Cover
Cover - shares | 9 Months Ended | |
Oct. 31, 2020 | Dec. 15, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | OBITX, Inc. | |
Entity Central Index Key | 0001730869 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Oct. 31, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 5,880,163 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Oct. 31, 2020 | Jan. 31, 2020 |
Current assets | ||
Cash | $ 65 | $ 0 |
Inventory | 15 | 0 |
Prepaid expenses | 250 | 0 |
Current - cryptocurrencies | 40,083 | 0 |
Total current assets | 40,413 | 0 |
Noncurrent assets | ||
Notes receivable from related party | 1,400,000 | 0 |
Interest receivable from related party | 55,232 | 0 |
Noncurrent cryptocurrencies | 97,802 | 0 |
Total noncurrent assets | 1,553,034 | |
Total assets | 1,593,447 | 0 |
Current liabilities | ||
Accounts payable and accrued expenses | 10,650 | 48,940 |
Accounts payable related party | 36,334 | 254,495 |
Due to related party | 95,909 | 304,072 |
Reserve for settlements - related party | 154,307 | 0 |
Total current liabilities | 297,200 | 607,507 |
Total liabilities | 297,200 | 607,507 |
Stockholders' equity | ||
Common stock, $0.0001 par value, voting; 200,000,000 shares authorized; 5,880,163 and 10,460,000 shares issued and outstanding, as of October 31, 2020 and January 31, 2020, respectively. | 588 | 1,046 |
Additional paid in capital | 54,810,898 | 3,500,892 |
Accumulated deficit | (53,515,319) | (4,109,445) |
Total stockholders' equity | 1,296,247 | (607,507) |
Total liabilities and stockholders' equity | 1,593,447 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock value | 65 | 0 |
Series A Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock value | $ 15 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Oct. 31, 2020 | Jan. 31, 2020 |
Stockholders' equity | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 5,880,163 | 10,460,000 |
Common stock, shares outstanding | 5,880,163 | 10,460,000 |
Series B Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 650,000 | 0 |
Preferred stock, shares outstanding | 650,000 | 0 |
Series A Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 150,000 | 0 |
Preferred stock, shares outstanding | 150,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Consolidated Statements of Operations (unaudited) | ||||
Revenue from services | $ 61,918 | $ 0 | $ 61,918 | $ 0 |
Total cost of sales | 0 | 0 | 0 | 0 |
Gross income | 61,918 | 0 | 61,918 | 0 |
Selling, general, and administrative | 520 | 460 | 49,201,218 | 22,949 |
Professional fees | 25,135 | 0 | 64,723 | 5,257 |
Rent | 1,176 | 3,007 | 1,960 | 3,421 |
Consultant fees | 647,339 | 42,000 | 681,339 | 126,000 |
Total operating expenses | 674,170 | 45,467 | 49,949,240 | 157,627 |
Net loss from operations | (612,252) | (45,467) | (49,887,322) | (157,627) |
Other income (expense) | 472,683 | 0 | 481,448 | 0 |
Gain on use of cryptocurrency assets | 0 | 0 | 0 | 0 |
Net (loss) before discontinued operations | (139,569) | (45,467) | (49,405,874) | (157,627) |
Income (expense) from discontinued operations | 0 | 4,698 | 0 | 13,195 |
Net (loss) | $ (139,569) | $ (40,769) | $ (49,405,874) | $ (144,432) |
Basic and diluted (loss) per share: | ||||
Income (Loss) per share from continuing operations | $ (0.10) | $ 0 | $ (6.97) | $ (0.02) |
Income (Loss) per share - discontinued | $ 0 | $ 0 | $ 0 | $ (0.02) |
Weighted average shares outstanding - basic | 5,872,554 | 10,460,000 | 7,156,979 | 10,460,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders Equity (unaudited) - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Income (Deficit) |
Balance, shares at Jan. 31, 2019 | 100,000 | 5,460,000 | |||
Balance, amount at Jan. 31, 2019 | $ (434,593) | $ 10 | $ 546 | $ 3,486,104 | $ (3,921,253) |
Conversion of preferred to common, shares | (100,000) | 5,000,000 | |||
Conversion of preferred to common, amount | 0 | $ (10) | $ 500 | (490) | 0 |
Imputed Interest | 11,427 | 11,427 | |||
Net loss | (144,432) | $ 0 | $ 0 | 0 | (144,432) |
Balance, shares at Oct. 31, 2019 | 10,460,000 | ||||
Balance, amount at Oct. 31, 2019 | (567,598) | $ 0 | $ 1,046 | 3,497,041 | (4,065,685) |
Balance, shares at Jan. 31, 2020 | 10,460,000 | ||||
Balance, amount at Jan. 31, 2020 | (607,507) | $ 0 | $ 1,046 | 3,500,892 | (4,109,445) |
Imputed Interest | (52,705) | 0 | 0 | (52,705) | 0 |
Net loss | (49,405,874) | $ 0 | $ 0 | (49,405,874) | |
Conversion of common to series B preferred, shares | 500,000 | (5,000,000) | |||
Conversion of common to series B preferred, amount | 0 | $ 50 | $ (500) | 450 | |
Conversion of accounts payable, shares | 246,317 | ||||
Conversion of accounts payable, amount | 1,662,665 | $ 0 | $ 25 | 1,662,640 | |
Issuance of Series A preferred, shares | 150,000 | ||||
Issuance of Series A preferred, amount | 40,137,788 | $ 15 | $ 0 | 40,137,773 | |
Issuance of series B preferred, shares | 150,000 | ||||
Issuance of series B preferred, amount | 6,548,188 | $ 15 | $ 0 | 6,548,173 | |
Interest receivable - related party | 55,232 | 55,232 | |||
Shares issued for service, shares | 153,846 | ||||
Shares issued for service, amount | 1,038,460 | $ 15 | 1,038,445 | ||
Sale of assets | 1,900,000 | 1,900,000 | |||
Warrant exercise, shares | 20,000 | ||||
Warrant exercise, amount | 20,000 | $ 2 | 19,998 | ||
Balance, shares at Oct. 31, 2020 | 800,000 | 5,880,163 | |||
Balance, amount at Oct. 31, 2020 | $ 1,296,247 | $ 80 | $ 588 | $ 54,810,898 | $ (53,515,319) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) | 9 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Cash flows from operating activities: | ||
Net (Loss) | $ (49,405,874) | $ (144,432) |
Adjustments to reconcile net loss to net Cash provided by (used in) operating activities: | ||
Stock based compensation | 49,204,508 | 0 |
Realized gain on investment in cryptocurrency, net | 143,564 | |
Imputed interest | 10,886 | 11,427 |
Decrease (Increase) in: | ||
Accounts payable/receivable to related party, net | (22,845) | 0 |
Accrued interest | 4,449 | (4,169) |
Prepaid expenses and other current assets | (250) | 149 |
Accounts payable | (18,290) | 128,875 |
Interest receivable from related party, net | (55,232) | 0 |
Reserve for settlement accounts | 154,307 | 0 |
Net cash used in operating activities | 15,223 | (8,150) |
Cash flows from financing activities: | ||
Borrowing from (payment to) related party | (5,242) | 8,150 |
Loss from issuance of stock, net | (9,916) | 0 |
Net cash provided by financing activities | (15,158) | 8,150 |
Net change in cash | 65 | 0 |
Cash at beginning of year | 0 | 0 |
Cash as of October 31, | 65 | 0 |
Supplemental Disclosure of Cash Flows Information: | ||
Cash paid for interest | 13 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash Investing and Financing Activities: | ||
Conversion of accounts payable to related party to common stock | 195,316 | 0 |
Conversion of preferred stock to common stock | 0 | 500 |
Issuance of preferred stock for inventory | 15 | 0 |
Conversion of AP with assets held for sale | 0 | 408,166 |
Sale of software to related party | 1,900,000 | 0 |
Repayment to related party via cryptocurrency | $ 218,256 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Oct. 31, 2020 | |
Organization and Basis of Presentation | |
