Cover
Cover - shares | 3 Months Ended | |
Apr. 30, 2021 | May 31, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Everything Blockchain, 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 | Apr. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 6,144,125 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Apr. 30, 2021 | Jan. 31, 2021 |
Current assets | ||
Cash | $ 41 | $ 0 |
Interest receivable | 101 | 90 |
Current cryptocurrencies, net | 2,076 | 123 |
Prepaid expenses | 0 | 1 |
Total current assets | 2,218 | 214 |
Property, plant and equipment, net | 233 | 0 |
Cryptocurrency, net | 80 | 98 |
Loan receivable | 1,400 | 1,400 |
Total assets | 3,931 | 1,712 |
Current liabilities | ||
Accounts payable and accrued expenses | 23 | 6 |
Accounts payable related party | 647 | 13 |
Due to Related Party | 501 | 0 |
Reserve for legal settlements | 154 | 154 |
Deferred revenue | 200 | 0 |
Total current liabilities | 1,525 | 173 |
Total Liabilities | 1,525 | 173 |
Stockholders' equity | ||
Common stock, $0.0001 par value, voting; 200,000,000 shares authorized; 6,074,125 and 5,974,125 shares issued and outstanding, as of April 30, 2021 and January 31, 2021, respectively. | 1 | 1 |
Additional paid in capital | 55,046 | 54,946 |
Accumulated deficit | (52,641) | (53,408) |
Total stockholders' equity | 2,406 | 1,539 |
Total liabilities and stockholders' equity | $ 3,931 | $ 1,712 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Apr. 30, 2021 | Jan. 31, 2021 |
Stockholders' equity | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 6,074,125 | 5,974,125 |
Common stock, shares outstanding | 6,074,125 | 5,974,125 |
Consolidated Statements of Oper
Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Consolidated Statements of Operations (unaudited) | ||
Revenue from services | $ 1,081 | $ 0 |
Other revenue | 72 | 0 |
Total gross revenue | 1,153 | 0 |
Cost of services | 571 | |
Gross income | 582 | 0 |
Selling, general, and administrative | 26 | 48,178 |
Payroll | 114 | 0 |
Consultant fees | 0 | 34 |
Total operating expenses | 140 | 48,212 |
Net profit (loss) from operations | 442 | (48,212) |
Other income (expense) | 325 | (5) |
Net profit (loss) before discontinued operations | 767 | (48,217) |
Income(expense) from discontinued operations | 0 | (1) |
Net profit (loss) | $ 767 | $ (48,218) |
Basic and diluted (loss) per share: | ||
Income (Loss) per share from continuing operations | $ 0.13 | $ (4.93) |
Income (Loss) per share - discontinued | $ 0 | $ (4.93) |
Weighted average shares outstanding - basic | 5,993,443 | 9,773,357 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders Equity (unaudited) - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Income (Deficit) |
Balance, shares at Jan. 31, 2020 | 10,460,000 | ||||
Balance, amount at Jan. 31, 2020 | $ (608) | $ 0 | $ 1 | $ 3,501 | $ (4,109) |
Conversion of common to series B preferred, shares | 500,000 | (5,000,000) | |||
Conversion of common to series B preferred, amount | (1) | $ 0 | $ (1) | 0 | |
Conversion of accounts payable, shares | 246,317 | ||||
Conversion of accounts payable, amount | 1,664 | $ 0 | $ 0 | 1,664 | |
Issuance of Series A preferred, shares | 150,000 | ||||
Issuance of Series A preferred, amount | 41,068 | $ 0 | $ 0 | 41,068 | |
Issuance of series B preferred, shares | 150,000 | ||||
Issuance of series B preferred, amount | 6,629 | $ 0 | $ 0 | 6,629 | |
Imputed Interest | 4 | 0 | 0 | 4 | |
Net gain (loss) | (48,218) | $ 0 | $ 0 | (48,218) | |
Balance, shares at Apr. 30, 2020 | 800,000 | 5,706,317 | |||
Balance, amount at Apr. 30, 2020 | 539 | $ 0 | $ 1 | 52,866 | (52,327) |
Balance, shares at Jan. 31, 2021 | 800,000 | 5,974,125 | |||
Balance, amount at Jan. 31, 2021 | 1,539 | $ 0 | $ 1 | 54,946 | (53,408) |
Net gain (loss) | 767 | $ 0 | $ 0 | 0 | 767 |
Warrant exercise, shares | 100,000 | ||||
Warrant exercise, amount | 100 | $ 0 | $ 0 | 100 | 0 |
Balance, shares at Apr. 30, 2021 | 800,000 | 6,074,125 | |||
Balance, amount at Apr. 30, 2021 | $ 2,406 | $ 0 | $ 1 | $ 55,046 | $ (52,641) |
Statements of Cash Flows (unaud
Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Cash flows from operating activities: | ||
Net (Loss) | $ 767 | $ (48,218) |
Adjustments to reconcile net loss to net | ||
Stock based compensation | 0 | 48,153 |
Realized gain on investment in cryptocurrency, net | 17 | 0 |
Imputed interest | 0 | 4 |
Decrease (Increase) in: | ||
