Cover
Cover - USD ($) | 12 Months Ended | ||
Jan. 31, 2022 | May 03, 2022 | Jul. 31, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | Everything Blockchain, Inc. | ||
Entity Central Index Key | 0001730869 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --01-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Jan. 31, 2022 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Common Stock Shares Outstanding | 8,604,038 | ||
Entity Public Float | $ 27,500,000 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-56142 | ||
Entity Incorporation State Country Code | DE | ||
Entity Tax Identification Number | 82-1091922 | ||
Entity Address Address Line 1 | 12574 Flagler Center Blvd | ||
Entity Address Address Line 2 | Suite 101 | ||
Entity Address City Or Town | Jacksonville | ||
Entity Address State Or Province | FL | ||
Entity Address Postal Zip Code | 32258 | ||
City Area Code | 904 | ||
Icfr Auditor Attestation Flag | false | ||
Auditor Name | Elkana Amitai CPA | ||
Auditor Location | Mitzpe Netofa, Israel | ||
Local Phone Number | 454-2111 | ||
Security 12g Title | Common Stock | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm Id | 681600001 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Current Assets | ||
Cash | $ 1,062 | $ 0 |
Accounts Receivable, Net | 11 | 0 |
Interest Receivable | 0 | 90 |
Inventory | 60 | 0 |
Current Cryptocurrencies, Net | 3,152 | 123 |
Prepaid Expenses | 2,918 | 1 |
Other Assets | 36 | 0 |
Total Current Assets | 7,239 | 214 |
Property, Plant And Equipment, Net | 1,001 | 0 |
Cryptocurrency, Net | 0 | 98 |
Goodwill | 17,823 | 0 |
Intangible Assets, Net | 3,119 | 0 |
Loan Receivable | 0 | 1,400 |
Other Assets | 463 | 0 |
Total Assets | 29,645 | 1,712 |
Current Liabilities | ||
Accounts Payable And Accrued Expenses | 744 | 6 |
Accounts Payable Related Party | 24 | 13 |
Current Portion Of Long-term Debt | 282 | 0 |
Reserve For Legal Settlements | 154 | 154 |
Deferred Revenue | 108 | 0 |
Total Current Liabilities | 1,312 | 173 |
Long-term Liabilities | ||
Debt | 271 | 0 |
Deferred Income Taxes | 617 | 0 |
Total Long-term Liabilities | 888 | 0 |
Total Liabilities | 2,200 | 173 |
Stockholders' Equity | ||
Common Stock, $0.0001 Par Value, Voting; 200,000,000 Shares Authorized; 8,604,038 And 5,974,125 Shares Issued And Outstanding, As Of January 31, 2022 And 2021, Respectively. | 1 | 1 |
Treasury Stock | (1,599) | 0 |
Additional Paid-in Capital | 80,134 | 54,946 |
Accumulated Deficit | (51,091) | (53,408) |
Total Stockholders' Equity | 27,445 | 1,539 |
Total Liabilities And Stockholders' Equity | 29,645 | 1,712 |
Series A Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred Stock Value | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred Stock Value | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2022 | Jan. 31, 2021 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares Issued | 8,604,038 | 5,974,125 |
Common Stock, Shares Outstanding | 8,604,038 | 5,974,125 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 200,000 | 150,000 |
Preferred Stock, Shares Outstanding | 200,000 | 150,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,500,000 | 1,500,000 |
Preferred Stock, Shares Issued | 400,000 | 650,000 |
Preferred Stock, Shares Outstanding | 400,000 | 650,000 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Consolidated Statements of Income | ||
Revenue | $ 2,481 | $ 62 |
Cost Of Sales | 231 | 0 |
Gross Profit | 2,250 | 62 |
Selling, General, And Administrative | 4,183 | 49,975 |
Depreciation And Amortization | 96 | 0 |
Total Operating Expenses | 4,279 | 49,975 |
Loss From Operations | (2,029) | (49,913) |
Other Income (expense), Net | 5,181 | 614 |
Income (loss) Before Income Taxes | 3,152 | (49,299) |
Income Tax Expense | 835 | 0 |
Net Income (loss) | $ 2,317 | $ (49,299) |
Basic And Diluted Income (loss) Per Share: | ||
Basic Income (loss) Per Share | $ 0.31 | $ (7.20) |
Diluted Income (loss) Per Share | $ 0.24 | $ (7.20) |
Weighted Average Shares Outstanding - Basic | 7,460,213 | 6,842,909 |
Weighted Average Shares Outstanding - Diluted | 9,792,915 | 6,842,909 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Income (Deficit) |
Balance, Shares at Jan. 31, 2020 | 10,460 | |||||
Balance, Amount at Jan. 31, 2020 | $ (607) | $ 0 | $ 1 | $ 0 | $ 3,501 | $ (4,109) |
Conversion Of Common To Series B Preferred, Shares | 500 | (5,000) | ||||
Conversion Of Common To Series B Preferred, Amount | 0 | $ 0 | $ 0 | 0 | 0 | |
Conversion Of Accounts Payable, Shares | 246 | |||||
Conversion Of Accounts Payable, Amount | 1,664 | $ 0 | $ 0 | 0 | 1,664 | |
Issuance Of Series A Preferred, Shares | 150 | |||||
Issuance Of Series A Preferred, Amount | 41,068 | $ 0 | 0 | 0 | 41,068 | |
Issuance Of Series B Preferred, Shares | 150 | |||||
Issuance Of Series B Preferred, Amount | 6,629 | $ 0 | $ 0 | 0 | 6,629 | |
Stock Issued In Warrant Exercise, Shares | 75 | |||||
Stock Issued In Warrant Exercise, Amount | 75 | $ 0 | 0 | 75 | ||
Stock Issued For Services, Shares | 193 | |||||
Stock Issued For Services, Amount | 1,955 | $ 0 | 0 | 1,955 | ||
Imputed Interest | 54 | 0 | 0 | 0 | 54 | |
Net Loss | (49,299) | $ 0 | $ 0 | 0 | 0 | (49,299) |
Balance, Shares at Jan. 31, 2021 | 800 | 5,974 | ||||
Balance, Amount at Jan. 31, 2021 | 1,539 | $ 0 | $ 1 | 0 | 54,946 | (53,408) |
Stock Issued For Services, Shares | 390 | |||||
Stock Issued For Services, Amount | 1,109 | 0 | $ 0 | 0 | 1,109 | 0 |
Net Loss | 2,317 | 0 | $ 0 | 0 | 0 | 2,317 |
Stock Issued, Shares | 308 | |||||
Stock Issued, Amount | 669 | 0 | $ 0 | 0 | 669 | 0 |
Stock Issued For Acquisitions, Shares | 1,750 | |||||
Stock Issued For Acquisitions, Amount | 19,623 | 0 | $ 0 | 0 | 19,623 | 0 |
Warrants Issued | 1,647 | 0 | $ 0 | 0 | 1,647 | |
Warrant Exercise, Shares | 182 | |||||
Warrant Exercise, Amount | 140 | $ 0 | $ 0 | 0 | 140 | 0 |
Issuance Of Series A Preferred For Services, Shares | 50 | |||||
Issuance Of Series A Preferred For Services, Amount | 2,000 | $ 0 | 0 | 0 | 2,000 | 0 |
Conversion Of, Shares | (250) | |||||
Conversion Of, Amount | (1,599) | $ 0 | $ 0 | (1,599) | 0 | 0 |
Balance, Shares at Jan. 31, 2022 | 600 | 8,604 | ||||
Balance, Amount at Jan. 31, 2022 | $ 27,445 | $ 1 | $ (1,599) | $ 80,134 | $ (51,091) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Cash Flows From Operating Activities: | ||
Net Income (loss) | $ 2,317 | $ (49,299) |
Adjustments To Reconcile Net Income (loss) To Net Cash Provided By (used In) Operating Activities: | ||
Stock Based Compensation | 1,975 | 49,205 |
Deferred Income Tax Expense | 617 | |
Reversal Of Bad Debt | (233) | 0 |
Realized Net Gain On Investment In Cryptocurrency | (1,180) | 114 |
Loss On Cryptocurrency Impairment | 16 | 0 |
Fair Value Adjustment To Cryptocurrency | (3,777) | 0 |
Depreciation And Amortization | 96 | 0 |
Imputed Interest | 0 | 69 |
Accounts Receivable, Net | 22 | 0 |
Interest Receivable | (32) | (90) |
Inventory | (60) | 0 |
Prepaid Expenses | (136) | (1) |
Other Assets | (499) | 0 |
Current Portion Of Intangible Assets (cryptocurrencies) | 0 | (40) |
Accounts Payable To Related Parties | 11 | 108 |
Accounts Payable And Accrued Expenses | 561 | (3) |
Deferred Revenue | (135) | 0 |
Net Cash Provided By (used In) Operating Activities | (437) | 63 |
Cash Flows From Investing Activities: | ||
Acquisition Of Cryptocurrency, Net | (3,084) | (98) |
Proceeds From Sale Of Cryptocurrency | 5,756 | 0 |
Capital Expenditures | (1,486) | 0 |
Sale Of Assets | 85 | 0 |
Acquisitions, Net Of Cash Received | (23) | 0 |
Net Cash Provided By (used In) Investing Activities | 1,248 | (98) |
Cash Flows From Financing Activities: | ||
Payment To Related Party | (500) | 0 |
Payment Of Debt | (18) | 0 |
Proceeds From Issuance Of Stock, Net | 769 | 35 |
Net Cash Provided By Financing Activities | 251 | 35 |
Net Change In Cash | 1,062 | 0 |
Cash At Beginning Of Year | 0 | 0 |
Cash At End Of Year | 1,062 | 0 |
Supplemental Disclosure Of Cash Flows Information: | ||
Cash Paid For Interest | 35 | 0 |
Cash Paid For Income Taxes | 0 | 0 |
Non-cash Investing And Financing Activities: | ||
Loan Of Cryptocurrency | 500 | 0 |
Currency Received For Payment Under Contract | 240 | 0 |
Fair Value Of Assets In Acquisitions | 20,414 | 0 |
Fair Value Of Liabilities Assumed In Acquisitions | 791 | 0 |
Accounts Receivable Settlement For Render Payment | 233 | 0 |
Conversion Of Note Receivable In Exchange For Common Stock And Preferred Stock | 1,599 | 0 |
Issuance Of Stock For Services | 1,110 | 0 |
Issuance Of Series A Preferred For Services | 2,000 | 0 |
Conversion Of Accounts Payable To Related Party To Common Stock | 40 | 195 |
Warrant Exercise Through Conversion Of Accounts Payable | 0 | 40 |
Conversion Of Debt With Stock | 0 | 97 |
Conversion Of Debt Through Sale Of Cryptocurrencies | $ 0 | $ 218 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Jan. 31, 2022 | |
Organization and Basis of Presentation | |
Organization And Basis Of Presentation | Note 1. Organization and Basis of Presentation The accompanying consolidated financial statements of Everything Blockchain, Inc., (the “Company,” “we,” “us” or “our”), have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”). On December 10, 2018, OBITX, Inc. became a publicly reporting company. The Company began trading under the stock symbol “OBTX” on March 24, 2020. On May 23, 2021, the Company changed its name from OBITX, Inc. to Everything Blockchain, Inc. The Company is currently in the process of changing its stock symbol, and we are awaiting conclusion of review of the corporate action application filed with the Financial Industry Regulatory Authority Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. 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, Inc (“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 and cybersecurity related technologies. Subsidiaries of the Company On April 26, 2021, in a settlement agreement with Render Payment, LLC (“Render”) owners, the Company became the sole owner of Render, 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. As part of the transaction the Company recognized other income of $233,000 as fair market value (“FMV”) of the assets obtained under the settlement. The Company received two vehicles with FMV of $49,000 each and the Render Payment Processing Software with a FMV of $135,000. On June 21, 2021, the Company acquired all of the equity interests of 832 Energy Technology Consultants, LLC (“832”), pursuant to a Purchase Agreement dated June 17, 2021. Upon the closing of the transaction (the “832 Acquisition”), 832 became a wholly owned subsidiary of the Company. 832, which is located in Texas, has developed many innovations in the areas of distributed computing, artificial intelligence and blockchain technologies. For information on the 832 Acquisition refer to “Note 4. 832 Acquisition”. On June 30, 2021, the Company acquired all of the equity interests of Mercury, Inc. (“Mercury”), pursuant to a Purchase Agreement dated April 24, 2021. Upon the closing of the transaction (the “Mercury Acquisition”), Mercury became a wholly owned subsidiary of the Company. The Company has utilized Mercury, which is located in Idaho, as its hosting solution since May 2020. The Company, with Mercury, launched its mining operations in the western United States. The Company has commenced mining for Bitcoin. For information on the Mercury Acquisition refer to “Note 5. Mercury Acquisition”. On July 31, 2021, the Company acquired all of the equity interests of Vengar Technologies LLC (“Vengar”), pursuant to a Purchase Agreement. Upon the closing of the transaction (the “Vengar Acquisition”), Vengar became a wholly owned subsidiary of the Company. Vengar, which is located in Florida, has developed a zero-trust data access and protection software that the Company plans to integrate into its blockchain solutions. For information on the Vengar Acquisition refer to “Note 6. Vengar Acquisition”. On June 18, 2021, the Company formed Everything Blockchain Technology Corporation (“EBTC”) to retain ownership of all intellectual property, technology patents and software code. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2022 | |
