Cover
Cover - USD ($) | 12 Months Ended | ||
Jan. 31, 2021 | May 17, 2021 | Jul. 31, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | OBITX, Inc. | ||
Entity Central Index Key | 0001730869 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --01-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Jan. 31, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Common Stock Shares Outstanding | 6,074,125 | ||
Entity Public Float | $ 311,294 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jan. 31, 2021 | Jan. 31, 2020 |
Current Assets | ||
Cash | $ 35 | $ 0 |
Interest receivable | 90,435 | 0 |
Inventory | 15 | 0 |
Current cryptocurrencies, net | 122,883 | 0 |
Prepaid expenses | 830 | 0 |
Total current assets | 214,198 | 0 |
Cryptocurrency, net | 97,803 | 0 |
Loan Receivable | 1,400,000 | 0 |
Total assets | 1,712,001 | 0 |
Current liabilities | ||
Accounts payable and accrued expenses | 5,650 | 48,940 |
Accounts payable related party | 12,862 | 254,495 |
Due to Related Party | 0 | 304,072 |
Reserve for legal settlements | 154,307 | 0 |
Total current liabilities | 172,819 | 607,507 |
Total Liabilities | 172,819 | 607,507 |
Stockholders' equity | ||
Common stock, $0.0001 par value, voting; 200,000,000 shares authorized; 5,974,125 and 10,460,000 shares issued and outstanding, as of January 31, 2021 and 2020, respectively. | 597 | 1,046 |
Imputed interest | 69,443 | 0 |
Additional paid in capital | 54,877,097 | 3,500,892 |
Accumulated deficit | (53,408,035) | (4,109,445) |
Total stockholders' equity | 1,539,182 | (607,507) |
Total liabilities and stockholders' equity | 1,712,001 | 0 |
Series A Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock value | 15 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock value | $ 65 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2021 | Jan. 31, 2020 |
Stockholders' equity | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 5,974,125 | 10,460,000 |
Common stock, shares outstanding | 5,974,125 | 10,460,000 |
Series A Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 150,000 | 0 |
Preferred stock, shares outstanding | 150,000 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 150,000 | 0 |
Preferred stock, shares outstanding | 150,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Consolidated Statements of Operations | ||
Revenue from services | $ 927,514 | $ 0 |
Total cost of sales | 423,145 | 0 |
Gross Loss | 504,369 | 0 |
Selling, general, and administrative | 47,699,361 | 5,271 |
Professional fees | 87,728 | 5,257 |
Stock based compensation | 1,506,789 | 0 |
Consultant fees | 681,339 | 157,500 |
Total operating expenses | 49,975,217 | 168,028 |
Net loss from operations | (49,470,848) | (168,028) |
Other income (expense) | 172,257 | (23,690) |
Net (loss) before discontinued operations | (49,298,591) | (191,718) |
Income (expense) from discontinued operations | 0 | 3,526 |
Net (loss) | $ (49,298,591) | $ (188,192) |
Basic and diluted (loss) per share: | ||
Income (Loss) per share from continuing operations | $ (7.20) | $ (0.02) |
Income (Loss) per share | $ (7.20) | $ (0.02) |
Weighted average shares outstanding - basic | 6,842,909 | 9,227,123 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders Equity - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Income (Deficit) |
Balance, shares at Jan. 31, 2019 | 100,000 | 5,460,000 | |||
Balance, amount at Jan. 31, 2019 | $ (434,593) | $ 10 | $ 546 | $ 3,486,104 | $ (3,921,253) |
Conversion of preferred to common, shares | (100,000) | 5,000,000 | |||
Conversion of preferred to common, amount | 0 | $ (10) | $ 500 | (490) | 0 |
Imputed Interests | 15,278 | 15,278 | |||
Net loss | (188,192) | $ 0 | $ 0 | 0 | (188,192) |
Balance, shares at Jan. 31, 2020 | 10,460,000 | ||||
Balance, amount at Jan. 31, 2020 | (607,507) | $ 0 | $ 1,046 | 3,500,892 | (4,109,445) |
Imputed Interests | 54,165 | 0 | 0 | 54,165 | |
Net loss | (49,298,591) | $ 0 | $ 0 | 0 | (49,298,591) |
Conversion of common to series B preferred, shares | 500,000 | (5,000,000) | |||
Conversion of common to series B preferred, amount | 0 | $ 50 | $ (500) | 450 | |
Conversion of accounts payable, shares | 246,317 | ||||
Conversion of accounts payable, amount | 1,663,535 | $ 0 | $ 25 | 1,663,510 | |
Issuance of Series A preferred, shares | 150,000 | ||||
Issuance of Series A preferred, amount | 41,068,434 | $ 15 | $ 0 | 41,068,419 | |
Issuance of series B preferred, shares | 150,000 | ||||
Issuance of series B preferred, amount | 6,629,315 | $ 15 | $ 0 | 6,629,300 | |
Stock issued in warrant exercise, shares | 75,000 | ||||
Stock issued in warrant exercise, amount | 75,000 | $ 7 | 74,993 | ||
Stock issued for services, shares | 192,808 | ||||
Stock issued for services, amount | 1,954,830 | $ 19 | 1,954,811 | ||
Balance, shares at Jan. 31, 2021 | 800,000 | 5,974,125 | |||
Balance, amount at Jan. 31, 2021 | $ 1,539,182 | $ 80 | $ 597 | $ 54,946,540 | $ (53,408,035) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Cash flows from operating activities: | ||
Net (Loss) | $ (49,298,591) | $ (188,192) |
Adjustments to reconcile net loss to net Cash provided by (used in) operating activities: | ||
Stock based compensation | 49,204,508 | 0 |
Realized gain from cryptocurrency, net | 114,125 | |
Imputed interest | 69,443 | 15,278 |
Decrease (Increase) in: | ||
Accrued interest | (90,435) | 0 |
Prepaid expenses and other current assets | (830) | 149 |
Current portion of intangible assets (cryptocurrencies) | (40,083) | |
Accounts payable to related parties | 107,990 | |
Accounts payable | (3,290) | 156,207 |
Net cash gained In operating activities | 62,838 | (16,558) |
Increase (Decrease) in: | ||
Acquisition of intangible assets (cryptocurrencies) | (97,803) | |
Net cash used in investing activities | (97,803) | |
Cash flows from financing activities: | ||
Borrowing from (payment to) related party | 0 | 16,558 |
Proceeds from issuance of stock, net | 35,000 | 0 |
Net cash provided by financing activities | 35,000 | 16,558 |
Net Change in Cash | 35 | 0 |
Cash at Beginning of Year | 0 | 0 |
Cash at End of Year | 35 | 0 |
Supplemental Disclosure of Cash Flows Information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash Investing and Financing Activities: | ||
Reduction of debt in exchange for assets held for sale | 0 | 408,166 |
Conversion of preferred stock to common stock | 0 | 500 |
Conversion of accounts payable to related party to common stock | 195,316 | 0 |
Conversion of common stock to preferred stock | 500 | |
Issuance of preferred stock for inventory | 15 | 0 |
Warrant exercise through conversion of accounts payable | 40,000 | $ 0 |
Conversion of debt with stock | 97,404 | |
Conversion of debt through sale of cryptocurrencies | $ 218,256 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Jan. 31, 2021 | |
Organization and Basis of Presentation | |