Accounts payable to related party | 634 | 0 |
Reverse of bad debt | (233) | |
Accrued interest | (11) | 1 |
Prepaid expenses and other current assets | 1 | 0 |
Accounts payable, accrued expenses and taxes payable | 17 | 45 |
Deferred revenue | 200 | 0 |
Net cash used In operating activities | 1,394 | (15) |
Cash flows from investing activities: | ||
Acquisition of cryptocurrencies, net | (1,953) | 0 |
Net cash received in investing activities | (1,953) | 0 |
Cash Flows From Financing Activities: | ||
Borrowing from (payment to) related party | 500 | 15 |
Proceeds from Issuance of Stock, Net | 100 | 0 |
Net Cash Provided By Financing Activities | 600 | 15 |
Net Change in Cash | 41 | 0 |
Cash at Beginning of Year | 0 | 0 |
Cash at End of Year | 41 | 0 |
Supplemental Disclosure of Cash Flows Information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash Investing and Financing Activities: | ||
Loan of cryptocurrency | 500 | 0 |
Accounts receivable settlement for Render Payment | 233 | 0 |
Impairment of cryptocurrencies, net | $ 18 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Apr. 30, 2021 | |
Organization and Basis of Presentation | |
1. Organization and Basis of Presentation | The accompanying unaudited financial statements of Everything Blockchain, 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 subsidiary, Render Payment, LLC, (“Render”). Description of Business The Company’s early model was to earn revenue through social media advertising, fees, and services. Under this plan, the Company developed its white label software solution for BOTS under the 420 Cloud brand. After multiple attempts to secure acceptance in the market, the Company discontinued this operation during the fiscal year ended January 31, 2020. In April 2020 the Company divested and sold its white label software solution and changed direction of its business. The Company has become a developer, engineer, and consultant in the industry of blockchain technologies. Subsidiaries of the Company On April 26, 2021, in a settlement agreement with Render Payment, LLC owners, the Company became the sole owner of Render Payment, LLC, in exchange for an outstanding accounts receivable the company impaired in 2019. The settlement was considered a related party transaction and conducted as an arm’s length transaction approved by board members not associated with Render Payment. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Apr. 30, 2021 | |
Summary of Significant Accounting Policies | |
2. Summary of Significant Accounting Policies | Principles of Consolidation The consolidated financial statements include the accounts of the Company, the wholly owned subsidiaries of Render Payment, LLC. 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. 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. Revenues from one customer represent $1,000,000 and $0 of the company’s revenue for the periods ended April 30, 2021 and 2020, respectively. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company may occasionally maintain amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high-quality financial institutions. The Company had $0 in excess of federally insured limits on April 30, 2021, and January 31, 2021. For the quarter ended April 30, 2020 there was $101,000 in interest receivable and $90,000 for the year ended January 31, 2021. 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 Radius Bank. The Company had no cash equivalents as of April 30, 2021, or January 31, 2021. Basic and Diluted Net Earnings (Loss) Per Share The Company follows ASC Topic 260 – Earnings Per Share FASB 2015-06, Earnings Per Share Commitments and Contingencies The Company reports and accounts for its commitments and contingencies in accordance with ASC 440 – Commitments ASC 450 – Contingencies |
Going Concern
Going Concern | 3 Months Ended |
Apr. 30, 2021 | |
Going Concern | |
3. Going Concern | The Company’s financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has a limited history, no certainty of continuation can be stated. The accompanying financial statements for the quarter ended April 30, 2021 and April 30, 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. 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. |
Revenue
Revenue | 3 Months Ended |
Apr. 30, 2021 | |
Revenue | |
