Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Apr. 30, 2020 | Jul. 29, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | OBITX, Inc. | |
Entity Central Index Key | 0001730869 | |
Entity FIle Number | 000-56142 | |
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Is Entity's Reporting Status Current? | Yes | |
Is Entity Emerging Growth Company? | false | |
Is Entity a Shell Company | false | |
Is Entity's Interactive Date Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 5,706,317 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Apr. 30, 2020 | Jan. 31, 2020 |
Current Assets | ||
Undeposited Funds | $ 15 | |
Inventory | 15 | |
Total current assets | 30 | |
Total assets | 30 | 0 |
Current liabilities | ||
Accounts payable and accrued expenses - related party | 42,307 | 48,940 |
Accounts payable related party | 119,602 | 254,495 |
Due to Related Party | 311,176 | 304,072 |
Total current liabilities | 473,085 | 607,507 |
Total Liabilities | 473,085 | 607,507 |
Stockholders equity | ||
Series A Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 150,000 and 0 shares issued and outstanding, as of April 30, 2020 and January 31, 2020, respectively. | 15 | |
Series B Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 650,000 and 0 shares issued and outstanding, as of April 30, 2020 and January 31, 2020, respectively. | 65 | |
Common stock, $0.0001 par value, voting; 200,000,000 shares authorized; 5,706,317 and 10,460,000 shares issued and outstanding, as of April 30, 2020 and January 31, 2020, respectively. | 571 | 1,046 |
Additional paid in capital | 51,853,707 | 3,500,892 |
Accumulated deficit | (52,327,413) | (4,109,445) |
Total stockholders equity | (473,055) | (607,507) |
Total liabilities and stockholders equity | $ 30 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Apr. 30, 2020 | Jan. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Series A Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Series A Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Series A Preferred stock, shares issued | 150,000 | 0 |
Series A Preferred stock, shares outstanding | 150,000 | 0 |
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 | 0 |
Series B Preferred stock, shares outstanding | 650,000 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 5,706,317 | 10,460,000 |
Common stock, shares outstanding | 5,706,317 | 10,460,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Income Statement [Abstract] | ||
Selling, general, and administrative | $ 48,167,341 | $ 16,999 |
Professional fees | 10,587 | 12,622 |
Rent | 207 | |
Consultant fees | 34,000 | 42,000 |
Total operating expenses | 48,211,928 | 71,828 |
Net loss from operations | (48,211,928) | (71,828) |
Other income (expense) | (5,240) | |
Net (loss) before discontinued operations | (48,217,168) | (71,828) |
Income (expense) from discontinued operations | (800) | 9,383 |
Net (loss) | $ (48,217,968) | $ (62,445) |
Basic and diluted (loss) per share: | ||
Income (Loss) per share from continuing operations | $ (4.93) | $ (0.01) |
Income (Loss) per share - discontinued | $ 0 | $ 0 |
Weighted average shares outstanding - basic and diluted | 9,773,357 | 5,460,000 |
Statement of Changes in Stockho
Statement of Changes in Stockholders Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Profits | Total |
Beginning balance, shares at Jan. 31, 2019 | 100,000 | 5,460,000 | |||
Beginning balance, amount at Jan. 31, 2019 | $ 10 | $ 546 | |||
Shares issued, shares | 10,606 | 10,606 | |||
Net income (loss) | $ (62,445) | $ (62,445) | |||
Ending balance, shares at Apr. 30, 2019 | 100,000 | 5,460,000 | |||
Ending balance, amount at Apr. 30, 2019 | $ 10 | $ 546 | 3,496,710 | (3,983,698) | (486,432) |
Beginning balance, shares at Jan. 31, 2020 | 100,000 | 5,460,000 | |||
Beginning balance, amount at Jan. 31, 2020 | $ 10 | $ 546 | 3,500,892 | (4,109,445) | (607,507) |
Shares Issued, conversions, shares | (5,000,000) | ||||
Shares Issued, conversions, amount | $ 500 | 450 | |||
Conversion of accounts payable, shares | 246,317 | ||||
Conversion of accounts payable, amount | $ 25 | 1,662,640 | 1,662,665 | ||
Shares issued, Series A, shares | 150,000 | ||||
Shares issued, Series A, amount | $ 15 | 40,137,773 | 40,137,788 | ||
Shares issued, Series B, shares | 150,000 | ||||
Shares issued, Series B, amount | $ 15 | 6,548,173 | 6,548,188 | ||
Imputed Interest | 3,779 | 3,779 | |||
Net income (loss) | (48,217,968) | (48,217,968) | |||
Ending balance, shares at Apr. 30, 2020 | 800,000 | 5,706,317 | |||
Ending balance, amount at Apr. 30, 2020 | $ 80 | $ 571 | $ 51,853,707 | $ (52,327,413) | $ (473,055) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Cash flows from operating activities: | ||
Net (Loss) | $ (48,217,968) | $ (62,445) |
Adjustments to reconcile net loss to net Cash provided by (used in) operating activities: | ||
Stock based compensation | 48,153,295 | |
Imputed interest | 3,779 | |
Decrease (Increase) in: | ||
Accounts receivable, net | ||
Accounts payable to related party | 44,727 | |
Accrued interest | 1,461 | 1,359 |
