Document and Entity Information
Document and Entity Information | 6 Months Ended |
Apr. 30, 2017 | |
Document And Entity Information | |
Entity Registrant Name | Sunset Island Group, Inc |
Entity Central Index Key | 1,689,066 |
Document Type | S-1/A |
Document Period End Date | Apr. 30, 2017 |
Amendment Flag | true |
AmendmentDescription | Amendment |
Current Fiscal Year End Date | --10-31 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) | Apr. 30, 2017 | Oct. 31, 2016 |
Current assets: | ||
Cash | $ 2,876 | $ 970 |
Total current assets | 2,876 | 970 |
Other assets: | ||
Security Deposit | 14,000 | |
Total other assets | 14,000 | |
Total assets | 16,876 | 970 |
Liabilities: | ||
Accrued liabilities | 7,108 | |
Total current liabilities | 7,108 | |
Notes payable | 123,200 | |
Total liabilities | 130,308 | |
Stockholders' Deficit: | ||
Common Stock, Par Value $.0001, 500,000,000 shares authorized, 50,031,771 issued and outstanding | 5,003 | 5,003 |
Additional paid in capital | 5,997 | 5,997 |
Accumulated deficit | (124,432) | (10,030) |
Total stockholders' Equity | (113,432) | 970 |
Total liabilities and stockholders' Equity | $ 16,876 | $ 970 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares | Apr. 30, 2017 | Oct. 31, 2016 |
Stockholders' Deficit: | ||
Common Stock, par value | $ .0001 | $ .0001 |
Common Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, shares issued | 50,031,771 | 50,031,771 |
Common Stock, shares outstanding | 50,031,771 | 50,031,771 |
Consolidated Statement of Opera
Consolidated Statement of Operations (Unaudited) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | ||
Oct. 31, 2016 | Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2017 | |
Consolidated Statement Of Operations | ||||||
Revenue | ||||||
Operating Expenses | ||||||
General and administrative | 10,030 | 113,422 | 114,402 | $ 124,432 | ||
Total operating expenses | 10,030 | 113,422 | 114,402 | 124,432 | ||
Loss from operations | (113,422) | (114,402) | (124,432) | |||
Income tax provision | ||||||
Net Loss | $ (10,030) | $ (113,422) | $ (114,402) | $ (124,432) | ||
Net loss per share, basic and diluted | $ (0.0002) | $ (0.002) | $ (0.002) | $ (0.002) | ||
Weighted average number of shares outstanding, basic and diluted | 48,183,744 | 50,031,771 | 50,031,771 | 50,031,771 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) | Common Stock | Additional Paid-In Capital | Net Loss | Total |
Beginning Balance, Amount at Sep. 28, 2016 | ||||
Beginning Balance, Shares at Sep. 28, 2016 | ||||
Founders' shares, Amount | $ 4,600 | (4,600) | ||
Founders' shares, Shares | 46,000,000 | |||
Reverse merger adjustment, Amount | $ 3 | (3) | ||
Reverse merger adjustment, Shares | 31,771 | |||
Sale of Common stock, Amount | $ 400 | 10,600 | 11,000 | |
Sale of Common stock, Shares | 5,000,000 | |||
Net loss | $ (10,030) | (10,030) | ||
Ending Balance, Amount at Oct. 31, 2016 | $ 5,003 | 5,997 | (10,030) | 970 |
Ending Balance, Shares at Oct. 31, 2016 | 50,031,771 | |||
Beginning Balance, Amount at Sep. 28, 2016 | ||||
Beginning Balance, Shares at Sep. 28, 2016 | ||||
Sale of Common stock, Amount | 11,000 | |||
Net loss | (124,432) | |||
Ending Balance, Amount at Apr. 30, 2017 | $ 5,003 | 5,997 | (124,432) | (113,432) |
Ending Balance, Shares at Apr. 30, 2017 | 50,031,771 | |||
Beginning Balance, Amount at Oct. 31, 2016 | $ 5,003 | 5,997 | (10,030) | 970 |
Beginning Balance, Shares at Oct. 31, 2016 | 50,031,771 | |||
Sale of Common stock, Amount | ||||
Net loss | (114,402) | (114,402) | ||
Ending Balance, Amount at Apr. 30, 2017 | $ 5,003 | $ 5,997 | $ (124,432) | $ (113,432) |
Ending Balance, Shares at Apr. 30, 2017 | 50,031,771 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 1 Months Ended | 6 Months Ended | 7 Months Ended | |
Oct. 31, 2016 | Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2017 | |
Cash flows from operating activities | ||||
Net loss | $ (10,030) | $ (114,402) | $ (124,432) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Security Deposit | (14,000) | (14,000) | ||
Accrued liabilities | 7,108 | 7,108 | ||
Net cash provided by operating activities | (121,294) | (131,324) | ||
Cash flows from financing activities: | ||||
Proceeds from sale of common shares | 11,000 | 11,000 | ||
Proceeds from note payable | 123,200 | 123,200 | ||
Net cash provided by financing activities | 11,000 | 123,200 | 134,200 | |
Net change in cash | (970) | 1,906 | 2,876 | |
Cash balance, beginning of period | 0 | 970 | 0 | |
Cash balance, end of period | 970 | 2,876 | 2,876 | |
Supplementary information | ||||
Cash paid for Interest | ||||
Cash paid Income taxes | ||||
Non cash financing transactions | ||||
Common stock issued in reverse merger | $ 3 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended | 12 Months Ended |
Apr. 30, 2017 | Oct. 31, 2016 | |
Notes to Financial Statements | ||