4. Revenue | 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. The following table presents revenue of the Company disaggregated by revenue source (in thousands): Revenue For the three months ended April 30, Net revenue 2021 2020 Transactional revenue Consulting and services revenue $ 1,040 $ - Total transaction revenue $ 1,040 $ - Subscription and services revenue Staking revenue 41 - Total subscription and services revenue $ 41 $ - Total net revenue $ 1,081 $ - Other revenue Crypto asset sales revenue 61 - Interest income 11 - Total other revenue $ 72 $ - Total revenue $ 1,153 $ - Transaction revenue The Company charges a fee for its services at the transactional level. We provide a service and charge a fee for provided those services. Currently the Company is engaged in developing, engineering, and designing blockchain projects, to include platforms and cryptocurrencies for customers. We typically treat all revenue generated from third parties for services as transaction revenue. Subscription and service revenue Subscription and service revenue primarily consist of staking revenue. The Company participates in networks with proof-of-stake consensus algorithms, through creating or validating blocks on the network. In exchange for participating in the consensus mechanism of these networks, the Company earns rewards in the form of the native token of the network. Each block creation or validation is a performance obligation. Revenue is recognized at the point when the block creation or validation is complete, and the rewards are available for transfer. Revenue is measured based on the number of tokens received and the fair value of the token at the date of recognition. Other revenues The Company includes Interest income as a part of revenue when generated from non-cash or cash equivalents as other revenue within net revenue. Interest earned on cash and cash equivalents is included in corporate interest income, within other income. Other revenue also includes the sale of crypto assets. The Company records the total value of the sale in other revenue and the cost of the crypto assets in other operating expenses within the consolidated statements of operations. 86% of the revenue generated by the Company has come from customer in the European theatre. |
Notes
Notes | 3 Months Ended |
Apr. 30, 2021 | |
Notes | |
5. Notes | On March 17, 2021 the Company entered into a loan agreement for $500,000 with Epic Industry Corp, a wholly owned company of Michael Hawkins, the Company’s CFO. The loan was financed with $500,000 of GUSD cryptocurrency tokens, a stable coin. The interest rate is 3% per annum. The loan is due in full on April 1, 2022. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Apr. 30, 2021 | |
Related Party Transactions | |
6. Related Party Transactions | During the three months ending April 30, 2021 and year ended January 31, 2021 Overwatch Partners paid multiple different expenses on behalf of the Company, which the Company treats as an account payable to related party. The total amount owed by the Company to Overwatch Partners as of April 30, 2021 was $22,862. The amount owed for the year ended January 31, 2021 was $12,862. During the quarter ended April 30, 2021 the Company booked $571,252 in consulting expense to Epic Industry Corp directly related to sales as per the terms of the Agreement. During the quarter ended April 30, 2021 the Company booked $114,250 in payroll expense to Michael Hawkins, which represents 10% of the total sales during the quarter as per the terms of his Agreement. On April 12, 2021 Epic Industry Corp, wholly owned by Michael Hawkins, the Company’s CFO, exercised the warrant it has and purchased 100,000 shares of common stock in exchange for $100,000. (See Note 7 – Stockholders’ Equity). The Company issued seven warrants to its officers and directors which may purchase up to a total of 1,100,000 common shares of stock at $2.21 per share during the quarter ended April 30, 2021. (See Note 12 – Warrants). On March 17, 2021 the Company borrowed $500,000 from Epic Industry Corp, a wholly owned company of Michael Hawkins, the Company’s Chairman and CFO. (See Note 5 – Notes) On April 29, 2020 the Company converted 5,000,000 shares of common stock owned by BOTS, Inc., into 500,000 shares of Series B Preferred stock (see Note 7 – Stockholders’ Equity). On April 22, 2020 the Company converted $104,987 outstanding accounts payable to Paul Rosenberg into 130,128 shares of common stock of the company at $0.75 per share. (See Note 7 – Stockholder’s Equity) 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. (See Note 7 – Stockholder’s Equity). On April 17, 2020 the Company issued 150,000 shares of Series B Preferred Stock to Paul Rosenberg. (See Note 7 – Stockholder’s Equity). |
