Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jan. 31, 2018 | Mar. 19, 2018 | |
Document and Entity Information: | ||
Entity Registrant Name | GRASSHOPPER STAFFING, INC. | |
Document Type | 10-Q | |
Document Period End Date | Jan. 31, 2018 | |
Amendment Flag | false | |
Entity Central Index Key | 1,584,693 | |
Current Fiscal Year End Date | --07-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Entity Common Stock, Shares Outstanding | 32,487,500 | |
Trading Symbol | tckf |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jan. 31, 2018 | Jul. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 4,968 | $ 2,565 |
Accounts receivable, net | 27,154 | 42,950 |
Prepaid expenses and other current assets | 4,430 | 800 |
Total Current Assets | 36,552 | 46,315 |
Other Assets | ||
Property and equipment, net | 2,776 | 3,259 |
Intangible assets, net | 840 | |
Total Other Assets | 2,776 | 4,099 |
Total Assets | 39,328 | 50,414 |
Current Liabilities | ||
Accounts payable and accrued expenses | 119,203 | 84,951 |
Accounts payable and accrued expenses - related party | 483,742 | 363,742 |
Payroll related liabilities | 69,508 | 78,670 |
Due to others | 41,354 | 14,204 |
Due to related party | 191,427 | 183,077 |
Total Current Liabilities | 905,234 | 724,644 |
Total Liabilities | 905,234 | 724,644 |
Stockholders' Equity (Deficit) | ||
Common stock value | 26,288 | 26,288 |
Additional paid-in capital | 7,259,793 | 6,795,126 |
Accumulated deficit | (8,151,987) | (7,495,644) |
Total Stockholders' Equity (Deficit) | (865,906) | (674,230) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 39,328 | $ 50,414 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2018 | Jul. 31, 2017 |
Balance Sheet | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 26,287,500 | 26,287,500 |
Common stock, shares outstanding | 26,287,500 | 26,287,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2018 | Jan. 31, 2017 | Jan. 31, 2018 | Jan. 31, 2017 | |
Income Statement | ||||
Revenues | $ 89,732 | $ 65,165 | $ 285,745 | $ 176,483 |
Cost of sales | 67,908 | 50,460 | 216,445 | 134,056 |
Gross profit | 21,824 | 14,705 | 69,300 | 42,427 |
Selling, general and administrative | ||||
Professional fees | 328,158 | 311,463 | 659,082 | 633,394 |
Payroll and related expenses | 19,371 | 8,916 | 32,618 | 77,700 |
Selling, general and administrative expenses | 10,346 | 9,996 | 26,672 | 27,950 |
Total selling, general and administrative | 357,875 | 330,375 | 718,372 | 739,044 |
Income (loss) from operations | (336,051) | (315,670) | (649,072) | (696,617) |
Other income (expense) | ||||
Interest expense | 6,829 | 6,602 | 7,271 | 7,071 |
Other income | 2,950 | |||
Total other income (expense) | (6,829) | (6,602) | (7,271) | (4,121) |
Net income (loss) | $ (342,880) | $ (322,272) | $ (656,343) | $ (700,738) |
Net income (loss) per common share - basic | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.03) |
Weighted average number of common shares outstanding - basic and diluted | 26,287,500 | 26,287,500 | 26,287,500 | 26,287,500 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Cash Flows - USD ($) | 6 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2017 | |
Cash Flows used in Operating Activities | ||
Net income (loss) | $ (656,343) | $ (700,738) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 1,323 | 1,323 |
Provision for doubtful accounts | 9,115 | |
Revenue factoring expense | 8,744 | |
Amortization of deferred stock compensation | 58,083 | |
Issuance of common stock for services - related party | 464,667 | 464,667 |
Other income | 1,600 | 2,950 |
Changes in operating assets and liabilities: | ||
Increase (decrease) in accounts receivable | 24,911 | 2,202 |
Increase (decrease) in prepaid expenses and other current assets | (3,630) | 4,788 |
(Increase) decrease in accounts payable and accrued expenses | 35,852 | 708 |
(Increase) decrease in accounts payable and accrued expenses - related party | 120,000 | 120,000 |
(Increase) decrease in payroll related liabilities | (9,162) | 18,645 |
Net cash used in operating activities | (33,097) | (24,528) |
Cash Flows from Financing Activities | ||
Proceeds from third party loans | 27,150 | 3,850 |
Proceeds from shareholder loans | 8,350 | 53,658 |
Payment of shareholder loans | 10,600 | |
Advances under factoring arrangements | 8,746 | |
Repayments under factoring arrangements | 29,341 | |
Net cash provided by financing activities | 35,500 | 26,313 |
Net increase (decrease) in cash during the period | 2,403 | 1,785 |
Cash, beginning of period | 2,565 | |
