the Warrant shall vest and, thereafter, the remaining 50% shall vest in 18 equal monthly installments beginning on March 31, 2017 | |||||||
Risk free interest rate | 2.57% | |||||||
Expected term | 10 years | |||||||
Expected volatility | 153.00% | |||||||
Expected dividend rate | 0.00% | |||||||
Fair value of warrants | $ 469,845 | |||||||
Amortization of warrant | 0 | 257,657 | ||||||
Ian T. Bothwell [Member] | ||||||||
Number of warrant shares issued | 31,800,000 | |||||||
Exercise price of warrants | $ 0.06 | |||||||
Warrant vesting description | Immediately on the effective date, 50% of the Warrant shall vest and the remaining 50% shall vest in 18 equal monthly installments beginning on November 30, 2016 | |||||||
Proceeds from debt financing | $ 1,500,000 | |||||||
Consummation of equity percentage | 25.00% | |||||||
Risk free interest rate | 1.79% | |||||||
Expected term | 10 years | |||||||
Expected volatility | 152.00% | |||||||
Expected dividend rate | 0.00% | |||||||
Fair value of warrants | 1,879,380 | |||||||
Amortization of warrant | 559,339 | 1,655,644 | ||||||
Ian T. Bothwell [Member] | Securities Purchase Agreement [Member] | ||||||||
Proceeds from debt financing | $ 300,000 | |||||||
Consummation of equity percentage | 25.00% | |||||||
Dr. Bruce Werber [Member] | ||||||||
Number of warrant shares issued | 31,800,000 | |||||||
Exercise price of warrants | $ 0.06 | |||||||
Risk free interest rate | 1.79% | |||||||
Expected term | 10 years | |||||||
Expected volatility | 152.00% | |||||||
Expected dividend rate | 0.00% | |||||||
Fair value of warrants | 1,879,380 | |||||||
Amortization of warrant | 0 | 1,879,380 | ||||||
Dr. Maria Ines Mitrani [Member] | ||||||||
Number of warrant shares issued | 10,000,000 | |||||||
Exercise price of warrants | $ 0.06 | |||||||
Risk free interest rate | 1.79% | |||||||
Expected term | 10 years | |||||||
Expected volatility | 152.00% | |||||||
Expected dividend rate | 0.00% | |||||||
Fair value of warrants | 591,000 | |||||||
Amortization of warrant | $ 0 | $ 591,000 |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Granted to Purchase Shares of Common Stock (Details) | Apr. 30, 2017shares |
Total | 56,850,000 |
Dr. Bruce Werber [Member] | |
Total | 21,500,000 |
Ian T. Bothwell [Member] | |
Total | 21,500,000 |
Dr. Maria Ines Mitrani [Member] | |
Total | 13,850,000 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) - Warrant [Member] - USD ($) | 6 Months Ended | |
Apr. 30, 2017 | Apr. 30, 2016 | |
Number of Shares Outstanding beginning balance | 1,737,484 | 1,008,114 |
Number of Shares, Granted | 156,400,000 | 729,370 |
Number of Shares, Exercised | ||
Number of Shares, Expired/Forfeited | ||
Number of Shares Outstanding and exercisable balance | 158,137,484 | 1,737,484 |
Weighted-average Exercise Price Outstanding beginning balance | $ 0.75 | $ 0.75 |
Weighted-average Exercise Price, Granted | 0.05 | 0.75 |
Weighted-average Exercise Price, Exercised | ||
Weighted-average Exercise Price, Expired/Forfeited | ||
Weighted-average Exercise Price Outstanding and exercisable balance | $ 0.05 | $ 0.75 |
Remaining Contractual Term (years) Outstanding beginning balance | 3 years 4 days | 3 years 9 months 11 days |
Remaining Contractual Term (years), Granted | 9 years 10 months 25 days | 4 years |
Remaining Contractual Term (years) Outstanding and exercisable balance | 9 years 6 months 10 days | 3 years 9 months 25 days |
Aggregate Intrinsic Value Outstanding beginning balance | ||
Aggregate Intrinsic Value, Granted | ||
Aggregate Intrinsic Value Outstanding and exercisable balance |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Nov. 04, 2016USD ($)$ / sharesshares | Aug. 02, 2016USD ($) | Jun. 22, 2015 | Apr. 30, 2017USD ($)ft²$ / sharesshares | Mar. 08, 2017$ / shares | Feb. 28, 2017$ / shares | Oct. 31, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | Sep. 03, 2015USD ($) |