Note 1. Organization and Basis of Presentation | The accompanying unaudited financial statements of OBITX, Inc., (the “Company”, “we”, “our”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany accounts and transactions have been eliminated. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Haute Jobs, LLC, (“HAUTE”), Campaign Pigeon, LLC, (“CAMP”), and altCUBE, Inc., (“altCUBE”). altCUBE was closed on December 31, 2018. HAUTE and CAMP were closed in fiscal year ending January 31, 2020. Description of Business The Company was incorporated in the State of Delaware on March 30, 2017 originally under the name GigeTech, Inc. On October 31, 2017 the Company changed its name to OBITX, Inc., and updated its Articles of Incorporation through unanimous consent of its shareholder, MCIG. The Company is headquartered in Fleming Island, Florida. The Company earned revenue through social media advertising, fees, and services. Under its plan, the Company developed its white label software solution for MCIG under the 420 Cloud brand in support of the cannabis industry. The Company discontinued this operation during the fiscal year ended January 31, 2020. The company is expanding its services and solutions in software development and internet advertising and promotion into the industry of blockchain technologies. On December 10, 2018 OBITX, Inc became a publicly reporting company. The Company began trading under the stock symbol “OBTX” on March 24, 2020. Subsidiaries of the Company The company had three subsidiaries which have all been discontinued. We incorporated Haute Jobs, LLC on May 10, 2018 in the state of Wyoming. We incorporated Campaign Pigeon, LLC on May 10, 2018 in the state of Wyoming. We incorporated altCUBE, Inc., on June 4, 2018 in the state of Wyoming. The subsidiaries were consolidated for the three and nine months ended October 31, 2019. None of the subsidiaries conducted business in the three months and nine months ended October 31, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2020 | |
Summary of Significant Accounting Policies | |
Note 2. Summary of Significant Accounting Policies | Principles of Consolidation The consolidated financial statements include the accounts of the Company, the wholly owned subsidiaries of HAUTE, CAMP, and altCUBE. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant estimates include: revenue recognition; sales returns and other allowances; allowance for doubtful accounts; valuation of inventory; valuation and recoverability of long-lived assets; property and equipment; contingencies; and income taxes. On a regular basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Revenue Recognition Policies We intend to earn revenue from the subscription, non-software related hosted services, term-based and perpetual licensing of software products, associated software maintenance and support plans, consulting services, training, and technical support. On February 1, 2018, we adopted Topic 606, using the modified retrospective transition method applied to those contracts which were not completed as of February 1, 2018. Results for reporting periods beginning after February 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on February 1, 2018. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: · identification of the contract, or contracts, with a customer; · identification of the performance obligations in the contract; · determination of the transaction price; · allocation of the transaction price to the performance obligations in the contract; and · recognition of revenue when, or as, we satisfy a performance obligation. Concentration of Credit Risk and Significant Customers Financial instruments which potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable. The Company places its temporary cash investments with financial institutions insured by the FDIC. Concentrations of credit risk with respect to trade receivables and commodities are limited due to the diverse group of customers to whom the Company provides services to. The Company establishes an allowance for doubtful accounts when events and circumstances regarding the collectability of its receivables or the selling of its commodities warrant based upon factors such as the credit risk of specific customers, historical trends, other information and past bad debt history. The outstanding balances are stated net of an allowance for doubtful accounts. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company may occasionally maintain amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high-quality financial institutions. The Company had $0 in excess of federally insured limits on October 31, 2020, and January 31, 2020. For the nine months ended October 31, 2020 there was $0 in accounts receivable and $0 for the year ended January 31, 2020. Cash and Cash Equivalents The Company includes in cash and cash equivalents all short-term, highly liquid investments that mature within three months of the date of purchase. Cash equivalents consist principally of investments in interest-bearing demand deposit accounts and liquidity funds with financial institutions and are stated at cost, which approximates fair value. For cash management purposes, the company concentrates its cash holdings in an account at Bank of America. The Company had $65 and $0 cash equivalents as of October 31, 2020, or January 31, 2020. Basic and Diluted Net Earnings (Loss) Per Share The Company follows ASC Topic 260 – Earnings Per Share FASB 2015-06, Earnings Per Share Commitments and Contingencies The Company reports and accounts for its commitments and contingencies in accordance with ASC 440 – Commitments ASC 450 – Contingencies |
Going Concern
Going Concern | 9 Months Ended |
Oct. 31, 2020 | |
Going Concern | |
Note 3. Going Concern | The Company’s financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has a limited history, no certainty of continuation can be stated. The accompanying financial statements for the three and nine months ended October 31, 2020 and the year ended January 31, 2020, has been prepared to assume that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has negative cash flow and there are no assurances the Company will generate a profit or obtain positive cash flow. The Company has sustained its solvency through the support of its related parties, which raise substantial doubt about its ability to continue as a going concern. Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time to the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate the revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 31, 2020 | |
Related Party Transactions | |
Note 4. Related Party Transactions | The Company entered a Line of Credit with BOTS, Inc., (formerly known as MCIG, Inc.), for up to $500,000 in funding on November 1, 2016. The Line of Credit terminated on April 30, 2019. It was given at a 0% interest rate and is payable upon termination date with the option to convert the agreement into equity at a 15% discount to the then current market rate. The Line of Credit was reinstated and increased to $1,000,000 on January 1, 2018 and expired January 1, 2020. On August 30, 2020 the Company entered into a settlement agreement with BOTS and paid the debt in full with 27,000,000 BIT tokens. Total payment of BIT tokens equated to $223,479 (see Note 10 - Cryptocurrency Assets). As of October 31, 2020, and January 31, 2020, the amount outstanding on the Line of Credit owed to BOTS was $0 and $218,257, respectively. The imputed interest of this line of credit for the three and nine months (as adjusted for payoff) ended October 31, 2020 was $2,546 and $10,185, respectively. On June 14, 2018 the Company entered a Line of Credit with APO Holdings, LLC for up to $100,000 at any one time. The Line of Credit may be cancelled at any time by either party providing 30 days written notice of cancellation. It was given at a 0.6% monthly interest rate (7.2% annualized interest rate) and may be paid at any time with no definitive payoff date. As of October 31, 2020, and January 31, 2020 the outstanding balance owed on the line of credit was $95,909 and $85,815, respectively. The accrued interest for the nine months ended October 31, 2020 and the year ended January 31, 2020 was $12,865 and $8,412 respectively. The interest expense for the three months and nine months ended October 31, 2020 was $1,495 and $4,451, respectively. On April 17, 2020 the Company, issued 50,000 shares of Series A Preferred Stock to Epic Industry Corp and 100,000 shares of Series A