Cash, end of period | 4,968 | 1,785 |
Supplemental cash flow information: | ||
Cash paid for interest | ||
Cash paid for taxes |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
Organization and Nature of Operations | NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS Grasshopper Staffing, Inc (the Company), formally Tomichi Creek Outfitters, was formed in the state of Nevada on June 25, 2013 and its year-end is July 31. On March 2, 2015, the Company entered into a Business Acquisition Agreement and share exchange under which it acquired the business and assets of Grasshopper Staffing Inc (Grasshopper Colorado), formed in the state of Colorado on January 13, 2015. The exchange for $10,651 was represented by 250,000 shares of the Companys common stock in exchange for all of the outstanding shares of Grasshopper Colorado. The assets purchased include the logo and website, office supplies and office furniture. Grasshopper Colorado is operating as a wholly-owned subsidiary of the Company and is now the primary operation of its business. Grasshopper Colorado was founded as a solution to the staffing needs presented in the blossoming cannabis industry in Colorado. |
Seasonal Nature of Operations
Seasonal Nature of Operations | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
Seasonal Nature of Operations | NOTE 2 - SEASONAL NATURE OF OPERATIONS The cannabis industry in general historically experiences seasonal fluctuations in revenue and net income. The Companys revenues reflect two cutting periods resulting in higher revenues in the months of May through July and October through December. Therefore, the results of operations presented for the six months ended January 31, 2018, are not necessarily representative of the results of operations for the full year. |
Going Concern
Going Concern | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
Going Concern | NOTE 3 - GOING CONCERN The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern. The Company has a history of losses, an accumulated deficit, has minimal working capital and has not generated cash from its operations to support meaningful ongoing operations. In view of these matters, the Companys ability to continue as a going concern is dependent upon advancement of operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. 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 liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
Summary of Significant Accounting Policies | NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The interim unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of the Companys management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations for six months ended January 31, 2018 and 2017 and cash flows for the six months ended January 31, 2018 and 2017 and our financial position as of January 31, 2018 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. Certain information and disclosures normally included in the notes to the annual audited consolidated financial statements have been condensed or omitted from these interim unaudited consolidated financial statements. Accordingly, these interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended July 31, 2017, which are included in the Companys annual report on Form 10-K filed on November 14, 2017. The July 31, 2017 balance sheet is derived from those statements. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include the estimates of useful lives for depreciation. Accounts Receivable Accounts receivable represent amounts due from customers in the ordinary course of business from sales activities The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. At January 31, 2018 and July 31, 2017, the Company reserved $17,050 and $7,935, respectively to the allowance. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized while minor replacements and maintenance and repairs, which do not improve or extend the life of such assets, are charged to operations as incurred. Disposals are removed at cost less accumulated depreciation, and any resulting gain or loss is reflected in the statement of operations. Depreciation is calculated using the straight-line method which depreciates the assets over the estimated useful lives of the depreciable assets ranging from five to seven years. Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment at least annually or whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. The Company did not recognize any impairment losses for any periods presented. Intangible Assets Intangible assets with definite useful lives are recorded on the basis of cost and are amortized on a straight-line basis over their estimated useful lives. The Company uses a useful life of 3 years for website development. The Company evaluates the remaining useful life of intangible assets annually to determine whether events and circumstances warrant a revision to the remaining amortization period. If the estimate of the intangible assets remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized prospectively over that revised remaining useful life. At January 31, 2018, no revision to the remaining amortization period of the intangible assets was made. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and borrowings. The fair value of current financial assets and current financial liabilities approximates their carrying value because of the short-term maturity of these financial instruments. Revenue Recognition Revenue is derived from the placement of temporary workers. The Company recognizes revenue when it is realized or realizable and estimable in accordance with ASC 605, Revenue Recognition. The Company will recognize revenue only when all of the following criteria have been met: · · · · Basic Net Loss Per Common Share Basic net loss per common share is computed by dividing the loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share. Stock Based Compensation The Company accounts for the grant of restricted stock awards in accordance with ASC 718, Compensation-Stock Compensation. ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of equity based compensation. The expense is recognized over the period during which the employee is required to provide service in exchange for the compensation. Any remaining unrecognized balance will be recognized ratably over the life of the vesting period and is a reduction of stockholders' equity. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 505-50 Equity-Based Payments to Non-Employees. Income Taxes Under ASC 740, Income Taxes, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of January 31, 2018 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. Recent Accounting Pronouncements The Company has reviewed the FASB issued Accounting Standards Update (ASU) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporations reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. |
Property and Equipment Disclosu
Property and Equipment Disclosure | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
Property and Equipment Disclosure | NOTE 5 - PROPERTY AND EQUIPMENT Property and equipment consisted of the following at January 31, 2018 and July 31, 2017: January 31, 2018 July 31, 2017 Computer equipment $ 2,643 $ 2,643 Furniture and fixtures 3,007 3,007 Subtotal 5,650 5,650 Less: accumulated depreciation (2,874) (2,391) Total property and equipment, net $ 2,776 $ 3,259 Depreciation expense for the six months ended January 31, 2018 and 2017 was $483 and $483 respectively. |
Intangible Assets Disclosures
Intangible Assets Disclosures | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
Intangible Assets Disclosures | NOTE 6 - INTANGIBLE ASSETS Intangible assets consisted of the following at January 31, 2018 and July 31, 2017: January 31, 2018 July 31, 2017 Website development $ 5,000 $ 5,000 Less: accumulated amortization (5,000) (4,160) Total intangible assets, net $ -- $ 840 Amortization expense for the six months ended January 31, 2018 and 2017 was $840 and $840 respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses Disclosure | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
Accounts Payable and Accrued Expenses Disclosure | NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following at January 31, 2018 and July 31, 2017: January 31, 2018 July 31, 2017 Accounts Payable $ 107,061 $ 61,344 Accrued Expenses -- 6,000 Accrued Payroll 12,142 17,607 Total $ 119,203 $ 84,951 |
Payroll Liabilities Disclosure
Payroll Liabilities Disclosure | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
Payroll Liabilities Disclosure | NOTE 8 - PAYROLL LIABILITIES The Company has past due payroll liabilities due to the Internal Revenue Service (IRS) for unpaid payroll taxes, penalties and interest for 2015 and 2016. As of January 31, 2018, the past due balance due to the tax authorities, including penalties, interest, and fees, totaled $69,508. The original unpaid payroll taxes to the IRS for these periods totaled approximately $39,000 and the related accrued penalties and interest as of January 31, 2018 totaled approximately $23,000. The remaining $7,000 relates to current payroll tax obligations. On March 14, 2018 the Company paid $63,000 to the IRS in full satisfaction of the past due liabilities and the balance of the payment was applied to current liabilities. (See Note 13). |