Summary of Significant Accounting Policies | |
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 and its wholly owned subsidiaries of Render, 832, Mercury, Vengar, and EBTC. Reclassifications Certain reclassifications have been made in the financial statements for the year ended January 31, 2021 to conform with the year ended January 31, 2022 presentation. The Company determined that the more appropriate place to record sales of cryptocurrency and the associated costs, and fair market value adjustments to cryptocurrency was other income and not revenue and cost of sales. There was no change in net loss for the year ended January 31, 2021. 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 as of the date of the consolidated 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 and judgments relate to 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 Services revenue Subscription revenue Product revenue We recognize revenue when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: · identification of the contract, or contracts, with a customer; · identification of the performance obligations in the contract; · determination of the transaction price; · allocation of the transaction price to the performance obligations in the contract; and · recognition of revenue when, or as, we satisfy a performance obligation. Research and Development Research and development expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in profit or loss as an expense as incurred. Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalized only if the product or process is technically and commercially feasible, if development costs can be measured reliably, if future economic benefits are probable, if the Company intends to use or sell the asset and the Company intends and has sufficient resources to complete development. For the years ended January 31, 2022 and 2021, the Company capitalized software development costs of $303,000 and $0, respectively. 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. Concentrations of credit risk with respect to trade receivables and commodities are limited due to the Company’s diverse group of customers. 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 $1.0 million and $0 of the Company’s revenue for the years ended January 31, 2022 and 2001, respectively. Our cryptocurrency balances are maintained in accounts held by institutions located in and outside the United States. The Company maintains amounts on deposit that often exceed coverage from third party insured limit of up to $1,000,000. The risk is managed by maintaining multiple accounts with various accounts held in a cold storage wallet. The Company had $2.9 million in excess of amounts protected by insurance. Cost of Services Provided Cost of services provided includes programs licensed; cost incurred to drive traffic to our websites and products, and to acquire online advertising space; costs incurred to support and maintain Internet-based products and services, including data center costs and royalties; warranty costs; costs associated with the delivery of consulting services; and the amortization of capitalized software development costs. Capitalized software development costs are amortized over the estimated lives of the products, which the Company rates at three years. 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. The Company had no cash equivalents as of January 31, 2022 and 2021. Property, Plant, and Equipment Property, plant, and equipment is stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, improvements and major replacements that extend the life of the asset are capitalized. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: Type of Asset Estimated Useful Life Building and building improvements 15 years Machinery and equipment 7 years Furniture, fixtures and office equipment 7 years Computer equipment and computer software 1 - 3 years Vehicles 5 years Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. The Company’s goodwill was the result of the 832 Acquisition, the Mercury Acquisition, and the Vengar Acquisition. The Company plans to test goodwill for impairment annually or more often if an event or circumstance indicates that an impairment may have occurred. Intangible Assets The Company plans to test intangible assets for impairment annually or more often if an event or circumstance indicates that an impairment may have occurred. Intangible assets consist of the following as of January 31, 2022: Gross Amount Accumulated Amortization Net Carrying Amount (in thousands) IP/Technology $ 3,060 $ - $ 3,060 Non-compete agreements 82 23 59 Total Intangibles $ 3,142 23 $ 3,119 The Company’s IP/Technology is still being developed so no amortization has been recorded. The non-compete agreements are amortized over two years. Acquisition Method of Accounting The Company accounts for business combinations using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. Advertising Costs and Expense The advertising costs are expensed as incurred. Advertising costs were $83,000 for the year ended January 31, 2022 and $0 for the year ended January 31, 2021. Foreign Currency Translation The Company’s functional currency and its reporting currency is the United States Dollar. 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 Fair Value Measurements The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: - Level 1: Quoted prices in active markets for identical instruments; - Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments); - Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments). The carrying values for cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities, and deferred revenue approximate their fair value due to their short maturities. Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board issued guidance which simplifies the accounting for income taxes. The guidance amends the rules for recognizing deferred taxes for investments, performing intraperiod tax allocations and calculating income taxes in interim periods. It also reduces complexity in certain areas, including allocating taxes to members of a consolidated group. The Company adopted the new guidance during the year ended January 31, 2022. The adoption did not have a material impact on our financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Jan. 31, 2022 | |
Going Concern | |
Going Concern | Note 3. Going Concern The Company’s financial statements are prepared using GAAP, 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 years ended January 31, 2022 and 2021, have 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 had historically negative cash flow and net losses. Though the year ended January 31, 2022 resulted in positive cash flow and net income, there are no assurances the Company will generate a profit or obtain positive cash flow in the future. The Company has sustained its solvency for the years ended January 31, 2022 and 2021 through the support of its shareholder Overwatch Partners, Inc. (“Overwatch”), 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 funding or generate the revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty. |
832 Acquisition
832 Acquisition | 12 Months Ended |
Jan. 31, 2022 | |
832 Acquisition | |
832 Acquisition | Note 4. 832 Acquisition On June 21, 2021, the Company acquired all the equity interests of 832. This acquisition is consistent with the Company’s strategy of expanding its blockchain business. The purchase price consisted of 300,000 shares of common stock valued at $2.0 million at time of purchase. This business combination has been accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The purchase price recognized in our financial statements consisted of the following (amounts in thousands): Common stock $ 2,043 Total purchase price $ 2,043 The Company’s final purchase price allocation is as follows (amounts in thousands): Cash $ 20 Goodwill 1,651 IP/Technology 343 Non-compete agreements 49 Accounts payable and accrued expenses (20 ) Total purchase price $ 2,043 The goodwill recorded reflects the value to the Company of entry into blockchain technology. The operations of 832 are included in the consolidated statement of operations as of June 21, 2021. During the year ended January 31, 2022, the Company recorded revenue of $0.1 million and no net income related to 832. |
Mercury Acquisition
Mercury Acquisition | 12 Months Ended |
Jan. 31, 2022 | |
Mercury Acquisition | |
Mercury Acquisition | Note 5. Mercury Acquisition On June 30, 2021, the Company acquired all the equity interests of Mercury. This acquisition is consistent with the Company’s strategy of expanding its cryptocurrency business. The purchase price consisted of 450,000 shares of common stock valued at $1.3 million at time of purchase and $0.1 million of cash. This business combination has been accounted for using the acquisition method of accounting. The purchase price recognized in our financial statements consisted of the following (amounts in thousands): Cash $ 65 Common stock 1,350 Total purchase price $ 1,415 The Company’s purchase price allocation is as follows (amounts in thousands): Cash $ 74 Accounts receivable 33 Property, plant & equipment 741 Goodwill 1,319 Accounts payable and accrued expenses (427 ) Deferred revenue (3 ) Notes payable (322 ) Total purchase price $ 1,415 The goodwill recorded reflects the value to the Company of Mercury’s mining operations. The operations of Mercury are included in the consolidated statement of operations as of July 1, 2021. During the year ended January 31, 2022, the Company recorded revenue of $0.7 million and net loss of $0.2 million related to Mercury. |
Vengar Acquisition
Vengar Acquisition | 12 Months Ended |
Jan. 31, 2022 | |
Vengar Acquisition | |
Vengar Acquisition | Note 6. Vengar Acquisition On July 31, 2021, the Company acquired all the equity interests of Vengar. This acquisition is consistent with the Company’s strategy of expanding its blockchain business. The purchase price consisted of 1,000,000 shares of common stock valued at $16.2 million at time of purchase and $0.1 million of cash. This business combination has been accounted for using the acquisition method of accounting. The purchase price recognized in our financial statements consisted of the following (amounts in thousands): Cash $ 50 Common stock 16,230 Total purchase price $ 16,280 The Company’s final purchase price allocation is as follows (amounts in thousands): Cash $ 27 Property, plant & equipment 4 Goodwill 14,853 IP/Technology 1,402 Non-compete agreements 33 Accounts payable and accrued expenses (39 ) Total purchase price $ 16,280 The goodwill recorded reflects the value to the Company of entry into zero-trust technology. The operations of Vengar are included in the consolidated statement of operations as of August 1, 2021. During the year ended January 31, 2022, the Company recorded no revenue and net loss of $0.2 million related to Vengar. |
Sale of Assets to Related Party
Sale of Assets to Related Party | 12 Months Ended |
Jan. 31, 2022 | |
Sale of Assets to Related Party | |
Sale Of Assets To Related Party | Note 7. 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 $1.9 million. The $1.9 million was paid through the transfer of $0.5 million in First Bitcoin Capital, Inc. (“BIT”) cryptocurrency tokens and a $1.4 million convertible promissory note. The Company received 122,968,776.18 BIT tokens at the price of $0.004066098 per token. The convertible promissory note had a simple interest fee of 9% per year and may have been converted into First Bitcoin Capital Corp stock at a 10% discount to market or in additional BIT cryptocurrency tokens. The Note had no expiration date. On July 6, 2021, the $1.4 million convertible promissory note was exchanged as part of the settlement agreement with BOTS. On December 31, 2021, the Company sold to Epic 5 million HEX tokens at $0.20 per token for a total amount of $1.0 million. |