Warrant to purchase shares of common stock | shares | 1,200,000 | ||||||||
Exercise price of warrants | $ / shares | $ 0.02 | $ 0.15 | |||||||
Security deposit | $ 5,000 | $ 7,675 | $ 5,000 | ||||||
Lease term | 24 months | ||||||||
Preferred stock, par value | $ / shares | $ 0.001 | ||||||||
Preferred stock, shares authorized | shares | 10,000,000 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||
Preferred stock, shares authorized | shares | 400 | 400 | |||||||
Anu Life Sciences Inc [Member] | First 24 Months [Member] | |||||||||
Minimum monthly lease payments | $ 7,500 | ||||||||
Anu Life Sciences Inc [Member] | Third Year [Member] | |||||||||
Minimum monthly lease payments | 8,500 | ||||||||
Anu Life Sciences Inc [Member] | Forth Year [Member] | |||||||||
Minimum monthly lease payments | 8,715 | ||||||||
Anu Life Sciences Inc [Member] | Fifth Year [Member] | |||||||||
Minimum monthly lease payments | $ 8,934 | ||||||||
Mint Organics [Member] | Series A Preferred Stock [Member] | |||||||||
Conversion of stock, description | Each share of the Series A Preferred Stock shall automatically convert into 1.5 shares of Class B Common Stock of Mint Organics upon the earlier of (a) the fifth anniversary of the date such share of Series A Preferred Stock was issued; or (b) Mint Organics receipt of the necessary licenses and permits required to operate business operations in the medical cannabis industry. | ||||||||
Percentage of outstanding capital stock represents the common stock conversion | 45.00% | ||||||||
Preferred stock, par value | $ / shares | $ 0.001 | ||||||||
Preferred stock, shares authorized | shares | 300 | ||||||||
Five-Year Lease Agreement [Member] | Anu Life Sciences Inc [Member] | |||||||||
Security deposit | $ 37,275 | ||||||||
Laboratory and administrative office space | ft² | 3,500 | ||||||||
Lease term | 5 years | ||||||||
Lease expiration date | Jun. 30, 2022 | ||||||||
Conversion, description | (i) $0.15, and (ii) 60% of the lowest daily volume weighed average price in the 20 trading days prior to the conversion Date. | ||||||||
Five-Year Lease Agreement [Member] | Anu Life Sciences Inc [Member] | After the 2nd Year Anniversary [Member] | |||||||||
Security deposit | $ 18,638 | ||||||||
Securities Purchase Agreement [Member] | |||||||||
Fair value of derivative liabilities | 759,569 | ||||||||
Original issue discount and accrued interest | $ 531,826 | ||||||||
Consultant [Member] | |||||||||
Percentage of warrant to purchase shares of common stock | 4.90% | ||||||||
Albert Mitrani [Member] | Executive Employment Agreement [Member] | |||||||||
Employment agreement term | 5 years | ||||||||
Base salary | $ 360,000 | ||||||||
Accrued and unpaid signing bonus | 100,000 | ||||||||
Automobile expense allowance | 2,500 | ||||||||
Albert Mitrani [Member] | Executive Employment Agreement [Member] | Maximum [Member] | |||||||||
Reimbursement expenses | 2,000,000 | ||||||||
Albert Mitrani [Member] | Executive Employment Agreement [Member] | March 8, 2017 [Member] | |||||||||
Unpaid expenses, salary and consulting fees | $ 120,000 | ||||||||
Dr. Bruce Werber [Member] | |||||||||
Warrant to purchase shares of common stock | shares | 31,800,000 | ||||||||
Exercise price of warrants | $ / shares | $ 0.06 | ||||||||
Dr. Bruce Werber [Member] | Executive Employment Agreement [Member] | |||||||||
Employment agreement term | 3 years | ||||||||
Base salary | $ 360,000 | ||||||||
Accrued and unpaid signing bonus | 35,000 | ||||||||
Automobile expense allowance | $ 650 | ||||||||
Exercise price of warrants | $ / shares | $ 0.06 | ||||||||
Dr. Bruce Werber [Member] | Executive Employment Agreement [Member] | Maximum [Member] | |||||||||