Concentrations Disclosure
Concentrations Disclosure | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
Concentrations Disclosure | NOTE 9 - CONCENTRATIONS The following table sets forth information as to each customer that accounted for 10% or more of the Companys revenues for the six months ended January 31, 2018 and 2017. At January 31, 2018, three customers accounted for 43% of the Companys total revenue. Customer Six Months Ended January 31, 2018 Six Months Ended January 31, 2017 A 17% 31% B 14% 10% C 12% 12% |
Related Party Transactions Disc
Related Party Transactions Disclosure | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
Related Party Transactions Disclosure | NOTE 10 - RELATED PARTY TRANSACTIONS In support of the Companys efforts and cash requirements, it has relied on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. As of January 31, 2018 and July 31, 2017, members of management have loaned the Company $191,427 and $183,077, respectively. The loans are payable on demand and carry no interest. In addition, the Company has accrued expenses related to the January 15, 2016 consulting and advisory agreement (See Note 11). As of January 31, 2018 and July 31, 2017, the Company has accrued $483,742 and $363,742, respectively in monthly retainer fees and travel expenses related to this agreement. The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties. |
Capital Stock Disclosure
Capital Stock Disclosure | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
Capital Stock Disclosure | NOTE 11 - CAPITAL STOCK The Company is authorized to issue an aggregate of 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. At January 31, 2018 and July 31, 2017, the Company had 26,287,500 and 26,287,500 common shares issued and outstanding, respectively. Shares Issued for Services: On January 15, 2016, the Company entered into a three-year consulting and advisory agreement with Platinum Equity Advisors, LLC, a related party. Compensation consists of a monthly retainer fee of $20,000. In addition, for services rendered through January 15, 2016, the Company issued on February 15, 2016, 8,000,000 shares of the Companys common stock at a value of $0.35 per share or $2,788,000. The first months retainer was offset by $8,000 for the shares issued, resulting in a reduction of accounts payable and the remainder will be amortized over the life of the agreement. As of July 31, 2017, the Company recorded $1,432,722 in consulting expense related to this agreement. During the six months ended January 31, 2018 the Company amortized an additional $464,667 leaving an unamortized balance of $890,611 as of January 31, 2018. Warrants: A summary of the Companys warrant activity during the six months ended January 31, 2018 is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Shares Price Term Value Balance Outstanding, July 31, 2017 6,000,000 $ 0.01 8.67 $ 2,040,000 Granted -- -- -- -- Forfeited -- -- -- -- Exercised -- -- -- -- Expired -- -- -- -- Balance Outstanding, January 31, 2018 6,000,000 $ 0.01 8.16 $ 7,800,000 Exercisable, January 31, 2018 6,000,000 $ 0.01 8.16 $ 7,800,000 On February 21, 2018, the Company executed an agreement with Acorn pursuant to which the 6,000,000 warrants Acorn was issued in the March 29, 2016 agreement were automatically converted into 1,000,000 restricted shares of the Companys common stock (See Note 13). As of January 31, 2018, there are no options outstanding to acquire any additional shares of common stock of the Company. |
Commitments and Contingencies D
Commitments and Contingencies Disclosure | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
Commitments and Contingencies Disclosure | NOTE 12 - COMMITMENTS AND CONTINGENCIES Legal Matters In the normal course of business, the Company may become a party to litigation matters involving claims against the Company. The Company's management is unaware of any pending or threatened assertions and there are no current matters that would have a material effect on the Companys financial position or results of operations. The Companys operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. Operating Leases The Companys executive offices are located at 200 S Victoria Ave, Pueblo, Co 81003. The property was leased on a month to month basis through August 31, 2017 with a monthly rental payment of $800. On September 1, 2017, the Company entered into a new one-year lease agreement for $900 per month effective September 1, 2017 through August 31, 2018. |