Prepaid expenses and other current assets | 49 | |
Accounts payable | 47,348 | |
Net cash used in operating activities | (14,706) | (3,083) |
Cash flows from financing activities: | ||
Borrowing from (payment to) related party | 14,706 | 3,083 |
Proceeds from issuance of stock, net | 15 | |
Net cash provided by financing activities | 14,721 | 3,083 |
Net change in cash | 15 | |
Cash at beginning of quarter | ||
Cash at end of quarter | 15 | |
Supplemental Disclosure of Cash Flows Information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-cash Investing and Financing Activities: | ||
Conversion of accounts payable to common stock | 195,316 | |
Conversion of preferred stock to common stock | ||
Issuance of preferred stock for inventory | $ 15 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization and Basis of Presentation | The accompanying unaudited 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 three months ended April 30, 2019. None of the subsidiaries conducted business in the three months ended April 30, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
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 3 months ended April 30, 2020 and $0 for the three months ended April 30, 2019. 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 April 30, 2020, and January 31, 2020. For the quarter ended April 30, 2020 there was $0 in accounts receivable and $0 for the year ended January 31, 2020. Cost of Goods Sold The Company recognizes the direct cost of purchasing product for sale, including freight-in and packaging, as cost of goods sold in the accompanying statement of operations. Cost of Revenue Cost of revenue includes: manufacturing and distribution costs for products sold and programs licensed; operating costs related to product support service centers and product distribution centers; costs incurred to include software on PCs sold by OEMs, 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; inventory valuation adjustments; 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. 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. For cash management purposes, the company concentrates its cash holdings in an account at Bank of America. The Company had no cash equivalents as of April 30, 2020, or January 31, 2020. 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 |
Going Concern
Going Concern | 3 Months Ended |
Apr. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 quarter ended April 30, 2020 and the year ended January 31, 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 related parties, 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 | 3 Months Ended |
Apr. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | The Company entered a Line of Credit with MCIG, for up to $500,000 in funding on November 1, 2016. The Line of Credit terminated on April 30, 2019. It was given at a 0% interest rate and is payable upon termination date with the option to convert the agreement into equity at a 15% discount to the then current market rate. The Line of Credit was reinstated and increased to $1,000,000 on January 1, 2018 and expired January 1, 2020. As of April 30, 2020, and January 31, 2020, the amount outstanding on the Line of Credit owed to MCIG was $218,257. (See Note 9 – Subsequent Events) The imputed interest of this line of credit for the three months ended April 30, 2020 was $3,779. 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. During the quarter ended April 30, 2020 the Company received $5,644 under the Line of Credit. As of April 30, 2020, and January 31, 2020 the outstanding balance owed on the line of credit was $92,920 and $85,815, respectively. The accrued interest for the quarter ended April 30, 2020 and the year ended January 31, 2020 was $9,875 and $8,412 respectively. The interest expense for the three months ended April 30, 2020 was $1,461. 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 three months ending April 30, 2020 Overwatch Partners paid multiple different expenses on behalf of the Company, which the Company treats as an accounts payable to related party. The total amount owed by the company to Overwatch Partners as of April 30, 2020 was $7,601. On April 22, 2020 the Company converted $104,987 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 MCIG, Inc., into 500,000 shares of Series B Preferred stock. MCIG 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). |
Stockholders Equity
Stockholders Equity | 3 Months Ended |
Apr. 30, 2020 | |
Equity [Abstract] | |
Stockholders Equity | Common Stock As of April 30, 2020 and January 31, 2019, the Company had 200,000,000 common shares authorized, with 5,706,317 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 $ 104,987 130,128 $ 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 $ 195,315 246,317 $ 1,662,640 $ 1,467,325 Preferred Stock Series A Preferred As of April 30, 2020 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. During the quarter ending April 30, 2020 the Company sold 150,000 shares of Series A Preferred Stock to Epic Industry Corp at par value for a total payment of $15. Epic Industry Corp, through its sole shareholder directed the Company to issue 100,000 shares of Series A Preferred stock to Overwatch Partners, Inc., with the remaining 50,000 shares to Epic Industry Corp. The Company recorded the transaction at FMV of $40,137,788 with the difference assigned 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. Series B Preferred As of April 30, 2020 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. MCIG, 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 | 3 Months Ended |