1. Organization and Basis of Presentation | The accompanying audited financial statements of OBITX, Inc., (the “Company”, “we”, “our”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany accounts and transactions have been eliminated. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Haute Jobs, LLC, (“HAUTE”), Campaign Pigeon, LLC, (“CAMP”), and altCUBE, Inc., (“altCUBE”). altCUBE was closed on December 31, 2018. HAUTE and CAMP were closed in fiscal year ending January 31, 2020. Description of Business The Company was incorporated in the State of Delaware on March 30, 2017 originally under the name GigeTech, Inc. On October 31, 2017 the Company changed its name to OBITX, Inc., and updated its Articles of Incorporation through unanimous consent of its shareholder, MCIG. The Company is headquartered in Fleming Island, Florida. The Company earned revenue through social media advertising, fees, and services. Under its plan, the Company developed its white label software solution for MCIG under the 420 Cloud brand in support of the cannabis industry. The Company discontinued this operation during the fiscal year ended January 31, 2020. The company is expanding its services and solutions in software development and internet advertising and promotion into the industry of blockchain technologies. On December 10, 2018 OBITX, Inc became a publicly reporting company. The Company began trading under the stock symbol “OBTX” on March 24, 2020. Subsidiaries of the Company The company had three subsidiaries which have all been discontinued. We incorporated Haute Jobs, LLC on May 10, 2018 in the state of Wyoming. We incorporated Campaign Pigeon, LLC on May 10, 2018 in the state of Wyoming. We incorporated altCUBE, Inc., on June 4, 2018 in the state of Wyoming. The subsidiaries were consolidated for the fiscal year ending January 31, 2019. None of the subsidiaries conducted business in fiscal year ending January 31, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2021 | |
Summary of Significant Accounting Policies | |
2. Summary of Significant Accounting Policies | Principles of Consolidation The consolidated financial statements include the accounts of the Company, the wholly owned subsidiaries of HAUTE, CAMP, and altCUBE. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant estimates include: revenue recognition; sales returns and other allowances; allowance for doubtful accounts; valuation of inventory; valuation and recoverability of long-lived assets; property and equipment; contingencies; and income taxes. On a regular basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Revenue Recognition Policies We intend to earn revenue from the subscription, non-software related hosted services, term-based and perpetual licensing of software products, associated software maintenance and support plans, consulting services, training, and technical support. On February 1, 2018, we adopted Topic 606, using the modified retrospective transition method applied to those contracts which were not completed as of February 1, 2018. Results for reporting periods beginning after February 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on February 1, 2018. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: · identification of the contract, or contracts, with a customer; · identification of the performance obligations in the contract; · determination of the transaction price; · allocation of the transaction price to the performance obligations in the contract; and · recognition of revenue when, or as, we satisfy a performance obligation. Research and Development Research and Development Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss as an expense as incurred. Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalized only if the product or process is technically and commercially feasible, if development costs can be measured reliably, if future economic benefits are probable, if the Company intends to use or sell the asset and the Company intends and has sufficient resources to complete development. The Company has recognized $0 as a capital asset for the year ended January 31, 2021 and 2020. Concentration of Credit Risk and Significant Customers Financial instruments which potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable. The Company places its temporary cash investments with financial institutions insured by the FDIC. Concentrations of credit risk with respect to trade receivables and commodities are limited due to the diverse group of customers to whom the Company provides services to. The Company establishes an allowance for doubtful accounts when events and circumstances regarding the collectability of its receivables or the selling of its commodities warrant based upon factors such as the credit risk of specific customers, historical trends, other information and past bad debt history. The outstanding balances are stated net of an allowance for doubtful accounts. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company may occasionally maintain amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high-quality financial institutions. The Company had $0 in excess of federally insured limits on January 31, 2021, and January 31, 2020. Cost of Services Provided Cost of services provided includes: programs licensed; cost incurred to drive traffic to our websites and products, and to acquire online advertising space; costs incurred to support and maintain Internet-based products and services, including data center costs and royalties; warranty costs; costs associated with the delivery of consulting services; and the amortization of capitalized software development costs. Capitalized software development costs are amortized over the estimated lives of the products, which the Company rates at three years. Cash and Cash Equivalents The Company includes in cash and cash equivalents all short-term, highly liquid investments that mature within three months of the date of purchase. Cash equivalents consist principally of investments in interest-bearing demand deposit accounts and liquidity funds with financial institutions and are stated at cost, which approximates fair value. The Company had no cash equivalents as of January 31, 2021, or January 31, 2020. P roperty, Plant, and Equipment Property, plant, and equipment (“PPE”) are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, improvements and major replacements that extend the life of the asset are capitalized. Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of depreciable assets, which are generally three years. The Company classified its software under the Financial Accounting Standards Advisory Board (FASAB) Statement of Federal Financial Accounting Standards (SFFAS) No. 10, Accounting for Internal Use Software, and the Governmental Accounting Standards Board (GASB) Statement No. 42, Accounting of Costs of Computer Software Developed or Obtained for Internal Use. When software is used in providing goods and services it is classified as PPE. Advertising Costs and Expense The advertising costs are expensed as incurred. Advertising costs were $0 for the year ended January 31, 2021 and $0 for the year ended January 31, 2020. Foreign Currency Translation The Company’s functional currency and its reporting currency is the United States Dollar. Basic and Diluted Net Earnings (Loss) Per Share The Company follows ASC Topic 260 – Earnings Per Share FASB 2015-06, Earnings Per Share Commitments and Contingencies The Company reports and accounts for its commitments and contingencies in accordance with ASC 440 – Commitments ASC 450 – Contingencies Fair Value Measurements The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: - Level 1: Quoted prices in active markets for identical instruments; - Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments); - Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments). The carrying values for cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities, and deferred revenue approximate their fair value due to their short maturities. Recent Accounting Pronouncements The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations, or cash flows of the Company. In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02, Leases (ASC 842 nder its core principle, a lessee will recognize right-of-use (“ROU”) assets and related lease liabilities on the balance sheet for all arrangements with terms longer than 12 months. The pattern of expense recognition in the income statement will depend on a lease’s classification. We have adopted this standard and determined that it would have no material effect on our financial statements. On February 1, 2018, we adopted Topic 606, using the modified retrospective transition method applied to those contracts which were not completed as of February 1, 2018. Results for reporting periods beginning after February 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on February 1, 2018. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) In June 2014, the FASB issued ASU No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “ Development Stage Entities In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “ Presentation of Financial Statements—Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern We have implemented all other new accounting pronouncements that are in effect and that may impact our financial statements and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations. |