Subsequent Events Disclosure
Subsequent Events Disclosure | 6 Months Ended |
Jan. 31, 2018 | |
Notes | |
Subsequent Events Disclosure | NOTE 13 - SUBSEQUENT EVENTS The Company follows the guidance in Sections 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company has evaluated the period after the balance sheet date up through the date of filing, which is the date that the consolidated financial statements were issued, and determined that, there were no subsequent events or transactions that required recognition or disclosure in the consolidated financial statements except for the following as disclosed below: Acorn Management Transaction On February 21, 2018 we entered into a letter agreement with Acorn Management Partners, LLC pursuant to which it converted warrants to purchase 6,000,000 shares of our common stock held by it into 1,000,000 shares of our common stock, which such inclusion also included full satisfaction of all amounts we may have owed Acorn Management Partners, LLC for amounts due or any contractual obligations. Related Party Advances Through the date of filing there have been additional amounts representative of advances or amounts paid in satisfaction of liabilities from a director or member of management. The advances are considered temporary in nature and have not been formalized by a promissory note. As of the date of filing an additional $525 has been loaned to the Company. These loans are payable on demand and carry no interest (See Note 10). Share Exchange Agreement On March 13, 2018, the Company entered into a Share Exchange Agreement with IndeLiving Holdings, Inc., a Florida corporation (IndeLiving), and the shareholders of IndeLiving pursuant to which the Company acquired 100% of the outstanding capital stock of IndeLiving from its shareholders in exchange for an aggregate of 5,200,000 shares of the Companys common stock, valued at approximately $6,968,000. Change in Control Concurrent with the closing of the Share Exchange Agreement with IndeLiving, a change of control of the Company has occurred. Mr. Scott M. Boruff, was appointed the Companys sole officer as Chief Executive Officer and Director at closing. Jeremy Gindro resigned as a member of our Board of Directors and Melanie Osterman, who had previously served as the Companys President, resigned as an officer of the company, but remains an officer and employee of the Grasshopper Staffing subsidiary. Employment Agreement and Issuance of Stock Options On March 13, 2018 the Company entered into a three year Employment Agreement with Mr. Boruff to serve as its Chief Executive Officer. He will be paid an annual salary of $300,000 and is entitled to discretionary bonuses as may be awarded from time to time by our Board of Directors. As additional compensation he was granted stock options to purchase 2,500,000 shares of the Companys common stock at an exercise price of $3.00 per share, which exceeded the fair market price of our common stock on the date of grant, vesting in four equal annual installments commencing on the grant date. Securities Purchase Agreement On March 13, 2018 the Company issued and sold $700,000 principal amount convertible promissory notes (the Convertible Notes) to 12 purchasers in a private transaction. The purchasers were accredited or otherwise sophisticated investors who had access to business and financial information on the Company. The Company did not pay any commissions or finders fees in connection with the sale of the Convertible Notes. The Company used approximately $63,000 of these proceeds to satisfy its outstanding payroll tax obligations to the IRS, and will use the balance for working capital. The Convertible Notes are unsecured and will pay interest in cash at the rate of 5% per annum, in arrears, maturing one year from the date of issuance (the "Maturity Date"). The principal and accrued interest is convertible at any time prior to the Maturity Date at the option of the holder into shares of our common stock at a conversion price of $0.50 per share (the "Conversion Price"). At any time prior to the Maturity Date that we should conclude the sale of equity securities in a private offering (the Qualified Private Offering Securities) resulting in gross proceeds to us of at least $1,000,000 (a Qualified Private Offering), concurrent with the first closing of such Qualified Private Offering all principal and accrued interest due under the Convertible Note will automatically convert into shares of the our common stock at the Conversion Price. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Basis of Presentation | Basis of Presentation The interim unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of the Companys management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations for six months ended January 31, 2018 and 2017 and cash flows for the six months ended January 31, 2018 and 2017 and our financial position as of January 31, 2018 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. Certain information and disclosures normally included in the notes to the annual audited consolidated financial statements have been condensed or omitted from these interim unaudited consolidated financial statements. Accordingly, these interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended July 31, 2017, which are included in the Companys annual report on Form 10-K filed on November 14, 2017. The July 31, 2017 balance sheet is derived from those statements. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies: Use of Estimates (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying consolidated financial statements include the estimates of useful lives for depreciation. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies: Accounts Receivable Policy (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Accounts Receivable Policy | Accounts Receivable Accounts receivable represent amounts due from customers in the ordinary course of business from sales activities The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. At January 31, 2018 and July 31, 2017, the Company reserved $17,050 and $7,935, respectively to the allowance. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies: Property and Equipment Policy (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Property and Equipment Policy | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized while minor replacements and maintenance and repairs, which do not improve or extend the life of such assets, are charged to operations as incurred. Disposals are removed at cost less accumulated depreciation, and any resulting gain or loss is reflected in the statement of operations. Depreciation is calculated using the straight-line method which depreciates the assets over the estimated useful lives of the depreciable assets ranging from five to seven years. Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment at least annually or whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. The Company did not recognize any impairment losses for any periods presented. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies: Intangible Assets Policy (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Intangible Assets Policy | Intangible Assets Intangible assets with definite useful lives are recorded on the basis of cost and are amortized on a straight-line basis over their estimated useful lives. The Company uses a useful life of 3 years for website development. The Company evaluates the remaining useful life of intangible assets annually to determine whether events and circumstances warrant a revision to the remaining amortization period. If the estimate of the intangible assets remaining useful life is changed, the remaining carrying amount of the intangible asset will be amortized prospectively over that revised remaining useful life. At January 31, 2018, no revision to the remaining amortization period of the intangible assets was made. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Fair Value of Financial Instruments Policy | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and borrowings. The fair value of current financial assets and current financial liabilities approximates their carrying value because of the short-term maturity of these financial instruments. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies: Revenue Recognition Policy (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Revenue Recognition Policy | Revenue Recognition Revenue is derived from the placement of temporary workers. The Company recognizes revenue when it is realized or realizable and estimable in accordance with ASC 605, Revenue Recognition. The Company will recognize revenue only when all of the following criteria have been met: · · · · |
Summary of Significant Accoun26