Warrant to purchase shares of common stock | shares | 31,800,000 | ||||||||
Ian T. Bothwell [Member] | |||||||||
Warrant to purchase shares of common stock | shares | 31,800,000 | ||||||||
Exercise price of warrants | $ / shares | $ 0.06 | ||||||||
Ian T. Bothwell [Member] | Executive Employment Agreement [Member] | |||||||||
Employment agreement term | 3 years | ||||||||
Base salary | $ 360,000 | ||||||||
Accrued and unpaid signing bonus | 35,000 | ||||||||
Automobile expense allowance | 650 | ||||||||
Reimbursement expenses | $ 2,500 | ||||||||
Exercise price of warrants | $ / shares | $ 0.06 | ||||||||
Ian T. Bothwell [Member] | Executive Employment Agreement [Member] | Maximum [Member] | |||||||||
Warrant to purchase shares of common stock | shares | 31,800,000 | ||||||||
Dr. Maria Ines Mitrani [Member] | |||||||||
Warrant to purchase shares of common stock | shares | 10,000,000 | ||||||||
Exercise price of warrants | $ / shares | $ 0.06 | ||||||||
Dr. Maria Ines Mitrani [Member] | Executive Employment Agreement [Member] | |||||||||
Employment agreement term | 5 years | ||||||||
Base salary | $ 250,000 | ||||||||
Accrued and unpaid signing bonus | 50,000 | ||||||||
Unpaid expenses, salary and consulting fees | 84,000 | ||||||||
Automobile expense allowance | $ 1,000 | ||||||||
Exercise price of warrants | $ / shares | $ 0.06 | ||||||||
Dr. Maria Ines Mitrani [Member] | Executive Employment Agreement [Member] | Maximum [Member] | |||||||||
Warrant to purchase shares of common stock | shares | 10,000,000 | ||||||||
Dr. Maria Ines Mitrani [Member] | Executive Employment Agreement [Member] | March 8, 2017 [Member] | |||||||||
Base salary | $ 300,000 | ||||||||
Terrell Suddarthl [Member] | Executive Employment Agreement [Member] | |||||||||
Employment agreement term | 3 years | ||||||||
Base salary | $ 300,000 | ||||||||
Accrued and unpaid signing bonus | 35,000 | ||||||||
Automobile expense allowance | $ 650 | ||||||||
Exercise price of warrants | $ / shares | $ 0.02 | ||||||||
Terrell Suddarthl [Member] | Executive Employment Agreement [Member] | Maximum [Member] | |||||||||
Warrant to purchase shares of common stock | shares | 23,850,000 | ||||||||
Ethan NY [Member] | Five-Year Lease Agreement [Member] | |||||||||
Security deposit | $ 18,585 | ||||||||
Minimum monthly lease payments | $ 586,242 |
Mint Organics Inc. (Details Nar
Mint Organics Inc. (Details Narrative) - USD ($) | Apr. 06, 2017 | Mar. 17, 2017 | Mar. 08, 2017 | Mar. 08, 2017 | Feb. 28, 2017 | Feb. 15, 2017 | Feb. 14, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Apr. 30, 2017 | Apr. 30, 2017 | Apr. 30, 2016 | Oct. 31, 2016 |
Proceeds from debt financing | $ 5,000 | ||||||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | ||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||
Number of common stock warrants exercisable | 150,000 | ||||||||||||
Exercise price of warrants | $ 0.02 | $ 0.02 | $ 0.15 | $ 0.15 | |||||||||
Fair Value of Warrants | $ 10,000 | $ 1,119,945 | |||||||||||
Amortization | $ 3,000 | $ 0 | $ 1,119,945 | ||||||||||
Number of common stock issued | 110,464,982 | 110,464,982 | 104,214,982 | ||||||||||
Proceeds from sale of units | $ 30,000 | $ 60,000 | $ 505,000 | $ 260,279 | |||||||||
Number of units sold during the period | 100,000 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Preferred stock, shares authorized | 400 | 400 | 400 | ||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Number of preferred stock issued | 400 | 400 | 0 | ||||||||||
Mint Organics, Inc. [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||
Preferred stock, shares authorized | 300 | 300 | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||
Preferred stock, stated value | $ 1,000 | 1,000 | |||||||||||