NOTE 1- DESCRIPTION OF BUSINESS | Our Company Sunset Island Group, Inc. is a Colorado corporation. The Companys principal line of business is the cultivation of medical cannabis. The Company has leased green house space in Northern California that has been approved for cannabis cultivation. The greenhouse is 12,000 square feet; however, the Company has begun filing permits for 22,000 square feet. Additionally, the Company will be consulting and advising clients that operate in the medical marijuana business by providing clients a licensed manufacturing facility to produce products such as oils and edibles. However, the company is waiting for the State of California to finalize the licensing process and requirements for licensed manufacturing facilities. In July 2017, the company completed the build out of the initial 12,000 square feet of its greenhouse space. The 12,000 square feet includes 5 grow bays of 2,000 square feet each, clones room, drying rooms and trimming rooms. The Company has completed planting the 5 grow bays The Company estimates that the clones space can create up to 2,000 plants every 30 days. Each grow bay hold between 200-350 plants. Each bay is planted approximately 1-2 weeks apart from each other. Each bay is harvested approximately 7-10 weeks after it is planted. This allows for continual harvesting to occur and allows the Company to hire staff that focus exclusively on harvesting and trimming. Beginning July 3, 2017 the Company begun the harvest of its initial grow bay. Once harvested, the crop is dried for 7-14 days. Once it is dried, the crop is trimmed. The Company expects to initially trim approximately 5-10 pounds a day. The company has begun hiring harvesting and trimming crews. The Company expects to begin its initial trimming the week of July 17, 2017. | Our Company Sunset Island Group, Inc. is a Colorado corporation. The Companys principal line of business is consulting and advising clients that operate in the medical marijuana business by providing clients a licensed manufacturing facility to produce products such as oils and edibles. The Company is currently looking for a facility in the Oakland, California that would satisfy the Companys needs. Currently, the Company is using space from its CEO in Oakland, CA at no charge The Companys officers have sold products to the dispensaries over the past 5 years and are able to leverage this pre-existing relationship with the dispensaries to introduce clients products to these dispensaries. Once a product is introduced to a dispensary they place an order. No other agreements would exist between the Company and the dispensary. In November 2016, the company planned to acquire a C02 extraction machine to begin producing oils for the Companys clients. However, the Company expects the acquisition of the CO2 extraction machine to be completed in January 2017. Additionally, the Company is looking for additional space to build a licensed chef kitchen for its clients that produce edibles. Reverse Merger On October 17, 2016, the Company executed a reverse merger with Battle Mountain Genetics, Inc. On October 17, 2016, the Company entered into an Agreement whereby the Company acquired 100% of Battle Mountain Genetics, Inc, in exchange for 50,000,000 shares of Sunset Island Group common stock. Immediately prior to the reverse merger, there were 30,894 common shares outstanding and no shares of Preferred shares outstanding and Anastasia Shishova was the sole officer/director. After the reverse merger, the Company had 50,031,771 Common shares outstanding and 0 shares of Preferred shares outstanding. Battle Mountain Genetics was incorporated in the State of California on September 29, 2016. Battle Mountain Genetics, Inc. was the surviving Company and became a wholly owned subsidiary of Sunset Island Group. Sunset Island Group had no operations, assets or liabilities prior to the reverse merger. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Apr. 30, 2017 | Oct. 31, 2016 | |
Notes to Financial Statements | ||
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Principles of Consolidation Financial Statement Period Presented Interim Financial Statements The interim financial statements as of April 30, 2017 and for the six months ended April 30, 2017 and 2016 are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. These statements reflect all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the information contained herein. The results of operations for the interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending October 31, 2017. Use of Estimates Fair Value Measurements Income Taxes Earnings per Share Recently Issued Accounting Standards Not Yet Adopted In May 2017, the Financial Accounting Standards Board, or FASB, issued an Accounting Standards Update, or ASU, to provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. Pursuant to this ASU, an entity should account for the effects of a modification unless all the following are met: (1) the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified (if the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification); (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. We will adopt the amendments in this ASU prospectively to an award modified on or after on August 1, 2018. We do not expect that the adoption of the new standard will have a significant impact on our consolidated financial statements. In January 2017, the FASB issued an ASU to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the current guidance, there are three elements of a businessinputs, processes, and outputs. While an integrated set of assets and activities (collectively referred to as a set) that is a business usually has outputs, outputs are not required to be present. In addition, all the inputs and processes that a seller uses in operating a set are not required if market participants can acquire the set and continue to produce outputs, for example, by integrating the acquired set with their own inputs and