Going Concern
Going Concern | 12 Months Ended |
Jan. 31, 2021 | |
Going Concern | |
3. Going Concern | The Company's financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has a limited history, no certainty of continuation can be stated. The accompanying financial statements for the year ended January 31, 2021 and 2020, has been prepared to assume that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has negative cash flow and there are no assurances the Company will generate a profit or obtain positive cash flow. The Company has sustained its solvency through the support of its shareholders, Overwatch Partners, Inc., for 2020-21 and MCIG and APO Holdings, LLC for 2020, which raise substantial doubt about its ability to continue as a going concern. Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time to the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate the revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 31, 2021 | |
Related Party Transactions | |
4. Related Party Transactions | The following individuals/entities have been identified as related parties in accordance with the guidelines of ASC 850 – Related Party Disclosures Related Parties Name/Entity Position Became Ended Eric Jaffe CEO March 11, 2021 Current Robert Adams CTO/Director February 1, 2021 Current Michael Hawkins CFO/Director April 17, 2020 Current Alex Mardikian CEO November 1, 2017 April 17, 2020 Brandy Craig CFO November 1, 2017 December 3, 2019 Mark Gilroy Director February 1, 2011 Current Paul Rosenberg Director Inception Current MCIG, Inc. Greater than 10% owner Inception Current APO Holdings, LLC Greater than 10% owner November 1, 2017 Current Related Party Transactions On November 1, 2017, the Company entered into a consulting agreement with Alex Mardikian, the Chief Executive Officer at that time. The agreements call for $7,000 per month for a period of one year. The payments may be booked as a note due, which may be converted into shares of the company at a then-current price per share. The Company and consultant may elect to convert into equity of the company. Mr. Mardikian was authorized to purchase 50,000 shares of common stock at par value ($0.0001 per share) through a warrant, which was subsequently exercised, and he was issued a five-year warrant to acquire 250,000 shares of the Company Stock at $1.00. The Company terminated Mr. Mardikian on April 17, 2020 citing several causes for action. The Company currently has $105,000 in outstanding invoices from Mr. Mardikian, which the Company has preserved it rights to dispute. On November 1, 2017, the Company entered into a consulting agreement with Brandy Craig, the Chief Financial Officer. The agreements call for $3,500 per month for a period of one year. The payments may be booked as a note due, which may be converted into shares of the company at a then-current price per share. The Company and consultant may elect to convert a portion of this into equity of the company. In addition, Mrs. Craig was authorized to purchase 50,000 shares of common stock at par value ($0.0001 per share) through a warrant, which was subsequently exercised, and she was issued a five-year warrant to acquire 250,000 shares of the Company Stock at $1.00 per share. Mrs. Craig resigned her position on December 3, 2019. Mrs. Craig elected to convert her outstanding balance owed of $68,995 into 88,455 common shares of OBITX stock. On June 14, 2018 the Company entered a Line of Credit with APO Holdings, LLC for up to $100,000 at any one time. The Line of Credit may be cancelled at any time by either party providing 30 days written notice of cancellation. It was given at a 0.6% monthly interest rate (7.2% annualized interest rate) and may be paid at any time with no definitive payoff date. As of January 31, 2021, and January 31, 2020 the outstanding balance owed on the line of credit was $0 and $85,814, respectively. The accrued interest for the years ended January 31, 2021 and 2020 was $4,451 and $8,412, respectively. On December 9, 2020 APO Holdings, LLC converted the outstanding balance owed into 38,962 shares of the Company’s common stock. On April 17, 2020 the Company terminated the employment of Alex Mardikian as the CEO of the Company. On April 17, 2020 Paul Rosenberg resigned as the CFO of the Company. On April 17, 2020 the Company entered into an agreement with Michael Hawkins as the CEO and CFO of the business and elected him to the Board of Directors. Under terms of the agreement he receives 10% of all revenue generated by the Company for the initial 12-month period. His agreement is at will and may be terminated with 30 days written notice. On April 17, 2020 the Company, issued 50,000 shares of Series A Preferred Stock to Epic Industry Corp and 100,000 shares of Series A Preferred Stock to Overwatch Partners, Inc for par value ($0.0001) for a total receipt of $15 paid by Epic Industry Corp. The Agreement was originally between the Company and Epic Industry Corp. The 100,000 shares of Series A Preferred was issued to Overwatch Partners at the discretion of Michael Hawkins, the sole owner of Epic Industry Corp. The Company’s CEO is 50% owner of Overwatch Partners. The issuance represents 33% of the Company’s stock on a fully diluted basis and 68% of voting control of the Company. (See Note 5 – Stockholder’s Equity – Preferred Stock). The Company valued the stock under ASC 820 utilizing the Option Pricing Method to value conversion rights, and the Market Approach to value the voting control. The issuance of stock’s recorded value was $40,137,788. On April 17, 2020 the Company issued 150,000 shares of Series B Preferred Stock to Paul Rosenberg in exchange for 60 cryptocurrency ATM machines, which the Company believes has no retail or book value. The issuance represents 7% of the Company’s stock on a fully diluted basis. (See Note 5 – Stockholder’s Equity – Preferred Stock). The Company valued the stock under ASC 820 utilizing the Option Pricing Method to value conversion rights, and the Market Approach to value the voting control. The issuance of stock’s recorded value was $6,548,188. During the year ended January 31, 2021, Overwatch Partners paid multiple different expenses on behalf of the Company, which the Company treats as an account payable to related party. The total amount owed by the Company to Overwatch Partners as of January 31, 2021 was $12,862. On April 22, 2020 the Company converted $104,988 outstanding accounts payable to Paul Rosenberg into 130,128 shares of common stock of the company at $0.75 per share. (See Note 5. Stockholder’s Equity). On April 29, 2020 the Company converted 5,000,000 shares of common stock owned