Stockholders Equity
Stockholders Equity | 3 Months Ended |
Apr. 30, 2021 | |
Stockholders Equity | |
7. Stockholders Equity | Common Stock As of April 30, 2021 and January 31, 2021, the Company had 200,000,000 common shares authorized, with 6,074,125 and 5,974,125 common shares at a par value of $0.0001 issued and outstanding, respectively. On April 12, 2021 Epic Industry Corp, wholly owned by Michael Hawkins, the Company’s CFO, exercised the warrant it has and purchased 100,000 shares of common stock in exchange for $100,000. Epic Industry Corp elected to issue the shares in the name of Timothy R Schucker and Anastasia Hawkins JTWROS, the daughter and son-in-law of Michael Hawkins. 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 $6.75 on April 22, 2020 the Company recorded the following stock-based compensation as part of the accounts payable conversion action ($ in thousands except for shares issued): Name AP Balance Shares Issued FMV Stock Based Compensation Paul Rosenberg $ 105 130,128 $ 878 $ 773 Brandy Craig $ 69 88,455 $ 597 $ 528 Law Offices of Carl G Hawkins $ 6 8,504 $ 57 $ 51 Thomas G Amon $ 15 19,230 $ 130 $ 115 Total $ 195 246,317 $ 1,662 $ 1,467 Preferred Stock Series A Preferred As of April 30, 2021 and January 31, 2021, the company had 1,000,000 Series A Preferred shares, par value $0.0001, authorized, with 150,000 and 0 Series A Preferred shares issued and outstanding, respectively. The Series A Preferred stock converts into common stock after 2 years since its issuance. The conversion rate for every 1 share of Series A Preferred stock is 50 shares of common stock. The Series A Preferred stock votes 1,000 shares of common stock for every 1 share. Each share of Series A Preferred stock votes 1,000 shares of common stock, has no redemption rights, receives no dividends and has preference in dissolution over Common Stock. During the quarter ending April 30, 2020 the Company sold 150,000 shares of Series A Preferred Stock to Epic Industry Corp at par value for a total payment of $15. Epic Industry Corp, through its sole shareholder directed the Company to issue 100,000 shares of Series A Preferred stock to Overwatch Partners, Inc., with the remaining 50,000 shares to Epic Industry Corp. The Company recorded the transaction at FMV of $41,068,419 with the difference assigned as stock-based compensation. The Company valued the stock under ASC 820 utilizing the Option Pricing Method to value conversion rights, and the Market Approach to value the voting control. Series B Preferred As of April 30, 2021 and January 31, 2021, the company had 1,000,000 Series B Preferred shares, par value $0.0001, authorized, with 650,000 and 0 Series B Preferred shares issued and outstanding, respectively. The conversion rate for every 1 share of Series B Preferred stock is 10 shares of common stock. Each share of Series B Preferred stock votes 50 shares of common stock, has no redemption rights, receives no dividends and has preference in dissolution over Common Stock and Series A Preferred. During the quarter ending April 30, 2020 the Company issued 150,000 shares of Series B Preferred stock to Paul Rosenberg in exchange for 60 cryptocurrency ATM machines. Par value of $15 was recorded as inventory with the FMV of $6,629,300 minus the par value being recorded as stock-based compensation. The Company valued the stock under ASC 820 utilizing the Option Pricing Method to value conversion rights, and the Market Approach to value the voting control. On April 29, 2020 the Company converted 5,000,000 shares of common stock owned by BOTS, Inc., into 500,000 shares of Series B Preferred stock. BOTS is restricted from converting the Series B Preferred stock into common stock for a period of 24 months from the conversion. There was no gain or loss on conversion due to conversion terms. |
Basic Income per Share before N
Basic Income per Share before Non-Controlling Interest | 3 Months Ended |
Apr. 30, 2021 | |
Basic Income per Share before Non-Controlling Interest | |