Preferred Stock to Overwatch Partners, Inc for par value ($0.0001) for a total receipt of $15 paid by Epic Industry Corp. The Agreement was originally between the Company and Epic Industry Corp. The 100,000 shares of Series A Preferred was issued to Overwatch Partners at the discretion of Michael Hawkins, the sole owner of Epic Industry Corp. The Company’s CEO is 50% owner of Overwatch Partners. The issuance represents 33% of the Company’s stock on a fully diluted basis and 68% of voting control of the Company. (See Note 5 – Stockholder’s Equity – Preferred Stock). The Company valued the stock under ASC 820 utilizing the Option Pricing Method to value conversion rights, and the Market Approach to value the voting control. The issuance of stock’s recorded value was $40,137,788. On April 17, 2020 the Company issued 150,000 shares of Series B Preferred Stock to Paul Rosenberg in exchange for 60 cryptocurrency ATM machines, which the Company believes has no retail or book value. The issuance represents 7% of the Company’s stock on a fully diluted basis. (See Note 5 – Stockholder’s Equity – Preferred Stock). The Company valued the stock under ASC 820 utilizing the Option Pricing Method to value conversion rights, and the Market Approach to value the voting control. The issuance of stock’s recorded value was $6,548,188. During the nine months ending October 31, 2020 Overwatch Partners paid multiple different expenses on behalf of the Company, which the Company treats as an accounts payable to related party. The total amount owed by the Company to Overwatch Partners as of October 31, 2020 was $36,334. The imputed interest of this outstanding balance for the three and nine months ended October 31, 2020 was $460 and $701 respectively. On April 22, 2020 the Company converted $104,988 outstanding accounts payable to Paul Rosenberg into 130,128 shares of common stock of the company at $0.75 per share. (See Note 5. Stockholder’s Equity) On April 29, 2020 the Company converted 5,000,000 shares of common stock owned by MCIG, Inc., into 500,000 shares of Series B Preferred stock. MCIG is restricted from converting the Series B Preferred stock into common stock for a period of 24 months from the conversion. There was no gain or loss on conversion due to conversion terms (see Note 5). On May 13, 2020 the Company sold its 420 Cloud Software to First Bitcoin Capital, Inc., for the purchase price of $1,900,000. The $1,900,000 was paid through the transfer of $500,000 in BIT cryptocurrency and a $1,400,000 convertible promissory note. The Company received 122,968,776.18 BIT tokens at the price of $0.004066098 per token. The convertible promissory note has a simple interest fee of 9% per year and may be converted into First Bitcoin Capital Corp stock at a 10% discount to market or in additional BIT cryptocurrency tokens. The Note has no expiration date. The convertible note receivable is currently convertible into stock however, the liquidity of the stock on the exchange is inadequate for liquidation. The Company has reclassified $154,307 of accounts payable – related party as a reserve for settlement – related party. The Company has reclassified this debt as management believes the fees represented by this amount that are due to the former CEO and several employees who worked directly for the former CEO in other projects are not due. Furthermore, if the fees were due, we believe we have offsetting transactions owed the Company by the former CEO. The Company has not proceeded with any legal actions at this time against the former CEO. We will continue to seek settlement of this amount allegedly owed. |
Stockholders Equity
Stockholders Equity | 9 Months Ended |
Oct. 31, 2020 | |
Stockholders Equity | |
Note 5. Stockholders Equity | Common Stock As of October 31, 2020 and January 31, 2020, the Company had 200,000,000 common shares authorized, with 5,880,163 and 10,460,000 common shares at a par value of $0.0001 issued and outstanding, respectively. On April 22, 2020 the Company converted the following accounts payable into shares of common stock at the rate of $0.75 per share. Based upon the stock price of $6.75 on April 22, 2020 the Company recorded the following stock-based compensation as part of the accounts payable conversion action: Name AP Balance Shares Issued FMV Stock Based Compensation Paul Rosenberg $ 104,988 130,128 $ 878,364 $ 773,377 Brandy Craig 68,995 88,455 597,071 528,076 Law Offices of Carl G Hawkins 6,333 8,504 57,402 51,069 Thomas G Amon 15,000 19,230 129,803 114,803 Total $ 195,316 246,317 $ 1,662,640 $ 1,467,325 On April 17, 2020 the Company issued 153,846 shares of common stock to Andrus Nomm in settlement of any potential liabilities the Company had due to the termination of his employment agreement. The common stock was booked as stock-based compensation in the amount of $1,038,446. On September 1, 2020 the Law Offices of Carl G. Hawkins elected to exercise 20,000 common shares under its warrant at the price of $1.00 per share. The payment was offset by accounts payable. Preferred Stock Series A Preferred As of October 31, 2020 and January 31, 2020, the company had 1,000,000 Series A Preferred shares, par value $0.0001, authorized, with 150,000 and 0 Series A Preferred shares issued and outstanding, respectively. The Series A Preferred stock converts into common stock after 2 years since its issuance. The conversion rate for every 1 share of Series A Preferred stock is 50 shares of common stock. The Series A Preferred stock votes 1,000 shares of common stock for every 1 share. Each share of Series A Preferred stock votes 1,000 shares of common stock, has no redemption rights, receives no dividends and has preference in dissolution over Common Stock. During the nine months ending October 31, 2020 the Company sold 150,000 shares of Series A Preferred Stock to Epic Industry Corp at par value for a total payment of $15. Epic Industry Corp, through its sole shareholder directed the Company to issue 100,000 shares of Series A Preferred stock to Overwatch Partners, Inc., with the remaining 50,000 shares to Epic Industry Corp. The Company recorded the transaction at FMV of $40,137,788 with the difference assigned as stock-based compensation. The Company valued the stock under ASC 820 utilizing the Option Pricing Method to value conversion rights, and the Market Approach to value the voting control. Series B Preferred As of October 31, 2020 and January 31, 2020, the company had 1,000,000 Series B Preferred shares, par value $0.0001, authorized, with 650,000 and 0 Series B Preferred shares issued and outstanding, respectively. The conversion rate for every 1 share of Series B Preferred stock is 10 shares of common stock. Each share of Series B Preferred stock votes 50 shares of common stock, has no redemption rights, receives no dividends and has preference in dissolution over Common Stock and Series A Preferred. During the nine months ending October 31, 2020 the Company issued 150,000 shares of Series B Preferred stock to Paul Rosenberg in exchange for 60 cryptocurrency ATM machines. Par value of $15 was recorded as inventory with the FMV of $6,548,188 minus the par value being recorded as stock-based compensation. The Company valued the stock under ASC 820 utilizing the Option Pricing Method to value conversion rights, and the Market Approach to value the voting control. BOTS, Inc., (formerly known as MCIG, Inc.) converted 5,000,000 of its common shares into 500,000 shares of Series B Preferred stock. The conversion was according to the terms of the Series B Preferred stock and as such there was no gain or loss on the transaction. BOTS may not convert the Series B Preferred shares into common shares until 24 months have expired from the transaction. |
Basic Income per Share
Basic Income per Share | 9 Months Ended |
Oct. 31, 2020 | |
Basic Income per Share | |