processes. The amendments in this ASU provide a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this ASU (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments provide a framework to assist entities in evaluating whether both an input and a substantive process are present. The framework includes two sets of criteria to consider that depend on whether a set has outputs. Although outputs are not required for a set to be a business, outputs generally are a key element of a business; therefore, the FASB has developed more stringent criteria for sets without outputs. Lastly, the ASU narrows the definition of the term output. We do not expect that the adoption of the new standard will have a significant impact on our consolidated financial statements. In January 2017, the FASB issued an ASU that simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Early adoption of this standard is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not expect that the adoption of the new standard will have a significant impact on our consolidated financial statements. In June 2016, the FASB issued an ASU that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking expected loss model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized as allowances instead of reductions in the amortized cost of the securities. In addition, an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The new provisions will be applied as a cumulative-effect adjustment to retained earnings. We will adopt the new standard on August 1, 2020. We do not expect that the adoption of the new standard will have a significant impact on our consolidated financial statements. In March 2016, the FASB issued an ASU to improve the accounting for employee share-based payments. The new standard simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. We will adopt the new standard on August 1, 2017. We do not expect that the adoption of the new standard will have a significant impact on our consolidated financial statements. In February 2016, the FASB issued ASU related to the accounting for leases. The new standard establishes a right-of-use, or ROU, model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. We will adopt the new standard on August 1, 2019. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We do not expect that the adoption of the new standard will have a significant impact on our consolidated financial statements. In May 2014, the FASB and the International Accounting Standards Board jointly issued a comprehensive new revenue recognition standard that will supersede most of the current revenue recognition guidance under U.S. GAAP and International Financial Reporting Standards, or IFRS. The goals of the revenue recognition project were to clarify and converge the revenue recognition principles under U.S. GAAP and IFRS and to develop guidance that would streamline and enhance revenue recognition requirements. To accomplish this objective, the standard requires five basic steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We are required to adopt this standard on August 1, 2018. Entities have the option of using either a full retrospective or modified retrospective approach for the adoption of the standard. We are evaluating the impact that the standard will have on our consolidated financial statements and have not yet selected an adoption date or a transition method. We do not expect that the adoption of the new standard will have a significant impact on our consolidated financial statements. | Principles of Consolidation The condensed consolidated financial statements include the accounts of Sunset Island Group and Battle Mountain Genetics, Inc. All significant intercompany transactions have been eliminated in consolidation. |
GOING CONCERN
GOING CONCERN | 6 Months Ended | 12 Months Ended |
Apr. 30, 2017 | Oct. 31, 2016 | |
Notes to Financial Statements | ||
NOTE 3 - GOING CONCERN | The Companys financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs, and it does not have sufficient cash flow to maintain its operations. These factors raise substantial doubt about the Companys ability to continue as a going concern. The Company expects to develop its business and thereby increase its revenue. However, the Company would require sufficient capital to be invested into the Company to acquire the properties to begin generating sufficient revenue to cover the monthly expenses of the Company. Until the Company is able to generate revenue, the Company would be required to raise capital through the sale of its stock or through debt financing. Management may raise additional capital through future public or private offerings of the Companys stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Companys failure to do so could have a material and adverse effect upon it and its shareholders. To this date the Company has relied on the sale of securities to finance its operations and growth. The Company expects to continue to fund the Company through debt and securities sales and issuances until the Company generates enough revenues through the operations. These transactions will initially be through related parties, such as the Companys officers and directors. | The Companys financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs, and it does not have sufficient cash flow to maintain its operations. These factors raise substantial doubt about the Companys ability to continue