Convertible preferred stock description | The amount of each share of the Series A Preferred Stock shall automatically convert into 1.5 shares of Class B Common Stock of Mint Organics upon the earlier of (a) the fifth anniversary of the date such share of Series A Preferred Stock was issued; or (b) Mint Organics receipt of the necessary licenses and permits required to operate business operations in the medical cannabis industry. | ||||||||||||
Percentage of outstanding capital stock represents the common stock conversion | 45.00% | ||||||||||||
Mint Organics Florida, Inc [Member] | |||||||||||||
Equity ownership percentage | 3.00% | ||||||||||||
Proceeds from sale of units | $ 100,000 | ||||||||||||
Number of units sold during the period | 21.25 | ||||||||||||
Non-controlling equity holders percentage | 1.00% | 1.00% | |||||||||||
Non-controlling interests amount | $ 142,997 | $ 142,997 | |||||||||||
Mint Organics Florida, Inc [Member] | Class A Voting Common Stock [Member] | |||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||
Number of common stock issued | 2,125 | 2,125 | |||||||||||
Fair consideration for the initial issuance of common stock | $ 0.001 | $ 0.001 | |||||||||||
Mint Organics Florida, Inc [Member] | Class B Non-Voting Common Stock [Member] | |||||||||||||
Equity ownership percentage | 10.00% | ||||||||||||
Conversion of stock, amount | $ 1,000,000 | ||||||||||||
Conversion of stock, shares converted | 212.5 | ||||||||||||
Mint Organics [Member] | |||||||||||||
Non-controlling equity holders percentage | 45.00% | 45.00% | |||||||||||
Non-controlling interests amount | $ 142,997 | $ 142,997 | |||||||||||
Mint Organics [Member] | Series A Preferred Stock [Member] | |||||||||||||
Preferred stock, shares authorized | 300 | 300 | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||
Percentage of outstanding capital stock represents the common stock conversion | 45.00% | ||||||||||||
Investors [Member] | Mint Organics, Inc. [Member] | Series A Preferred Stock [Member] | |||||||||||||
Number of preferred stock issued | 150 | 150 | |||||||||||
Participation Agreement [Member] | |||||||||||||
Exercise price of warrants | $ 0.15 | $ 0.15 | |||||||||||
Fair Value of Warrants | $ 4,770 | ||||||||||||
Participation Agreement [Member] | Class A Voting Common Stock [Member] | |||||||||||||
Common stock, shares authorized | 550 | ||||||||||||
Equity ownership percentage | 100.00% | ||||||||||||
Participation Agreement [Member] | Mint Organics, Inc. [Member] | |||||||||||||
Preferred stock, shares authorized | 1,000 | ||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||
Participation Agreement [Member] | Mint Organics, Inc. [Member] | Class A Voting Common Stock [Member] | |||||||||||||
Common stock, shares authorized | 1,000 | ||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||
Participation Agreement [Member] | Mint Organics, Inc. [Member] | Class B Non-Voting Common Stock [Member] | |||||||||||||
Common stock, shares authorized | 1,000 | ||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||
Participation Agreement [Member] | Mint Organics Florida, Inc [Member] | Class A Voting Common Stock [Member] | |||||||||||||
Common stock, shares authorized | 10,000 | 10,000 | |||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||
Common stock voting rights | The Class A Common Stock shall have the sole right and power to vote on all matters on which a vote of shareholders is to be taken. In all matters, with respect to actions both by vote and by consent, each holder of shares of the Class A Common Stock shall be entitled to cast one vote in person or by proxy for each share of Class A Common Stock standing in such holders name on the transfer books of the Corporation. | ||||||||||||