by BOTS, Inc., into 500,000 shares of Series B Preferred stock. BOTS is restricted from converting the Series B Preferred stock into common stock for a period of 24 months from the conversion. There was no gain or loss on conversion due to conversion terms (see Note 5). On May 13, 2020 the Company sold its 420 Cloud Software to First Bitcoin Capital, Corp, for the purchase price of $1,900,000. The $1,900,000 was paid through the transfer of $500,000 in BIT cryptocurrency and a $1,400,000 convertible promissory note. The Company is to receive 122,968,776.18 BIT tokens at the price of $0.00406607 per token. The convertible promissory note has a simple interest fee of 9% per year and may be converted into First Bitcoin Capital Corp stock at a 10% discount to market or in additional BIT cryptocurrency tokens. The Note has no expiration date. The convertible note receivable is currently convertible into stock that is thinly traded on an exchange, and since the software assets had a $0 basis, and were sold to a related party, any subsequent conversions would be included in equity. The interest receivable by this note through January 31, 2021 is $90,435. The Company has reclassified $154,307 of accounts payable – related party as a reserve for settlement – related party. The Company has reclassified this debt as management believes the fees represented by this amount that are due to the former CEO and several employees who worked directly for the former CEO in other projects are not due. Furthermore, if the fees were due, we believe we have offsetting transactions owed the Company by the former CEO. The Company has not proceeded with any legal actions at this time against the former CEO. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Jan. 31, 2021 | |
Stockholders Equity | |
5. Stockholders Equity | Common Stock As of January 31, 2021, and January 31, 2020, the Company had 200,000,000 common shares authorized, with 5,974,125 and 10,460,000 common shares at a par value of $0.0001 issued and outstanding, respectively. On April 22, 2020 the Company converted the following accounts payable into shares of common stock at the rate of $0.75 per share. Based upon the stock price of $6.75 on April 22, 2020 the Company recorded the following stock-based compensation as part of the accounts payable conversion action: Name AP Balance Shares Issued FMV Stock Based Compensation Paul Rosenberg $ 104,988 130,128 $ 878,364 $ 773,377 Brandy Craig $ 68,995 88,455 $ 597,071 $ 528,076 Law Offices of Carl G Hawkins $ 6,333 8,504 $ 57,402 $ 51,069 Thomas G Amon $ 15,000 19,230 $ 129,803 $ 114,803 Total $ 195,316 246,317 $ 1,662,640 $ 1,467,325 On April 17, 2020 the Company issued 153,846 shares of common stock to Andrus Nomm in settlement of any potential liabilities the Company had due to the termination of his employment agreement. The common stock was booked as stock-based compensation in the amount of $1,038,446. On September 1, 2020 the Law Offices of Carl G. Hawkins elected to exercise 20,000 common shares under its warrant at the price of $1.00 per share. The payment was offset by accounts payable. On December 9, 2020 the Company issued 38,962 shares of common stock to APO Holdings, LLC in exchange for conversion of its Convertible Promissory Note. On December 9, 2020 the Law Offices of Carl G. Hawkins elected to exercise 20,000 common shares under its warrant at the price of $1.00 per share. The payment was offset by accounts payable. On December 9, 2020 Epic Industry Corp assign 35,000 warrants to Overwatch Partners, Inc. Subsequently, Overwatch Partners, Inc., elected to exercise the warrants 35,000 through the reduction of $35,000 in outstanding payables due to Overwatch Partners, Inc. Preferred Stock Series A Preferred As of January 31, 2021 and January 31, 2020, the company had 1,000,000 Series A Preferred shares, par value $0.0001, authorized, with 150,000 and 0 Series A Preferred shares issued and outstanding, respectively. The Series A Preferred stock converts into common stock after 2 years since its issuance. The conversion rate for every 1 share of Series A Preferred stock is 50 shares of common stock. The Series A Preferred stock votes 1,000 shares of common stock for every 1 share. Each share of Series A Preferred stock votes 1,000 shares of common stock, has no redemption rights, receives no dividends and has preference in dissolution over Common Stock. Series B Preferred As of January 31, 2021 and January 31, 2020, the company had 1,000,000 Series B Preferred shares, par value $0.0001, authorized, with 650,000 and 0 Series B Preferred shares issued and outstanding, respectively. The conversion rate for every 1 share of Series B Preferred stock is 10 shares of common stock. Each share of Series B Preferred stock votes 50 shares of common stock, has no redemption rights, receives no dividends and has preference in dissolution over Common Stock and Series A Preferred. During the quarter ending April 30, 2020, the Company issued 150,000 shares of Series B Preferred stock to Paul Rosenberg in exchange for 60 cryptocurrency ATM machines. Par value of $15 was recorded as inventory with the FMV of $6,548,188 minus the par value being recorded as stock-based compensation. The Company valued the stock under ASC 820 utilizing the Option Pricing Method to value conversion rights, and the Market Approach to value the voting control. On April 29, 2020 BOTS, Inc., converted 5,000,000 of its common shares into 500,000 shares of Series B Preferred stock. |
Basic Income per Share before N
Basic Income per Share before Non-Controlling Interest | 12 Months Ended |
Jan. 31, 2021 | |
Basic Income per Share before Non-Controlling Interest | |
6. Basic Income per Share before Non-Controlling Interest | Basic Income Per Share The computation of basic loss per common share is based on the weighted average number of common shares outstanding during the period. |
Warrants
Warrants | 12 Months Ended |
Jan. 31, 2021 | |
Warrants | |
7. Warrants | On November 1, 2017 the Company issued 7 warrants to officers, directors, and investors for the purchase of up to 3,000,000 shares of common stock at $1.00 per share. The warrants expire on November 1, 2022 at 5:00 PM Eastern Standard Time. The warrants were registered with the SEC on December 10, 2018. On April 21, 2020 the Company cancelled the warrant issued to one previous officer of the Company for the purchase of up to 250,000 shares of common stock at $1.00 per share. On December 9, 2020 the Law Offices of Carl G. Hawkins elected to exercise 20,000 common shares under its warrant at the price of $1.00 per share. The payment was offset by accounts payable. On December 9, 2020 Epic Industry Corp assign 35,000 warrants to Overwatch Partners, Inc. Subsequently, Overwatch Partners, Inc., elected to exercise the warrants 35,000 through the reduction of $35,000 in outstanding payables due to Overwatch Partners, Inc. A summary of warrant activity for years ended January 31, 2021 and January 31, 2020 are as follows: Weighted Average Conversion Shares Price Warrants outstanding at January 31, 2019 3,000,000 $ 1.00 Exercised in fiscal year 2020 - - Granted in fiscal year 2020 - - Warrants outstanding at January 31, 2020 3,000,000 $ 1.00 Cancelled in fiscal year 2021 250,000 1.00 Exercised in fiscal year 2021 75,000 1.00 Granted in fiscal year 2021 - - Warrants outstanding at January 31, 2021 2,675,000 $ 1.00 |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2021 | |
Income Taxes | |