Summary of Significant Accounting Policies: Basic Net Loss Per Common Share Policy (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Basic Net Loss Per Common Share Policy | Basic Net Loss Per Common Share Basic net loss per common share is computed by dividing the loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies: Stock-based Compensation Policy (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Stock-based Compensation Policy | Stock Based Compensation The Company accounts for the grant of restricted stock awards in accordance with ASC 718, Compensation-Stock Compensation. ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of equity based compensation. The expense is recognized over the period during which the employee is required to provide service in exchange for the compensation. Any remaining unrecognized balance will be recognized ratably over the life of the vesting period and is a reduction of stockholders' equity. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 505-50 Equity-Based Payments to Non-Employees. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies: Income Taxes Policy (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Income Taxes Policy | Income Taxes Under ASC 740, Income Taxes, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of January 31, 2018 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jan. 31, 2018 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed the FASB issued Accounting Standards Update (ASU) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporations reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. |
Property and Equipment Disclo30
Property and Equipment Disclosure: Schedule of Property and Equipment (Tables) | 6 Months Ended |
Jan. 31, 2018 | |
Tables/Schedules | |
Schedule of Property and Equipment | January 31, 2018 July 31, 2017 Computer equipment $ 2,643 $ 2,643 Furniture and fixtures 3,007 3,007 Subtotal 5,650 5,650 Less: accumulated depreciation (2,874) (2,391) Total property and equipment, net $ 2,776 $ 3,259 |
Intangible Assets Disclosures_
Intangible Assets Disclosures: Schedule of Intangible Assets (Tables) | 6 Months Ended |
Jan. 31, 2018 | |
Tables/Schedules | |
Schedule of Intangible Assets | January 31, 2018 July 31, 2017 Website development $ 5,000 $ 5,000 Less: accumulated amortization (5,000) (4,160) Total intangible assets, net $ -- $ 840 |
Accounts Payable and Accrued 32
Accounts Payable and Accrued Expenses Disclosure: Schedule of Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jan. 31, 2018 | |
Tables/Schedules | |
Schedule of Accounts Payable and Accrued Liabilities | January 31, 2018 July 31, 2017 Accounts Payable $ 107,061 $ 61,344 Accrued Expenses -- 6,000 Accrued Payroll 12,142 17,607 Total $ 119,203 $ 84,951 |
Concentrations Disclosure_ Sche
Concentrations Disclosure: Schedules of Customer Revenue Concentrations (Tables) | 6 Months Ended |
Jan. 31, 2018 | |
Tables/Schedules | |
Schedules of Customer Revenue Concentrations | Customer Six Months Ended January 31, 2018 Six Months Ended January 31, 2017 A 17% 31% B 14% 10% C 12% 12% |
Capital Stock Disclosure_ Sched
Capital Stock Disclosure: Schedule of Company's Warrant Activities (Tables) | 6 Months Ended |
Jan. 31, 2018 | |
Tables/Schedules | |
Schedule of Company's Warrant Activities | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Shares Price Term Value Balance Outstanding, July 31, 2017 6,000,000 $ 0.01 8.67 $ 2,040,000 Granted -- -- -- -- Forfeited -- -- -- -- Exercised -- -- -- -- Expired -- -- -- -- Balance Outstanding, January 31, 2018 6,000,000 $ 0.01 8.16 $ 7,800,000 Exercisable, January 31, 2018 6,000,000 $ 0.01 8.16 $ 7,800,000 |
Organization and Nature of Op35
Organization and Nature of Operations (Details) | 12 Months Ended |
Jul. 31, 2015USD ($)shares | |
Details | |
Acquisition of subsidiary, value exchanged | $ | $ 10,651 |
Acquisition of subsidiary, shares issued | shares | 250,000 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies: Accounts Receivable Policy (Details) - USD ($) | Jan. 31, 2018 | Jul. 31, 2017 |
Details | ||
Bad debt reserves | $ 17,050 | $ 7,935 |
Property and Equipment Disclo37
Property and Equipment Disclosure: Schedule of Property and Equipment (Details) - USD ($) | Jan. 31, 2018 | Jul. 31, 2017 |
Property and equipment, gross | $ 5,650 | $ 5,650 |
Accumulated depreciation of property and equipment | (2,874) | (2,391) |
Property and equipment, net | 2,776 | 3,259 |
Computer Equipment | ||
Property and equipment, gross | 2,643 | 2,643 |
Furniture and Fixtures | ||