Note 6. Basic Income per Share | Basic Income Per Share For the three months ended For the nine months ended October 31, October 31, 2020 2019 2020 2019 Basic and diluted (loss) per share: Income (Loss) per share from continuing operations $ (0.10 ) $ (0.00 ) $ (6.97 ) $ (0.02 ) Income (Loss) per share - discontinued $ (0.00 ) $ (0.01 ) $ (0.00 ) $ (0.02 ) Weighted average shares outstanding - basic 5,872,554 10,460,000 7,156,979 10,460,000 The computation of basic loss per common share is based on the weighted average number of shares outstanding during the period. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Oct. 31, 2020 | |
Discontinued Operations | |
Note 7. Discontinued Operations | On January 31, 2020 the company impaired the 420Cloud software, which was made effective on January 31, 2018. The Company recognized the following revenue (expense) from its discontinued operations for nine months ended October 31: 2020 2019 Other income (loss) $ - $ 8,497 Total income (expense) from discontinued operations $ - $ 8,497 |
Warrants
Warrants | 9 Months Ended |
Oct. 31, 2020 | |
Warrants | |
Note 8. Warrants | On November 1, 2017 the Company issued 7 warrants to officers, directors, and investors for the purchase of up to 3,000,000 shares of common stock at $1.00 per share. The warrants expire on November 1, 2022 at 5:00 PM Eastern Standard Time. The warrants contain participation rights to any registration statement filed by the Company. The Holder shall not be entitled to exercise their Warrant when the number of shares exercised by the Warrant Holder would cause the Holder to exceed 4.99% of the total outstanding common stock. A summary of warrant activity for three and nine months ended October 31, 2020 is as follows: Weighted Average Conversion Shares Price Warrants outstanding at January 31, 2020 3,000,000 $ 1.00 Exercised 20,000 $ 1.00 Granted - $ 1.00 Cancelled 250,000 $ 1.00 Warrants outstanding at July 31, 2020 2,730,000 $ 1.00 |
Sale of Assets to Related Party
Sale of Assets to Related Party | 9 Months Ended |
Oct. 31, 2020 | |
Sale of Assets to Related Party | |
Note 9. Sale of Assets to Related Party | On May 13, 2020 the Company sold its 420 Cloud Software to First Bitcoin Capital, Inc., for the purchase price of $1,900,000. The $1,900,000 was paid through the transfer of $500,000 in BIT cryptocurrency and a $1,400,000 convertible promissory note. The Company received 122,968,776.18 BIT tokens at the price of $0.004066098 per token. The convertible promissory note has a simple interest fee of 9% per year and may be converted into First Bitcoin Capital Corp stock at a 10% discount to market or in additional BIT cryptocurrency tokens. The Note has no expiration date. The convertible note receivable is currently convertible into stock that is thinly traded on the OTC Markets and since it was related party the credit is to equity. |
Cryptocurrency Assets
Cryptocurrency Assets | 9 Months Ended |
Oct. 31, 2020 | |
Cryptocurrency Assets | |
Note 10. Cryptocurrency Assets | During the three months ended October 31, 2020 the Company started transacting business with cryptocurrency assets. The Company records the asset as an Intangible Asset with Infinite Life. We classify cryptocurrency that have a market value and substantial liquidity as Current Intangible Assets. Cryptocurrency that do not trade on a market or have limited liquidity as classified as Non-current Intangible Assets. The following chart shows our cryptocurrency assets held for the three and nine months ended October 31, 2020: OBITX Cryptocurrency Holdings Current Assets Coin Symbol Quantity Cost Basis FMV HEX 15,681,861 40,083 143,630 Total for period ending 10/31/20 40,083 143,630 Non-Current Assets Coin Symbol Quantity Cost Basis FMV PRES 2,000,000 14,917 19,675 BIT 20,720,420 82,885 235,260 Total for period ending 10/31/20 97,802 254,935 During the three months ended October 31, 2020 the Company expended the following cryptocurrency. We recognized revenue for the amount of the transaction above the cost basis in which we had a definitive agreement. Additionally, in accordance with IRS policies and standards for transacting with cryptocurrencies, we allocated the price of the cryptocurrency on the date the transaction occurred. Where the transferred amount exceeded the cost basis, we recognized revenue and when the cost basis was below the cost basis we recorded a reduction to revenue. OBITX Cryptocurrency Holdings From/TO Quantity (BIT) Cost Basis Fair Value Revenue Overwatch 700,000 $ (2,111 ) $ 5,921 $ 3,811 Overwatch 43,038,800 (175,000 ) 364,065 189,065 Paul Rosenberg 30,742,000 (125,000 ) 254,452 129,452 Andrus Nomm 2,766,780 (11,250 ) 22,901 11,651 BOTS 27,000,000 (109,785 ) 223,479 113,694 Total for period ending 10/31/20 $ 447,673 |
Non-GAAP Accounting and GAAP Re
Non-GAAP Accounting and GAAP Reconciliation - Net Income and EBITDA | 9 Months Ended |
Oct. 31, 2020 | |
Non-GAAP Accounting and GAAP Reconciliation - Net Income and EBITDA | |
Note 11. Non-GAAP Accounting and GAAP Reconciliation - Net Income and EBITDA | The Company reports all financial information required in accordance with generally accepted accounting principles (GAAP). The Company believes, however, that evaluating its ongoing operating results will be enhanced if it also discloses certain non-GAAP information because it is useful to understand OBITX’s performance that many investors believe may obscure OBITX’s ongoing operational results. For example, OBITX uses non-GAAP net income (Adjusted Net Income), which excludes stock-based compensation, amortization of acquired intangible assets, impairment of intangible assets, costs from acquisitions, restructurings and other infrequently occurring items, non-cash deferred tax provision and litigation and related settlement costs. OBITX uses EBITDA and Adjusted Net Income, which adjusts net income (loss) for amortization of intangible assets, impairment of intangible assets, stock-based compensation, costs related to acquisitions, restructuring and other infrequently occurring items, settlement of litigation, gains or losses on dispositions, pro forma adjustments to exclude lines of business that have been acquired during the periods presented, current cash tax provision, depreciation, and interest expense (income), net. The company believes that excluding certain costs from Adjusted Net Income and EBITDA provides a meaningful indication to investors of the expected on-going operating performance of the company. Whenever OBITX uses such historical non-GAAP financial measures, it provides a reconciliation of historical non-GAAP financial measures to the most closely applicable GAAP financial measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these historical non-GAAP financial measures to their most directly comparable GAAP financial measure. The following tables reflect the non-GAAP Consolidated Statements of Operations for the three and nine months ended October 31, 2020 and 2019, respectively. For the three months ended For the nine months ended October 31, October 31, 2020 2019 2020 2019 Revenue from services $ 701,709 $ - $ 2,629,325 $ - Total cost of sales 447,672 - 447,672 - Gross income $ 254,037 $ - $ 2,181,653 $ - Selling, general, and administrative 520 460 (3,290 ) 1,847 Professional fees 25,135 - 64,723 5,257 Rent 1,176 3,007 1,960 3,421 Consultant fees 45,360 42,000 79,360 126,000 Total operating expenses 72,191 45,467 142,753 136,525 Net loss from operations 181,846 (45,467 ) 2,038,900 (136,525 ) Other income (expense) - - - - Gain on use of cryptocurrency assets - - - - Net (loss) before discontinued operations $ 181,846 $ (45,467 ) $ 2,038,900 $ (136,525 ) Income (expense) from discontinued operations $ - $ - $ - $ - Net (loss) $ 181,846 $ (45,467 ) $ 2,038,900 $ (136,525 ) Basic and diluted (loss) per share: Income (Loss) per share from continuing operations $ 0.03 $ (0.00 ) $ 