Cryptocurrency Assets
Cryptocurrency Assets | 12 Months Ended |
Jan. 31, 2022 | |
Cryptocurrency Assets | |
Cryptocurrency Assets | Note 8. Cryptocurrency Assets During the year ended January 31, 2021, the Company started transacting business with 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 (in thousands): Current Assets As of January 31, 2022 2021 Coin Symbol FMV BTC $ 272 $ - ETH 1 - HEX 2,879 123 $ 3,152 $ 123 Non-Current Assets As of January 31, 2022 2021 Coin Symbol Cost Basis PRES $ - $ 15 BIT - 83 $ - $ 98 During the year ended January 31, 2022, the Company recorded in other income fair market value adjustments of $3.8 million and sales of cryptocurrencies, net of associated costs, of $1.2 million. For the year ended January 31, 2021, the Company recorded in other income sales of cryptocurrencies, net of associated costs, of $0.4 million. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Jan. 31, 2022 | |
Property, Plant and Equipment | |
Property, Plant And Equipment | Note 9. Property, Plant and Equipment Property, plant and equipment as of January 31, 2022 consisted of the following (in thousands): Land $ 36 Buildings and building improvements 329 Machinery and equipment 208 Furniture, fixtures and office equipment 69 Computer equipment and computer software 238 Vehicles 181 1,061 Less: Accumulated depreciation (60 ) Total property, plant and equipment, net $ 1,001 |
Goodwill
Goodwill | 12 Months Ended |
Jan. 31, 2022 | |
Goodwill | |
Goodwill | Note 10. Goodwill Goodwill as of January 31, 2022 consisted of the following (in thousands): 832 Acquisition $ 1,651 Mercury Acquisition 1,319 Vengar Acquisition 14,853 Total goodwill $ 17,823 |
Debt
Debt | 12 Months Ended |
Jan. 31, 2022 | |
Debt | |
Debt | Note 11. Debt On March 17, 2021, the Company entered into a loan agreement for $500,000 with Epic Industry Corp (“Epic”), a wholly owned company of Michael Hawkins, the Company’s Chairman of the board of directors. The loan was financed with $500,000 of GUSD cryptocurrency tokens, a stable coin. The interest rate was 3% per annum. The Company paid off the loan during the quarter ended July 31, 2021. As of January 31, 2022, Mercury’s outstanding debt of $0.6 million had a weighted average interest rate of 6.2%. The debt consists primarily of term loans and a line of credit with various financial institutions, and such debt is collateralized by the assets of Mercury. The debt has maturity dates ranging from 2022 through 2037. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 31, 2022 | |
Commitments and Contingencies | |
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 |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Jan. 31, 2022 | |
Legal Proceedings | |
Legal Proceedings | Note 13. 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 the Company’s financial position, results of operations or liquidity. However, please note the following proceedings: Cease and Desist Notice On November 2, 2021, the Company received a cease and desist notice (the “Notice”) from First Genesis, Inc. (“First Genesis”). The Notice alleges, among other things, that Cedric Harris, the Company’s Chief Research Officer, and the Company were using First Genesis’ intellectual property. Mr. Harris, through 832, developed First Genesis’ intellectual property and has been providing First Genesis with consulting services. 832’s intellectual property, which Mr. Harris also developed, is an entirely independent work of art than that which was created by Mr. Harris in his capacity with First Genesis. We believe that the alleged claims by First Genesis are without merit and the Company will continue to vigorously defend against the allegations in the Notice. Lawsuit – District Court of Travis County, Texas, 353 rd On February 9, 2022, a plaintiff filed a lawsuit against numerous parties, one of which included the Company in the caption. The complaint failed to include the Company in any claim made in the complaint. The Company’s verified denial was filed on March 17, 2022. While the results of such normal course claims and legal proceedings, regardless of the underlying nature of the claims, cannot be predicted with certainty, management believes, based on current knowledge and the likely timing of resolution of various matters, any reasonably possible potential losses for such matters would not be material. Regardless of the outcome, claims and legal proceedings may have an adverse effect on us because of defense costs, diversion of management resources and other factors. We may also receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained. The final outcome of any current or future claims or lawsuits could adversely affect our business, financial condition or results of operations. |
Related Parties and Related Par
Related Parties and Related Party Transactions | 12 Months Ended |
Jan. 31, 2022 | |
Related Parties and Related Party Transactions | |
Related Parties And Related Party Transactions | Note 14. Related Parties and Related Party Transactions Related party balance sheet items As of January 31, 2022 2021 FMV Prepaid expenses $ 2,000 $ - Accounts payable and accrued expenses 24 - Loans payable 24 13 Related party income statement items As of January 31, 2022 2021 FMV Consulting expenses $ 142 $ - Directors and officers compensation 253 - Stock based compensation 1,375 46,686 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 January 31, 2022, and January 31, 2021, the outstanding balance owed on the line of credit was $0. On December 9, 2020 APO Holdings, LLC converted the outstanding balance owed into 38,962 shares of the Company’s common stock. On April 17, 2020, the Company terminated the employment of Alex Mardikian as the CEO of the Company. On April 17, 2020 Paul Rosenberg resigned as the CFO of the Company. On April 17, 2020, the Company entered into an agreement with Michael Hawkins as the CEO and CFO of the business and elected him to the Board of Directors. On June 16, 2021, the agreement was terminated. On April 17, 2020, the Company issued 50,000 shares of Series A Preferred Stock to Epic Industry Corp (“Epic”) and 100,000 shares of Series A Preferred Stock to Overwatch Partners, Inc. (“Overwatch”) for par value ($0.0001) for a total receipt of $15 paid by Epic. The Agreement was originally between the Company and Epic. The 100,000 shares of Series A Preferred was issued to Overwatch at the discretion of Michael Hawkins, the sole owner of Epic. The Company’s CEO is 50% owner of Overwatch. At the time, the issuance represented 33% of the Company’s stock on a fully diluted basis and 68% of voting control of the Company. 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. At the time, the issuance represented 7% of the Company’s stock on a fully diluted basis. 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. On April 22, 2020, the Company converted $104,988 in outstanding accounts payable to Paul Rosenberg into 130,128 shares of common stock of the Company at $0.75 per share. On April 29, 2020, the Company converted 5,000,000 shares of common stock owned by BOTS 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. On May 13, 2020, the Company sold its 420 Cloud Software to First Bitcoin Capital, Corp, 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 had a simple interest fee of 9% per year and may have been converted into First Bitcoin Capital Corp stock at a 10% discount to market or in additional BIT cryptocurrency tokens. The Note had no expiration date. The convertible note receivable was convertible into stock that was thinly traded on the OTC Markets, and since the software assets had a $0 basis, and were sold to a related party, any subsequent conversions would be included in equity. The interest receivable on this note at January 31, 2021 was $90,000. On July 6, 2021, the $1.4 million convertible promissory note was exchanged as part of the settlement agreement with BOTS. During the year ended January 31, 2021, the Company reclassified $154,307 of accounts payable – related party as a reserve for settlement – related party. The Company reclassified this debt as management believed the fees represented by this amount that were due to the former CEO and several employees who worked directly for the former CEO in other projects were 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. On March 17, 2021, the Company borrowed $500,000 from Epic. The Company paid off the loan during the quarter ended July 31, 2021. During the quarter ended April 30, 2021, the Company issued seven warrants to its officers and directors for the purchase of up to a total of 1,100,000 common shares of stock at $2.21 per share. On July 1, 2021, the Company entered into an Agreement to Cancel Consulting Agreement dated April 17, 2020. Under terms of the agreement, the Company will continue to pay Epic until it has generated $2,500,000 in commissions (representing $5,000,000 additional revenue to the Company). Furthermore, the Company issued 50,000 Series A Preferred shares to Epic to represent 40% of sales for the next $5,000,000 in sales generated through Epic. The $2,000,000 in commission due has been booked as a prepayment to Epic. Epic will continue to generate 10% in commissions of business it brings to the Company. This agreement is in perpetuity. During the quarter ended July 31, 2021, the Company issued 50,000 shares of Series A Preferred Stock to Epic. The issuance was done as a prepayment for services to generate sales for the Company. The shares are earned as sales generated by Epic achieve certain sales targets. On July 6, 2021, the Company entered into a settlement agreement with BOTS. Under the settlement agreement, BOTS agreed to return 250,000 shares of Series B Preferred stock to the treasury of the Company, in exchange for the assignment of the $1.4 million promissory note owed by First Bitcoin Capital Corp to the Company, along with all interest owed to date on the promissory note. In addition, the Company transferred 20,726,120 BIT tokens to BOTS. This was a related party transaction. On August 9, 2021, Eric Jaffe exercised his warrants of 50,000 shares at the exercise price of $2.12 per share on a cashless basis, resulting in the issuance of 42,246 shares of common stock. On December 31, 2021, the Company sold to Epic 5 million HEX tokens at $0.20 per token for a total amount of $1.0 million. On January 3, 2022, the Company purchased software called ATrade Desktop Workstation Trading System from ATrade Investment Technologies, LLC (“ATrade”) for $1.0 million. The managing member of ATrade is Cedric Harris, who was the managing member of 832 and became Chief Research Officer of the Company. On January 7, 2022, Render sold to Overwatch Personal Security two 2019 Ford Raptors. The total sales price for the two vehicles was the net book value on date of sale of $84,956. During the years ended January 31, 2022 and 2021, Overwatch 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 as of January 31, 2022 and 2021 was $24,000 and $13,000, respectively. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Jan. 31, 2022 | |
Stockholders Equity | |