as a going concern. The Company expects to develop its business and thereby increase its revenue. However, the Company would require sufficient capital to be invested into the Company to acquire the properties to begin generating sufficient revenue to cover the monthly expenses of the Company. Until the Company is able to generate revenue, the Company would be required to raise capital through the sale of its stock or through debt financing. Management may raise additional capital through future public or private offerings of the Companys stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Companys failure to do so could have a material and adverse effect upon it and its shareholders. To this date the Company has relied on the sale of securities to finance its operations and growth. The Company expects to continue to fund the Company through debt and securities sales and issuances until the Company generates enough revenues through the operations. These transactions will initially be through related parties, such as the Companys officers and directors. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Apr. 30, 2017 | |
Notes to Financial Statements | |
NOTE 4 - COMMITMENTS AND CONTINGENCIES | On March 1, 2017, the Company executed a lease for 12,000 square feet green house space and 1,000 square of warehouse space expiring March 31, 2020. The monthly lease is $7,000 per month. The Company has aggregate future minimum lease commitments as of April 30, 2017 is as follows: Years ended April 30, Amount 2018 $ 84,000 2019 84,000 2020 77,000 Total $ 245,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Oct. 31, 2016 | |
Notes to Financial Statements | |
NOTE 5 - INCOME TAXES | We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning Example Disclosure: Accounting for Income Taxes 8 strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended October 2016 applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet. All tax returns for the Company remain open. Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has incurred a net operating loss of $10,030 which begins expiring in 2035 . The Company has adopted ASC 740, Accounting for Income Taxes, as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for non-capital losses carried forward. The potential benefit of the net operating loss has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the loss carried forward in future years. Significant components of the Companys deferred tax assets and liabilities as of October 31, 2016 after applying enacted corporate income tax rates, is net operating loss carryforward of $3,410 and a valuation allowance of $(3,410) which is a total deferred tax asset of $0. |
NOTE PAYABLE
NOTE PAYABLE | 6 Months Ended |
Apr. 30, 2017 | |
Notes to Financial Statements | |
NOTE 6 - NOTE PAYABLE | The Company entered into borrowing arrangements with a third party not related to the Company. The notes are due on December 31, 2018. The notes accrued interest at 0% for the initial 9 months and then 5% on annual rate thereafter. The Company has begun discussions to convert the note payable into a funding agreement into the Companys grow operations whereby the note holders would receive $250-300 per pound that is produced in return for their investment. The investment would not include any equity or voting participation in the company and would be only based on production from companys current operations. The Company is waiting for the initial harvest, drying and trimming to be completed before finalizing the agreement and expects to finalize the agreement within the next 4-6 weeks. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Apr. 30, 2017 | Oct. 31, 2016 | |
Notes to Financial Statements | ||
NOTE 7 - SUBSEQUENT EVENTS | Notes Payable Reverse Stock Split | Management has reviewed material subsequent events from October 31, 2016 through the date of issuance of financial statements in accordance with FASB ASC 855 Subsequent Events and concluded that there are none. |
SUMMARY OF SIGNIFICANT ACCOUN14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ( POLICY) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2017 | Oct. 31, 2016 | |
Summary Of Significant Accounting Policies Policy | ||
Principles of Consolidation | The condensed consolidated financial statements include the accounts of Sunset Island Group and Battle Mountain Genetics, Inc. All significant intercompany transactions have been eliminated in consolidation. | The condensed consolidated financial statements include the accounts of Sunset Island Group and Battle Mountain Genetics, Inc. All significant intercompany transactions have been eliminated in consolidation. |
Financial Statement Period Presented | As per reverse merger, the Companys financial statement as of October 31, 2016 represents for period September 29, 2016 (date of inception) to October 31, 2016. Therefore, for the six and three months ended April 30, 2016 did not have any transactions. | |
Interim Financial Statements | The interim financial statements as of April 30, 2017 and for the six months ended April 30, 2017 and 2016 are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. These statements reflect all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the information contained herein. The results of operations for the interim periods are not necessarily indicative of the results that might be expected for future interim periods or for the full year ending October 31, 2017. | |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. | |