Property and equipment, gross | $ 3,007 | $ 3,007 |
Property and Equipment Disclo38
Property and Equipment Disclosure (Details) - USD ($) | 6 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2017 | |
Details | ||
Depreciation expense | $ 483 | $ 483 |
Intangible Assets Disclosures39
Intangible Assets Disclosures: Schedule of Intangible Assets (Details) - USD ($) | Jan. 31, 2018 | Jul. 31, 2017 |
Details | ||
Website, gross | $ 5,000 | $ 5,000 |
Accumulated amortization of website | $ (5,000) | (4,160) |
Intangible assets, net | $ 840 |
Intangible Assets Disclosures (
Intangible Assets Disclosures (Details) - USD ($) | 6 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2017 | |
Details | ||
Amortization expense | $ 840 | $ 840 |
Accounts Payable and Accrued 41
Accounts Payable and Accrued Expenses Disclosure: Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Jan. 31, 2018 | Jul. 31, 2017 |
Details | ||
Accounts payable, current | $ 107,061 | $ 61,344 |
Accrued expenses, current | 6,000 | |
Accrued payroll | 12,142 | 17,607 |
Accounts payable and accrued expenses, current | $ 119,203 | $ 84,951 |
Payroll Liabilities Disclosure
Payroll Liabilities Disclosure (Details) - USD ($) | 1 Months Ended | ||
Mar. 15, 2018 | Jan. 31, 2018 | Jul. 31, 2017 | |
Details | |||
Payroll related liabilities | $ 69,508 | $ 78,670 | |
Payment to IRS for past due liabilities | $ 63,000 |
Concentrations Disclosure_ Sc43
Concentrations Disclosure: Schedules of Customer Revenue Concentrations (Details) | 6 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2017 | |
Customer A | ||
Percentage of revenues | 17.00% | 31.00% |
Customer B | ||
Percentage of revenues | 14.00% | 10.00% |
Customer C | ||
Percentage of revenues | 12.00% | 12.00% |
Related Party Transactions Di44
Related Party Transactions Disclosure (Details) - USD ($) | Jan. 31, 2018 | Jul. 31, 2017 |
Details | ||
Due to related party | $ 191,427 | $ 183,077 |
Accounts payable and accrued expenses - related party | $ 483,742 | $ 363,742 |
Capital Stock Disclosure (Detai
Capital Stock Disclosure (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Feb. 21, 2018 | Jan. 31, 2018 | Jan. 31, 2017 | Jul. 31, 2016 | Jul. 31, 2017 | |
Common shares authorized for issuance | 200,000,000 | 200,000,000 | |||
Common stock par value | $ 0.001 | $ 0.001 | |||
Common shares issued and outstanding | 26,287,500 | 26,287,500 | |||
Amortization of common stock issued for services - related party | $ 464,667 | $ 464,667 | |||
Acorn Management Transaction | |||||
Number of warrants converted | 6,000,000 | ||||
Restricted shares of common stock issued in conversion of warrants | 1,000,000 | ||||
Consulting and advisory agreement - January 15, 2016 | |||||
Monthly compensation | 20,000 | ||||
Common stock issued for services | 8,000,000 | ||||
Value of common stock issued as compensation | $ 2,788,000 | ||||
Amortization of common stock issued for services - related party | $ 464,667 |
Capital Stock Disclosure_ Sch46
Capital Stock Disclosure: Schedule of Company's Warrant Activities (Details) - shares | Jan. 31, 2018 | Jul. 31, 2017 |
Compensation owed to Acorn Management Partners, LLC | ||
Warrants outstanding | 6,000,000 | 6,000,000 |
Commitments and Contingencies47
Commitments and Contingencies Disclosure (Details) | Jan. 31, 2018USD ($) |
Monthly lease payments for the company's executive offices | |
Contractual obligation | $ 900 |
Subsequent Events Disclosure (D
Subsequent Events Disclosure (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Mar. 15, 2018 | Mar. 14, 2018 | Mar. 13, 2018 | Feb. 21, 2018 | Jan. 31, 2018 | Jan. 31, 2017 | |
Proceeds from related party advances | $ 525 | $ 8,350 | $ 53,658 | |||
Payment to IRS for past due liabilities | $ 63,000 | |||||
Acorn Management Transaction | ||||||
Number of warrants converted | 6,000,000 | |||||
Restricted shares of common stock issued in conversion of warrants | 1,000,000 | |||||
Related Party Advances - Subsequent Period | ||||||
Proceeds from related party advances | $ 525 | |||||
Share Exchange Agreement with IndeLiving Holdings | ||||||
Shares issued in acquisition of a company, Share Exchange Agreement | 5,200,000 | |||||
Value of shares issued for company acquisition | $ 6,968,000 | |||||
Employment Agreement with CEO | ||||||
Contractual obligation | $ 300,000 | |||||
Stock options granted | 2,500,000 | |||||
Securities Purchase Agreement - Convertible Notes | ||||||
Convertible promissory notes sold and issued | $ 700,000 | |||||
Payment to IRS for past due liabilities | $ 63,000 |