Stockholders Equity | Note 15. Stockholders’ Equity Common Stock As of January 31, 2022 and 2021, the Company had 200,000,000 common shares authorized, with 8,604,038 and 5,974,125 common shares at a par value of $0.0001 issued and outstanding, respectively. On April 17, 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): 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 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 $1.0 million. 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. On December 9, 2020, the Company issued 38,962 shares of common stock to APO Holdings, LLC in exchange for conversion of its Convertible Promissory Note. On December 9, 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. On December 9, 2020, Epic assigned 35,000 warrants to Overwatch. Subsequently, Overwatch elected to exercise the warrants 35,000 through the reduction of $35,000 in outstanding payables due to Overwatch. On April 12, 2021, Epic exercised the warrant it had and purchased 100,000 shares of common stock in exchange for $100,000. Epic 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 May 23, 2021, the Company issued 5,000 shares of common stock to Sara Moline who provided services as an executive assistant for the Company for a three-month period. 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 is paying $12,500 per month plus issued 75,000 shares of common stock. On June 21, 2021, the Company issued 300,000 shares of common stock as part of the 832 Acquisition. On June 24, 2021, the Company issued 5,000 shares of common stock each to Sophie Grinevald and Bill Regan who provided financial and accounting services to the Company for a three-month period. On June 30, 2021, the Company issued 450,000 shares of common stock as part of the Mercury Acquisition. On June 30, 2021, the Company issued 300,000 shares of common stock to Chris Carter as part of his employment contract for a three-year period. The shares shall be fully earned upon completion of his three-year contract. On July 31, 2021, the Company issued 1,000,000 shares of common stock as part of the Vengar Acquisition. During the quarter ended July 31, 2021, the Company sold a total of 261,667 shares of common stock to various individuals for a total of $392,502 or an average price per share of $1.50. On August 9, 2021, Eric Jaffe exercised his warrants of 50,000 shares at the exercise price of $2.12 per share on a cashless basis, resulting in the issuance of 42,246 shares of common stock. On September 13, 2021, the Law Offices of Carl G. Hawkins exercised their warrant acquiring 40,000 shares at the strike price of $1.00 per share through the conversion of the accounts payable owed by the Company for services provided. The shares were issued in the name of Carl G. Hawkins. During the quarter ended October 31, 2021, the Company sold 46,000 shares of common stock to an individual for $276,000 or $6.00 per share of common stock. Preferred Stock Series A Preferred As of January 31, 2022 and January 31, 2021, the Company had 1 million Series A Preferred shares, par value $0.0001, authorized, with 200,000 and 150,000 Series A Preferred shares issued and outstanding, respectively. The Series A Preferred stock converts into common stock at the option of the holder of the Series A Preferred, after twenty-four months of ownership. The conversion rate for every 1 share of Series A Preferred stock is 50 shares of common stock. Each share of Series A Preferred stock entitles the holder to 1,000 votes. Holders of Series A Preferred are entitled to share ratably in dividends, if any are declared. There are no redemption rights. In the event of dissolution, the holders of Series A Preferred are entitled to share pro rata all assets remaining after payment in full of all liabilities. During the year ended January 31, 2022, the Company issued 50,000 shares of Series A Preferred Stock to Epic. The issuance was done as a prepayment for services to generate sales for the Company. The shares are earned as sales generated by Epic achieve certain sales targets. Series B Preferred As of January 31, 2022 and January 31, 2021, the Company had 1.5 million Series B Preferred shares, par value $0.0001, authorized, with 400,000 and 650,000 Series B Preferred shares issued and outstanding, respectively. The Series B Preferred stock converts into common stock at the option of the holder of the Series B Preferred, after twenty-four months of ownership. 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 entitles the holder to 100 votes. Holders of Series B Preferred are entitled to share ratably in dividends, if any are declared. There are no redemption rights. In the event of dissolution, the holders of Series B Preferred are entitled to share pro rata all assets remaining after payment in full of all liabilities. On July 6, 2021, the Company entered into a settlement agreement with BOTS. Under the settlement agreement, BOTS agreed to return 250,000 shares of Series B Preferred stock to the treasury of the Company, in exchange for the assignment of the $1.4 million promissory note owed by First Bitcoin Capital Corp to the Company, along with all interest owed to date on the promissory note. In addition, the Company transferred 20,726,120 BIT tokens to BOTS. This was a related party transaction and was conducted at arm’s length. 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, BOTS converted 5,000,000 of its common shares 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. During the quarter ending July 31, 2021, BOTS returned to the treasury of the Company 250,000 shares of Series B Preferred stock in exchange for certain assets held by the Company. In addition, BOTS exchanged 125,000 shares of Series B Preferred stock with Epic Industry Corp and Paul Rosenberg in exchange for 50 million shares of BOTS stock held by Epic Industry Corp and Paul Rosenberg, for a total of 100 million BOTS common shares. |
Warrants
Warrants | 12 Months Ended |
Jan. 31, 2022 | |
Warrants | |
Warrants | Note 16. Warrants On November 1, 2017, the Company issued 7 warrants to officers, directors, and investors for the purchase of up to 3 million 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 five times for a total of 215,000 shares of common stock for $215,000, which was paid $100,000 in cash, $80,000 as a reduction to accounts payable, and $35,000 as a reduction to accounts payable related party. On December 9, 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. On December 9, 2020, Epic assigned 35,000 warrants to Overwatch. Subsequently, Overwatch elected to exercise the warrants 35,000 through the reduction of $35,000 in outstanding payables due to Overwatch. On February 1, 2021, the Company issued warrants to four directors of the Company (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 vested upon signing and 25,000 vest per year for three consecutive years. Mr. Gilroy’s and Mr. Rosenberg’s warrants expired on December 21, 2021 and January 23, 2022, respectively, which was three months after they left the board. The remaining warrants expire on January 31, 2026 at 5:00 PM Eastern Standard Time. On March 11, 2021, the Company issued warrants to three officers of the Company (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 vested upon signing and 50,000 vest per year for three consecutive years. The warrants expire on March 10, 2026 at 5:00 PM Eastern Standard Time. On June 21, 2021, the Company issued a warrant to one officer of the Company (Cedric Harris) for the purchase of up to a total of 200,000 shares of common stock at $5.25 per share. Under the vesting schedule, 50,000 shares vested upon signing and 50,000 vest per year for three consecutive years. The warrants expire on June 20, 2026 at 5:00 PM Eastern Standard Time. On July 31, 2021, the Company issued warrants to two officers of the Company (Toney Jennings and Brandon Hart) for the purchase of up to a total of 400,000 shares of common stock at $5.05 per share. Each warrant holder was authorized to purchase up to 200,000 shares of common stock. Under the vesting schedule, 50,000 shares vested upon signing and 50,000 vest per year for three consecutive years. The warrants expire on July 30, 2026 at 5:00 PM Eastern Standard Time. On September 15, 2021, the Company issued a warrant to one director of the Company (Richard Schaeffer) for the purchase of up to a total of 200,000 shares of common stock at $6.40 per share. Under the vesting schedule, 50,000 shares vested upon signing and 50,000 vest per year for three consecutive years. The warrant expires on September 14, 2026 at 5:00 PM Eastern Standard Time. On September 20, 2021, the Company issued a warrant to one director of the Company (Thomas Amon) for the purchase of up to a total of 125,000 shares of common stock at $6.80 per share. Under the vesting schedule, 50,000 shares vested upon signing and 25,000 vest per year for three consecutive years. The warrant expires on September 19, 2026 at 5:00 PM Eastern Standard Time. On September 20, 2021, the Company issued a warrant to a consultant of the Company (Sophie Grinevald) for the purchase of up to a total of 200,000 shares of common stock at $6.40 per share. Under the vesting schedule, 50,000 shares vested upon signing and 50,000 vest per year for three consecutive years. The warrant expires on September 19, 2026 at 5:00 PM Eastern Standard Time. On September 22, 2021, the Company issued a warrant to one officer of the Company (Bill Regan) for the purchase of up to a total of 400,000 shares of common stock at $6.40 per share. Under the vesting schedule, 100,000 shares vested upon signing and 100,000 vest per year for three consecutive years. The warrant expires on September 21, 2026 at 5:00 PM Eastern Standard Time. On September 30, 2021, the Company issued a warrant to Myosin, Inc. for the purchase of up to a total of 100,000 shares of common stock at $7.00 per share. Under the vesting schedule, all of the shares vested upon signing. The warrant was subsequently cancelled. On October 21, 2021, the Company issued a warrant to a stockholder of the Company for the purchase of up to a total of 6,000 shares of common stock at $9.00 per share. Under the vesting schedule, all of the shares vested upon signing. The warrant expires on October 20, 2026 at 5:00 PM Eastern Standard Time. On January 11, 2022, the Company issued a warrant to an employee of the Company (Jessica Hunt) for the purchase of up to a total of 125,000 shares of common stock at $6.00 per share. Under the vesting schedule, 50,000 shares vested upon signing and 25,000 vest per year for three consecutive years. The warrant expires on January 10, 2027 at 5:00 PM Eastern Standard Time. A summary of warrant activity for years ended January 31, 2022 and January 31, 2021 is as follows: Weighted Average Conversion Shares Price Warrants outstanding at January 31, 2020 3,000,000 $ 1.00 Cancelled in fiscal year 2021 (250,000 ) 1.00 Exercised in fiscal year 2021 (75,000 ) 1.00 Granted in fiscal year 2021 - - Warrants outstanding at January 31, 2021 2,675,000 $ 1.00 Cancelled in fiscal year 2022 (350,000 ) 3.58 Exercised in fiscal year 2022 (190,000 ) 1.32 Granted in fiscal year 2022 2,856,000 4.54 Warrants outstanding at January 31, 2022 4,991,000 $ 2.83 |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2022 | |
Income Taxes | |