8. Basic Income per Share before Non-Controlling Interest | Basic Income Per Share The computation of basic loss per common share is based on the weighted average number of shares outstanding during the period. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Apr. 30, 2021 | |
Discontinued Operations | |
9. Discontinued Operations | On April 20, 2020 the company impaired the 420Cloud software, which was made effective on January 31, 2018. The Company recognized $800 in expenses from its discontinued operations for three months ended April 30, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 30, 2021 | |
Commitments and Contingencies | |
10. Commitments and Contingencies | The Company reports and accounts for its commitments and contingencies in accordance with ASC 440 – Commitments ASC 450 – Contingencies |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Apr. 30, 2021 | |
Revenue | |
11. Legal Proceedings | The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity. |
Warrants
Warrants | 3 Months Ended |
Apr. 30, 2021 | |
Warrants | |
12. 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. In April 2020 the Company cancelled one warrant that authorized the purchase of up to 250,000 shares of common stock. Warrants have been exercised three times for a total of 75,000 shares of common stock for $75,000, which was paid $35,000 in cash and $40,000 as a reduction to accounts payable. On February 1, 2021 the Company issued 4 warrants to the Directors (Mark Gilroy, Michael Hawkins, Paul Rosenberg, and Robert Adams) for the purchase of up to a total consolidated 500,000 shares of common stock at $2.21 per share. Each warrant holder was authorized to purchase up to 125,000 shares of common stock. Under the vesting schedule 50,000 shares are vested upon signing and 25,000 per year for three consecutive years. The warrants expire on January 31, 2026 at 5:00 PM Eastern Standard Time. On March 11, 2021 the Company issued 3 warrants to the Officers (Robert Adams, Eric Jaffe, and Michael Hawkins) for the purchase of up to a total consolidated 600,000 shares of common stock at $2.21 per share. Each warrant holder was authorized to purchase up to 200,000 shares of common stock. Under the vesting schedule 50,000 shares are vested upon signing and 50,000 per year for three consecutive years. The warrants expire on January 31, 2026 at 5:00 PM Eastern Standard Time. A summary of warrant activity for three months ended April 30, 2021 is as follows: Weighted Average Conversion Shares Price Warrants outstanding at January 31, 2021 2,675,000 $ 1.00 Exercised 100,000 $ 1.00 Granted 1,100,000 $ 2.21 Warrants outstanding at April 30, 2021 3,675,000 $ 1.36 |
Sale acquisition of Assets to f
Sale acquisition of Assets to from Related Party | 3 Months Ended |
Apr. 30, 2021 | |
Sale acquisition of Assets to from Related Party | |
13. Sale/acquisition of Assets to/from Related Party | On April 26, 2021 the Company entered into a settlement agreement with Render Payment, LLC members. Under the settlement the Company became the sole owner of Render Payment, LLC. As part of the transaction the Company recognized other income of $233,359 as fair market value of the assets obtained under the settlement. The Company received two vehicles with FMV of $49,250 each and the Render Payment Processing Software with an FMV of $134,859. 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. As of April 30, 2021 the Company has recorded as accrued interest on the note of $100,935. |
Cryptocurrency Assets
Cryptocurrency Assets | 3 Months Ended |
Apr. 30, 2021 | |
Cryptocurrency Assets | |
14. Cryptocurrency Assets | The Company records cryptocurrency assets as an Intangible Asset with Infinite Life. We classify cryptocurrency that have a market value and substantial liquidity as Current Intangible Assets, which we value at fair market value in accordance with Statement No. 157. Cryptocurrencies that do not trade on a market or have limited liquidity as classified as Non-current Intangible Assets and are recorded on a cost basis. The following chart shows our cryptocurrency assets held for the quarter ended April 30, 2021 and for the year ended January 31, 2021: Everything Blockchain Cryptocurrency Holdings Current Assets (in thousands) As of As of April 30, 2021 January 31, 2021 Coin Symbol FMV FMV BTC $ 579 $ - ETH 1 - GUSD 191 - HEX 1,305 123 $ 2,076 $ 123 Non-Current Assets (in thousands) As of As of April 30, 2021 January 31, 2021 Coin Symbol Cost Basis Cost Basis PRES $ 3 $ 15 BIT 77 83 $ 80 $ 98 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Apr. 30, 2021 | |