Fair Value Measurements | The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and all other current liabilities approximate fair values due to the short maturities of these instruments. | |
Income Taxes | The Company records a tax provision for the anticipated tax consequences of the reported results of operations. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company may record a valuation allowance, if conditions are applicable, to reduce deferred tax assets to the amount that is believed more likely than not to be realized. | |
Earnings per Share | Basic earnings per share (basic EPS) is computed by dividing net income attributable to the Company by the weighted average number of shares outstanding for the reporting period. Diluted earnings per share (diluted EPS) gives effect during the reporting period to all dilutive. As of June 22, 2017, the Company did not have any stock options, warrants or other convertible instruments. | |
Recently Issued Accounting Standards Not Yet Adopted | In May 2017, the Financial Accounting Standards Board, or FASB, issued an Accounting Standards Update, or ASU, to provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. Pursuant to this ASU, an entity should account for the effects of a modification unless all the following are met: (1) the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified (if the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification); (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. We will adopt the amendments in this ASU prospectively to an award modified on or after on August 1, 2018. We do not expect that the adoption of the new standard will have a significant impact on our consolidated financial statements. In January 2017, the FASB issued an ASU to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the current guidance, there are three elements of a businessinputs, processes, and outputs. While an integrated set of assets and activities (collectively referred to as a set) that is a business usually has outputs, outputs are not required to be present. In addition, all the inputs and processes that a seller uses in operating a set are not required if market participants can acquire the set and continue to produce outputs, for example, by integrating the acquired set with their own inputs and processes. The amendments in this ASU provide a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this ASU (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. The amendments provide a framework to assist entities in evaluating whether both an input and a substantive process are present. The framework includes two sets of criteria to consider that depend on whether a set has outputs. Although outputs are not required for a set to be a business, outputs generally are a key element of a business; therefore, the FASB has developed more stringent criteria for sets without outputs. Lastly, the ASU narrows the definition of the term output. We do not expect that the adoption of the new standard will have a significant impact on our consolidated financial statements. In January 2017, the FASB issued an ASU that simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Early adoption of this standard is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not expect that the adoption of the new standard will have a significant impact on our consolidated financial statements. In June 2016, the FASB issued an ASU that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking expected loss model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized as allowances instead of reductions in the amortized cost of the securities. In addition, an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The new provisions will be applied as a cumulative-effect adjustment to retained earnings. We will adopt the new standard on August 1, 2020. We do not expect that the adoption of the new standard will have a significant impact on our consolidated financial statements. In March 2016, the FASB issued an ASU to improve the accounting for employee share-based payments. The new standard simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. We will adopt the new standard on August 1, 2017. We do not expect that the adoption of the new standard will have a significant impact on our consolidated financial statements. In February 2016, the FASB issued ASU related to the accounting for leases. The new standard establishes a right-of-use, or ROU, model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. We will adopt the new standard on August 1, 2019. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We do not expect that the adoption of the new standard will have a significant impact on our consolidated financial statements. In May 2014, the FASB and the International Accounting Standards Board jointly issued a comprehensive new revenue recognition standard that will supersede most of the current revenue recognition guidance under U.S. GAAP and International Financial Reporting Standards, or IFRS. The goals of the revenue recognition project were to clarify and converge the revenue recognition principles under U.S. GAAP and IFRS and to develop guidance that would streamline and enhance revenue recognition requirements. To accomplish this objective, the standard requires five basic steps: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We are required to adopt this standard on August 1, 2018. Entities have the option of using either a full retrospective or modified retrospective approach for the adoption of the standard. We are evaluating the impact that the standard will have on our consolidated financial statements and have not yet selected an adoption date or a transition method. We do not expect that the adoption of the new standard will have a significant impact on our consolidated financial statements. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Table) | 6 Months Ended |