Income Taxes | Note 17. Income Taxes The income tax provision for the year ended January 31, 2022 contains the following components (in thousands): Current Federal $ 362 State 77 Total Current 439 Deferred Federal 327 State 69 Total Deferred 396 Total Provision $ 835 The components of the net deferred tax liability as of January 31, 2022 are as follows (in thousands): Stock compensation $ 406 Total deferred tax assets 406 Less valuation allowance - Net deferred tax asset 406 Fixed assets (116 ) Crypto fair value adjustments (536 ) Intangibles (371 ) Total deferred tax liabilities (1,023 ) Net deferred tax liability $ (617 ) Net change in valuation allowance $ - A reconciliation of the income taxes at the federal statutory rate to the effective tax rate for the year ended January 31, 2022 is as follows ($ in thousands): Income before taxes $ 3,152 Statutory rate in U.S. 21.00 % Tax expense at the statutory tax rate 662 21.00 % Permanent differences 69 2.19 % State taxes 116 3.68 % Return to provision true up (12 ) (0.35%) Tax on income 835 26.52 % The Company is in the process of filing back income tax returns from 2018 through the current year and subject to IRS examination for all years. The Company has not reserved for any interest and penalty associated with the filings. Due to the non-filing of income tax returns, statutes of limitations on the potential examination of those income tax periods will continue to run until the returns are filed, at which time the statutes will begin. The Company expects to file all past due income tax returns within the next 12 months. |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 12 Months Ended |
Jan. 31, 2022 | |
Net Income (Loss) Per Common Share | |
Net Income (loss) Per Common Share | Note 18. Net Income (Loss) Per Common Share For the Years Ended January 31, 2022 2021 (in thousands, except per share data) Numerator: Net income (loss) $ 2,317 $ (49,299 ) Denominator: Weighted average common shares outstanding 7,460 6,843 Effect of dilutive securities: Warrants 2,333 - Preferred stock - - Diluted shares outstanding 9,793 6,843 Basic: Net income (loss) per common share $ 0.31 $ (7.20 ) Diluted: Net income (loss) per common share $ 0.24 $ (7.20 ) |
Explanation of Restatement of S
Explanation of Restatement of Statements of Income for January 31, 2021 | 12 Months Ended |
Jan. 31, 2022 | |
Explanation of Restatement of Statements of Income for January 31, 2021 | |
Explanation Of Restatement Of Statements Of Income For January 31, 2021 | Note 19. Explanation of Restatement of Statements of Income for January 31, 2021 The Company is filing a restatement of its year ending Statements of Income for the period ending January 31, 2021, which was filed with the SEC on May 17, 2021 (the “Original Report”) and subsequently with each quarterly report filed with the SEC. The financial statements contained in our Annual Report on Form 10-K for the period ended January 31, 2021 require restatement in order to account for the other income of the Company in order to provide better presentation according to GAAP. The changes in our consolidated Statements of Income are summarized, below (in thousands). For the Year Ended January 31, 2021 Original Change Restated Revenue $ 927 $ 865 $ 62 Cost of sales 423 (423 ) - Gross profit 504 (442 ) 62 Selling, general, and administrative 49,975 - 49,975 Depreciation and amortization - - - Total operating expenses 49,975 - 49,975 Loss from operations (49,471 ) (442 ) (49,913 ) Other income (expense), net 172 442 614 Income (loss) before income taxes (49,299 ) - (49,299 ) Income tax expense - - - Net income (loss) $ (49,299 ) $ - $ (49,299 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 20. Subsequent Events Series C Preferred Stock On March 17, 2022, the Board approved the conversion of 2,000,000 shares of blank check preferred stock into 2,000,000 shares of Series C Preferred Stock, par value $0.0001. No shares are currently issued and outstanding. The Series C Preferred Stock shall rank senior to the Company’s common stock, Series A Preferred Stock, and Series B Preferred Stock. Each holder of Series C Preferred Stock is entitled to one (1) vote for each share of Series C Preferred Stock held on all matters submitted to a vote of stockholders. Each share of Series C Preferred Stock shall be convertible, at the discretion of the holders, after six months of ownership, into shares of common stock. The number of common shares issued shall be at the rate of 30% less than the volume-weighted average price or $5.00 per share whichever is less. Series A Preferred Stock Effective April 17, 2022, 150,000 shares of Series A Preferred Stock are eligible to be converted into common stock at the option of the holder of the Series A Preferred Stock. Issuance of Series C Preferred Stock On April 19, 2022, the Company sold 250,000 shares of Series C Preferred Stock for $1.0 million. In addition, the investor received a warrant to purchase 25,000 shares of common stock at the price of $9.00 per share. Exercise of Warrants On April 19, 2022, two warrants were exercised for a total of 500,000 shares of common stock resulting in the Company receiving $0.5 million. Tax Returns Subsequent to January 31, 2022, all back income tax returns from 2018 through 2021 have been filed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2022 | |
Summary of Significant Accounting Policies | |
Principles Of Consolidation | The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries of Render, 832, Mercury, Vengar, and EBTC. |
Reclassification | Certain reclassifications have been made in the financial statements for the year ended January 31, 2021 to conform with the year ended January 31, 2022 presentation. The Company determined that the more appropriate place to record sales of cryptocurrency and the associated costs, and fair market value adjustments to cryptocurrency was other income and not revenue and cost of sales. There was no change in net loss for the year ended January 31, 2021. |
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 as of the date of the consolidated 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 and judgments relate to 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 | Services revenue Subscription revenue Product revenue We recognize revenue when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: · identification of the contract, or contracts, with a customer; · identification of the performance obligations in the contract; · determination of the transaction price; · allocation of the transaction price to the performance obligations in the contract; and · recognition of revenue when, or as, we satisfy a performance obligation. |
Research And Development | Research and development expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in profit or loss as an expense as incurred. Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalized only if the product or process is technically and commercially feasible, if development costs can be measured reliably, if future economic benefits are probable, if the Company intends to use or sell the asset and the Company intends and has sufficient resources to complete development. For the years ended January 31, 2022 and 2021, the Company capitalized software development costs of $303,000 and $0, respectively. |
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. Concentrations of credit risk with respect to trade receivables and commodities are limited due to the Company’s diverse group of customers. 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 $1.0 million and $0 of the Company’s revenue for the years ended January 31, 2022 and 2001, respectively. Our cryptocurrency balances are maintained in accounts held by institutions located in and outside the United States. The Company maintains amounts on deposit that often exceed coverage from third party insured limit of up to $1,000,000. The risk is managed by maintaining multiple accounts with various accounts held in a cold storage wallet. The Company had $2.9 million in excess of amounts protected by insurance. |
Cost Of Services Provided | Cost of services provided includes programs licensed; cost incurred to drive traffic to our websites and products, and to acquire online advertising space; costs incurred to support and maintain Internet-based products and services, including data center costs and royalties; warranty costs; costs associated with the delivery of consulting services; and the amortization of capitalized software development costs. Capitalized software development costs are amortized over the estimated lives of the products, which the Company rates at three years. |
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. The Company had no cash equivalents as of January 31, 2022 and 2021. |
Property, Plant, And Equipment | Property, plant, and equipment is stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, improvements and major replacements that extend the life of the asset are capitalized. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: Type of Asset Estimated Useful Life Building and building improvements 15 years Machinery and equipment 7 years Furniture, fixtures and office equipment 7 years Computer equipment and computer software 1 - 3 years Vehicles 5 years |
Goodwill | Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. The Company’s goodwill was the result of the 832 Acquisition, the Mercury Acquisition, and the Vengar Acquisition. The Company plans to test goodwill for impairment annually or more often if an event or circumstance indicates that an impairment may have occurred. |
Intangible Assets | The Company plans to test intangible assets for impairment annually or more often if an event or circumstance indicates that an impairment may have occurred. Intangible assets consist of the following as of January 31, 2022: Gross Amount Accumulated Amortization Net Carrying Amount (in thousands) IP/Technology $ 3,060 $ - $ 3,060 Non-compete agreements 82 23 59 Total Intangibles $ 3,142 23 $ 3,119 The Company’s IP/Technology is still being developed so no amortization has been recorded. The non-compete agreements are amortized over two years. |
Acquisition Method Of Accounting | The Company accounts for business combinations using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. |
Advertising Costs And Expense | The advertising costs are expensed as incurred. Advertising costs were $83,000 for the year ended January 31, 2022 and $0 for the year ended January 31, 2021. |
Foreign Currency Translation | The Company’s functional currency and its reporting currency is the United States Dollar. |
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 |
Fair Value Measurements | The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: - Level 1: Quoted prices in active markets for identical instruments; - Level 2: Other significant observable inputs (including quoted prices in active markets for similar instruments); - Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments). The carrying values for cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities, and deferred revenue approximate their fair value due to their short maturities. |
Recent Accounting Pronouncements | In December 2019, the Financial Accounting Standards Board issued guidance which simplifies the accounting for income taxes. The guidance amends the rules for recognizing deferred taxes for investments, performing intraperiod tax allocations and calculating income taxes in interim periods. It also reduces complexity in certain areas, including allocating taxes to members of a consolidated group. The Company adopted the new guidance during the year ended January 31, 2022. The adoption did not have a material impact on our financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Summary of Significant Accounting Policies | |
Estimated Useful Lives Of The Assets | Type of Asset Estimated Useful Life Building and building improvements 15 years Machinery and equipment 7 years Furniture, fixtures and office equipment 7 years Computer equipment and computer software 1 - 3 years Vehicles 5 years |
Summarry Of Intangible Assets | Gross Amount Accumulated Amortization Net Carrying Amount (in thousands) IP/Technology $ 3,060 $ - $ 3,060 Non-compete agreements 82 23 59 Total Intangibles $ 3,142 23 $ 3,119 |
Intangible Asset (Tables)
Intangible Asset (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Goodwill | |