8. Income Taxes | The Company’s income tax expense for the periods presented in the statements of operations represents minimum Delaware franchise taxes. The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes were as follows: 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State income taxes, net of federal taxes 0.0 % 0.0 % Effective income tax rate 0.0 % 0.0 % In accordance with SAB Topic 1: Financial Statements, Subsidiary’s or Division’s Separate Financial Statements and Segments The Company may not be able to utilize the net operating loss carry forwards for its U.S. income taxes in future periods should it experience a change in ownership as defined in Section 382 of the Internal Revenue Code (“IRC”). Under section 382, should the Company experience a more than 50% change in its ownership over a 3-year period, the Company would be limited based on a formula as defined in the IRC to the amount per year it could utilize in that year of the net operating loss carry forwards. Section 382 of the Internal Revenue Code (“IRC”) imposes limitations on the use of NOL’s and credits following changes in ownership as defined in the IRC. The limitation could reduce the amount of benefits that would be available to offset future taxable income each year, starting with the year of an ownership change. The Company has not completed the complex analysis required by the IRC to determine if an ownership change has occurred. At the end of the fiscal year ending January 31, 2021 and January 31, 2020, the Company had net operating loss carry forwards available to offset future taxable income of approximately $53,408,035 and $4,109,445, respectively. These carry forwards will begin to expire in the year ending December 31, 2034. Utilization of the net operating loss carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The Company has not performed a change in ownership analysis, accordingly, some or all of its net operating loss carry forwards may not be available to offset future taxable income. Even if the loss carry forwards are available, they may be subject to substantial annual limitations resulting from ownership changes occurring after January 31, 2021, that could result in the expiration of the loss carry forwards before they are utilized. The nature of the components of the deferred tax asset is entirely attributable to the Net operating loss carry-forwards incurred by the Company less any permanent differences that maybe used in future years to offset future tax liabilities. We believe that it is more likely than not that the benefit from certain NOL carryforwards will not be realized. In recognition of this risk, we have provided a valuation allowance to offset the deferred tax assets relating to these NOL carryforwards |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 31, 2021 | |
Commitments and Contingencies | |
9. Commitments and Contingencies | The Company reports and accounts for its commitments and contingencies in accordance with ASC 440 – Commitments ASC 450 – Contingencies |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Jan. 31, 2021 | |
Legal Proceedings | |
10. Legal Proceedings | The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Jan. 31, 2021 | |
Discontinued Operations | |
11. Discontinued Operations | On April 20, 2020 the company impaired the 420Cloud software, which was made effective on January 31, 2018. The Company recognized the following revenue from its discontinued operations. 2021 2020 Other income $ - $ 3,526 Total income from discontinued operations $ - $ 3,526 |
Sale of Assets to Related Party
Sale of Assets to Related Party | 12 Months Ended |
Jan. 31, 2021 | |
Sale of Assets to Related Party | |
12. Sale of Assets to Related Party | On May 13, 2020 the Company sold its 420 Cloud Software to First Bitcoin Capital, Inc., for the purchase price of $1,900,000. The $1,900,000 was paid through the transfer of $500,000 in BIT cryptocurrency and a $1,400,000 convertible promissory note. The Company received 122,968,776.18 BIT tokens at the price of $0.004066098 per token. The convertible promissory note has a simple interest fee of 9% per year and may be converted into First Bitcoin Capital Corp stock at a 10% discount to market or in additional BIT cryptocurrency tokens. The Note has no expiration date. The convertible note receivable is currently convertible into stock that is thinly traded on the OTC Markets and since it was related party the credit is to equity. |
Cryptocurrency Assets
Cryptocurrency Assets | 12 Months Ended |
Jan. 31, 2021 | |
Cryptocurrency Assets | |
13. Cryptocurrency Assets | During the year ended January 31, 2021 the Company started transacting business with cryptocurrency assets. The Company records the asset as an Intangible Asset with Infinite Life. We classify cryptocurrency that have a market value and substantial liquidity as Current Intangible Assets, which we value at fair market value in accordance with Statement No. 157. Cryptocurrency that do not trade on a market or have limited liquidity as classified as Non-current Intangible Assets and are recorded on a cost basis. The following chart shows our cryptocurrency assets held for the year ended January 31, 2021 (the Company held no cryptocurrency assets on January 31, 2020): OBITX Cryptocurrency Holdings Current Assets Coin Symbol Quantity Cost Basis FMV HEX 15,681,861 40,083 122,883 Total for period ending 1/31/21 40,083 122,883 Non-Current Assets Coin Symbol Quantity Cost Basis FMV PRES 2,000,000 14,917 49,832 BIT 20,720,420 82,886 115,846 Total for period ending 1/31/21 97,803 254,935 During the three months ended October 31, 2020 the Company expended the following cryptocurrency. We recognized revenue for the amount of the transaction above the cost basis in which we had a definitive agreement. Additionally, in accordance with IRS policies and standards for transacting with cryptocurrencies, we allocated the price of the cryptocurrency on the date the transaction occurred. Where the transferred amount exceeded the cost basis, we recognized revenue and when the cost basis was below the cost basis we recorded a reduction to revenue. OBITX Cryptocurrency Issuances From/TO Quantity (BIT) Cost Basis Fair Value Gains Overwatch 700,000 $ (2,111 ) $ 5,921 $ 3,810 Overwatch 43,038,800 (175,000 ) 364,065 189,065 Paul Rosenberg 30,742,000 (125,000 ) 254,452 129,452 Andrus Nomm 2,766,780 (11,250 ) 22,901 11,651 BOTS 27,000,000 (109,785 ) 223,479 113,694 Total for period ending 1/31/21 $ 447,673 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 31, 2021 | |
Subsequent Events | |
14. Subsequent Events | On February 1, 2021 the Company issued 4 warrants to the Directors (Mark Gilroy, Michael Hawkins, Paul Rosenberg, and Robert Adams) for the purchase of up to 500,000 shares of common stock at $2.21 per share. The warrants expire on January 31, 2026 at 5:00 PM Eastern Standard Time. On March 11, 2021 the Company issued 3 warrants to the Officers (Robert Adams, Eric Jaffe, and Michael Hawkins) for the purchase of up to 600,000 shares of common stock at $2.21 per share. The warrants expire on January 31, 2026 at 5:00 PM Eastern Standard Time. On March 17, 2021 the Company entered into a loan agreement for $500,000 with Epic Industry Corp, a wholly owned company of Michael Hawkins, the Company’s CFO. The interest rate is 3% per annum. The loan is due in full on April 1, 2022. On April 12, 2021 Epic Industry Corp, wholly owned by Michael Hawkins, the Company’s CFO, exercised the warrant it has and purchased 100,000 shares of common stock in exchange for $100,000. Epic Industry Corp elected to issue the shares in the name of Timothy R Schucker and Anastasia Hawkins JTWROS, the daughter and son-in-law of Michael Hawkins. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2021 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company, the wholly owned subsidiaries of HAUTE, CAMP, and altCUBE. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant estimates include: revenue recognition; sales returns and other allowances; allowance for doubtful accounts; valuation of inventory; valuation and recoverability of long-lived assets; property and equipment; contingencies; and income taxes. On a regular basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Revenue Recognition Policies | We intend to earn revenue from the subscription, non-software related hosted services, term-based and perpetual licensing of software products, associated software maintenance and support plans, consulting services, training, and technical support. On February 1, 2018, we adopted Topic 606, using the modified retrospective transition method applied to those contracts which were not completed as of February 1, 2018. Results for reporting periods beginning after February 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on February 1, 2018. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: · identification of the contract, or contracts, with a customer; · identification of the performance obligations in the contract; · determination of the transaction price; · allocation of the transaction price to the performance obligations in the contract; and · recognition of revenue when, or as, we satisfy a performance obligation. |
Research and Development | Research and Development Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss as an expense as incurred. Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalized only if the product or process is technically and commercially feasible, if development costs can be measured reliably, if future economic benefits are probable, if the Company intends to use or sell the asset and the Company intends and has sufficient resources to complete development. The Company has recognized $0 as a capital asset for the year ended January 31, 2021 and 2020. |
Concentration of Credit Risk and Significant Customers | Financial instruments which potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable. The Company places its temporary cash investments with financial institutions insured by the FDIC. Concentrations of credit risk with respect to trade receivables and commodities are limited due to the diverse group of customers to whom the Company provides services to. The Company establishes an allowance for doubtful accounts when events and circumstances regarding the collectability of its receivables or the selling of its commodities warrant based upon factors such as the credit risk of specific customers, historical trends, other information and past bad debt history. The outstanding balances are stated net of an allowance for doubtful accounts. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company may occasionally maintain amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high-quality financial institutions. The Company had $0 in excess of federally insured limits on January 31, 2021, and January 31, 2020. |
Cost of Services Provided | Cost of services provided includes: programs licensed; cost incurred to drive traffic to our websites and products, and to acquire online advertising space; costs incurred to support and maintain Internet-based products and services, including data center costs and royalties; warranty costs; costs associated with the delivery of consulting services; and the amortization of capitalized software development costs. Capitalized software development costs are amortized over the estimated lives of the products, which the Company rates at three years. |
Cash and Cash Equivalents | The Company includes in cash and cash equivalents all short-term, highly liquid investments that mature within three months of the date of purchase. Cash equivalents consist principally of investments in interest-bearing demand deposit accounts and liquidity funds with financial institutions and are stated at cost, which approximates fair value. The Company had no cash equivalents as of January 31, 2021, or January 31, 2020. |
Property, Plant, and Equipment | Property, plant, and equipment (“PPE”) are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, improvements and major replacements that extend the life of the asset are capitalized. Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of depreciable assets, which are generally three years. The Company classified its software under the Financial Accounting Standards Advisory Board (FASAB) Statement of Federal Financial Accounting Standards (SFFAS) No. 10, Accounting for Internal Use Software, and the Governmental Accounting Standards Board (GASB) Statement No. 42, Accounting of Costs of Computer Software Developed or Obtained for Internal Use. When software is used in providing goods and services it is classified as PPE. |
Advertising Costs and Expense | The advertising costs are expensed as incurred. Advertising costs were $0 for the year ended January 31, 2021 and $0 for the year ended January 31, 2020. |
Foreign Currency Translation | The Company’s functional currency and its reporting currency is the United States Dollar. |
Basic and Diluted Net Earnings (Loss) Per Share | The Company follows ASC Topic 260 – Earnings Per Share FASB 2015-06, Earnings Per Share |
Commitments and Contingencies | The Company reports and accounts for its commitments and contingencies in accordance with ASC 440 – Commitments ASC 450 – Contingencies |
Fair Value Measurements | The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: - Level 1: Quoted prices in active markets for identical instruments; - Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments); - Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments). The carrying values for cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities, and deferred revenue approximate their fair value due to their short maturities. |
Recent Accounting Pronouncements | The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations, or cash flows of the Company. In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02, Leases (ASC 842 On February 1, 2018, we adopted Topic 606, using the modified retrospective transition method applied to those contracts which were not completed as of February 1, 2018. Results for reporting periods beginning after February 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on February 1, 2018. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) In June 2014, the FASB issued ASU No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “ Development Stage Entities In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “ Presentation of Financial Statements—Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern We have implemented all other new accounting pronouncements that are in effect and that may impact our financial statements and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Related Party Transactions | |
Schedule related party Disclosure | Related Parties Name/Entity Position Became Ended Eric Jaffe CEO March 11, 2021 Current Robert Adams CTO/Director February 1, 2021 Current Michael Hawkins CFO/Director April 17, 2020 Current Alex Mardikian CEO November 1, 2017 April 17, 2020 Brandy Craig CFO November 1, 2017 December 3, 2019 Mark Gilroy Director February 1, 2011 Current Paul Rosenberg Director Inception Current MCIG, Inc. Greater than 10% owner Inception Current APO Holdings, LLC Greater than 10% owner November 1, 2017 Current |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Stockholders Equity | |