Apr. 30, 2020 | |
Earnings Per Share [Abstract] | |
Basic Income per Share before Non-Controlling Interest | Basic Income Per Share For the three months ended April 30, Basic and diluted (loss) per share: Income(Loss) per share from continuing operations $ (4.93) $ (0.01) Income(Loss) per share - discontinued $ (0.00) $ 0.00 Weighted average shares outstanding - basic 9,773,357 $ 5,460,000 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
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(expense) from its discontinued operations for three months ended April 30: 2020 2019 Other income(loss) $ (800) $ 9,383 Total income from discontinued operations $ (800) $ 9,383 |
Warrants
Warrants | 3 Months Ended |
Apr. 30, 2020 | |
Notes to Financial Statements | |
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 contain participation rights to any registration statement filed by the Company. The Holder shall not be entitled to exercise their Warrant when the number of shares exercised by the Warrant Holder would cause the Holder to exceed 4.99% of the total outstanding common stock. A summary of warrant activity for three months ended April 30, 2020 is as follows: Weighted Average Conversion Shares Price Warrants outstanding at January 31, 2020 3,000,000 $ 1.00 Exercised - $ - Granted 3,000,000 $ 1.00 Warrants outstanding at April 30, 2020 3,000,000 $ 1.00 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Apr. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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. Subsequently, the Company paid off and cancelled the MCIG Line of Credit. The Company transferred $218,257 worth of BIT cryptocurrency to MCIG as payment in full of the Line of Credit. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
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 3 months ended April 30, 2020 and $0 for the three months ended April 30, 2019. |
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 April 30, 2020, and January 31, 2020. For the quarter ended April 30, 2020 there was $0 in accounts receivable and $0 for the year ended January 31, 2020. |
Cost of Goods Sold | The Company recognizes the direct cost of purchasing product for sale, including freight-in and packaging, as cost of goods sold in the accompanying statement of operations. |
Cost of Revenue | Cost of revenue includes: manufacturing and distribution costs for products sold and programs licensed; operating costs related to product support service centers and product distribution centers; costs incurred to include software on PCs sold by OEMs, 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; inventory valuation adjustments; 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. |
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. For cash management purposes, the company concentrates its cash holdings in an account at Bank of America. The Company had no cash equivalents as of April 30, 2020, or January 31, 2020. |
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 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 3 Months Ended |
Apr. 30, 2020 | |
Equity [Abstract] | |
Schedule of Stock Based Compensation | Name AP Balance Shares Issued FMV Stock Based Compensation Paul Rosenberg $ 104,987 130,128 $ 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 $ 195,315 246,317 $ 1,662,640 $ 1,467,325 |
Basic Income per Share before_2
Basic Income per Share before Non-Controlling Interest (Tables) | 3 Months Ended |
Apr. 30, 2020 | |
Basic Income Per Share Before Non-controlling Interest | |
Schedule of Basic Income Per Share | For the three months ended April 30, Basic and diluted (loss) per share: Income(Loss) per share from continuing operations $ (4.93) $ (0.01) Income(Loss) per share - discontinued $ (0.00) $ 0.00 Weighted average shares outstanding - basic 9,773,357 $ 5,460,000 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Discontinued Operations | 2020 2019 Other income(loss) $ (800) $ 9,383 Total income from discontinued operations $ (800) $ 9,383 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) | 3 Months Ended |
Apr. 30, 2020 | |
Date of Incorporation | Mar. 30, 2017 |
State of Incorporation | DE |
Haute Jobs | |
Date of Incorporation | May 10, 2018 |
State of Incorporation | WY |
Ownership | 100.00% |
Campaign Pigeon | |
Date of Incorporation | May 10, 2018 |
State of Incorporation | WY |
Ownership | 100.00% |
altCUBE | |
Date of Incorporation | Jun. 4, 2018 |
State of Incorporation | WY |
Ownership | 100.00% |