0.30 $ (0.02 ) Income (Loss) per share - discontinued $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.02 ) Weighted average shares outstanding - basic 5,863,644 $ 10,460,000 6,889,892 $ 8,811,648 The following table is a reconciliation of the EBITDA and Adjusted Net Income (non-GAAP measures) to the Net Income with the GAAP Consolidated Statements of Operation for the three and nine months ended October 31, 2020 and 2019, respectively. Adjusted Net Income Reconciliation For the three months ended For the nine months ended October 31, October 31, 2020 2019 2020 2019 CONSOLIDATED STATEMENT OF OPERATIONS: Net Income (Loss) $ (139,569 ) $ (40,769 ) $ (49,406,676 ) $ (144,432 ) Interest 2,605 - 21,458 21,102 Depreciation and amortization - - - - EBITDA $ (136,964 ) $ (40,769 ) $ (49,385,218 ) $ (123,330 ) Stock based compensation - - 49,204,508 - Cryptocurrency gains (IFRS guidelines) 164,503 - 164,503 - Gains not in ordinary course of business - - 1,900,000 - Adjustments for settlement reserves 154,307 - 154,307 - Adjustment for discontinued operations - (4,698 ) 800 (13,195 ) Adjusted net income $ 181,846 $ (45,467 ) $ 2,038,900 $ (136,525 ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 31, 2020 | |
Commitments and Contingencies | |
Note 12. Commitments and Contingencies | The Company reports and accounts for its commitments and contingencies in accordance with ASC 440 – Commitments ASC 450 – Contingencies |
Explanation of Our Restatement
Explanation of Our Restatement | 9 Months Ended |
Oct. 31, 2020 | |
Explanation of Our Restatement | |
Note 13. Explanation of Our Restatement | The Company is filing a restatement of its three and nine month Statements of Operations for the period ending October 31, 2019, which was filed with the Securities and Exchange Commission (“SEC”) on March 24, 2020 (the “Original Report”). The financial statements contained in our Quarterly Report on Form 10-Q for the period ended October 31, 2019 require restatement in order to correct the presentation of amortization of the software as a cost of good that had been previously impaired. In addition, certain other expenses were adjusted accordingly with a realization of income from discontinued operations added. The changes in our consolidated Statements of Operations are summarized, below. For the three months ended For the nine months ended October 31, 2019 October 31, 2019 Original Change Restated Original Change Restated Depreciation expense $ (121,159 ) $ 121,159 $ - $ (363,477 ) $ 363,477 $ - Total cost of sales (121,159 ) 121,159 - (363,477 ) 363,477 - Gross loss $ (121,159 ) $ 121,159 $ - $ (363,477 ) $ 363,477 $ - Selling, general, and administrative 711 (251 ) 460 5,272 17,677 22,949 Professional fees - - - 5,256 1 5,257 Rent - 3,007 3,007 - 3,421 3,421 Consultant fees 42,000 - 42,000 126,000 - 126,000 Bad debt expense - - - 4,500 (4,500 ) - Amortization & depreciation expense 646 (646 ) - 1,938 (1,938 ) - Total operating expenses $ 43,457 $ 2,010 $ 45,467 $ 142,966 $ 14,661 $ 157,627 Net loss from operations $ (164,516 ) $ 119,049 $ (45,467 ) $ (506,443 ) $ 348,816 $ (157,627 ) Other income (expense) (1 ) 1 - - - - Net income (loss) before discontinued operations $ (164,517 ) $ 119,050 $ (45,467 ) $ (506,443 ) $ 348,816 $ (157,627 ) Income from discontinued operations - 4,698 4,698 - 13,195 13,195 Net loss $ (164,517 ) $ 119,050 $ (40,769 ) $ (506,443 ) $ 362,011 $ (144,432 ) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2020 | |
Subsequent Events | |
Note 14. Subsequent Events | On December 5, 2020 the Law Offices of Carl G Hawkins elected to exercise a portion of his warrant where 20,000 shares of common stock were issued for the reduction of $20,000 in debt. Concurrently, Epic Industry Corp elected to exercise a portion of its warrant where 35,000 shares of common stock was issued for the reduction of $35,000 in accounts payable to related party. On December 5, 2020 APO Holdings, LLC converted its outstanding debt in the amount of $97,404.16 at $2.50 per share for a total of 38,962 common shares. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2020 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company, the wholly owned subsidiaries of HAUTE, CAMP, and altCUBE. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant estimates include: revenue recognition; sales returns and other allowances; allowance for doubtful accounts; valuation of inventory; valuation and recoverability of long-lived assets; property and equipment; contingencies; and income taxes. On a regular basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Revenue Recognition Policies | We intend to earn revenue from the subscription, non-software related hosted services, term-based and perpetual licensing of software products, associated software maintenance and support plans, consulting services, training, and technical support. On February 1, 2018, we adopted Topic 606, using the modified retrospective transition method applied to those contracts which were not completed as of February 1, 2018. Results for reporting periods beginning after February 1, 2018 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on February 1, 2018. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: · identification of the contract, or contracts, with a customer; · identification of the performance obligations in the contract; · determination of the transaction price; · allocation of the transaction price to the performance obligations in the contract; and · recognition of revenue when, or as, we satisfy a performance obligation. |
Concentration of Credit Risk and Significant Customers | Financial instruments which potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable. The Company places its temporary cash investments with financial institutions insured by the FDIC. Concentrations of credit risk with respect to trade receivables and commodities are limited due to the diverse group of customers to whom the Company provides services to. The Company establishes an allowance for doubtful accounts when events and circumstances regarding the collectability of its receivables or the selling of its commodities warrant based upon factors such as the credit risk of specific customers, historical trends, other information and past bad debt history. The outstanding balances are stated net of an allowance for doubtful accounts. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company may occasionally maintain amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high-quality financial institutions. The Company had $0 in excess of federally insured limits on October 31, 2020, and January 31, 2020. For the nine months ended October 31, 2020 there was $0 in accounts receivable and $0 for the year ended January 31, 2020. |
Cash and Cash Equivalents | The Company includes in cash and cash equivalents all short-term, highly liquid investments that mature within three months of the date of purchase. Cash equivalents consist principally of investments in interest-bearing demand deposit accounts and liquidity funds with financial institutions and are stated at cost, which approximates fair value. For cash management purposes, the company concentrates its cash holdings in an account at Bank of America. The Company had $65 and $0 cash equivalents as of October 31, 2020, or January 31, 2020. |
Basic and Diluted Net Earnings (Loss) Per Share | The Company follows ASC Topic 260 – Earnings Per Share FASB 2015-06, Earnings Per Share |
Commitments and Contingencies | The Company reports and accounts for its commitments and contingencies in accordance with ASC 440 – Commitments ASC 450 – Contingencies |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Stockholders Equity | |