Schedule Of Intangible Asset | Gross Amount Accumulated Amortization Net Carrying Amount (in thousands) IP/Technology $ 3,060 $ - $ 3,060 Non-compete agreements 82 23 59 Total Intangibles $ 3,142 23 $ 3,119 |
832 Acquisition (Tables)
832 Acquisition (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
832 Acquisition | |
Schedule Of Purchase Price | Common stock $ 2,043 Total purchase price $ 2,043 |
Schedule Of Final Purchase Price Allocation | Cash $ 20 Goodwill 1,651 IP/Technology 343 Non-compete agreements 49 Accounts payable and accrued expenses (20 ) Total purchase price $ 2,043 |
Mercury Acquisition (Tables)
Mercury Acquisition (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
832 Acquisition | |
Schedule Of Purchase Price For Mercury | Cash $ 65 Common stock 1,350 Total purchase price $ 1,415 |
Schedule Of Final Purchase Price Allocation Mercury | Cash $ 74 Accounts receivable 33 Property, plant & equipment 741 Goodwill 1,319 Accounts payable and accrued expenses (427 ) Deferred revenue (3 ) Notes payable (322 ) Total purchase price $ 1,415 |
Vengar Acquisition (Tables)
Vengar Acquisition (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
832 Acquisition | |
Schedule Of Purchase Price Vengar | Cash $ 50 Common stock 16,230 Total purchase price $ 16,280 |
Schedule Of Final Purchase Price Allocation Vengar | Cash $ 27 Property, plant & equipment 4 Goodwill 14,853 IP/Technology 1,402 Non-compete agreements 33 Accounts payable and accrued expenses (39 ) Total purchase price $ 16,280 |
Related Parties and Related P_2
Related Parties and Related Party Transactions (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
832 Acquisition | |
Schedule Of Related Party Balance Sheet And Income Statement Items | Related party balance sheet items As of January 31, 2022 2021 FMV Prepaid expenses $ 2,000 $ - Accounts payable and accrued expenses 24 - Loans payable 24 13 Related party income statement items As of January 31, 2022 2021 FMV Consulting expenses $ 142 $ - Directors and officers compensation 253 - Stock based compensation 1,375 46,686 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
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) | 12 Months Ended |
Jan. 31, 2022 | |
Warrants | |
Schedule Of Warrant Activity | Weighted Average Conversion Shares Price Warrants outstanding at January 31, 2020 3,000,000 $ 1.00 Cancelled in fiscal year 2021 (250,000 ) 1.00 Exercised in fiscal year 2021 (75,000 ) 1.00 Granted in fiscal year 2021 - - Warrants outstanding at January 31, 2021 2,675,000 $ 1.00 Cancelled in fiscal year 2022 (350,000 ) 3.58 Exercised in fiscal year 2022 (190,000 ) 1.32 Granted in fiscal year 2022 2,856,000 4.54 Warrants outstanding at January 31, 2022 4,991,000 $ 2.83 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Property, Plant and Equipment | |
Schedule Of Property, Plant And Equipment | Land $ 36 Buildings and building improvements 329 Machinery and equipment 208 Furniture, fixtures and office equipment 69 Computer equipment and computer software 238 Vehicles 181 1,061 Less: Accumulated depreciation (60 ) Total property, plant and equipment, net $ 1,001 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Goodwill | |
Schedule Of Goodwill | 832 Acquisition $ 1,651 Mercury Acquisition 1,319 Vengar Acquisition 14,853 Total goodwill $ 17,823 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Income Taxes | |
Schedule Of Income Tax Provision | Current Federal $ 362 State 77 Total Current 439 Deferred Federal 327 State 69 Total Deferred 396 Total Provision $ 835 |
Schedule Of Net Deferred Tax Liability | Stock compensation $ 406 Total deferred tax assets 406 Less valuation allowance - Net deferred tax asset 406 Fixed assets (116 ) Crypto fair value adjustments (536 ) Intangibles (371 ) Total deferred tax liabilities (1,023 ) Net deferred tax liability $ (617 ) Net change in valuation allowance $ - |
Schedule Of Reconciliation Of Income Taxes | Income before taxes $ 3,152 Statutory rate in U.S. 21.00 % Tax expense at the statutory tax rate 662 21.00 % Permanent differences 69 2.19 % State taxes 116 3.68 % Return to provision true up (12 ) (0.35%) Tax on income 835 26.52 % |
Net Income (Loss) Per Common _2
Net Income (Loss) Per Common Share (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Net Income (Loss) Per Common Share | |
Net Income (loss) Per Common Share | For the Years Ended January 31, 2022 2021 (in thousands, except per share data) Numerator: Net income (loss) $ 2,317 $ (49,299 ) Denominator: Weighted average common shares outstanding 7,460 6,843 Effect of dilutive securities: Warrants 2,333 - Preferred stock - - Diluted shares outstanding 9,793 6,843 Basic: Net income (loss) per common share $ 0.31 $ (7.20 ) Diluted: Net income (loss) per common share $ 0.24 $ (7.20 ) |
Cryptocurrency Assets (Tables)
Cryptocurrency Assets (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Cryptocurrency Assets | |
Schedule Of Cryptocurrency Assets | Current Assets As of January 31, 2022 2021 Coin Symbol FMV BTC $ 272 $ - ETH 1 - HEX 2,879 123 $ 3,152 $ 123 Non-Current Assets As of January 31, 2022 2021 Coin Symbol Cost Basis PRES $ - $ 15 BIT - 83 $ - $ 98 |
Explanation of Restatement of_2
Explanation of Restatement of Statements of Income for January 31, 2021 (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Explanation of Restatement of Statements of Income for January 31, 2021 | |
Changes In Consolidated Statements Of Income | For the Year Ended January 31, 2021 Original Change Restated Revenue $ 927 $ 865 $ 62 Cost of sales 423 (423 ) - Gross profit 504 (442 ) 62 Selling, general, and administrative 49,975 - 49,975 Depreciation and amortization - - - Total operating expenses 49,975 - 49,975 Loss from operations (49,471 ) (442 ) (49,913 ) Other income (expense), net 172 442 614 Income (loss) before income taxes (49,299 ) - (49,299 ) Income tax expense - - - Net income (loss) $ (49,299 ) $ - $ (49,299 ) |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) | Apr. 26, 2021USD ($) |
Render [Member] | Two Vehicles [Member] | |
Receivable | $ 49,000 |
Render [Member] | Software [Member] | |
Receivable | 135,000 |
832 [Member] | Purchase Price Reconized [Member] | |
Receivable | $ 233,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Jan. 31, 2022 | |
Vehicles [Member] | |
Estimated Useful Lives | 5 years |
Building and Building Improvements [Member] | |
Estimated Useful Lives | 15 years |
Machinery and Equipment [Member] | |
Estimated Useful Lives | 7 years |
Furniture, Fixtures and Office Equipment [Member] | |
Estimated Useful Lives | 7 years |
Computer Software, Intangible Asset [Member] | Minimum [Member] | |
Estimated Useful Lives | 1 year |
Computer Software, Intangible Asset [Member] | Maximum [Member] | |
Estimated Useful Lives | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) $ in Thousands | Jan. 31, 2022USD ($) |
Gross Amount | $ 3,142 |
Accumulated Amortization | 23 |
Net Carrying Amount | 3,119 |
IP/Technology [Member] | |
Gross Amount | 3,060 |
Accumulated Amortization | 0 |
Net Carrying Amount | 3,060 |
Non-compete Agreements [Member] | |
Gross Amount | 82 |
Accumulated Amortization | 23 |
Net Carrying Amount | $ 59 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Summary of Significant Accounting Policies | ||
Advertising Costs | $ 83,000 | $ 0 |
Capitalized Software Development Costs | 303,000 | 0 |
Revenues | 1,000,000 | 0 |
Deposits | 1,000,000 | |
Excess Of Amounts Protected By Insurance | 2,900,000 | |
Federally Insured Limit | 250,000 | |
Fcid Limit, Excess | $ 100,000 | $ 0 |
832 Acquisition (Details)
832 Acquisition (Details) - 832 [Member] - Purchase Price Reconized [Member] $ in Thousands | 1 Months Ended |
Jun. 21, 2021USD ($) | |
Common Stock | $ 2,043 |
Total Purchase Price | $ 2,043 |
832 Acquisition (Details 1)
832 Acquisition (Details 1) - USD ($) $ in Thousands | Jan. 31, 2022 | Jun. 21, 2021 | Jan. 31, 2021 |
Goodwill | $ 17,823 | $ 0 | |
832 [Member] | Purchase Price Allocation [Member] | |||
Cash | $ 20 | ||
Goodwill | 1,651 | ||
Ip/technology | 343 | ||
Non-compete Agreements | 49 | ||
Accounts Payable And Accrued Expenses | (20) | ||
Total Purchase Price | $ 2,043 |
832 Acquisition (Details Narrat
832 Acquisition (Details Narrative) - 832 [Member] - Purchase Price Allocation [Member] - USD ($) $ in Millions | 12 Months Ended | |
Jan. 31, 2022 | Jun. 21, 2021 | |
Revenue Recorded | $ 0.1 | |
Common Stock Acquired | 300,000 | |
Common Stock Value | $ 2 |
Mercury Acquisition (Details)
Mercury Acquisition (Details) - Mercury Acquisition [Member] - Purchase Price Reconized [Member] $ in Thousands | Jun. 30, 2021USD ($) |
Cash | $ 65 |
Common Stock | 1,350 |
Total Purchase Price | $ 1,415 |
Mercury Acquisition (Details 1)
Mercury Acquisition (Details 1) - USD ($) $ in Thousands | Jan. 31, 2022 | Jun. 30, 2021 | Jan. 31, 2021 |
Cash | $ 1,062 | $ 0 | |
Goodwill | 17,823 | $ 0 | |
Mercury Acquisition [Member] | |||
Goodwill | $ 1,319 | ||
Mercury Acquisition [Member] | Purchase Price Allocation [Member] | |||
Cash | $ 74 | ||
Accounts Receivable | 33 | ||
Property, Plant & Equipment | 741 | ||
Goodwill | 1,319 | ||
Accounts Payable And Accrued Expenses | (427) | ||
Deferred Revenue | (3) | ||
Notes Payable | (322) | ||
Total Purchase Price | $ 1,415 |
Mercury Acquisition (Details Na
Mercury Acquisition (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jun. 30, 2021 | |
Revenues | $ 1 | $ 0 | |
Mercury [Member] | Purchase Price Allocation [Member] | |||
Revenues | 0.7 | ||
Net Loss | $ 0.2 | ||
Common Stock Acquired | 450,000 | ||
Common Stock Value | $ 1.3 | ||
Cash Acquired | $ 0.1 |
Vengar Acquisition (Details)
Vengar Acquisition (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jul. 31, 2021 | Jan. 31, 2021 |
Cash | $ 1,062 | $ 0 | |
Common Stock | $ 1 | $ 1 | |
Vengar Acquisition [Member] | |||
Cash | $ 50 | ||
Common Stock | 16,230 | ||
Total Purchase Price | $ 16,280 |
Vengar Acquisition (Details 1)
Vengar Acquisition (Details 1) - USD ($) $ in Thousands | Jan. 31, 2022 | Jul. 31, 2021 | Jan. 31, 2021 |
Goodwill | $ 17,823 | $ 0 | |
Vengar Acquisition [Member] | |||
Cash | $ 27 | ||
Property, Plant & Equipment | 4 | ||
Goodwill | $ 14,853 | 14,853 | |
Ip/technology | 1,402 | ||
Non-compete Agreements | 33 | ||
Accounts Payable And Accrued Expenses | (39) | ||
Total Purchase Price | $ 16,280 |
Vengar Acquisition (Details Nar
Vengar Acquisition (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | |
Purchase Price Including Common Stock, Value | $ 19,623,000 | ||
Revenues | 1,000,000 | $ 0 | |
Vengar Acquisition [Member] | |||
Purchase Price Including Common Stock, Shares | 1,000,000 | ||
Purchase Price Including Common Stock, Value | $ 16,200,000 | ||
Acquisition Purchase Price In Cash | $ 100,000 | ||
Revenues | 200,000 | ||
Net Loss | $ 200,000 |
Sale of Assets to Related Par_2
Sale of Assets to Related Party (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | May 13, 2020 | Dec. 31, 2021 | Jul. 06, 2021 |
Hex Tokens Sold | $ 5 | ||
Hex Tokens Per Share | $ 0.20 | ||
May 13, 2020 [Member] | First Bitcoin Capital Inc. [Member] | |||
Purchase Price | $ 1.9 | ||
Interest Fee | 9.00% | ||
Discount Rate | 10.00% | ||
Convertible Promissory Note Exchanged | $ 1.4 | ||
Purchase Price Description | The $1.9 million was paid through the transfer of $0.5 million in First Bitcoin Capital, Inc. (“BIT”) cryptocurrency tokens and a $1.4 million convertible promissory note. The Company received 122,968,776.18 BIT tokens at the price of $0.004066098 per token. | ||
Hex Tokens Sold | $ 5 | ||
Hex Tokens Per Share | $ 0.20 |
Cryptocurrency Assets (Details)
Cryptocurrency Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Current Assets Fmv | $ 3,152 | $ 123 |
BTC [Member] | ||
Current Assets Fmv | 272 | 0 |
ETH [Member] | ||
Current Assets Fmv | 1 | 0 |
HEX [Member] | ||
Current Assets Fmv | $ 2,879 | $ 123 |
Cryptocurrency Assets (Details
Cryptocurrency Assets (Details 1) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Non-current Assets Cost | $ 0 | $ 98 |
BIT [Member] | ||
Non-current Assets Cost | 0 | 83 |
PRES [Member] | ||
Non-current Assets Cost | $ 0 | $ 15 |
Cryptocurrency Assets (Detail_2
Cryptocurrency Assets (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Cryptocurrency Assets | ||
Other Income Fair Market Value Adjustments | $ 3.8 | $ 0.4 |
Sales Of Cryptocurrencies, Net Of Associated Costs | $ 1.2 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Property, Plant And Equipment, Gross | $ 1,061 | |
Less: Accumulated Depreciation | (60) | |
Total Property, Plant And Equipment, Net | 1,001 | $ 0 |
Vehicles [Member] | ||
Property, Plant And Equipment, Gross | 181 | |
Building and Building Improvements [Member] | ||
Property, Plant And Equipment, Gross | 329 | |
Machinery and Equipment [Member] | ||
Property, Plant And Equipment, Gross | 208 | |
Furniture, Fixtures and Office Equipment [Member] | ||
Property, Plant And Equipment, Gross | 69 | |
Computer Equipment and Computer Software [Member] | ||
Property, Plant And Equipment, Gross | 238 | |
Land [Member] | ||
Property, Plant And Equipment, Gross | $ 36 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jul. 31, 2021 | Jan. 31, 2021 |
Goodwill | $ 17,823 | $ 0 | |
Vengar Acquisition [Member] | |||
Goodwill | 14,853 | $ 14,853 | |
832 Acquisition [Member] | |||
Goodwill | 1,651 | ||
Mercury Acquisition [Member] | |||
Goodwill | $ 1,319 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Mar. 17, 2021 | Jan. 31, 2022 | |
Outstanding Debt | $ 600,000 | |
Weighted Average Interest Rate | 6.20% | |
Debt Maturity Range | from 2022 through 2037 | |
CFO [Member] | ||
Loan Financed | $ 500,000 | |
Epic Industry Corp [Member] | ||
Loan Amount | $ 500,000 | |
Interest Rate | 3.00% |
Related Parties and Related P_3
Related Parties and Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Prepaid Expenses | $ 2,918 | $ 1 |
FMV [Member] | ||
Prepaid Expenses | 2,000 | 0 |
Consulting Expenses | 142 | 0 |
Accounts Payable And Accrued Expenses | 24 | 0 |
Loans Payable | 24 | 13 |
Directors And Officers Compensation | 253 | 0 |
Stock Based Compensation | $ 1,375 | $ 46,686 |
Related Parties and Related P_4
Related Parties and Related Party Transactions (Details Narrative) | Jan. 03, 2022USD ($)integer | Aug. 09, 2021$ / sharesshares | Jul. 06, 2021USD ($)shares | Jul. 02, 2021USD ($)shares | Apr. 12, 2021USD ($)shares | Dec. 09, 2020shares | May 13, 2020USD ($)$ / shares | Dec. 31, 2021USD ($)$ / shares | Jul. 31, 2021shares | Apr. 22, 2020USD ($)$ / sharesshares | Apr. 17, 2020USD ($)integer$ / sharesshares | Apr. 30, 2021$ / sharesshares | Jan. 31, 2022USD ($)$ / sharesshares | Jan. 31, 2021USD ($)$ / sharesshares | Jan. 07, 2022USD ($) | Jul. 01, 2021 | Mar. 17, 2021USD ($) | Apr. 29, 2020shares | Jun. 14, 2018USD ($) |
Hex Tokens Per Share | $ / shares | $ 0.20 | ||||||||||||||||||
Hex Tokens Sold | $ 5,000,000 | ||||||||||||||||||
Hex Tokens Aggregate Amount | $ 1,000,000 | ||||||||||||||||||
Accounts Payable - Related Party Reserve For Settlement | $ 154,307 | ||||||||||||||||||
Issuance Of Stock's Recorded Value | $ 769,000 | $ 35,000 | |||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||
Preferred Stock Issued | shares | 200,000 | 150,000 | |||||||||||||||||
Par Value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||
Preferred Stock Issued | shares | 400,000 | 650,000 | |||||||||||||||||
Par Value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Overwatch [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||
Preferred Stock Issued | shares | 100,000 | ||||||||||||||||||
Par Value | $ / shares | $ 0.0001 | ||||||||||||||||||
Paul Rosenberg [Member] | |||||||||||||||||||
Preferred Stock Issued | shares | 150,000 | ||||||||||||||||||
Shares Issued, Conversions, Amount | $ 104,988 | ||||||||||||||||||
Shares Issued, Conversions, Shares | shares | 130,128 | ||||||||||||||||||
Common Stock, Par Value | $ / shares | $ 0.75 | ||||||||||||||||||
Paul Rosenberg [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Preferred Stock Issued | shares | 150,000 | ||||||||||||||||||
Number Of Cryptocurrency | integer | 60 | ||||||||||||||||||
Stock Percentage On Fully Diluted Basis | 7.00% | ||||||||||||||||||
Issuance Of Stock's Recorded Value | $ 6,548,188 | ||||||||||||||||||
Overwatch Partners, Inc [Member] | |||||||||||||||||||
Stock Percentage On Fully Diluted Basis | 33.00% | ||||||||||||||||||
Issuance Of Stock's Recorded Value | $ 40,137,788 | ||||||||||||||||||
Net Book Value On Date Of Sale | $ 84,956 | ||||||||||||||||||
Issuane Of Preferred Stock | $ 100,000 | ||||||||||||||||||
Ownership Percentage | 50.00% | ||||||||||||||||||
Account Payable To Related Party | $ 24,000 | $ 13,000 | |||||||||||||||||
Voting Control Percentage Rate | 68.00% | ||||||||||||||||||
First Bitcoin Capital Corp [Member] | |||||||||||||||||||
Promissory Notes | $ 1,400,000 | ||||||||||||||||||
Purchase Price Of Software | $ 1,900,000 | ||||||||||||||||||
Payment Through Transfer In Bit Cryptocurrency | 500,000 | ||||||||||||||||||
Convertible Promissory Note | $ 1,400,000 | ||||||||||||||||||
Tokens Received | 122,968,776.18 | ||||||||||||||||||
Tokens Received Price Per Share | $ / shares | $ 0.004066098 | ||||||||||||||||||
Promissory Notes Exchanged For Settlement | $ 1,400,000 | ||||||||||||||||||
Description Of Bit Tokens | the Company transferred 20,726,120 BIT tokens to BOTS | ||||||||||||||||||
Convertible Promissory Note, Simple Interest | 9.00% | ||||||||||||||||||
Discount Percentage Rate | 10.00% | ||||||||||||||||||
Software Assets | $ 0 | ||||||||||||||||||
Interest Receivable | 90,000 | ||||||||||||||||||
ATrade Investment Technologies, LLC [Member] | |||||||||||||||||||
Payment For Purchase Of Software | $ 1,000,000 | ||||||||||||||||||
Number Of Managing Members | integer | 832 | ||||||||||||||||||
APO Holdings, LLC [Member] | |||||||||||||||||||
Common Stock, Shares Converted | shares | 38,962 | ||||||||||||||||||
Shares Issued, Conversions, Shares | shares | 38,962 | ||||||||||||||||||
Line Of Credit | $ 0 | $ 0 | $ 100,000 | ||||||||||||||||
Monthly Interest Rate | 0.60% | ||||||||||||||||||
Annualized Interest Rate | 7.20% | ||||||||||||||||||
Epic Industry Corp [Member] | |||||||||||||||||||
Preferred Stock Issued During Period | shares | 1,100,000 | ||||||||||||||||||
Sale Of Stock Per Share | $ / shares | $ 2.21 | ||||||||||||||||||
Eric Jaffe [Member] | |||||||||||||||||||
Common Stock Shares Purchase Upon Issue Of Warrants | shares | 50,000 | ||||||||||||||||||
Issuance Of Warrants | shares | 42,246 | ||||||||||||||||||
Exercise Price | $ / shares | $ 2.12 | ||||||||||||||||||
Epic [Member] | |||||||||||||||||||
Common Stock Shares Purchase Upon Issue Of Warrants | shares | 100,000 | ||||||||||||||||||
Common Stock Shares Purchase Upon Issue Of Warrants, Amount | $ 100,000 | ||||||||||||||||||
Preferred Stock Series A, Shares Issued | shares | 50,000 | 50,000 | |||||||||||||||||
Borrowed Funds | $ 500,000 | ||||||||||||||||||
Commissions | $ 2,500,000 | ||||||||||||||||||
Additional Revenue | 5,000,000 | ||||||||||||||||||
Series A Preferred Shares Sale, Percentage | 40.00% | ||||||||||||||||||
Preferred Stock Series A, Shares Issued, Amount Generated | 5,000,000 | ||||||||||||||||||
Percentage Of Commissions | 10.00% | ||||||||||||||||||
Commission Due And Booked As Prepayment | $ 2,000,000 | ||||||||||||||||||
Epic [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||
Preferred Stock Issued | shares | 50,000 | ||||||||||||||||||
Preferred Stock Issued During Period | shares | 50,000 | ||||||||||||||||||
BOTS, Inc [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Preferred Stock Issued | shares | 250,000 | ||||||||||||||||||
Common Stock, Shares Converted | shares | 5,000,000 | ||||||||||||||||||
Common Stock, Shares Owned | shares | 5,000,000 | ||||||||||||||||||
BOTS, Inc [Member] | Paul Rosenberg [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Common Stock, Shares Converted | shares | 5,000,000 |
Stockholders Equity (Details)
Stockholders Equity (Details) shares in Thousands, $ in Thousands | 12 Months Ended |
Jan. 31, 2022USD ($)shares | |
Paul Rosenberg [Member] | |
Stock Based Compensation | $ 773 |
Conversion Of Accounts Payable To Common Stock | $ 105 |
Conversion Of Accounts Payable, Shares | shares | 130,128 |
Fair Market Value | $ 878 |
Brandy Craig [Member] | |
Stock Based Compensation | 528 |
Conversion Of Accounts Payable To Common Stock | $ 69 |
Conversion Of Accounts Payable, Shares | shares | 88,455 |
Fair Market Value | $ 597 |
Law Offices of Carl G Hawkins [Member] | |
Stock Based Compensation | 51 |
Conversion Of Accounts Payable To Common Stock | $ 6 |
Conversion Of Accounts Payable, Shares | shares | 8,504 |
Fair Market Value | $ 57 |
Thomas G Amon [Member] | |
Stock Based Compensation | 115 |
Conversion Of Accounts Payable To Common Stock | $ 15 |
Conversion Of Accounts Payable, Shares | shares | 19,230 |
Fair Market Value | $ 130 |
Total [Member] | |
Stock Based Compensation | 1,467 |
Conversion Of Accounts Payable To Common Stock | $ 195 |
Conversion Of Accounts Payable, Shares | shares | 246,317 |
Fair Market Value | $ 1,662 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | Sep. 13, 2021 | Aug. 09, 2021 | Jul. 06, 2021 | Apr. 12, 2021 | Dec. 09, 2020 | Sep. 01, 2020 | Apr. 19, 2022 | Jul. 31, 2021 | Jun. 30, 2021 | Jun. 24, 2021 | Jun. 21, 2021 | May 23, 2021 | Apr. 29, 2020 | Apr. 22, 2020 | Apr. 17, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Jan. 31, 2022 | Jan. 31, 2021 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | |||||||||||||||||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Common Stock, Shares Issued | 8,604,038 | 5,974,125 | |||||||||||||||||
Common Stock, Shares Outstanding | 8,604,038 | 5,974,125 | |||||||||||||||||
Common Stock Sold, Value | $ 669,000 | ||||||||||||||||||
Common Share Exercised | 500,000 | ||||||||||||||||||
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 | 200,000 | 150,000 | |||||||||||||||||
Preferred Stock, Description | The conversion rate for every 1 share of Series A Preferred stock is 50 shares of common stock. Each share of Series A Preferred stock entitles the holder to 1,000 votes | ||||||||||||||||||
Series A Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |||||||||||||||||
Series A Preferred Stock, Shares Outstanding | 200,000 | 150,000 | |||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||
Series A Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Series A Preferred Stock, Shares Issued | 400,000 | 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 entitles the holder to 100 votes | ||||||||||||||||||
Series B Preferred Stock, Shares Authorized | 1,500,000 | 1,500,000 | |||||||||||||||||
Series B Preferred Stock, Shares Outstanding | 400,000 | 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 | ||||||||||||||||||
Vengar Acquisition [Member] | |||||||||||||||||||
Common Shares Purchased | 1,000,000 | ||||||||||||||||||
Mercury Acquisition [Member] | |||||||||||||||||||
Common Shares Purchased | 450,000 | ||||||||||||||||||
Andrus Nomm [Member] | |||||||||||||||||||
Common Shares Purchased | 153,846 | ||||||||||||||||||
Common Stock Issue, Value | $ 1,000,000 | ||||||||||||||||||
Chris Carter [Member] | |||||||||||||||||||
Common Shares Purchased | 300,000 | ||||||||||||||||||
Eric Jaffe [Member] | |||||||||||||||||||
Common Stock Shares Purchase Upon Issue Of Warrants | 50,000 | ||||||||||||||||||
Exercise Price | $ 2.12 | ||||||||||||||||||
Issuance Of Warrants | 42,246 | ||||||||||||||||||
BOTS, Inc [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Common Stock, Shares Converted | 5,000,000 | ||||||||||||||||||
Individual [Member] | |||||||||||||||||||