Date of Discontinued Operations | Jan. 11, 2019 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Jan. 31, 2020 | |
Accounting Policies [Abstract] | |||
Capitalized assets | $ 0 | $ 0 | |
Accounts receivable, net | 0 | $ 0 | |
Cash equivalents | 0 | 0 | |
Uncollected reserve | 0 | 0 | |
Loss on contingencies | 0 | $ 0 | |
FCID Limit, excess | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Jan. 31, 2020 | Jan. 30, 2020 | Apr. 30, 2017 | |
Shares Issued, conversions, amount | ||||
Due to Related Party | $ 311,176 | $ 304,072 | ||
Line of Credit | ||||
Date of Agreement | Nov. 1, 2016 | |||
Line of Credit, Capicity | $ 1,000,000 | $ 500,000 | ||
Line of Credit, Current | $ 218,257 | |||
Line of Credit, Interest Rate | 0.00% | |||
Interest Expense | $ 3,779 | |||
Line of Credit, Termination Date | Jan. 1, 2020 | |||
Line of Credit #2 | ||||
Date of Agreement | Jun. 14, 2018 | |||
Line of Credit, Capicity | $ 100,000 | |||
Line of Credit, Current | $ 92,920 | $ 85,815 | ||
Line of Credit, Interest Rate | 0.60% | |||
Interest Expense | $ 1,461 | |||
Line of Credit, Accured Interest | $ 9,875 | $ 8,412 | ||
Contract #3 | ||||
Date of Agreement | Apr. 17, 2020 | |||
Series B Preferred Stock, Shares Issued | 150,000 | |||
Series B Preferred Stock, Fair Market Value | $ 6,548,188 | |||
Share Issuance #9 | ||||
Shares Issued, conversions, shares | 130,128 | |||
Shares Issued, conversions, amount | $ 104,987 | |||
Related Party #1 | ||||
Due to Related Party | $ 7,601 |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Conversion of accounts payable to common stock | $ 195,316 | |
Stock Based Compensation | $ 48,153,295 | |
Common Stock, Conversion rate | $ .75 | |
#1 | ||
Conversion of accounts payable to common stock | $ 104,987 | |
Conversion of accounts payable, shares | 130,128 | |
Fair Market Value | $ 878,364 | |
Stock Based Compensation | 773,377 | |
#2 | ||
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 | |
#3 | ||
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 | |
#4 | ||
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 | ||
Conversion of accounts payable to common stock | $ 195,315 | |
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 ($) | Apr. 30, 2020 | Jan. 31, 2020 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 5,706,317 | 10,460,000 |
Common stock, shares outstanding | 5,706,317 | 10,460,000 |
Series A Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Series A Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Series A Preferred stock, shares issued | 150,000 | 0 |
Series A Preferred stock, shares outstanding | 150,000 | 0 |
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 | 0 |
Series B Preferred stock, shares outstanding | 650,000 | 0 |
Sale Of Preferred Stock #1 | ||
Series A Preferred stock, par value | $ 15 | |
Series A Preferred stock, shares issued | 150,000 | |
Series A Preferred stock, sale, FMV | $ 40,137,788 | |
Preferred Stock Issuance #1 | ||
Series B Preferred stock, par value | $ 15 | |
Series B Preferred stock, shares issued | 150,000 | |
Series B Preferred stock, sale, FMV | $ 6,548,188 |
Basic Income per Share before_3
Basic Income per Share before Non-Controlling Interest - Schedule of Basic Income Per Share (Details) - $ / shares | 3 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Earnings Per Share [Abstract] | ||
Income (Loss) per share | $ (4.93) | $ (0.01) |
Income (Loss) per share, discontinued | $ 0 | $ 0 |
Weighted average shares outstanding | 9,773,357 | 5,460,000 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Other income (expense) | $ (5,240) | |
Income from discontinued operations | (800) | 9,383 |
420Cloud | ||
Other income (expense) | (800) | 9,383 |
Income from discontinued operations | $ (800) | $ 9,383 |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants (Details) | 3 Months Ended |
Apr. 30, 2020$ / sharesshares | |
Notes to Financial Statements | |
Beginning Balance, Issued Warrants | shares | 3,000,000 |
Beginning Balance, Average Exercise Price | $ / shares | $ 1 |
Exercised, Warrants | shares | |
Exercised, Average Exercise Price | $ / shares | |
Granted, Warrants | shares | |
Granted, Average Exercise Price | $ / shares | |
Ending Balance, Issued Warrants | shares | 3,000,000 |
Ending Balance, Average Exercise Price | $ / shares | $ 1 |
Warrants (Details Narrative)
Warrants (Details Narrative) | 3 Months Ended |
Apr. 30, 2020$ / sharesshares | |
Warrants Issued | |
Warrant Issuance #1 | |
Date of Issuance | Nov. 1, 2017 |
Warrants Issued | 3,000,000 |
Exercise price | $ / shares | $ 1 |
Warrant Term | 5 years |
Warrant Description | The Holder shall not be entitled to exercise their Warrant when the number of shares exercised by the Warrant Holder would cause the Holder to exceed 4.99% of the total outstanding common stock. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Sale Of Asset | 3 Months Ended |
Jul. 31, 2020USD ($) | |
Date of Agreement | May 13, 2020 |
Purchase Price | $ 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. Subsequently, the Company paid off and cancelled the MCIG Line of Credit. |
Line of Credit, Current | $ (218,257) |