UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark One)
þ |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
For the quarterly
period ended October 31, 2015 |
|
|
¨ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
For the transition
period from________ to ___________ |
Commission
File No. 000-55031
THE
MARYJANE GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
98-1039235 |
(State or other
jurisdiction of incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
|
|
|
910
16th Street, