Document and Entity Information
Document and Entity Information | 3 Months Ended |
Apr. 30, 2019shares | |
Details | |
Registrant Name | STWC. Holdings, Inc. |
Registrant CIK | 0001400683 |
SEC Form | 10-Q |
Period End date | Apr. 30, 2019 |
Fiscal Year End | --01-31 |
Tax Identification Number (TIN) | 20-8980078 |
Number of common stock shares outstanding | 34,220,089 |
Filer Category | Non-accelerated Filer |
Current with reporting | Yes |
Interactive Data Current | Yes |
Shell Company | false |
Small Business | true |
Emerging Growth Company | true |
Ex Transition Period | false |
Amendment Flag | false |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | Q1 |
Document Quarterly Report | true |
Document Transition Report | false |
Entity File Number | 000-52825 |
Entity Incorporation, State or Country Code | CO |
Entity Address, Address Line One | 1350 Independence St., Suite 300 |
Entity Address, City or Town | Lakewood |
Entity Address, State or Province | CO |
Entity Address, Postal Zip Code | 80215 |
Entity Address, Address Description | Address of principal executive offices |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Apr. 30, 2019 | Jan. 31, 2019 |
Current assets: | ||
Cash | $ 49,735 | $ 2,965 |
Accounts Receivable, net | 56,517 | 56,459 |
Inventory | 40,810 | 29,786 |
Prepaid expenses and other assets | 15,470 | 19,675 |
Total current assets | 162,532 | 108,885 |
Property and equipment, net | 11,267 | 2,767 |
Intangible assets, net | 9,119 | 9,452 |
Right-of-use asset | 139,955 | 0 |
Notes receivable, related party | 493,520 | 452,709 |
Equity method investment in unconsolidated subsidiary | (22,667) | 0 |
Total assets | 793,726 | 573,813 |
Current liabilities: | ||
Accounts payable | 423,062 | 447,626 |
Accrued expenses | 496,121 | 437,388 |
Accrued expenses, related party | 316,747 | 218,165 |
Restricted cash held for related parties | 91,001 | 0 |
Loan to related party | 29,349 | 32,021 |
Deferred revenue | 192,500 | 192,500 |
Lease liability | 56,091 | 0 |
Notes payable, current, net of discount | 472,951 | 274,282 |
Total current liabilities | 2,077,822 | 1,601,982 |
Lease liability | 84,136 | 0 |
Long-term loan from related party | 48,240 | 48,240 |
Long-term notes payable | 123,240 | 125,000 |
Total liabilities | 2,333,438 | 1,775,222 |
Stockholders' deficit | ||
Common Stock, Value, Issued | 0 | 0 |
Additional Paid in Capital | 7,331,880 | 7,238,699 |
Retained deficit | (8,871,592) | (8,440,108) |
Total stockholders' deficit | (1,539,712) | (1,201,409) |
Total liabilities and stockholders' deficit | $ 793,726 | $ 573,813 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - Parenthetical - $ / shares | Apr. 30, 2019 | Jan. 31, 2019 |
Details | ||
Common Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 33,872,589 | 33,792,589 |
Common Stock, Shares, Outstanding | 33,872,589 | 33,792,589 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Details | ||
Consulting services | $ 20,545 | $ 43,813 |
Product sales | 9,822 | 0 |
Cost of consulting services | (11,467) | (10,000) |
Gross profit | 18,900 | 33,813 |
Operating costs and expenses | ||
Rents and other occupancy | 17,963 | 12,516 |
Compensation | 162,892 | 146,204 |
Professional, legal and consulting | 114,977 | 49,896 |
General and administrative | 60,960 | 52,511 |
Depreciation and amortization | 584 | 435 |
Total operating costs and expenses | 357,376 | 261,562 |
Other income (expense) | ||
Interest expense | (67,602) | (612) |
Impairment on investment | (2,739) | 0 |
Loss on investment in affiliate | (22,667) | 0 |
Total other income (expense) | (93,008) | (612) |
Loss from operations, before provision for taxes on income | (431,484) | (228,361) |
Provision for taxes on income | 0 | 0 |
Net income/(loss) | $ (431,484) | $ (228,361) |
Basic earnings and fully diluted income (loss) per common share | ||
Continuing operations | $ (0.01) | $ (0.01) |
Basic and fully diluted weighted average number of shares outstanding | 29,275,708 | 27,140,550 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICT) (Unaudited) | USD ($)shares |
Equity balance, start of period at Jan. 31, 2018 | $ 5,325,684 |
Details | |
Common stock issued | $ 0 |
Warrants granted | shares | 0 |
Stock-based compensation | $ 0 |
Retained earnings, Start of period at Jan. 31, 2018 | (6,164,832) |
Details | |
Net income/(loss) | (228,361) |
Retained earnings, End of period at Apr. 30, 2018 | (6,393,193) |
Equity balance, end of period at Apr. 30, 2018 | 5,325,684 |
Total Stockholders' Equity (Deficit) Balance, end of period at Apr. 30, 2018 | (1,067,509) |
Equity balance, start of period at Jan. 31, 2019 | 7,238,699 |
Details | |
Common stock issued | $ 41,353 |
Warrants granted | shares | 38,647 |
Stock-based compensation | $ 13,181 |
Retained earnings, Start of period at Jan. 31, 2019 | (8,440,108) |
Details | |
Net income/(loss) | (431,484) |
Retained earnings, End of period at Apr. 30, 2019 | (8,871,592) |
Equity balance, end of period at Apr. 30, 2019 | 7,331,880 |
Total Stockholders' Equity (Deficit) Balance, end of period at Apr. 30, 2019 | $ (1,539,712) |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Cash flows from operating activities: | ||
Net Loss | $ (431,484) | $ (228,361) |
Depreciation and amortization | 584 | 435 |
Accretion of debt discount | 40,909 | 0 |
Loss on equity investment in unconsolidated subsidiary | 22,667 | 0 |
Stock based compensation | 13,181 | 0 |
Changes in assets and liabilities | ||
Accounts receivable | (58) | 5,000 |
Inventory | (11,024) | (17,377) |
Right-of-use asset | 272 | 0 |
Notes receivable, related party | (128,350) | (10,000) |
Prepaid expenses and other assets | 4,205 | (6,158) |
Accounts payable | 66,517 | 85,440 |
Accrued expenses | 58,733 | 81,231 |
Deferred revenue | 0 | 53,687 |
Net cash flow used in operating activities | (363,848) | (36,103) |
Cash flows from investing activities: | ||
Purchase of fixed assets | (8,751) | 0 |
Net cash flow used in investing activities | (8,751) | 0 |
Cash flows from financing activities: | ||
Proceeds from issuance of stock | 80,000 | 0 |
Proceeds from debt | 150,000 | 0 |
Proceeds from related party loans | 14,369 | 8,765 |
Proceeds from related party loans, restricted cash | 175,000 | 0 |
Net cash flows from financing activities | 419,369 | 8,765 |
Net cash flows | 46,770 | (27,338) |
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 2,965 | 27,925 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 49,735 | 587 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 223 | 513 |
Cash paid for income taxes | $ 0 | $ 0 |
Note 1 - Organization
Note 1 - Organization | 3 Months Ended |
Apr. 30, 2019 | |
Notes | |
Note 1 - Organization | Note 1 Organization STWC HOLDINGS, INC., through its wholly-owned subsidiary, Strainwise, Inc., (identified in these footnotes as STWC we us or the Company) provides branding marketing, administrative, accounting, financial and compliance services (Fulfillment Services) to entities in the cannabis retail and production industry. The Company originally incorporated in the State of Utah on April 25, 2007, and redomiciled to Colorado by merging into a Colorado corporation incorporated on June 7, 2016. Strainwise, Inc., a wholly owned subsidiary of the Company, was originally incorporated in the state of Colorado as a limited liability company on June 8, 2012, and subsequently converted to a Colorado corporation on January 16, 2014. On December 13, 2018, the Company invested in Meridian A, LLC which owns a CBD retail store located in Oklahoma. The companys Chief executive officer is the managing member of the entity and STWC Holdings, Inc. owns 75% of the legal entity. In accordance with Accounting Standards Codification 810 Consolidation |
Note 2 - Summary of significant
Note 2 - Summary of significant accounting policies | 3 Months Ended |
Apr. 30, 2019 | |
Notes | |
Note 2 - Summary of significant accounting policies | Note 2 Summary of significant accounting policies Basis of presentation Unaudited Interim Financial Statements Going Concern and Managements Plan Our ability to continue as a going concern and raise capital for specific strategic initiatives could also depend on obtaining adequate capital to fund operating losses until it becomes profitable. We can give no assurances that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs, or that any such financing will be obtainable on acceptable terms. Use of estimates Cash and cash equivalents Prepaid expenses and other assets Tenant improvements and office equipment Tenant improvements and office equipment, net of accumulated amortization and depreciation are comprised of the following: April 30, 2019 January 31, 2019 Leasehold improvements $ 10,951 $ 2,200 Office equipment, furniture and fixtures 26,276 26,276 37,227 28,476 Accumulated amortization and depreciation (25,960) (25,709) $ 11,267 $ 2,767 Tenant improvements are amortized over the term of the lease, and office equipment is depreciated over its useful lives, which has been deemed by management to be three years. Amortization and depreciation expense related to tenant improvements and office equipment for the periods ended April 30, 2019 and 2018 was $251 and $252, respectively. Investment in Unconsolidated Entity Long-Lived Assets Trademarks Trademarks April 30, 2019 January 31, 2019 Gross carrying amount $ 13,260 $ 13,260 Accumulated amortization 4,141 3,808 Net intangible assets $ 9,119 $ 9,452 Comprehensive Income (Loss) Net income per share of common stock Earnings per Share Revenue Recognition Effective February 1, 2018, the Company adopted ASC 606 Revenue from Contracts with Customers using the modified retrospective method. There was no adjustment required upon transition. Under ASC 606, the Company recognizes revenue applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. Consulting Services We generate revenues from professional services consulting agreements. These arrangements are generally entered into: (1) on an hourly basis for an hourly fee; or, (2) on a fixed fee basis; or (3) a monthly fee basis. Generally, we require a complete or partial prepayment or retainer prior to performing services for hourly or fixed fee contracts. For hourly based service contracts, we recognize revenue over time as services are performed and customers simultaneously consume such services. Any advances or retainers received from clients for hourly services are reflected in the Deferred revenue liability account until we recognize revenues as we incur and charge billable hours. Our fixed fee basis engagements are recognized at a point in time. Generally, our fixed fee arrangements are for completion of a final deliverable or act which is significant to the arrangement as a whole. Although fees are typically collected in advance and the services provided have no alternative use to the Company, there is not a specific enforceable right to payment for the cost of services provided plus a reasonable profit margin. Accordingly, advances received at contract inception are reflected in the Deferred revenue liability account until the end of the contract when revenue is recognized and the customer takes control of the deliverable. These engagements do not generally exceed a one-year term. Revenue recognition is affected by a number of factors that change the estimated amount of work required to complete the deliverable, such as changes in scope, timing, awaiting notification of license award from local government, and the level of client involvement. Losses, if any, on fixed-fee engagements are recognized in the period in which the loss first becomes probable and reasonably estimable. During the year ended January 31, 2019 we refunded approximately $26,251 of advances or retainers from fixed fee and hourly engagements that terminated prior to completion. We believe if an engagement terminates prior to completion, we can recover the costs incurred related to the services provided. Certain of our fixed fee contracts assisting customers with license applications include a success fee which is earned if the customer is awarded a license. We exclude such variable consideration from the transaction price and recognize the revenue when and if the license is awarded as the uncertainty of the application process creates a probability of significant revenue reversal. Our monthly fee arrangements are billed on a monthly basis in arrears for a variety of services and are recognized over time as the customers simultaneously consume such services. The revenue by contract type for the periods ending April 30, 2019 and 2018 are listed in the table below: 2019 2018 Hourly fee contracts $ - $ - Fixed fee contracts 19,500 42,500 Monthly fee contracts 1,045 1,313 $ 20,545 $ 43,813 Deferred revenue as of April 30, 2019 and January 31, 2019 was $192,500. The Company is unable to determine timing for revenue recognition at this time for its deferred revenue due to state regulation changes. Product Sales Revenue from product sales, including delivery fees, is recognized when an order has been obtained from the customer, the price is fixed and determinable when the order is placed, the product is shipped, title has transferred and collectability is reasonably assured. Given the facts that (1) our customers exercise discretion in determining the timing of when they place their product order; and, (2) the price negotiated in our product sales contracts is fixed and determinable at the time the customer places the order, we are not of the opinion that our product sales indicate or involve any significant financing that would materially change the amount of revenue recognized under the contract, or would otherwise contain a significant financing component for us or the customer under FASB ASC Topic 606. Reclassifications- Certain account reclassifications have been made to prior period balances to reflect the current periods presentation format; such reclassifications had no impact on the Companys consolidated statements of operations or consolidated statements of cash flows and had no material impact on the Companys consolidated balance sheets. Stock-Based Compensation Significant assumptions utilized in determining the fair value of our stock options included the volatility rate, estimated term of the options, risk-free interest rate and forfeiture rate. The term of the options was assumed to be five years. The risk-free interest rate was determined utilizing the treasury rate with a maturity equal to the estimated term of the option grant. Finally, management assumed a 0% forfeiture rate in fiscal year 2018. Non-employee share-based compensation charges generally are immediately vested and have no future performance requirements by the non-employee and the total share-based compensation charge is recorded in the period of the measurement date. Recently Issued Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Companys financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and ensure that there are proper controls in place to ascertain that the Companys financial statements properly reflect the change. New pronouncements assessed by the Company recently are discussed below: In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases In July 2016, the FASB issued ASU No. 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the Financial Accounting Standards Board (FASB) issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement. |
Note 3 - Going concern
Note 3 - Going concern | 3 Months Ended |
Apr. 30, 2019 | |
Notes | |
Note 3 - Going concern | Note 3 Going concern: The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Since inception, we have not achieved profitable operations, and have cumulative losses through April 30, 2019 of $8.9 million. The Companys losses to date raise substantial doubt about the Companys ability to continue as a going concern. The Companys ability to continue as a going concern is dependent upon the Companys achieving a sustainable level of profitability. The Company intends to continue financing its future development activities and its working capital needs largely from the private sale of the Companys securities, with additional funding from other traditional financing sources, including convertible term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. However, the financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilitie |
Note 4 - Fair value of financia
Note 4 - Fair value of financial instruments | 3 Months Ended |
Apr. 30, 2019 | |
Notes | |
Note 4 - Fair value of financial instruments | Note 4 Fair value of financial instruments The carrying amounts of cash and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of our foreign exchange, commodity price or interest rate market risks. The FASB Codification clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Note 5 - Commitments and contin
Note 5 - Commitments and contingencies | 3 Months Ended |
Apr. 30, 2019 | |
Notes | |
Note 5 - Commitments and contingencies | Note 5 Commitments and contingencies The Company entered into a right-of-use operating lease agreement with an affiliate for the Companys corporate office needs, consisting of 4,000 square feet of office space. The lease is for a 4-year period ending October 31, 2021. This lease to the Company is on the same terms and conditions as is the direct lease between the affiliate and the independent lessor. The office space lease includes in-substance fixed lease payments, and does not provide an implicit rate, the remaining lease term for the office space is 30 months. As of April 30, 2019, maturities of the lease liability are as follows: For the Fiscal Year Ending January 31, 2020 41,227 2021 56,250 2022 42,750 Thereafter Total minimum lease payments $ 140,227 During the periods ended April 30, 2019 and 2018, rent expense was $17,963 and $12,516, respectively. |
Note 6 - Note Receivable
Note 6 - Note Receivable | 3 Months Ended |
Apr. 30, 2019 | |
Notes | |
Note 6 - Note Receivable | Note 6 Notes Receivable The Company has management and licensing agreements with a private entity in Puerto Rico 39% owned by the Companys CEO, Erin Phillips, to operate four dispensaries and one cultivation operation in Puerto Rico. In conjunction with these agreements, the Company as begun providing funds to operate the Puerto Rico operations, which will be evidenced by a promissory note. The terms have not been finalized on this note and currently there is no specified terms to the agreement. Through April 30, 2019 the Company has advanced $280,607 related to the note. The Company has management and licensing agreements with two private entities in Oklahoma. STWC has a 25% ownership in 2600 Meridian LLC, and an option to acquire 25% interest in HWH Farms, LLC. In conjunction with these agreements, the Company has begun providing funds for start-up and development costs, which will be evidenced by a promissory note. The terms have not been finalized on these notes and currently there is no specified terms to the agreement. Through April 30, 2019 the Company has advanced $55,110 to 2600 Meridian, LLC and $157,802 to HWH Farms, LLC related to the notes. |
Note 7 - Related Party
Note 7 - Related Party | 3 Months Ended |
Apr. 30, 2019 | |
Notes | |
Note 7 - Related Party | Note 7 Related Party The Company has entered into separate management and licensing contracts with STWC Sorrento Valley, LLC which is partially owned by the Company's CEO, Erin Phillips. Ms. Phillips owns 27.5% of the STWC Sorrento Valley, LLC. Ms. Phillips allocated $200,000 of the Green Acres note to fund the related project in California as directed by the note agreement which reduced the liability to Ms. Phillips for loan advances received as of April 30, 2019. The Company manages its cash flow by utilizing related party loans. During the period ended April 30, 2019 and 2018 the company borrowed $14,369 and $8,765 , respectively, from related parties to fund operations. The loans do no t carry any interest. The Company converted an accrued expense with a related party to a note payable in the amount of $60,300. The note has a maturity of May 2020 , $48,240 is reflected in Long-term loan to related party on the balance sheet. As of April 30, 2019, and 2018, the Company reflected current loans payable to related parties of $29,349 and $32,021 , respectively. The Company received $125,000 for the benefit of the Puerto Rico entities and is disbursing these funds to operate the Puerto Rico operations, the balance as of April 30, 2019 was $65,499. In addition, the Company received $50,000 for the benefit of 2600 Meridian LLC, the funds have been used to cover start-up and development costs, the balance as of April 30, 2019 was $25,502. The funds held for related party entities is held in restricted cash liabilities on the balance sheet. |
Note 8 - Notes Payable
Note 8 - Notes Payable | 3 Months Ended |
Apr. 30, 2019 | |
Notes | |
Note 8 - Notes Payable | Note 8 Notes Payable Note purchase and security agreement to purchase Convertible Promissory Notes of the Company in the aggregate principal amount of $225,000, funded in three tranches, (i) $100,000.00 (the "First Note"), (ii) $67,000.00 (the "Second Note"), and (iii) the balance of $58,000.00 (the "Third Note"). The Notes bear 12% interest per annum, with the last payment under the Notes due December 15, 2020. The Notes are secured by all assets of the Company and guarantees from Shawn and Erin Phillips. The Notes are convertible into common stock of the Company. The conversion price will be equal to the lower of (i) $0.15 cents per share (ii) or the average of the closing bid price of the Company's common stock taken over the three trading days prior to conversion or (iii) upon any issuance by the Company of common stock, or a security that is convertible into common stock, at a price lower than a net receipt to the Company of $0.15 per share, at such price that shall be at the same discount ratio as on the Funding Date. The conversion price of the Notes will be further subject to proportional adjustment for stock splits, reverse stock splits or combinations of shares, stock dividends, and the like. There are penalties for failure to timely deliver conversion shares. The company recognized a beneficial conversion feature on the notes as a discount and additional paid in capital of $225,000. The company has recognized $40,909 in interest expense for the amortization of the debt discount for the period ending April 30, 2019. In connection with the funding agreement, the Company agreed to form and organize a subsidiary. The Company and lender are in discussions regarding the assets to be held in the subsidiary, nothing has been finalized as of the issuance date. Loan Agreement Secured Promissory Note Securities Purchase Agreement On February 13, 2019 , the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. pursuant to which Power Up agreed to purchase a convertible promissory note in the face amount of $103,000 . On February 15, 2019 , the Company issued the Note . The Note matures on February 13, 2020 , and bears interest at 12% per annum, increasing to 22% after maturity. On March 18, 2019, the Company entered into the second tranche of the potential $1,000,000 funding with Power Up. The Company entered into a second Securities Purchase Agreement pursuant to which Power Up agreed to purchase a convertible promissory note in the face amount of $53,000. On March 18, 2019, the Company issued the Note. The Note matures on March 18, 2020, and bears interest at 12% per annum, increasing to 22% after maturity. Under the Note, Power Up may convert all or a portion of the outstanding principal of the Note into shares of common stock of the Company beginning on the date which is 180 days from the date of the Note, at a price equal to 61% of the lowest trading price during the 20 trading day period ending on the last complete trading date prior to the date of conversion; provided, however, that Power Up may not convert the Note to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Companys issued and outstanding Common Stock. If the Company prepays the Note within 30 days of the date of the Note, the Company must pay all of the principal at a cash redemption premium of 110%; if the prepayment is made between the 31 st th st th st th st th st th th The Company is required to reserve for issuance upon conversion of the Note, six times the number of shares that would be issuable upon full conversion of the Note, assuming the 4.99% limitation were not in effect. In connection with the Note, the Company has caused its transfer agent to reserve initially 1,494,276 shares of Common Stock. The Company received a net amount of $150,000, with $6,000 paid for Power Ups legal and due diligence expenses. |
Note 9 - Stockholders Equity
Note 9 - Stockholders Equity | 3 Months Ended |
Apr. 30, 2019 | |
Notes | |
Note 9 - Stockholders Equity | Note 9 Stockholders Equity Common Stock On February 4, 2019, the Company initiated a private equity offering to accredited investors (the "Offering") in accordance with Regulation D under the Securities Act of 1933 ("Securities Act"). The Offering consisted of 2,000,000 units with each unit consisting of one share of the Company's Common Stock and a warrant to purchase an additional share of common for $2.00 at any time prior to January 31, 2022. During the three months ended April 30, 2019, 80,000 units were sold at a price per unit of $1.00, for offering proceeds of $80,000. The company allocated proceeds at the estimated fair value of the common shares and warrants for value of $41,353 and $38,647, respectively. Warrants Number of Warrants Exercise Price Wtgd Avg Calculation Wtgd Avg Remining Life Balance at 1/31/2018 2,224,700 $ 5.00 $ 11,123,500 1.00 Granted 2,000,000 0.16 $ 322,000 Exercised (311,000) 0.16 $ (49,650) Cancelled (2,013,700) 5.00 $ (11,091,850) Balance at 1/31/2019 1,900,000 $ 0.16 $ 304,000 1.71 Granted 80,000 2.00 $ 160,000 Exercised - - - Cancelled - - - Balance at 4/30/19 1,980,000 $ 0.23 $ 464,000 1.52 Stock Options The Company has 250,000 stock options outstanding at April 30, 2019 and recognized $13,180 in stock compensation expense for the period ended April 30, 2019. The Company has $184,538 in unrecognized stock compensation expense. The Company accounts for unit-based compensation using the Black-Scholes model to estimate the fair value of unit-based awards at the date of grant. The Black-Scholes model requires the use of highly subjective assumptions, including value of the enterprise, expected life, expected volatility, and expected risk-free rate of return. Other reasonable assumptions could provide differing results. The Company amortizes the fair value of stock options on a ratable basis over the requisite service periods, which are generally the vesting periods. The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, expected time to a liquidity event, exercise patterns, and post-vesting forfeitures. The Company estimates volatility based on the historical volatility of comparable companys common stock over the most recent period corresponding with the estimated expected life of the award. The Company bases the risk-free interest rate used in the Black-Scholes model on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent term equal to the expected life of the award. The Company uses historical data to estimate pre-vesting option forfeitures and record unit-based compensation for those awards that are expected to vest. The Company adjusts unit-based compensation for changes to the estimate of expected equity award forfeitures based on actual forfeiture experience. The effect of adjusting the forfeiture rate is recognized in the period the forfeiture estimate is changed. The assumptions used in the fair value calculations are as follows for the period ended April 30, 2019: Expected term (years) 5 Risk-free interest rate 2.73% Volatility 218% Expected dividend yield 0.00% |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 3 Months Ended |
Apr. 30, 2019 | |
Notes | |
Note 10 - Subsequent Events | Note 10 Subsequent Events GAAP requires an entity to disclose events that occur after the balance sheet date but before financial statements are issued or are available to be issued (subsequent events) as well as the date through which an entity has evaluated subsequent events. There are two types of subsequent events. The first type consists of events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, (recognized subsequent events). The second type consists of events that provide evidence about conditions that did not exist at the date of the balance sheet but arose subsequent to that date (non-recognized subsequent events). On May 1, 2019 we received funds from Crown Bridge Partners, LLC ("Crown Bridge") under a Securities Purchase Agreement dated April 18, 2019 (the SPA). Under the terms of the SPA, we received a total of $95,000, after an original issue discount of $5,000, and issued a convertible promissory note dated April 18, 2019, in the principal amount of $100,000 (the " Note"). In addition, we reimbursed Crown Bridge $2,000 for its legal fees. We also issued warrants to purchase 60,606 shares of our common stock (the Warrant) associated with this transaction. The maturity date of the Note is 12 months from April 18, 2019. The Note bears interest at 12% per annum at its face amount, with a default rate of 15% per annum (or the maximum amount permitted by law). If we prepay the Note through the 180 th th Crown Bridge may, at any time, convert all or any part of the outstanding principal of the Note into shares of our common stock at a price per share equal to 60% (representing a 40% discount rate) of the lowest trading price of the common stock during the 20 trading day period ending on the last complete trading day prior to the date of conversion. If the conversion price is equal to or lower than $0.35 per share, an additional 15% discount will be applied (resulting in a 55% discount rate, assuming no other adjustments); if we are unable to deliver converted shares via DWAC, an additional 10% discount will be applied (resulting in a discount rate of 50%, assuming no other adjustments); if we fail to comply with our reporting requirements under the Exchange Act, an additional 15% discount will be applied (resulting in a discount rate of 55%, assuming no other adjustments); and if we fail to maintain our status as "DTC Eligible" or if at any time the conversion price is lower than $0.10, an additional 10% discount will be applied (resulting in a discount of 65%, assuming no other adjustments except for the 15% discount due to the conversion price below $0.35). Crown Bridge may not convert the Note to the extent that such conversion would result in beneficial ownership by Crown Bridge and its affiliates of more than 4.99% of our issued and outstanding common stock. We have also granted piggy-back registration rights for the shares issuable upon conversion of the Note. The Note contains certain representations, warranties, covenants (both affirmative and negative), and events of default, including if our common stock is suspended or delisted for trading, or if we are delinquent in our periodic report filings with the SEC. In the event of a default, at the option of Crown Bridge, it may consider the Note immediately due and payable and the amount of repayment increases to 150% of the outstanding balance of the Note. The Note also grants Crown Bridge a right of first refusal for any future capital raises or financings by us. It also contains a most favored nations provision for any more favorable terms in future financing transactions by us. The Warrant may be exercised at any time through the second anniversary date of the Note. The exercise price per share of common stock under the Warrant is $1.65 per share, subject to adjustment, including cashless exercise. The Warrant also contains a most favored nations provision. |
Note 2 - Summary of significa_2
Note 2 - Summary of significant accounting policies: Basis of Presentation (Policies) | 3 Months Ended |
Apr. 30, 2019 | |
Policies | |
Basis of Presentation | Basis of presentation Unaudited Interim Financial Statements |
Note 2 - Summary of significa_3
Note 2 - Summary of significant accounting policies: Going Concern (Policies) | 3 Months Ended |
Apr. 30, 2019 | |
Policies | |
Going Concern | Going Concern and Managements Plan Our ability to continue as a going concern and raise capital for specific strategic initiatives could also depend on obtaining adequate capital to fund operating losses until it becomes profitable. We can give no assurances that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs, or that any such financing will be obtainable on acceptable terms. |
Note 2 - Summary of significa_4
Note 2 - Summary of significant accounting policies: Use of estimates (Policies) | 3 Months Ended |
Apr. 30, 2019 | |
Policies | |
Use of estimates | Use of estimates |
Note 2 - Summary of significa_5
Note 2 - Summary of significant accounting policies: Cash and cash equivalents (Policies) | 3 Months Ended |
Apr. 30, 2019 | |
Policies | |
Cash and cash equivalents | Cash and cash equivalents |
Note 2 - Summary of significa_6
Note 2 - Summary of significant accounting policies: Prepaid expenses and other assets (Policies) | 3 Months Ended |
Apr. 30, 2019 | |
Policies | |
Prepaid expenses and other assets | Prepaid expenses and other assets |
Note 2 - Summary of significa_7
Note 2 - Summary of significant accounting policies: Tenant improvements and office equipment (Policies) | 3 Months Ended |
Apr. 30, 2019 | |
Policies | |
Tenant improvements and office equipment | Tenant improvements and office equipment Tenant improvements and office equipment, net of accumulated amortization and depreciation are comprised of the following: April 30, 2019 January 31, 2019 Leasehold improvements $ 10,951 $ 2,200 Office equipment, furniture and fixtures 26,276 26,276 37,227 28,476 Accumulated amortization and depreciation (25,960) (25,709) $ 11,267 $ 2,767 Tenant improvements are amortized over the term of the lease, and office equipment is depreciated over its useful lives, which has been deemed by management to be three years. Amortization and depreciation expense related to tenant improvements and office equipment for the periods ended April 30, 2019 and 2018 was $251 and $252, respectively. |
Note 2 - Summary of significa_8
Note 2 - Summary of significant accounting policies: Investment in Unconsolidated Entity (Policies) | 3 Months Ended |
Apr. 30, 2019 | |
Policies | |
Investment in Unconsolidated Entity | Investment in Unconsolidated Entity |
Note 2 - Summary of significa_9
Note 2 - Summary of significant accounting policies: Long-Lived Assets (Policies) | 3 Months Ended |
Apr. 30, 2019 | |
Policies | |
Long-Lived Assets | Long-Lived Assets |
Note 2 - Summary of signific_10
Note 2 - Summary of significant accounting policies: Trademarks (Policies) | 3 Months Ended |
Apr. 30, 2019 | |
Policies | |
Trademarks | Trademarks Trademarks April 30, 2019 January 31, 2019 Gross carrying amount $ 13,260 $ 13,260 Accumulated amortization 4,141 3,808 Net intangible assets $ 9,119 $ 9,452 |
Note 2 - Summary of signific_11
Note 2 - Summary of significant accounting policies: Comprehensive Income (Loss) (Policies) | 3 Months Ended |
Apr. 30, 2019 | |
Policies | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) |
Note 2 - Summary of signific_12
Note 2 - Summary of significant accounting policies: Net income per share of common stock (Policies) | 3 Months Ended |
Apr. 30, 2019 | |
Policies | |
Net income per share of common stock | Net income per share of common stock Earnings per Share |
Note 2 - Summary of signific_13
Note 2 - Summary of significant accounting policies: Revenue Recognition (Policies) | 3 Months Ended |
Apr. 30, 2019 | |
Policies | |
Revenue Recognition | Revenue Recognition Effective February 1, 2018, the Company adopted ASC 606 Revenue from Contracts with Customers using the modified retrospective method. There was no adjustment required upon transition. Under ASC 606, the Company recognizes revenue applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. Consulting Services We generate revenues from professional services consulting agreements. These arrangements are generally entered into: (1) on an hourly basis for an hourly fee; or, (2) on a fixed fee basis; or (3) a monthly fee basis. Generally, we require a complete or partial prepayment or retainer prior to performing services for hourly or fixed fee contracts. For hourly based service contracts, we recognize revenue over time as services are performed and customers simultaneously consume such services. Any advances or retainers received from clients for hourly services are reflected in the Deferred revenue liability account until we recognize revenues as we incur and charge billable hours. Our fixed fee basis engagements are recognized at a point in time. Generally, our fixed fee arrangements are for completion of a final deliverable or act which is significant to the arrangement as a whole. Although fees are typically collected in advance and the services provided have no alternative use to the Company, there is not a specific enforceable right to payment for the cost of services provided plus a reasonable profit margin. Accordingly, advances received at contract inception are reflected in the Deferred revenue liability account until the end of the contract when revenue is recognized and the customer takes control of the deliverable. These engagements do not generally exceed a one-year term. Revenue recognition is affected by a number of factors that change the estimated amount of work required to complete the deliverable, such as changes in scope, timing, awaiting notification of license award from local government, and the level of client involvement. Losses, if any, on fixed-fee engagements are recognized in the period in which the loss first becomes probable and reasonably estimable. During the year ended January 31, 2019 we refunded approximately $26,251 of advances or retainers from fixed fee and hourly engagements that terminated prior to completion. We believe if an engagement terminates prior to completion, we can recover the costs incurred related to the services provided. Certain of our fixed fee contracts assisting customers with license applications include a success fee which is earned if the customer is awarded a license. We exclude such variable consideration from the transaction price and recognize the revenue when and if the license is awarded as the uncertainty of the application process creates a probability of significant revenue reversal. Our monthly fee arrangements are billed on a monthly basis in arrears for a variety of services and are recognized over time as the customers simultaneously consume such services. The revenue by contract type for the periods ending April 30, 2019 and 2018 are listed in the table below: 2019 2018 Hourly fee contracts $ - $ - Fixed fee contracts 19,500 42,500 Monthly fee contracts 1,045 1,313 $ 20,545 $ 43,813 Deferred revenue as of April 30, 2019 and January 31, 2019 was $192,500. The Company is unable to determine timing for revenue recognition at this time for its deferred revenue due to state regulation changes. Product Sales Revenue from product sales, including delivery fees, is recognized when an order has been obtained from the customer, the price is fixed and determinable when the order is placed, the product is shipped, title has transferred and collectability is reasonably assured. Given the facts that (1) our customers exercise discretion in determining the timing of when they place their product order; and, (2) the price negotiated in our product sales contracts is fixed and determinable at the time the customer places the order, we are not of the opinion that our product sales indicate or involve any significant financing that would materially change the amount of revenue recognized under the contract, or would otherwise contain a significant financing component for us or the customer under FASB ASC Topic 606. |
Note 2 - Summary of signific_14
Note 2 - Summary of significant accounting policies: Reclassifications (Policies) | 3 Months Ended |
Apr. 30, 2019 | |
Policies | |
Reclassifications | Reclassifications- Certain account reclassifications have been made to prior period balances to reflect the current periods presentation format; such reclassifications had no impact on the Companys consolidated statements of operations or consolidated statements of cash flows and had no material impact on the Companys consolidated balance sheets. |
Note 2 - Summary of signific_15
Note 2 - Summary of significant accounting policies: Stock-Based Compensation (Policies) | 3 Months Ended |
Apr. 30, 2019 | |
Policies | |
Stock-Based Compensation | Stock-Based Compensation Significant assumptions utilized in determining the fair value of our stock options included the volatility rate, estimated term of the options, risk-free interest rate and forfeiture rate. The term of the options was assumed to be five years. The risk-free interest rate was determined utilizing the treasury rate with a maturity equal to the estimated term of the option grant. Finally, management assumed a 0% forfeiture rate in fiscal year 2018. Non-employee share-based compensation charges generally are immediately vested and have no future performance requirements by the non-employee and the total share-based compensation charge is recorded in the period of the measurement date. |
Note 2 - Summary of signific_16
Note 2 - Summary of significant accounting policies: Recently Issued Accounting Pronouncements (Policies) | 3 Months Ended |
Apr. 30, 2019 | |
Policies | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Companys financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and ensure that there are proper controls in place to ascertain that the Companys financial statements properly reflect the change. New pronouncements assessed by the Company recently are discussed below: In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases In July 2016, the FASB issued ASU No. 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the Financial Accounting Standards Board (FASB) issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement. |
Note 10 - Subsequent Events_ Su
Note 10 - Subsequent Events: Subsequent Events, Policy (Policies) | 3 Months Ended |
Apr. 30, 2019 | |
Policies | |
Subsequent Events, Policy | GAAP requires an entity to disclose events that occur after the balance sheet date but before financial statements are issued or are available to be issued (subsequent events) as well as the date through which an entity has evaluated subsequent events. There are two types of subsequent events. The first type consists of events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, (recognized subsequent events). The second type consists of events that provide evidence about conditions that did not exist at the date of the balance sheet but arose subsequent to that date (non-recognized subsequent events). |
Note 2 - Summary of signific_17
Note 2 - Summary of significant accounting policies: Tenant improvements and office equipment: Schedule of Tenant Improvements and Office Equipment (Tables) | 3 Months Ended |
Apr. 30, 2019 | |
Tables/Schedules | |
Schedule of Tenant Improvements and Office Equipment | April 30, 2019 January 31, 2019 Leasehold improvements $ 10,951 $ 2,200 Office equipment, furniture and fixtures 26,276 26,276 37,227 28,476 Accumulated amortization and depreciation (25,960) (25,709) $ 11,267 $ 2,767 |
Note 2 - Summary of signific_18
Note 2 - Summary of significant accounting policies: Trademarks: Schedule of Trademarks and other intangible assets (Tables) | 3 Months Ended |
Apr. 30, 2019 | |
Tables/Schedules | |
Schedule of Trademarks and other intangible assets | Trademarks April 30, 2019 January 31, 2019 Gross carrying amount $ 13,260 $ 13,260 Accumulated amortization 4,141 3,808 Net intangible assets $ 9,119 $ 9,452 |
Note 2 - Summary of signific_19
Note 2 - Summary of significant accounting policies: Revenue Recognition: Schedule of revenue by contract type (Tables) | 3 Months Ended |
Apr. 30, 2019 | |
Tables/Schedules | |
Schedule of revenue by contract type | 2019 2018 Hourly fee contracts $ - $ - Fixed fee contracts 19,500 42,500 Monthly fee contracts 1,045 1,313 $ 20,545 $ 43,813 |
Note 5 - Commitments and cont_2
Note 5 - Commitments and contingencies: Schedule of future minimum lease payments (Tables) | 3 Months Ended |
Apr. 30, 2019 | |
Tables/Schedules | |
Schedule of future minimum lease payments | For the Fiscal Year Ending January 31, 2020 41,227 2021 56,250 2022 42,750 Thereafter Total minimum lease payments $ 140,227 |
Note 9 - Stockholders Equity_ S
Note 9 - Stockholders Equity: Schedule of Warrant Activity (Tables) | 3 Months Ended |
Apr. 30, 2019 | |
Tables/Schedules | |
Schedule of Warrant Activity | Number of Warrants Exercise Price Wtgd Avg Calculation Wtgd Avg Remining Life Balance at 1/31/2018 2,224,700 $ 5.00 $ 11,123,500 1.00 Granted 2,000,000 0.16 $ 322,000 Exercised (311,000) 0.16 $ (49,650) Cancelled (2,013,700) 5.00 $ (11,091,850) Balance at 1/31/2019 1,900,000 $ 0.16 $ 304,000 1.71 Granted 80,000 2.00 $ 160,000 Exercised - - - Cancelled - - - Balance at 4/30/19 1,980,000 $ 0.23 $ 464,000 1.52 |
Note 9 - Stockholders Equity__2
Note 9 - Stockholders Equity: Schedule of assumptions used in fair value calculations (Tables) | 3 Months Ended |
Apr. 30, 2019 | |
Tables/Schedules | |
Schedule of assumptions used in fair value calculations | Expected term (years) 5 Risk-free interest rate 2.73% Volatility 218% Expected dividend yield 0.00% |
Note 1 - Organization (Details)
Note 1 - Organization (Details) | 3 Months Ended |
Apr. 30, 2019 | |
Details | |
Entity Incorporation, State or Country Code | CO |
Entity Incorporation, Date of Incorporation | Jan. 16, 2014 |
Note 2 - Summary of signific_20
Note 2 - Summary of significant accounting policies: Tenant improvements and office equipment: Schedule of Tenant Improvements and Office Equipment (Details) - USD ($) | Apr. 30, 2019 | Jan. 31, 2019 |
Details | ||
Leasehold improvements | $ 10,951 | $ 2,200 |
Office equipment, furniture and fixtures | 26,276 | 26,276 |
Property, Plant and Equipment, Gross | 37,227 | 28,476 |
Accumulated amortization and depreciation | (25,960) | (25,709) |
Property and equipment, net | $ 11,267 | $ 2,767 |
Note 2 - Summary of signific_21
Note 2 - Summary of significant accounting policies: Tenant improvements and office equipment (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Details | ||
Depreciation, Depletion and Amortization | $ 251 | $ 252 |
Note 2 - Summary of signific_22
Note 2 - Summary of significant accounting policies: Trademarks (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Details | ||
Amortization of Intangible Assets | $ 333 | $ 183 |
Note 2 - Summary of signific_23
Note 2 - Summary of significant accounting policies: Trademarks: Schedule of Trademarks and other intangible assets (Details) - USD ($) | Apr. 30, 2019 | Jan. 31, 2019 |
Details | ||
Gross carrying amount | $ 13,260 | $ 13,260 |
Accumulated amortization | 4,141 | 3,808 |
Net intangible assets | $ 9,119 | $ 9,452 |
Note 2 - Summary of signific_24
Note 2 - Summary of significant accounting policies: Revenue Recognition: Schedule of revenue by contract type (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Details | ||
Hourly fee contracts | $ 0 | $ 0 |
Fixed fee contracts | 19,500 | 42,500 |
Monthly fee contracts | 1,045 | 1,313 |
Total Revenue | $ 20,545 | $ 43,813 |
Note 5 - Commitments and cont_3
Note 5 - Commitments and contingencies: Schedule of future minimum lease payments (Details) | Apr. 30, 2019USD ($) |
Details | |
Operating Leases, Future Minimum Payments Receivable, Current | $ 41,227 |
Operating Leases, Future Minimum Payments Receivable, in Two Years | 56,250 |
Operating Leases, Future Minimum Payments Receivable, in Three Years | 42,750 |
Operating Leases, Future Minimum Payments Receivable, Thereafter | 0 |
Operating Leases, Future Minimum Payments Receivable | $ 140,227 |
Note 5 - Commitments and cont_4
Note 5 - Commitments and contingencies (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Details | ||
Rents and other occupancy | $ 17,963 | $ 12,516 |
Note 6 - Note Receivable (Detai
Note 6 - Note Receivable (Details) | Apr. 30, 2019USD ($) |
Private entity in Puerto Rico 39% owned by Erin Phillips | |
Advances to Affiliate | $ 280,607 |
Two private entities in Oklahoma | |
Advances to Affiliate | $ 55,110 |
Note 7 - Related Party (Details
Note 7 - Related Party (Details) - To Related Party - USD ($) | 3 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | Jan. 31, 2019 | |
Proceeds from Loans | $ 14,369 | $ 8,765 | |
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||
Long-term loan to related party on the balance sheet | $ 48,240 | ||
Long-term Debt | $ 29,349 | $ 32,021 | |
Minimum | |||
Debt Instrument, Maturity Date | May 1, 2020 | ||
Maximum | |||
Debt Instrument, Maturity Date | May 31, 2020 |
Note 8 - Notes Payable (Details
Note 8 - Notes Payable (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Accretion of debt discount | $ 40,909 | $ 0 |
Proceeds from Loans | 150,000 | |
Legal and Due Diligence fees paid | $ 6,000 | |
Richland Fund, LLC., a Delaware limited liability company | ||
Debt Instrument, Issuance Date | Aug. 29, 2018 | |
Debt Instrument, Issuer | Company | |
Debt Instrument, Description | Note Purchase and Security Agreement | |
Debt Instrument, Face Amount | $ 225,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Debt Instrument, Maturity Date | Dec. 15, 2020 | |
Debt Instrument, Collateral | secured by all assets of the Company and guarantees from Shawn and Erin Phillips | |
Debt Instrument, Convertible, Terms of Conversion Feature | convertible into common stock | |
Adjustments to Additional Paid in Capital, Other | $ 225,000 | |
Accretion of debt discount | $ 40,909 | |
Green Acres Partners A, LLC | ||
Debt Instrument, Issuance Date | Apr. 6, 2018 | |
Debt Instrument, Issuer | Company | |
Debt Instrument, Description | loan agreement | |
Debt Instrument, Face Amount | $ 205,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Debt Instrument, Collateral | personally guaranteed by Shawn Phillips | |
Debt Instrument, Payment Terms | monthly interest payments are due the first day beginning no later than August 1, 2019 | |
Richland Fund, LLC, (the 'lender') | ||
Debt Instrument, Issuance Date | Dec. 7, 2018 | |
Debt Instrument, Issuer | Company | |
Debt Instrument, Description | Secured Promissory Note | |
Debt Instrument, Face Amount | $ 126,100 | |
Debt Instrument, Interest Rate, Stated Percentage | 15.00% | |
Debt Instrument, Maturity Date | Aug. 1, 2019 | |
Securities Purchase Agreement with Power Up Lending Group Ltd | ||
Debt Instrument, Issuance Date | Feb. 13, 2019 | |
Debt Instrument, Description | Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. pursuant to which Power Up agreed to purchase a convertible promissory note | |
Debt Instrument, Face Amount | $ 103,000 | |
Securities Purchase Agreement with Power Up Lending Group | ||
Debt Instrument, Issuance Date | Feb. 15, 2019 | |
Debt Instrument, Issuer | Company | |
Debt Instrument, Description | Company issued the Note | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Debt Instrument, Maturity Date | Feb. 13, 2020 | |
Second tranche of the potential $1,000,000 funding with Power Up | ||
Debt Instrument, Issuance Date | Mar. 18, 2019 | |
Debt Instrument, Description | Company entered into the second tranche of the potential $1,000,000 funding with Power Up | |
Debt Instrument, Face Amount | $ 53,000 | |
Second tranche of funding with Puwer Up | ||
Debt Instrument, Issuance Date | Mar. 18, 2019 | |
Debt Instrument, Issuer | Company | |
Debt Instrument, Description | Company issued the Note | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Debt Instrument, Maturity Date | Mar. 18, 2020 |
Note 9 - Stockholders Equity_ W
Note 9 - Stockholders Equity: Warrants (Details) - USD ($) | Apr. 30, 2019 | Apr. 30, 2018 | Jan. 31, 2018 | Apr. 30, 2019 | Apr. 30, 2018 |
Details | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 2,224,700 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 5 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 11,123,500 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 6 months 7 days | 1 year 8 months 16 days | 1 year | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 80,000 | 2,000,000 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2 | $ 0.16 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $ 160,000 | $ 322,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | (311,000) | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0 | $ 0.16 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 0 | $ (49,650) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 0 | (2,013,700) | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 0 | $ 5 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Intrinsic Value | $ 0 | $ (11,091,850) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 1,980,000 | 1,900,000 | 2,224,700 | 1,980,000 | 1,900,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.23 | $ 0.16 | $ 5 | $ 0.23 | $ 0.16 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 464,000 | $ 304,000 | $ 11,123,500 | $ 464,000 | $ 304,000 |
Note 9 - Stockholders Equity__3
Note 9 - Stockholders Equity: Stock Options (Details) | 3 Months Ended |
Apr. 30, 2019USD ($)shares | |
Details | |
Stock options outstanding | shares | 250,000 |
Stock compensation expense, recognized | $ 13,180 |
Stock compensation expense, unrecognized | $ 184,538 |
Note 9 - Stockholders Equity (D
Note 9 - Stockholders Equity (Details) | 3 Months Ended |
Apr. 30, 2019 | |
Details | |
Fair Value Measurement Technique | Black-Scholes model |
Note 9 - Stockholders Equity__4
Note 9 - Stockholders Equity: Schedule of assumptions used in fair value calculations (Details) | 3 Months Ended |
Apr. 30, 2019 | |
Details | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.73% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 218.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Note 10 - Subsequent Events (De
Note 10 - Subsequent Events (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Proceeds from Loans | $ 150,000 | |
Professional, legal and consulting | $ 114,977 | $ 49,896 |
Event 1 | ||
Subsequent Event, Date | May 1, 2019 | |
Subsequent Event, Description | we received funds from Crown Bridge Partners, LLC ('Crown Bridge') under a Securities Purchase Agreement | |
Proceeds from Loans | $ 95,000 | |
Debt Instrument, Unamortized Discount | $ 5,000 | |
Debt Instrument, Description | convertible promissory note | |
Debt Instrument, Issuance Date | Apr. 18, 2019 | |
Debt Instrument, Face Amount | $ 100,000 | |
Professional, legal and consulting | $ 2,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |
Debt Instrument, Payment Terms | If we prepay the Note through the 180th day following the date thereof, we must pay all of the principal and interest with a prepayment penalty ranging from 135% to 150%. After the 180th day we have no further right of prepayment. | |
Debt Instrument, Convertible, Terms of Conversion Feature | Crown Bridge may, at any time, convert all or any part of the outstanding principal of the Note into shares of our common stock at a price per share equal to 60% (representing a 40% discount rate) of the lowest trading price of the common stock during the 20 trading day period ending on the last complete trading day prior to the date of conversion. |