Subsequent Events | |
15. Subsequent Events | In May 2021 the Company issued 5,000 shares of common stock to Sara Moline who will provide services as an executive assistant for the Company for a probationary period of three months. On May 23, 2021 the Company entered into an Investor Relations agreement with RedChip Companies. The term of the agreement is for one year. The Company will pay $12,500 per month plus issue 75,000 shares of common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 30, 2021 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company, the wholly owned subsidiaries of Render Payment, LLC. |
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. |
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. Revenues from one customer represent $1,000,000 and $0 of the company’s revenue for the periods ended April 30, 2021 and 2020, respectively. Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company may occasionally maintain amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high-quality financial institutions. The Company had $0 in excess of federally insured limits on April 30, 2021, and January 31, 2021. For the quarter ended April 30, 2020 there was $101,000 in interest receivable and $90,000 for the year ended January 31, 2021. |
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 Radius Bank. The Company had no cash equivalents as of April 30, 2021, or January 31, 2021. |
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 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Apr. 30, 2021 | |
Related Party Transactions | |
Schedule of Revenue | Revenue For the three months ended April 30, Net revenue 2021 2020 Transactional revenue Consulting and services revenue $ 1,040 $ - Total transaction revenue $ 1,040 $ - Subscription and services revenue Staking revenue 41 - Total subscription and services revenue $ 41 $ - Total net revenue $ 1,081 $ - Other revenue Crypto asset sales revenue 61 - Interest income 11 - Total other revenue $ 72 $ - Total revenue $ 1,153 $ - |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 3 Months Ended |
Apr. 30, 2021 | |
Stockholders Equity | |
Schedule of Stock Based Compensation | Name AP Balance Shares Issued FMV Stock Based Compensation Paul Rosenberg $ 105 130,128 $ 878 $ 773 Brandy Craig $ 69 88,455 $ 597 $ 528 Law Offices of Carl G Hawkins $ 6 8,504 $ 57 $ 51 Thomas G Amon $ 15 19,230 $ 130 $ 115 Total $ 195 246,317 $ 1,662 $ 1,467 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Apr. 30, 2021 | |
Warrants | |
Schedule of warrant activity | Weighted Average Conversion Shares Price Warrants outstanding at January 31, 2021 2,675,000 $ 1.00 Exercised 100,000 $ 1.00 Granted 1,100,000 $ 2.21 Warrants outstanding at April 30, 2021 3,675,000 $ 1.36 |
Cryptocurrency Assets (Tables)
Cryptocurrency Assets (Tables) | 3 Months Ended |
Apr. 30, 2021 | |
Cryptocurrency Assets | |
Schedule of cryptocurrency assets | Everything Blockchain Cryptocurrency Holdings Current Assets (in thousands) As of As of April 30, 2021 January 31, 2021 Coin Symbol FMV FMV BTC $ 579 $ - ETH 1 - GUSD 191 - HEX 1,305 123 $ 2,076 $ 123 Non-Current Assets (in thousands) As of As of April 30, 2021 January 31, 2021 Coin Symbol Cost Basis Cost Basis PRES $ 3 $ 15 BIT 77 83 $ 80 $ 98 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | |
Loss on contingencies | $ 0 | $ 0 | ||
Interest receivable | 101,000 | $ 90,000 | ||
Federally insured limit | 250,000 | |||
FCID Limit, excess | 0 | $ 0 | ||
Revenue | 1,081,000 | 0 | ||
One Customer [Member] | ||||
Revenue | $ 1,000,000 | $ 0 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Total transaction revenue | $ 1,040 | $ 0 |
Total Revenue | 1,153 | 0 |
Other revenue | 72 | $ 0 |
Interest Income [Member] | ||
Other revenue | 11 | |
Total subscription and services revenue [Member] | ||
Other revenue | 41 | |
Total other revenue [Member] | ||
Other revenue | 72 | |
Consulting and services revenue [Member] | ||
Total transaction revenue | 1,040 | |
Staking revenue [Member] | ||
Other revenue | 41 | |
Total net revenue [Member] | ||
Other revenue | 1,081 | |
Crypto asset sales revenue [Member] | ||
Other revenue | $ 61 |
Notes (Details Narrative)