Apr. 30, 2017 | |
Commitments And Contingencies Table | |
Future minimum lease | Years ended April 30, Amount 2018 $ 84,000 2019 84,000 2020 77,000 Total $ 245,000 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - shares | 1 Months Ended | 6 Months Ended | ||
Jul. 31, 2017 | Oct. 17, 2016 | Apr. 30, 2017 | Oct. 31, 2016 | |
Acquisition of entity, percentage | 100.00% | |||
Common Stock, shares outstanding | 50,031,771 | 50,031,771 | ||
Business description | In July 2017, the company completed the build out of the initial 12,000 square feet of its greenhouse space. The 12,000 square feet includes 5 grow bays of 2,000 square feet each, clones room, drying rooms and trimming rooms. The Company has completed planting the 5 grow bays The Company estimates that the clones space can create up to 2,000 plants every 30 days. Each grow bay hold between 200-350 plants. Each bay is planted approximately 1-2 weeks apart from each other. Each bay is harvested approximately 7-10 weeks after it is planted. This allows for continual harvesting to occur and allows the Company to hire staff that focus exclusively on harvesting and trimming. Beginning July 3, 2017 the Company begun the harvest of its initial grow bay. Once harvested, the crop is dried for 7-14 days. Once it is dried, the crop is trimmed. The Company expects to initially trim approximately 5-10 pounds a day. The company has begun hiring harvesting and trimming crews. The Company expects to begin its initial trimming the week of July 17, 2017. | |||
Battle mountain genetics Inc [member] | ||||
Common stock issued for acquisition | 50,000,000 | |||
Country or state of incorporation | California | |||
Date of incorporation | Sep. 29, 2016 | |||
Prior to reverse merger [member] | ||||
Common Stock, shares outstanding | 30,894 | |||
Preferred Stock, share outstanding | 0 | |||
After reverse merger [member] | ||||
Common Stock, shares outstanding | 50,031,771 | |||
Preferred Stock, share outstanding | 0 |
COMMITMENTS AND CONTINGENCIES17
COMMITMENTS AND CONTINGENCIES (Details) | Apr. 30, 2017USD ($) |
Commitments And Contingencies Details | |
2,018 | $ 84,000 |
2,019 | 84,000 |
2,020 | 77,000 |
Total | $ 245,000 |
COMMITMENTS AND CONTINGENCIES18
COMMITMENTS AND CONTINGENCIES (Details Narrative) - On March 1, 2017 [Member] | 6 Months Ended |
Apr. 30, 2017USD ($) | |
Monthly lease payments | $ 7,000 |
Operating lease expiration date | Mar. 31, 2020 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||
Oct. 31, 2016 | Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2017 | Oct. 31, 2016 | |
Income Taxes Details Narrative | |||||||
Net operating loss | $ 10,030 | $ 113,422 | $ 114,402 | $ 124,432 | $ 10,030 | ||
Net operating loss expire year | expiring in 2035 | ||||||
Net operating loss carryforward | 3,410 | $ 3,410 | |||||
Valuation allowance | (3,410) | (3,410) | |||||
Total deferred tax asset | $ 0 | $ 0 |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) | 6 Months Ended |
Apr. 30, 2017 | |
Note Payable Details Narrative | |
Maturity date of note payable | Dec. 31, 2018 |
Interest rate description | The notes are due on December 31, 2018. The notes accrued interest at 0% for the initial 9 months and then 5% on annual rate thereafter. |
Note payable conversion description | The Company has begun discussions to convert the note payable into a funding agreement into the Companys grow operations whereby the note holders would receive $250-300 per pound that is produced in return for their investment. The investment would not include any equity or voting participation in the company and would be only based on production from companys current operations. The Company is waiting for the initial harvest, drying and trimming to be completed before finalizing the agreement and expects to finalize the agreement within the next 4-6 weeks. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jul. 12, 2017 | May 08, 2017 | May 01, 2017 | May 24, 2017 | Apr. 30, 2017 | Oct. 31, 2016 |
Notes payable due date | Dec. 31, 2018 | |||||
Common Stock, par value | $ .0001 | $ .0001 | ||||
Subsequent Event [Member] | ||||||
Common Stock, par value | $ 0.001 | |||||
Forward Stock Split | 40:1 | |||||
Increase in authorized shares | 275,000,000 | |||||
Subsequent Event [Member] | Promissory Note [Member] | ||||||
Notes payable | $ 91,500 | $ 4,000 | $ 30,000 | |||
Interest rate description | The notes bear no interest for the initial nine months and then 5% per annum interest after the initial nine months. | The notes bear no interest for the initial nine months and then 5% per annum interest after the initial nine months. | The notes bear no interest for the initial nine months and then 5% per annum interest after the initial nine months. | |||
Notes payable due date | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2018 |