Common Shares Purchased | 261,667 | 46,000 | |||||||||||||||||
Common Stock Sold, Value | $ 392,502 | $ 276,000 | |||||||||||||||||
Average Price | $ 1.50 | $ 6 | |||||||||||||||||
Epic Industry Corp [Member] | |||||||||||||||||||
Common Shares Purchased | 1,100,000 | ||||||||||||||||||
Epic Industry Corp [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||
Preferred Stock Sold | 150,000 | 50,000 | |||||||||||||||||
CFO [Member] | |||||||||||||||||||
Common Stock Shares Purchase Upon Issue Of Warrants | 100,000 | ||||||||||||||||||
Exchange Shares, Amount | $ 100,000 | ||||||||||||||||||
Paul Rosenberg [Member] | |||||||||||||||||||
Common Stock Issued On Conversion, Shares | 130,128 | ||||||||||||||||||
Common Stock, Par Value | $ 0.75 | ||||||||||||||||||
Paul Rosenberg [Member] | BOTS, Inc [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Common Stock, Shares Converted | 5,000,000 | ||||||||||||||||||
Shares Return | 250,000 | 250,000 | |||||||||||||||||
Promissory Note Owed By First Bitcoin Capital | $ 1,400,000 | ||||||||||||||||||
Restricted Converting Common Stock | 500,000 | ||||||||||||||||||
Conversion Period | 24 years | ||||||||||||||||||
Series B Preferred Stock Exchange Shares | 125,000 | ||||||||||||||||||
Common Stock Shares Exchange | 50,000,000 | ||||||||||||||||||
Total Common Stock Shares | 100,000,000 | ||||||||||||||||||
APO Holdings, LLC [Member] | |||||||||||||||||||
Common Stock Issued On Conversion, Shares | 38,962 | ||||||||||||||||||
Common Stock, Shares Converted | 38,962 | ||||||||||||||||||
Sophie Grinevald and Bill Regan [Member] | |||||||||||||||||||
Common Shares Purchased | 5,000 | ||||||||||||||||||
Investor Relations agreement with RedChip [Member] | |||||||||||||||||||
Common Shares Purchased | 75,000 | ||||||||||||||||||
Common Stock Shares Value | $ 12,500 | ||||||||||||||||||
Sara Moline [Member] | |||||||||||||||||||
Common Shares Purchased | 5,000 | ||||||||||||||||||
Law Offices of Carl G. Hawkins [Member] | |||||||||||||||||||
Common Share Exercised | 40,000 | 20,000 | 20,000 | ||||||||||||||||
Option Exercise Price | $ 1 | $ 1 | $ 1 | ||||||||||||||||
Overwatch [Member] | |||||||||||||||||||
Common Share Exercised | 35,000 | ||||||||||||||||||
Reduction Of Outstanding Payables | $ 35,000 | ||||||||||||||||||
Warrants Issued | 35,000 | ||||||||||||||||||
Overwatch [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||
Series A Preferred Stock, Par Value | $ 0.0001 | ||||||||||||||||||
Acquisition [Member] | |||||||||||||||||||
Common Shares Purchased | 300,000 |
Warrants (Details)
Warrants (Details) - $ / shares | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Warrants | ||
Warrants Outstanding Shares, Beginning | 2,675,000 | 3,000,000 |
Cancelled, Shares | (350,000) | (250,000) |
Exercised, Shares | (190,000) | (75,000) |
Granted, Shares | 2,856,000 | 0 |
Warrants Outstanding Shares, Ending | 4,991,000 | 2,675,000 |
Warrants Outstanding Weighted Average Conversion Price, Beginning | $ 1 | $ 1 |
Weighted Average Conversion Price, Cancelled | 3.58 | 1 |
Weighted Average Conversion Price, Exercised | 1.32 | 1 |
Weighted Average Conversion Price, Granted | 4.54 | 0 |
Warrants Outstanding Weighted Average Conversion Price, Ending | $ 2.83 | $ 1 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | Sep. 13, 2021 | Dec. 09, 2020 | Sep. 01, 2020 | Apr. 19, 2022 | Jan. 31, 2022 | Jan. 31, 2021 |
Warrants Exercised | 500,000 | |||||
Cash | $ 1,062,000 | $ 0 | ||||
Law Offices of Carl G. Hawkins [Member] | ||||||
Warrants Exercised | 40,000 | 20,000 | 20,000 | |||
Option Exercise Price | $ 1 | $ 1 | $ 1 | |||
Overwatch [Member] | ||||||
Warrants Exercised | 35,000 | |||||
Reduction Of Outstanding Payables | $ 35,000 | |||||
Warrants Issued | 35,000 | |||||
Warrants 1 [Member] | Sophie Grinevald [Member] | ||||||
Sale Of Stock Per Share | $ 6.40 | |||||
Date Of Issuance | Sep. 20, 2021 | |||||
Date Of Expire | Sep. 19, 2026 | |||||
Common Shares Issued | 200,000 | |||||
Vested Shares | 50,000 | |||||
Vesting Shares | 50,000 | |||||
Warrants 1 [Member] | Richard Schaeffer [Member] | ||||||
Sale Of Stock Per Share | $ 6.40 | |||||
Date Of Issuance | Sep. 15, 2021 | |||||
Date Of Expire | Sep. 14, 2026 | |||||
Common Shares Issued | 200,000 | |||||
Vested Shares | 50,000 | |||||
Vesting Shares | 50,000 | |||||
Warrants 1 [Member] | Cedric Harris [Member] | ||||||
Sale Of Stock Per Share | $ 5.25 | |||||
Date Of Issuance | Jun. 21, 2021 | |||||
Date Of Expire | Jun. 20, 2026 | |||||
Common Shares Issued | 200,000 | |||||
Vested Shares | 50,000 | |||||
Vesting Shares | 50,000 | |||||
Warrants 1 [Member] | Stockholder of the Company [Member] | ||||||
Sale Of Stock Per Share | $ 9 | |||||
Date Of Issuance | Oct. 21, 2021 | |||||
Date Of Expire | Oct. 20, 2026 | |||||
Common Shares Issued | 6,000 | |||||
Vested Shares | 6,000 | |||||
Warrants 1 [Member] | Myosin Inc. [Member] | ||||||
Sale Of Stock Per Share | $ 7 | |||||
Date Of Issuance | Sep. 30, 2021 | |||||
Common Shares Issued | 100,000 | |||||
Vested Shares | 100,000 | |||||
Warrants 1 [Member] | Officer Bill Regan [Member] | ||||||
Sale Of Stock Per Share | $ 6.40 | |||||
Date Of Issuance | Sep. 22, 2021 | |||||
Date Of Expire | Sep. 21, 2026 | |||||
Common Shares Issued | 400,000 | |||||
Vested Shares | 100,000 | |||||
Vesting Shares | 100,000 | |||||
Warrants 1 [Member] | Thomas Amon [Member] | ||||||
Sale Of Stock Per Share | $ 6.80 | |||||
Date Of Issuance | Sep. 20, 2021 | |||||
Date Of Expire | Sep. 19, 2026 | |||||
Common Shares Issued | 125,000 | |||||
Vested Shares | 50,000 | |||||
Vesting Shares | 25,000 | |||||
Warrants 1 [Member] | Toney Jennings and Brandon Hart [Member] | ||||||
Sale Of Stock Per Share | $ 5.05 | |||||
Date Of Issuance | Jul. 31, 2021 | |||||
Date Of Expire | Jul. 30, 2026 | |||||
Common Shares Issued | 400,000 | |||||
Vested Shares | 50,000 | |||||
Vesting Shares | 50,000 | |||||
Common Shares Purchased | 200,000 | |||||
Warrants 1 [Member] | Robert Adams, Eric Jaffe, and Michael Hawkins [Member] | ||||||
Sale Of Stock Per Share | $ 2.21 | |||||
Date Of Issuance | Mar. 11, 2021 | |||||
Date Of Expire | Mar. 10, 2026 | |||||
Common Shares Issued | 600,000 | |||||
Vested Shares | 50,000 | |||||
Vesting Shares | 50,000 | |||||
Common Shares Purchased | 200,000 | |||||
Warrants 1 [Member] | Mark Gilroy, Michael Hawkins, Paul Rosenberg, and Robert Adams [Member] | ||||||
Sale Of Stock Per Share | $ 2.21 | |||||
Date Of Issuance | Feb. 1, 2021 | |||||
Date Of Expire | Jan. 31, 2026 | |||||
Common Shares Issued | 500,000 | |||||
Vested Shares | 50,000 | |||||
Vesting Shares | 25,000 | |||||
Common Shares Purchased | 125,000 | |||||
Warrants 1 [Member] | Jessica Hunt [Member] | ||||||
Sale Of Stock Per Share | $ 6 | |||||
Date Of Issuance | Jan. 11, 2022 | |||||
Date Of Expire | Jan. 10, 2027 | |||||
Common Shares Issued | 125,000 | |||||
Vested Shares | 50,000 | |||||
Vesting Shares | 25,000 | |||||
7 Warrants [Member] | Officers, Directors, and Investors [Member] | ||||||
Sale Of Stock Per Share | $ 1 | |||||
Date Of Issuance | Nov. 1, 2017 | |||||
Date Of Expire | Nov. 1, 2022 | |||||
Common Shares Issued | 3,000,000 | |||||
Warrants Exercised | 215,000 | |||||
Warrants Exercised, Value | $ 215,000 | |||||
Accounts Payable | 80,000 | |||||
Accounts Payable Related Party | 35,000 | |||||
Cash | $ 100,000 | |||||
Cancellation Of Warrants | 250,000 |
Income Taxes (Details )
Income Taxes (Details ) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Current | ||
Federal | $ 362 | |
State | 77 | |
Total Current | 439 | |
Deferred | ||
Federal | 327 | |
State | 69 | |
Total Deferred | 396 | |
Total Provision | $ 835 | $ 0 |
Income Taxes (Details 1 )
Income Taxes (Details 1 ) | Jan. 31, 2022USD ($) |
Income Taxes | |
Stock Compensation | $ 406,000 |
Total Deferred Tax Assets | 406,000 |
Less Valuation Allowance | 0 |
Net Deferred Tax Assets | 406,000 |
Fixed Assets | (116,000) |
Crypto Fair Value Adjustments | (536,000) |
Intangibles | (371,000) |
Total Deferred Tax Liabilities | (1,023,000) |
Net Deferred Tax Liability | (617,000) |
Net Change In Valuation Allowance | $ 0 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Income Taxes | ||
Income Before Taxes | $ 3,152 | |
Statutory Rate In U.s., Percentage | 21.00% | |
Tax Expense At The Statutory Tax Rate, Percentage | 21.00% | |
Tax Expense At The Statutory Tax Rate, Amount | $ 662 | |
Permanent Differences, Percentage | 2.19% | |
Permanent Differences, Amount | $ 69 | |
State Taxes, Amount | $ 116 | |
State Taxes, Percentage | 3.68% | |
Return To Provision True Up, Percentage | (0.35%) | |
Return To Provision True Up, Amount | $ (12) | |
Tax On Income, Percentage | 26.52% | |
Tax On Income, Amount | $ 835 | $ 0 |
Net Income (Loss) Per Common _3
Net Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Net Income (Loss) Per Common Share | ||
Net Income (loss) | $ 2,317 | $ (49,299) |
Weighted Average Common Shares Outstanding | 7,460,000 | 6,843,000 |
Warrants | 2,333,000 | 0 |
Preferred Stock | 0 | 0 |
Diluted Shares Outstanding | 9,793,000 | 6,843,000 |
Basic: Net Income (loss) Per Common Share | $ 0.31 | $ (7.20) |
Diluted: Net Income (loss) Per Common Share | $ 0.24 | $ (7.20) |
Explanation of Restatement of_3
Explanation of Restatement of Statements of Income for January 31, 2021 (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Revenue | $ 2,481 | $ 62 |
Cost Of Sales | 231 | 0 |
Gross Profit | 2,250 | 62 |
Selling, General, And Administrative | 4,183 | 49,975 |
Depreciation And Amortization | 96 | 0 |
Total Operating Expenses | 4,279 | 49,975 |
Loss From Operations | (2,029) | (49,913) |
Other Income (expense), Net | 5,181 | 614 |
Income (loss) Before Income Taxes | 3,152 | (49,299) |
Tax On Income, Amount | 835 | 0 |
Net Income (loss) | $ 2,317 | (49,299) |
Restated [Member] | ||
Revenue | 62 | |
Cost Of Sales | 0 | |
Gross Profit | 62 | |
Selling, General, And Administrative | 49,975 | |
Depreciation And Amortization | 0 | |
Total Operating Expenses | 49,975 | |
Loss From Operations | (49,913) | |
Other Income (expense), Net | 614 | |
Income (loss) Before Income Taxes | (49,299) | |
Tax On Income, Amount | 0 | |
Net Income (loss) | (49,299) | |
Original [Member] | ||
Revenue | 927 | |
Cost Of Sales | 423 | |
Gross Profit | 504 | |
Selling, General, And Administrative | 49,975 | |
Depreciation And Amortization | 0 | |
Total Operating Expenses | 49,975 | |
Loss From Operations | (49,471) | |
Other Income (expense), Net | 172 | |
Income (loss) Before Income Taxes | (49,299) | |
Tax On Income, Amount | 0 | |
Net Income (loss) | (49,299) | |
Change [Member] | ||
Revenue | 865 | |
Cost Of Sales | 423 | |
Gross Profit | (442) | |
Selling, General, And Administrative | 0 | |
Depreciation And Amortization | 0 | |
Total Operating Expenses | 0 | |
Loss From Operations | (442) | |
Other Income (expense), Net | 442 | |
Income (loss) Before Income Taxes | 0 | |
Tax On Income, Amount | 0 | |
Net Income (loss) | $ 0 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Apr. 19, 2022 | Apr. 17, 2022 | Mar. 17, 2022 | Jan. 31, 2022 | |
Series A Preferred Stock Eligible To Be Converted Into Common Stock | 150,000 | |||
Common Stock Issued Upon Warrants Exercised | 500,000 | |||
Proceeds From Warrants Exercised | $ 0.5 | |||
Preferred Stock Series C Blank Check [Member] | ||||
Convertible Preferred Stock | 2,000,000 | |||
Preferred Stock Series C [Member] | ||||
Stock Issued Upon Conversion | 2,000,000 | |||
Share Price | $ 0.0001 | |||
Stock Issued Description | The number of common shares issued shall be at the rate of 30% less than the volume-weighted average price or $5.00 per share whichever is less | |||
Preferred Stock Sold, Share | 250,000 | |||
Proceeds From Preferred Share | $ 1 | |||
Preferred Stock Series C [Member] | Investor [Member] | ||||
Stock Issued Upon Conversion | 25,000 | |||
Price Per Share | $ 9 |