Notes (Details Narrative) - Epic Industry Corp [Member] | 1 Months Ended |
Mar. 17, 2021USD ($) | |
Loan amount | $ 500,000 |
Interest rate | 3.00% |
Due date | Apr. 1, 2022 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Apr. 12, 2021 | Apr. 22, 2020 | Apr. 17, 2020 | Apr. 30, 2021 | Mar. 17, 2021 | Jan. 31, 2021 | Apr. 29, 2020 |
Due to Related Party | $ 501,000 | $ 0 | |||||
Series B Preferred Stock [Member] | |||||||
Preferred Stock issued | 650,000 | 650,000 | |||||
Epic Industry Corp [Member] | |||||||
Common shares purchased | 1,100,000 | ||||||
Loan amount | $ 500,000 | ||||||
Consulting expense | $ 571,252 | ||||||
sale of stock per share | $ 2.21 | ||||||
MCIG, Inc [Member] | Series B Preferred Stock [Member] | |||||||
Common stock, shares converted | 5,000,000 | ||||||
Convertible preferred stock | 500,000 | ||||||
Michael Hawkins[Member] | |||||||
Payroll expenses | $ 114,250 | ||||||
Paul Rosenberg [Member] | |||||||
Preferred Stock issued | 150,000 | ||||||
Shares Issued, conversions, amount | $ 104,987 | ||||||
Shares Issued, conversions, shares | 130,128 | ||||||
Common stock, par value | $ 0.75 | ||||||
Sale Of Preferred Stock 1 [Member] | Epic Industry Corp [Member] | |||||||
Preferred stock series A, shares issued | 50,000 | ||||||
CFO [Member] | |||||||
Common stock shares purchase upon issue of warrants | 100,000 | ||||||
Exchange shares, amount | $ 100,000 | ||||||
Overwatch Partners, Inc [Member] | |||||||
Due to Related Party | $ 22,862 | $ 12,862 | |||||
Issuane of preferred stock | $ 100,000 |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Stock Based Compensation | $ 0 | $ 48,153 |
Brandy Craig [Member] | ||
Conversion of accounts payable to common stock | $ 69 | |
Conversion of accounts payable, shares | 88,455 | |
Fair Market Value | $ 597 | |
Stock Based Compensation | 528 | |
Law Offices of Carl G Hawkins [Member] | ||
Conversion of accounts payable to common stock | $ 6 | |
Conversion of accounts payable, shares | 8,504 | |
Fair Market Value | $ 57 | |
Stock Based Compensation | 51 | |
Thomas G Amon [Member] | ||
Conversion of accounts payable to common stock | $ 15 | |
Conversion of accounts payable, shares | 19,230 | |
Fair Market Value | $ 130 | |
Stock Based Compensation | 115 | |
Total [Member] | ||
Conversion of accounts payable to common stock | $ 195 | |
Conversion of accounts payable, shares | 246,317 | |
Fair Market Value | $ 1,662 | |
Stock Based Compensation | 1,467 | |
Paul Rosenberg [Member] | ||
Conversion of accounts payable to common stock | $ 105 | |
Conversion of accounts payable, shares | 130,128 | |
Fair Market Value | $ 878 | |
Stock Based Compensation | $ 773 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | Apr. 12, 2021 | Apr. 17, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Jan. 31, 2021 | Apr. 29, 2020 | Apr. 22, 2020 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares issued | 6,074,125 | 5,974,125 | |||||
Common stock, shares outstanding | 6,074,125 | 5,974,125 | |||||
stock-based compensation | $ 0 | $ 48,153,000 | |||||
Share Issuance [Member] | |||||||
Stock price | $ 6.75 | ||||||
Common stock, par value | $ 0.75 | ||||||
Series A Preferred Stock [Member] | |||||||
Series A Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||
Series A Preferred stock, shares issued | 150,000 | 150,000 | |||||
Preferred stock, description | The conversion rate for every 1 share of Series A Preferred stock is 50 shares of common stock. The Series A Preferred stock votes 1,000 shares of common stock for every 1 share. Each share of Series A Preferred stock votes 1,000 shares of common stock, has no redemption rights, receives no dividends and has preference in dissolution over Common Stock. | ||||||
Series B Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||
Series B Preferred stock, shares outstanding | 150,000 | 150,000 | |||||
Series A Preferred Stock [Member] | Epic Industry Corp [Member] | |||||||
Series A Preferred stock, par value | $ 15 | ||||||
Preferred stock sold | 150,000 | ||||||
Series A Preferred stock, sale, FMV | $ 41,068,419 | ||||||
Series A Preferred stock, shares issued | 100,000 | ||||||
Series B Preferred Stock [Member] | |||||||
Series A Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||
Series A Preferred stock, shares issued | 650,000 | 650,000 | |||||
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, shares authorized | 1,000,000 | 1,000,000 | |||||