Participation Agreement [Member] | Mint Organics Florida, Inc [Member] | Class B Non-Voting Common Stock [Member] | |||||||||||||
Common stock, shares authorized | 10,000 | 10,000 | |||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||
Common stock voting rights | The Class B Common Stock shall not be entitled to vote on any matters. | ||||||||||||
Participation Agreement [Member] | Investors [Member] | |||||||||||||
Non-controlling interest percentage | 45.00% | ||||||||||||
Investments | $ 150,000 | ||||||||||||
Proceeds from debt financing | $ 150,000 | ||||||||||||
Employment Agreement [Member] | |||||||||||||
Exercise price of warrants | $ 0.02 | $ 0.02 | |||||||||||
Fair Value of Warrants | $ 469,845 | ||||||||||||
Amortization | $ 0 | 257,657 | |||||||||||
Employment Agreement [Member] | Mint CEO [Member] | |||||||||||||
Base salary | 180,000 | ||||||||||||
Adjustment of annual rate of base salary acquire of license | 250,000 | ||||||||||||
Accrued and unpaid signing bonus | $ 25,000 | 25,000 | |||||||||||
Health, dental and automobile expense per month | $ 1,000 | ||||||||||||
Number of unregistered common stock shares granted | 1,000,000 | ||||||||||||
Consulting Agreement [Member] | Mint Organics Florida, Inc [Member] | |||||||||||||
Payments required to pay as monthly fee | $ 7,500 | ||||||||||||
Number of common stock shares granted during the period | 63.75 |
Mint Organics Inc. - Schedule o
Mint Organics Inc. - Schedule of Warrants Issued to Purchase Common Stock for Executives (Details) | 6 Months Ended |
Apr. 30, 2017$ / sharesshares | |
Warrants, Total | 237 |
Albert Mitrani [Member] | |
Warrants, Total | 79 |
Exercise Price | $ / shares | $ 0.001 |
Ian T. Bothwell [Member] | |
Warrants, Total | 79 |
Exercise Price | $ / shares | $ 0.001 |
Dr. Maria I. Mitrani [Member] | |
Warrants, Total | 79 |
Exercise Price | $ / shares | $ 0.001 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Assets and Liabilities (Details) - USD ($) | Apr. 30, 2017 | Oct. 31, 2016 |
Liabilities, total | $ 125,851 | $ 125,851 |
Ethan NY [Member] | ||
Assets: | ||
Accounts payable | 94,835 | 94,835 |
Accrued expenses | 31,016 | 31,016 |
Liabilities, total | $ 125,851 | $ 125,851 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Revenues and Expenses, Net and Net Income of Discontinued Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2017 | Apr. 30, 2016 | |
Loss from discontinued operations | $ (39,263) | $ (159,301) | ||
Ethan NY [Member] | ||||
Total revenues | 38,658 | 67,228 | ||
Total expenses, net | 77,921 | 226,529 | ||
Loss from discontinued operations | $ (39,263) | $ (159,301) |
Segment Information (Details Na
Segment Information (Details Narrative) | 6 Months Ended |
Apr. 30, 2017Integer | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2017 | Apr. 30, 2016 | Oct. 31, 2016 | |
Total revenues | $ 140,005 | $ 66,701 | $ 140,590 | $ 128,296 | |
Gross profit | 88,210 | 61,053 | 88,795 | 105,364 | |
Net loss from continuing operations | (2,950,417) | (256,270) | (7,192,910) | (455,020) | |
Total assets | 342,156 | 342,156 | $ 69,898 | ||
Patient Referral and Product Sales [Member] | |||||
Total revenues | 140,005 | 66,701 | 140,590 | 128,296 | |
Gross profit | 88,210 | 61,053 | 88,795 | 105,364 | |
Net loss from continuing operations | (2,830,421) | (256,270) | (7,072,914) | (455,020) | |
Total assets | 304,646 | 304,646 | 69,898 | ||
MMTC Activities [Member] | |||||
Total revenues | |||||
Gross profit | |||||
Net loss from continuing operations | (82,443) | (82,443) | |||
Total assets | $ 37,510 | $ 37,510 |
Additional Subsequent Event (De
Additional Subsequent Event (Details Narrative) - Subsequent Event [Member] | Jun. 22, 2017USD ($) |
Unsecured loan principal balance | $ 60,000 |
Interest rate | 10.00% |
Debt due description | On the one-year anniversary of the note. |