Schedule of Stock Based Compensation | Name AP Balance Shares Issued FMV Stock Based Compensation Paul Rosenberg $ 104,988 130,128 $ 878,364 $ 773,377 Brandy Craig $ 68,995 88,455 $ 597,071 $ 528,076 Law Offices of Carl G Hawkins $ 6,333 8,504 $ 57,402 $ 51,069 Thomas G Amon $ 15,000 19,230 $ 129,803 $ 114,803 Total $ 195,316 246,317 $ 1,662,640 $ 1,467,325 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Warrants | |
Schedule of warrant activity | Weighted Average Conversion Shares Price Warrants outstanding at January 31, 2019 3,000,000 $ 1.00 Exercised in fiscal year 2020 - - Granted in fiscal year 2020 - - Warrants outstanding at January 31, 2020 3,000,000 $ 1.00 Cancelled in fiscal year 2021 250,000 1.00 Exercised in fiscal year 2021 75,000 1.00 Granted in fiscal year 2021 - - Warrants outstanding at January 31, 2021 2,675,000 $ 1.00 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Income Taxes | |
Schedule of Effective Income Tax | 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % State income taxes, net of federal taxes 0.0 % 0.0 % Effective income tax rate 0.0 % 0.0 % |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Discontinued Operations | |
Schedule of Discontinued Operations | 2021 2020 Other income $ - $ 3,526 Total income from discontinued operations $ - $ 3,526 |
Cryptocurrency Assets (Tables)
Cryptocurrency Assets (Tables) | 12 Months Ended |
Jan. 31, 2021 | |
Cryptocurrency Assets | |
Schedule of cryptocurrency assets | OBITX Cryptocurrency Holdings Current Assets Coin Symbol Quantity Cost Basis FMV HEX 15,681,861 40,083 122,883 Total for period ending 1/31/21 40,083 122,883 Non-Current Assets Coin Symbol Quantity Cost Basis FMV PRES 2,000,000 14,917 49,832 BIT 20,720,420 82,886 115,846 Total for period ending 1/31/21 97,803 254,935 |
Schedule of cryptocurrency recognized revenue | OBITX Cryptocurrency Issuances From/TO Quantity (BIT) Cost Basis Fair Value Gains Overwatch 700,000 $ (2,111 ) $ 5,921 $ 3,810 Overwatch 43,038,800 (175,000 ) 364,065 189,065 Paul Rosenberg 30,742,000 (125,000 ) 254,452 129,452 Andrus Nomm 2,766,780 (11,250 ) 22,901 11,651 BOTS 27,000,000 (109,785 ) 223,479 113,694 Total for period ending 1/31/21 $ 447,673 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Summary of Significant Accounting Policies | ||
Cash equivalents | $ 0 | $ 0 |
Advertising costs | 0 | 0 |
Federally insured limit | 250,000 | |
Recognized capital assets | 0 | 0 |
FCID Limit, excess | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 09, 2020 | May 13, 2020 | Jun. 14, 2018 | Apr. 22, 2020 | Apr. 17, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Apr. 29, 2020 |
Interest receivable | $ 90,435 | |||||||
Due to Related Party | 0 | $ 304,072 | ||||||
Contract Agreement 3 | ||||||||
Date of agreement | Apr. 17, 2020 | |||||||
Series B Preferred Stock, Shares Issued | 150,000 | |||||||
Issuance represents rate | 7.00% | |||||||
Series B Preferred Stock, Fair Market Value | $ 6,548,188 | |||||||
Share Issuance 9 | ||||||||
Shares issued conversion, shares | 130,128 | |||||||
Shares Issued, conversions, amount | $ 104,988 | |||||||
Common stock, par value | $ 0.75 | |||||||
Overwatch Partners, Inc [Member] | ||||||||
Due to Related Party | $ 12,862 | |||||||
Shares issued conversion, shares | 50,000 | |||||||
Shares Issued, conversions, amount | $ 40,137,788 | |||||||
Total receipt | 15 | |||||||
Issuane of preferred stock | $ 100,000 | |||||||
Agreement description | The 100,000 shares of Series A Preferred was issued to Overwatch Partners at the discretion of Michael Hawkins, the sole owner of Epic Industry Corp. The Company's CEO is 50% owner of Overwatch Partners. The issuance represents 33% of the Company's stock on a fully diluted basis and 68% of voting control of the Company. | |||||||
Preferred stock, par value | $ 0.0001 | |||||||
Epic Industry Corp [Member] | Sale Of Preferred Stock 1 [Member] | ||||||||
Preferred stock series A, shares issued | 50,000 | |||||||
APO Holding | Line of Credit | ||||||||
Date of agreement | Jun. 14, 2018 | |||||||
Line of Credit, Capacity | $ 1,000,000 | |||||||
Line of Credit, Current | $ 85,814 | |||||||
Line of Credit, Interest Rate | 0.60% | |||||||
Line of Credit, Accured Interest | $ 4,451 | $ 8,412 | ||||||
Outstanding shares of common stock | 38,962 | |||||||
Consulting Agreement [Member] | Alex Mardikian [Member] | ||||||||
Monthly service cost | $ 7,000 | |||||||
Date of agreement | Nov. 1, 2017 | |||||||
Warrants issued | 250,000 | |||||||
Exercise price | $ 1 | |||||||
Warrants term | 5 years | |||||||
Due to Related Party | $ 105,000 | |||||||
Common stock shares purchse upon issue of warrants | 50,000 | |||||||
Consulting Agreement [Member] | Brandy Craig [Member] | ||||||||
Monthly service cost | $ 3,500 | |||||||
Date of agreement | Nov. 1, 2017 | |||||||
Warrants issued | 250,000 | |||||||
Exercise price | $ 1 | |||||||
Warrants term | 5 years | |||||||
Common stock shares purchse upon issue of warrants | 50,000 | |||||||
Shares issued conversion, shares | 88,455 | |||||||
Shares Issued, conversions, amount | $ 68,995 | |||||||
Former CEO [Member] | ||||||||
Accounts payable | 154,307 | |||||||
First Bitcoin Capital Inc. [Member] | May 13, 2020 [Member] | ||||||||
Purchase Price | $ 1,900,000 | $ 1,900,000 | ||||||
Purchase Price Disclosure | The $1,900,000 was paid through the transfer of $500,000 in BIT cryptocurrency and a $1,400,000 convertible promissory note. The Company is to receive 122,968,776.18 BIT tokens at the price of $0.00406607 per token. The convertible promissory note has a simple interest fee of 9% per year and may be converted into First Bitcoin Capital Corp stock at a 10% discount to market or in additional BIT cryptocurrency tokens. | |||||||
MCIG, Inc [Member] | Series B Preferred Stock [Member] | ||||||||
Common stock, shares converted | 5,000,000 | |||||||
Convertible preferred stock | 500,000 |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Stock Based Compensation | $ 1,506,789 | $ 0 |
Paul Rosenberg [Member] | ||
Conversion of accounts payable to common stock | $ 104,988 | |
Conversion of accounts payable, shares | 130,128 | |
Fair Market Value | $ 878,364 | |
Stock Based Compensation | 773,377 | |
Brandy Craig [Member] | ||
Conversion of accounts payable to common stock | $ 68,995 | |
Conversion of accounts payable, shares | 88,455 | |
Fair Market Value | $ 597,071 | |
Stock Based Compensation | 528,076 | |
Law Offices of Carl G Hawkins [Member] | ||
Conversion of accounts payable to common stock | $ 6,333 | |
Conversion of accounts payable, shares | 8,504 | |
Fair Market Value | $ 57,402 | |
Stock Based Compensation | 51,069 | |
Thomas G Amon [Member] | ||
Conversion of accounts payable to common stock | $ 15,000 | |
Conversion of accounts payable, shares | 19,230 | |
Fair Market Value | $ 129,803 | |
Stock Based Compensation | 114,803 | |
Total [Member] | ||
Conversion of accounts payable to common stock | $ 195,316 | |
Conversion of accounts payable, shares | 246,317 | |
Fair Market Value | $ 1,662,640 | |
Stock Based Compensation | $ 1,467,325 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | Dec. 09, 2020 | Sep. 01, 2020 | Apr. 17, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Apr. 29, 2020 | Apr. 22, 2020 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued | 5,974,125 | 10,460,000 | |||||
Common stock, shares outstanding | 5,974,125 | 10,460,000 | |||||
Preferred stock, description | The Series A Preferred stock converts into common stock after 2 years since its issuance. The conversion rate for every 1 share of Series A Preferred stock is 50 shares of common stock. The Series A Preferred stock votes 1,000 shares of common stock for every 1 share. Each share of Series A Preferred stock votes 1,000 shares of common stock, has no redemption rights, receives no dividends and has preference in dissolution over Common Stock. | ||||||