Series B Preferred stock, shares outstanding | 650,000 | 650,000 | |||||
Series B Preferred Stock [Member] | Preferred Stock Issuance | |||||||
Series A Preferred stock, par value | $ 15 | ||||||
Series A Preferred stock, shares issued | 150,000 | ||||||
Series B Preferred stock, sale, FMV | $ 6,629,300 | ||||||
Series B Preferred Stock [Member] | BOTS, Inc [Member] | |||||||
Common stock, shares converted | 5,000,000 | ||||||
CFO [Member] | |||||||
Common stock shares purchase upon issue of warrants | 100,000 | ||||||
Exchange shares, amount | $ 100,000 | ||||||
Andrus Nomm [Member] | |||||||
stock-based compensation | $ 1,038,446 |
Basic Income per Share before_2
Basic Income per Share before Non-Controlling Interest (Details Narrative) - $ / shares | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Basic Income per Share before Non-Controlling Interest | ||
Income(Loss) per share from continuing operations | $ 0.13 | $ (4.93) |
Discontinued Operations (Detail
Discontinued Operations (Details) | 3 Months Ended |
Apr. 30, 2020USD ($) | |
Discontinued Operations | |
Total expenses from discontinued operations | $ 800 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Apr. 30, 2021 | Apr. 30, 2020 | |
Commitments and Contingencies | ||
Loss on contingencies | $ 0 | $ 0 |
Warrants (Details)
Warrants (Details) | 3 Months Ended |
Apr. 30, 2021$ / sharesshares | |
Warrants | |
Warrants outstanding shares, Beginning | shares | 2,675,000 |
Exercised, shares | shares | 100,000 |
Granted, shares | shares | 1,100,000 |
Warrants outstanding shares, Ending | shares | 3,675,000 |
Warrants outstanding weighted average conversion price, Beginning | $ / shares | $ 1 |
weighted average conversion price, Exercised | $ / shares | 1 |
Weighted average conversion price, Granted | $ / shares | 2.21 |
Warrants outstanding weighted average conversion price, Ending | $ / shares | $ 1.36 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | Mar. 11, 2021 | Apr. 30, 2020 | Nov. 01, 2017 | Apr. 30, 2021 | Feb. 01, 2021 | Jan. 31, 2021 |
Cash paid for warrants exercised | $ 41,000 | $ 0 | ||||
4 Warrant [Member] | February 1, 2021 [Member] | ||||||
Vesting shares | 50,000 | |||||
Common shares issued | 500,000 | |||||
sale of stock per share | $ 2.21 | |||||
Common shares purchased | 125,000 | |||||
vested shares | 25,000 | |||||
Date of expire | Jan. 31, 2026 | |||||
Warrant Issuance [Member] | ||||||
Date of expire | Nov. 1, 2022 | |||||
Cancellation of warrant | 250,000 | |||||
Warrants exercised | 75,000 | |||||
Warrant exercised, value | $ 75,000 | |||||
Accounts payable | 40,000 | |||||
Cash paid for warrants exercised | $ 35,000 | |||||
Warrants Issued | 3,000,000 | |||||
Exercise price | $ 1 | |||||
3 Warrant [Member] | ||||||
Vesting shares | 50,000 | |||||
Common shares issued | 600,000 | |||||
sale of stock per share | $ 2.21 | |||||
vested shares | 50,000 | |||||
Date of expire | Jan. 31, 2026 |
Sale acquisition of Assets to_2
Sale acquisition of Assets to from Related Party (Details Narrative) - USD ($) | May 13, 2020 | Apr. 26, 2021 | Apr. 30, 2021 | Apr. 30, 2020 |
Other income | $ 325,000 | $ (5,000) | ||
Settlement agreement [Member] | ||||
Other income | $ 233,359 | |||
FMV of two vehicles | 49,250 | |||
FMV Processing Software | $ 134,859 | |||
May 13, 2020 [Member] | First Bitcoin Capital Inc. [Member] | ||||
Convertible promissory note | $ 1,400,000 | |||
Price per token | $ 0.004066098 | |||
Amount paid, through transfer | $ 500,000 | |||
Accrued interest | $ 100,935 | |||
Purchase Price | $ 1,900,000 | |||
Interest fee | 9.00% | |||
Discount rate | 10.00% |
Cryptocurrency Assets (Details)
Cryptocurrency Assets (Details) - USD ($) $ in Thousands | Apr. 30, 2021 | Jan. 31, 2021 |
Non-Current Assets Cost | $ 80 | $ 98 |
Current Assets FMV | 2,076 | 123 |
BTC [Member] | ||
Current Assets FMV | 579 | 0 |
ETH [Member] | ||
Current Assets FMV | 1 | 0 |
GUSD [Member] | ||
Current Assets FMV | 191 | 0 |
HEX [Member] | ||
Current Assets FMV | 1,305 | 123 |
BIT [Member] | ||
Non-Current Assets Cost | 77 | 83 |
PRES [Member] | ||
Non-Current Assets Cost | $ 3 | $ 15 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
May 31, 2021 | May 23, 2021 | |
Investor Relations agreement [Member] | ||
Common shares issued | 75,000 | |
Amount paid, per month | $ 12,500 | |
Sara Moline [Member] | ||
Common shares issued | 5,000 |