Schedule of Stock Based Compensation | Name AP Balance Shares Issued FMV Stock Based Compensation Paul Rosenberg $ 104,988 130,128 $ 878,364 $ 773,377 Brandy Craig 68,995 88,455 597,071 528,076 Law Offices of Carl G Hawkins 6,333 8,504 57,402 51,069 Thomas G Amon 15,000 19,230 129,803 114,803 Total $ 195,316 246,317 $ 1,662,640 $ 1,467,325 |
Basic Income per Share (Tables)
Basic Income per Share (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Basic Income per Share | |
Schedule of Basic Income Per Share | For the three months ended For the nine months ended October 31, October 31, 2020 2019 2020 2019 Basic and diluted (loss) per share: Income (Loss) per share from continuing operations $ (0.10 ) $ (0.00 ) $ (6.97 ) $ (0.02 ) Income (Loss) per share - discontinued $ (0.00 ) $ (0.01 ) $ (0.00 ) $ (0.02 ) Weighted average shares outstanding - basic 5,872,554 10,460,000 7,156,979 10,460,000 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Discontinued Operations | |
Schedule of Discontinued Operations | 2020 2019 Other income (loss) $ - $ 8,497 Total income (expense) from discontinued operations $ - $ 8,497 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Warrants (Tables) | |
Schedule of warrant activity | Weighted Average Conversion Shares Price Warrants outstanding at January 31, 2020 3,000,000 $ 1.00 Exercised 20,000 $ 1.00 Granted - $ 1.00 Cancelled 250,000 $ 1.00 Warrants outstanding at July 31, 2020 2,730,000 $ 1.00 |
Cryptocurrency Assets (Tables)
Cryptocurrency Assets (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Cryptocurrency Assets | |
Schedule of cryptocurrency assets | OBITX Cryptocurrency Holdings Current Assets Coin Symbol Quantity Cost Basis FMV HEX 15,681,861 40,083 143,630 Total for period ending 10/31/20 40,083 143,630 Non-Current Assets Coin Symbol Quantity Cost Basis FMV PRES 2,000,000 14,917 19,675 BIT 20,720,420 82,885 235,260 Total for period ending 10/31/20 97,802 254,935 |
Schedule of cryptocurrency recognized revenue | OBITX Cryptocurrency Holdings From/TO Quantity (BIT) Cost Basis Fair Value Revenue Overwatch 700,000 $ (2,111 ) $ 5,921 $ 3,811 Overwatch 43,038,800 (175,000 ) 364,065 189,065 Paul Rosenberg 30,742,000 (125,000 ) 254,452 129,452 Andrus Nomm 2,766,780 (11,250 ) 22,901 11,651 BOTS 27,000,000 (109,785 ) 223,479 113,694 Total for period ending 10/31/20 $ 447,673 |
Non-GAAP Accounting and GAAP _2
Non-GAAP Accounting and GAAP Reconciliation - Net Income and EBITDA (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Non-GAAP Accounting and GAAP Reconciliation - Net Income and EBITDA | |
Schedule of Statements of Operations | For the three months ended For the nine months ended October 31, October 31, 2020 2019 2020 2019 Revenue from services $ 701,709 $ - $ 2,629,325 $ - Total cost of sales 447,672 - 447,672 - Gross income $ 254,037 $ - $ 2,181,653 $ - Selling, general, and administrative 520 460 (3,290 ) 1,847 Professional fees 25,135 - 64,723 5,257 Rent 1,176 3,007 1,960 3,421 Consultant fees 45,360 42,000 79,360 126,000 Total operating expenses 72,191 45,467 142,753 136,525 Net loss from operations 181,846 (45,467 ) 2,038,900 (136,525 ) Other income (expense) - - - - Gain on use of cryptocurrency assets - - - - Net (loss) before discontinued operations $ 181,846 $ (45,467 ) $ 2,038,900 $ (136,525 ) Income (expense) from discontinued operations $ - $ - $ - $ - Net (loss) $ 181,846 $ (45,467 ) $ 2,038,900 $ (136,525 ) Basic and diluted (loss) per share: Income (Loss) per share from continuing operations $ 0.03 $ (0.00 ) $ 0.30 $ (0.02 ) Income (Loss) per share - discontinued $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.02 ) Weighted average shares outstanding - basic 5,863,644 $ 10,460,000 6,889,892 $ 8,811,648 |
Schedule of adjusted net income reconciliation | Adjusted Net Income Reconciliation For the three months ended For the nine months ended October 31, October 31, 2020 2019 2020 2019 CONSOLIDATED STATEMENT OF OPERATIONS: Net Income (Loss) $ (139,569 ) $ (40,769 ) $ (49,406,676 ) $ (144,432 ) Interest 2,605 - 21,458 21,102 Depreciation and amortization - - - - EBITDA $ (136,964 ) $ (40,769 ) $ (49,385,218 ) $ (123,330 ) Stock based compensation - - 49,204,508 - Cryptocurrency gains (IFRS guidelines) 164,503 - 164,503 - Gains not in ordinary course of business - - 1,900,000 - Adjustments for settlement reserves 154,307 - 154,307 - Adjustment for discontinued operations - (4,698 ) 800 (13,195 ) Adjusted net income $ 181,846 $ (45,467 ) $ 2,038,900 $ (136,525 ) |
Explanation of our Restatement
Explanation of our Restatement (Tables) | 9 Months Ended |
Oct. 31, 2020 | |
Explanation of Our Restatement | |
Schedule of explanation of restatement | For the three months ended For the nine months ended October 31, 2019 October 31, 2019 Original Change Restated Original Change Restated Depreciation expense $ (121,159 ) $ 121,159 $ - $ (363,477 ) $ 363,477 $ - Total cost of sales (121,159 ) 121,159 - (363,477 ) 363,477 - Gross loss $ (121,159 ) $ 121,159 $ - $ (363,477 ) $ 363,477 $ - Selling, general, and administrative 711 (251 ) 460 5,272 17,677 22,949 Professional fees - - - 5,256 1 5,257 Rent - 3,007 3,007 - 3,421 3,421 Consultant fees 42,000 - 42,000 126,000 - 126,000 Bad debt expense - - - 4,500 (4,500 ) - Amortization & depreciation expense 646 (646 ) - 1,938 (1,938 ) - Total operating expenses $ 43,457 $ 2,010 $ 45,467 $ 142,966 $ 14,661 $ 157,627 Net loss from operations $ (164,516 ) $ 119,049 $ (45,467 ) $ (506,443 ) $ 348,816 $ (157,627 ) Other income (expense) (1 ) 1 - - - - Net income (loss) before discontinued operations $ (164,517 ) $ 119,050 $ (45,467 ) $ (506,443 ) $ 348,816 $ (157,627 ) Income from discontinued operations - 4,698 4,698 - 13,195 13,195 Net loss $ (164,517 ) $ 119,050 $ (40,769 ) $ (506,443 ) $ 362,011 $ (144,432 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | Jan. 31, 2020 | |
Summary of Significant Accounting Policies | |||||
Accounts receivable, net | $ 0 | $ 0 | $ 0 | ||
Cash equivalents | 65 | 65 | 0 | ||
Loss on contingencies | 0 | $ 0 | 0 | $ 0 | |
Federally insured limit | 250,000 | 250,000 | |||
FCID Limit, excess | $ 0 | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Apr. 17, 2020 | Oct. 31, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | Jan. 31, 2020 | Apr. 29, 2020 | Apr. 22, 2020 | Jan. 30, 2020 | Nov. 01, 2016 | |
Imputed interest | $ (52,705) | $ 11,427 | |||||||
Due to Related Party | $ 95,909 | 95,909 | $ 304,072 | ||||||
Shares Issued, conversions, amount | $ 0 | $ 500 | |||||||
Line of Credit | |||||||||
Date of Agreement | Nov. 1, 2016 | ||||||||
Line of Credit, Capicity | 1,000,000 | $ 1,000,000 | $ 500,000 | ||||||
Line of Credit, Interest Rate | 0.00% | ||||||||
Line of Credit, Discount rate | 15.00% | ||||||||
Interest Expense | 2,546 | $ 10,185 | |||||||
Line of Credit, Termination Date | Jan. 1, 2020 | ||||||||
Line of Credit 2 [Member] | |||||||||
Line of Credit, Current | 95,909 | $ 95,909 | $ 85,815 | ||||||
Date of Agreement | Jun. 14, 2018 | ||||||||
Line of Credit, Capicity | 100,000 | $ 100,000 | |||||||
Line of Credit, Interest Rate | 0.60% | ||||||||
Interest Expense | 1,495 | $ 4,451 | |||||||
Line of Credit, Accured Interest | $ 12,865 | 8,412 | |||||||
Contract Agreement 3 | |||||||||
Date of Agreement | Apr. 17, 2020 | ||||||||
Series B Preferred Stock, Shares Issued | 150,000 | ||||||||
Issuance represents rate | 7.00% | ||||||||
Series B Preferred Stock, Fair Market Value | $ 6,548,188 | ||||||||
Share Issuance 9 | |||||||||
Common stock, par value | $ 0.75 | ||||||||
Shares Issued, conversions, shares | 130,128 | ||||||||
Shares Issued, conversions, amount | $ 104,988 | ||||||||
BOTS [Member] | |||||||||
Line of Credit, Current | 0 | 0 | $ 218,257 | ||||||
Fair value of debt | 223,479 | 223,479 | |||||||
Overwatch Partners, Inc [Member] | |||||||||
Imputed interest | 460 | 701 | |||||||
Due to Related Party | $ 36,334 | 36,334 | |||||||
Issuane of preferred stock | $ 100,000 | ||||||||