stock-based compensation | $ 1,506,789 | $ 0 | |||||
Series A Preferred Stock [Member] | |||||||
Series B Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||
Series B Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||
Series B Preferred stock, shares issued | 150,000 | 150,000 | |||||
Series B Preferred stock, shares outstanding | 150,000 | 150,000 | |||||
Series B Preferred Stock [Member] | |||||||
Preferred stock, description | The conversion rate for every 1 share of Series B Preferred stock is 10 shares of common stock. Each share of Series B Preferred stock votes 50 shares of common stock, has no redemption rights, receives no dividends and has preference in dissolution over Common Stock and Series A Preferred. | ||||||
Series B Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||
Series B Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||
Series B Preferred stock, shares issued | 650,000 | 650,000 | |||||
Series B Preferred stock, shares outstanding | 650,000 | 650,000 | |||||
Series B Preferred Stock [Member] | BOTS, Inc [Member] | |||||||
Convertible preferred stock | 500,000 | ||||||
Common stock, shares converted | 5,000,000 | ||||||
Series B Preferred Stock [Member] | Preferred Stock Issuance | |||||||
Series B Preferred stock, par value | $ 15 | ||||||
Series B Preferred stock, shares issued | 150,000 | ||||||
Series B Preferred stock, sale, FMV | $ 6,548,188 | ||||||
Share Issuance [Member] | |||||||
Stock price | $ 6.75 | ||||||
Common stock, par value | $ 0.75 | ||||||
Overwatch Partners, Inc [Member] | |||||||
Warrants descriptions | Epic Industry Corp assign 35,000 warrants to Overwatch Partners, Inc. Subsequently, Overwatch Partners, Inc., elected to exercise the warrants 35,000 through the reduction of $35,000 in outstanding payables due to Overwatch Partners, Inc. | ||||||
APO Holding | Line of Credit | |||||||
Outstanding shares of common stock | 38,962 | ||||||
Carl G. Hawkins [Member] | |||||||
Common stock, par value | $ 1 | $ 1 | |||||
Common shares exercised | 20,000 | 20,000 | |||||
Andrus Nomm [Member] | |||||||
Common stock, shares issued | 153,846 | ||||||
stock-based compensation | $ 1,038,446 |
Warrants (Details)
Warrants (Details) - $ / shares | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Warrants | ||
Warrants outstanding shares, Beginning | 3,000,000 | 3,000,000 |
Exercised, shares | 75,000 | 0 |
Granted, shares | 0 | 0 |
Warrants outstanding shares, Ending | 2,675,000 | 3,000,000 |
Cancelled, shares | 250,000 | |
Warrants outstanding weighted average conversion price, Beginning | $ 1 | $ 1 |
weighted average conversion price, Exercised | 1 | 0 |
Weighted average conversion price, Granted | 0 | 0 |
Weighted average conversion price, Cancelled | 1 | |
Warrants outstanding weighted average conversion price, Ending | $ 1 | $ 1 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | Dec. 09, 2020 | Apr. 21, 2020 | Jan. 31, 2021 |
Carl G. Hawkins [Member] | |||
Exercise price | $ 1 | ||
Common stock shares exercise upon warrant issued | $ 20,000 | ||
Overwatch Partners [Member] | |||
Warrant, description | On December 9, 2020 Epic Industry Corp assign 35,000 warrants to Overwatch Partners, Inc. Subsequently, Overwatch Partners, Inc., elected to exercise the warrants 35,000 through the reduction of $35,000 in outstanding payables due to Overwatch Partners, Inc. | ||
Warrant Issuance [Member] | |||
Date of Issuance | Nov. 1, 2017 | ||
Date of expire | Nov. 1, 2022 | ||
Warrants Issued | 250,000 | 3,000,000 | |
Exercise price | $ 1 |
Income Taxes (Details )
Income Taxes (Details ) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Income Taxes | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State income taxes, net of federal taxes | 0.00% | 0.00% |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Income Taxes | ||
Net operating loss carry forward | $ 53,408,035 | $ 4,109,445 |
Corporate tax rate | 21.00% | 21.00% |
Income tax, description | The Company experience a more than 50% change in its ownership over a 3-year period | |
Net operating loss carry forward, expiration | Dec. 31, 2034 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Commitments and Contingencies | ||
Loss on contingencies | $ 0 | $ 0 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Jan. 31, 2021 | Jan. 31, 2020 | |
Discontinued Operations | ||
Other income (loss) | $ 0 | $ 3,526 |
Total income from discontinued operations | $ 0 | $ 3,526 |
Sale of Assets to Related Par_2
Sale of Assets to Related Party (Details Narrative) - May 13, 2020 [Member] - First Bitcoin Capital Inc. [Member] - USD ($) | May 13, 2020 | Jan. 31, 2021 |
Purchase Price | $ 1,900,000 | $ 1,900,000 |
Interest fee | 9.00% | |
Discount rate | 10.00% | |
Purchase Price Description | The $1,900,000 was paid through the transfer of $500,000 in BIT cryptocurrency and a $1,400,000 convertible promissory note. The Company received 122,968,776.18 BIT tokens at the price of $0.004066098 per token. |
Cryptocurrency Assets (Details)
Cryptocurrency Assets (Details) | Jan. 31, 2021USD ($)shares |
Current Assets Cost | $ 40,083 |
Current Assets FMV | 122,883 |
Non-Current Assets Cost | 97,803 |
Non-Current Assets FMV | 254,935 |
HEX [Member] | |
Current Assets FMV | $ 122,883 |
Quantity | shares | 15,681,861 |
Current Assets FMV cost | $ 40,083 |
BIT [Member] | |
Current Assets FMV | $ 115,846 |
Quantity | shares | 20,720,420 |
Current Assets FMV cost | $ 82,886 |
PRES [Member] | |
Current Assets FMV | $ 49,832 |
Quantity | shares | 2,000,000 |
Current Assets FMV cost | $ 14,917 |
Cryptocurrency Assets (Details
Cryptocurrency Assets (Details 1) | 12 Months Ended |
Jan. 31, 2021USD ($)shares | |
Gains | $ 447,673 |
BOTS [Member] | |
Gains | $ 113,694 |
Quantity | shares | 27,000,000 |
Cost | $ (109,785) |
Fair Value | 223,479 |
Andrus Nomm [Member] | |
Gains | $ 11,651 |
Quantity | shares | 2,766,780 |
Cost | $ (11,250) |
Fair Value | 22,901 |
Paul Rosenberg [Member] | |
Gains | $ 129,452 |
Quantity | shares | 30,742,000 |
Cost | $ (125,000) |
Fair Value | 254,452 |
Overwatch One [Member] | |
Gains | $ 189,065 |
Quantity | shares | 43,038,800 |
Cost | $ (175,000) |
Fair Value | 364,065 |
Overwatch [Member] | |
Gains | $ 3,810 |
Quantity | shares | 700,000 |
Cost | $ (2,111) |
Fair Value | $ 5,921 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) | Apr. 12, 2021USD ($)shares | Mar. 11, 2021integer$ / sharesshares | Mar. 17, 2021USD ($) | Jan. 31, 2021integer$ / sharesshares |
CFO [Member] | Subsequent Event [Member] | ||||
Common stock shares purchase upon issue of warrants | 100,000 | |||
Exchange shares, amount | $ | $ 100,000 | |||
CFO [Member] | Subsequent Event [Member] | Loan Agreement [Member] | ||||
Loan amount | $ | $ 500,000 | |||
Interest rate | 3.00% | |||
Due date | Apr. 1, 2022 | |||
Officers [Member] | Subsequent Event [Member] | ||||
Share price | $ / shares | $ 2.21 | |||
Warrants expire date descriptions | The warrants expire on January 31, 2026 at 5:00 PM Eastern Standard Time. | |||
Common stock shares purchase upon issue of warrants | 600,000 | |||
Number of warrants | integer | 3 | |||
February 1, 2021 [Member] | Directors [Member] | ||||
Share price | $ / shares | $ 2.21 | |||
Warrants expire date descriptions | The warrants expire on January 31, 2026 at 5:00 PM Eastern Standard Time. | |||
Common stock shares purchase upon issue of warrants | 500,000 | |||
Number of warrants | integer | 4 |