Agreement description | The 100,000 shares of Series A Preferred was issued to Overwatch Partners at the discretion of Michael Hawkins, the sole owner of Epic Industry Corp. The Company's CEO is 50% owner of Overwatch Partners. The issuance represents 33% of the Company's stock on a fully diluted basis and 68% of voting control of the Company. | ||||||||
Preferred stock, par value | $ 0.0001 | ||||||||
Epic Industry Corp [Member] | Sale Of Preferred Stock 1 [Member] | |||||||||
Series A Preferred stock, value | $ 15 | ||||||||
Preferred stock series A, shares issued | 50,000 | ||||||||
Series A Preferred stock, sale, FMV | $ 40,137,788 | $ 40,137,788 | 40,137,788 | ||||||
Former CEO [Member] | |||||||||
Accouints payable | $ 154,307 | 154,307 | |||||||
First Bitcoin Capital Inc. [Member] | May 13, 2020 [Member] | |||||||||
Purchase Price | $ 1,900,000 | ||||||||
Purchase Price Disclosure | The $1,900,000 was paid through the transfer of $500,000 in BIT cryptocurrency and a $1,400,000 convertible promissory note. The Company received 122,968,776.18 BIT tokens at the price of $0.004066098 per token. The convertible promissory note has a simple interest fee of 9% per year and may be converted into First Bitcoin Capital Corp stock at a 10% discount to market or in additional BIT cryptocurrency tokens. | ||||||||
MCIG, Inc [Member] | Series B Preferred Stock [Member] | |||||||||
Common stock, shares converted | 5,000,000 | ||||||||
Convertible preferred stock | 500,000 |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) | 9 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Stock Based Compensation | $ 49,204,508 | $ 0 |
Paul Rosenberg [Member] | ||
Conversion of accounts payable to common stock | $ 104,988 | |
Conversion of accounts payable, shares | 130,128 | |
Fair Market Value | $ 878,364 | |
Stock Based Compensation | 773,377 | |
Brandy Craig [Member] | ||
Conversion of accounts payable to common stock | $ 68,995 | |
Conversion of accounts payable, shares | 88,455 | |
Fair Market Value | $ 597,071 | |
Stock Based Compensation | 528,076 | |
Law Offices of Carl G Hawkins [Member] | ||
Conversion of accounts payable to common stock | $ 6,333 | |
Conversion of accounts payable, shares | 8,504 | |
Fair Market Value | $ 57,402 | |
Stock Based Compensation | 51,069 | |
Thomas G Amon [Member] | ||
Conversion of accounts payable to common stock | $ 15,000 | |
Conversion of accounts payable, shares | 19,230 | |
Fair Market Value | $ 129,803 | |
Stock Based Compensation | 114,803 | |
Total [Member] | ||
Conversion of accounts payable to common stock | $ 195,316 | |
Conversion of accounts payable, shares | 246,317 | |
Fair Market Value | $ 1,662,640 | |
Stock Based Compensation | $ 1,467,325 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | Sep. 01, 2020 | Apr. 17, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | Apr. 22, 2020 | Jan. 31, 2020 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 5,880,163 | 10,460,000 | ||||
Common stock, shares outstanding | 5,880,163 | 10,460,000 | ||||
Preferred stock, description | The Series A Preferred stock converts into common stock after 2 years since its issuance. The conversion rate for every 1 share of Series A Preferred stock is 50 shares of common stock. The Series A Preferred stock votes 1,000 shares of common stock for every 1 share. Each share of Series A Preferred stock votes 1,000 shares of common stock, has no redemption rights, receives no dividends and has preference in dissolution over Common Stock. | |||||
stock-based compensation | $ 49,204,508 | $ 0 | ||||
Share Issuance [Member] | ||||||
Stock price | $ 6.75 | |||||
Common stock, par value | $ 0.75 | |||||
Overwatch Partners, Inc [Member] | ||||||
Issuane of preferred stock | 100,000 | |||||
Andrus Nomm [Member] | ||||||
Common stock, shares issued | 153,846 | |||||
stock-based compensation | $ 1,038,446 | |||||
Sale Of Preferred Stock 1 [Member] | Epic Industry Corp [Member] | ||||||
Series B Preferred stock, shares issued | 50,000 | |||||
Series A Preferred stock, sale, FMV | $ 40,137,788 | $ 40,137,788 | ||||
Series A Preferred stock, value | $ 15 | |||||
Series B Preferred Stock [Member] | ||||||
Preferred stock, description | The conversion rate for every 1 share of Series B Preferred stock is 10 shares of common stock. Each share of Series B Preferred stock votes 50 shares of common stock, has no redemption rights, receives no dividends and has preference in dissolution over Common Stock and Series A Preferred. | |||||
Series B Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Series B Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Series B Preferred stock, shares issued | 650,000 | 0 | ||||
Series B Preferred stock, shares outstanding | 650,000 | 0 | ||||
Series B Preferred Stock [Member] | Preferred Stock Issuance | ||||||
Series B Preferred stock, par value | $ 15 | |||||
Series B Preferred stock, shares issued | 150,000 | |||||
Series B Preferred stock, sale, FMV | $ 6,548,188 | |||||
Series A Preferred Stock [Member] | ||||||
Series B Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Series B Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Series B Preferred stock, shares issued | 150,000 | 0 | ||||
Series B Preferred stock, shares outstanding | 150,000 | 0 | ||||
Series A Preferred Stock [Member] | Preferred Stock Issuance | ||||||
Series A Preferred stock, value | $ 15 | |||||
Sale of preferred stock | 150,000 | |||||
Carl G. Hawkins [Member] | ||||||
Common stock, par value | $ 1 | $ 0.0001 | ||||
Common shares exercised | 20,000 | |||||
BOTS, Inc [Member] | Series B Preferred Stock [Member] | ||||||
Convertible preferred stock | 500,000 | |||||
Common stock, shares converted | 5,000,000 |
Basic Income per Share (Details
Basic Income per Share (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Basic and diluted (loss) per share: | ||||
Income (Loss) per share from continuing operations | $ (0.10) | $ 0 | $ (6.97) | $ (0.02) |
Income (Loss) per share - discontinued | $ 0 | $ (0.01) | $ 0 | $ (0.02) |
Weighted average shares outstanding - basic | 5,872,554 | 10,460,000 | 7,156,979 | 10,460,000 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 9 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Discontinued Operations | ||
Other income (loss) | $ 0 | $ 8,497 |
Total income (expense) from discontinued operations | $ 0 | $ 8,497 |
Warrants (Details)
Warrants (Details) | 9 Months Ended |
Oct. 31, 2020$ / sharesshares | |
Warrants (Tables) | |
Warrants outstanding shares, Beginning | shares | 3,000,000 |
Exercised, shares | shares | 20,000 |
Granted, shares | shares | |
Cancelled, shares | shares | 250,000 |
Warrants outstanding shares, Ending | shares | 2,730,000 |
Warrants outstanding weighted average conversion price, Beginning | $ / shares | $ 1 |
weighted average conversion price, Exercised | $ / shares | 1 |
Weighted average conversion price, Granted | $ / shares | 1 |
Weighted average conversion price, Cancelled | $ / shares | 1 |
Warrants outstanding weighted average conversion price, Ending | $ / shares | $ 1 |
Warrants (Details Narrative)
Warrants (Details Narrative) - Warrant Issuance [Member] | 9 Months Ended |
Oct. 31, 2020$ / sharesshares | |
Date of Issuance | Nov. 1, 2017 |
Date of expire | Nov. 1, 2022 |
Warrants Issued | shares | 3,000,000 |
Exercise price | $ / shares | $ 1 |
Warrant description | The Holder shall not be entitled to exercise their Warrant when the number of shares exercised by the Warrant Holder would cause the Holder to exceed 4.99% of the total outstanding common stock. |
Sale of Assets to Related Par_2
Sale of Assets to Related Party (Details Narrative) - May 13, 2020 [Member] - First Bitcoin Capital Inc. [Member] | 9 Months Ended |
Oct. 31, 2020USD ($) | |
Purchase Price | $ 1,900,000 |
Interest fee | 9.00% |
Discount rate | 10.00% |
Purchase Price Description | The $1,900,000 was paid through the transfer of $500,000 in BIT cryptocurrency and a $1,400,000 convertible promissory note. The Company received 122,968,776.18 BIT tokens at the price of $0.004066098 per token |
Cryptocurrency Assets (Details)
Cryptocurrency Assets (Details) | Oct. 31, 2020USD ($)shares |
Current Assets Cost | $ 40,083 |
Current Assets FMV | 143,630 |
Non-Current Assets Cost | 97,802 |
Non-Current Assets FMV | 254,935 |
PRES [Member] | |
Current Assets FMV | $ 19,675 |
Quantity | shares | 2,000,000 |
Cost | $ 14,917 |
HEX [Member] | |
Current Assets FMV | $ 143,630 |
Quantity | shares | 15,681,861 |
Cost | $ 40,083 |
BIT [Member] | |
Current Assets FMV | $ 235,260 |
Quantity | shares | 20,720,420 |
Cost | $ 82,885 |
Cryptocurrency Assets (Details
Cryptocurrency Assets (Details 1) | 9 Months Ended |
Oct. 31, 2020USD ($)shares | |
Revenue | $ 447,673 |
BOTS [Member] | |
Revenue | $ 113,694 |
Quantity | shares | 27,000,000 |
Cost | $ (109,785) |
Fair Value | 223,479 |
Andrus Nomm [Member] | |
Revenue | $ 11,651 |
Quantity | shares | 2,766,780 |
Cost | $ (11,250) |
Fair Value | 22,901 |
Paul Rosenberg [Member] | |
Revenue | $ 129,452 |
Quantity | shares | 30,742,000 |
Cost | $ (125,000) |
Fair Value | 254,452 |
Overwatch One [Member] | |
Revenue | $ 189,065 |
Quantity | shares | 43,038,800 |
Cost | $ (175,000) |
Fair Value | 364,065 |
Overwatch [Member] | |
Revenue | $ 3,811 |
Quantity | shares | 700,000 |
Cost | $ (2,111) |
Fair Value | $ 5,921 |
Non-GAAP Accounting and GAAP _3
Non-GAAP Accounting and GAAP Reconciliation - Net Income and EBITDA (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Revenue from services | $ 61,918 | $ 0 | $ 61,918 | $ 0 |
Total cost of sales | 0 | 0 | 0 | 0 |
Gross income | 61,918 | 0 | 61,918 | 0 |
Selling, general, and administrative | 520 | 460 | 49,201,218 | 22,949 |
Professional fees | 25,135 | 0 | 64,723 | 5,257 |
Total operating expenses | 674,170 | 45,467 | 49,949,240 | 157,627 |
Other income (expense) | 472,683 | 0 | 481,448 | 0 |
Gain on use of cryptocurrency assets | 0 | 0 | 0 | 0 |
Income (expense) from discontinued operations | 0 | 4,698 | 0 | 13,195 |
Net (Loss) | $ (139,569) | $ (40,769) | $ (49,405,874) | $ (144,432) |
Basic and diluted (loss) per share: | ||||
Income (Loss) per share from continuing operations | $ (0.10) | $ 0 | $ (6.97) | $ (0.02) |
Income (Loss) per share - discontinued | $ 0 | $ 0 | $ 0 | $ (0.02) |
Weighted average shares outstanding - basic | 5,872,554 | 10,460,000 | 7,156,979 | 10,460,000 |
Non-GAAP Consolidated Statements of Operations [Member] | ||||
Revenue from services | $ 701,709 | $ 0 | $ 2,629,325 | $ 0 |
Total cost of sales | 447,672 | 0 | 447,672 | 0 |
Gross income | 254,037 | 0 | 2,181,653 | 0 |
Selling, general, and administrative | 520 | 460 | (3,290) | 1,847 |
Professional fees | 25,135 | 0 | 64,723 | 5,257 |
Rent | 1,176 | 3,007 | 1,960 | 3,421 |
Consultant fees | 45,360 | 42,000 | 79,360 | 126,000 |
Total operating expenses | 72,191 | 45,467 | 142,753 | 136,525 |
Net loss from operations | 181,846 | (45,467) | 2,038,900 | (136,525) |
Other income (expense) | 0 | 0 | 0 | 0 |
Gain on use of cryptocurrency assets | 0 | 0 | 0 | 0 |
Net (loss) before discontinued operations | 181,846 | (45,467) | 2,038,900 | (136,525) |
Income (expense) from discontinued operations | 0 | 0 | 0 | 0 |
Net (Loss) | $ 181,846 | $ (45,467) | $ 2,038,900 | $ (136,525) |
Basic and diluted (loss) per share: | ||||
Income (Loss) per share from continuing operations | $ 0.03 | $ 0 | $ 0.30 | $ (0.02) |
Income (Loss) per share - discontinued | $ 0 | $ 0 | $ 0 | $ (0.02) |
Weighted average shares outstanding - basic | 5,863,644 | 10,460,000 | 6,889,892 | 8,811,648 |
Non-GAAP Accounting and GAAP _4
Non-GAAP Accounting and GAAP Reconciliation - Net Income and EBITDA (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Net (Loss) | $ (139,569) | $ (40,769) | $ (49,405,874) | $ (144,432) |
stock-based compensation | 49,204,508 | 0 | ||
CONSOLIDATED STATEMENT OF OPERATIONS: | ||||
Net (Loss) | (139,569) | (40,769) | (49,406,676) | (144,432) |
Interest | 2,605 | 0 | 21,458 | 21,102 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
EBITDA | (136,964) | (40,769) | (49,385,218) | (123,330) |
stock-based compensation | 0 | 0 | 49,204,508 | 0 |
Cryptocurrency gains (IFRS guidelines) | 164,503 | 0 | 164,503 | 0 |
Gains not in ordinary course of business | 0 | 0 | 1,900,000 | 0 |
Adjustments for settlement reserves | 154,307 | 0 | 154,307 | 0 |
Adjustment for discontinued operations | 0 | (4,698) | 800 | (13,195) |
Adjusted net income | $ 181,846 | $ (45,467) | $ 2,038,900 | $ (136,525) |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Commitments and Contingencies | ||||
Loss on contingencies | $ 0 | $ 0 | $ 0 | $ 0 |
Explanation of Our Restatemen_2
Explanation of Our Restatement (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | |
Total cost of sales | $ 0 | $ 0 | $ 0 | $ 0 |
Gross loss | 61,918 | 0 | 61,918 | 0 |
Selling, general, and administrative | 520 | 460 | 49,201,218 | 22,949 |
Professional fees | 25,135 | 0 | 64,723 | 5,257 |
Total operating expenses | 674,170 | 45,467 | 49,949,240 | 157,627 |
Other income (expense) | 472,683 | 0 | 481,448 | 0 |
Income from discontinued operations | 0 | 4,698 | 0 | 13,195 |
Net (Loss) | $ (139,569) | (40,769) | $ (49,405,874) | (144,432) |
Original [Member] | ||||
Depreciation expense | (121,159) | (363,477) | ||
Total cost of sales | (121,159) | (363,477) | ||
Gross loss | (121,159) | (363,477) | ||
Selling, general, and administrative | 711 | 5,272 | ||
Professional fees | 0 | 5,256 | ||
Rent | 0 | 0 | ||
Consultant fees | 42,000 | 126,000 | ||
Bad debt expense | 0 | 4,500 | ||
Amortization & depreciation expense | 646 | 1,938 | ||
Total operating expenses | 43,457 | 142,966 | ||
Net loss from operations | (164,516) | (506,443) | ||
Other income (expense) | (1) | 0 | ||
Net income (loss) before discontinued operations | (164,517) | (506,443) | ||
Income from discontinued operations | 0 | 0 | ||
Net (Loss) | (164,517) | (506,443) | ||
Change [Member] | ||||
Depreciation expense | 121,159 | 363,477 | ||
Total cost of sales | 121,159 | 363,477 | ||
Gross loss | 121,159 | 363,477 | ||
Selling, general, and administrative | (251) | 17,677 | ||
Professional fees | 0 | 1 | ||
Rent | 3,007 | 3,421 | ||
Consultant fees | 0 | 0 | ||
Bad debt expense | 0 | (4,500) | ||
Amortization & depreciation expense | (646) | (1,938) | ||
Total operating expenses | 2,010 | 14,661 | ||
Net loss from operations | 119,049 | 348,816 | ||
Other income (expense) | 1 | 0 | ||
Net income (loss) before discontinued operations | 119,050 | 348,816 | ||
Income from discontinued operations | 4,698 | 13,195 | ||
Net (Loss) | 119,050 | 362,011 | ||
Restated [Member] | ||||
Depreciation expense | 0 | 0 | ||
Total cost of sales | 0 | 0 | ||
Gross loss | 0 | 0 | ||
Selling, general, and administrative | 460 | 22,949 | ||
Professional fees | 0 | 5,257 | ||
Rent | 3,007 | 3,421 | ||
Consultant fees | 42,000 | 126,000 | ||
Bad debt expense | 0 | 0 | ||
Amortization & depreciation expense | 0 | 0 | ||
Total operating expenses | 45,467 | 157,627 | ||
Net loss from operations | (45,467) | (157,627) | ||
Other income (expense) | 0 | 0 | ||
Net income (loss) before discontinued operations | (45,467) | (157,627) | ||
Income from discontinued operations | 4,698 | 13,195 | ||
Net (Loss) | $ (40,769) | $ (144,432) |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - Subsequent Event [Member] | Dec. 05, 2020USD ($)$ / sharesshares |
Epic Industry Corp [Member] | |
Shares issued upon debt reduction, shares | shares | 35,000 |
Shares issued upon debt reduction, value | $ | $ 35,000 |
APO Holdings, LLC [Member] | |
Debt conversion, converted instrument, amount | $ | $ 97,404 |
Debt conversion, converted instrument, shares | shares | 38,962 |
Share price | $ / shares | $ 2.50 |
Carl G Hawkins [Member] | |
Shares issued upon debt reduction, shares | shares | 20,000 |
Shares issued upon debt reduction, value | $ | $ 20,000 |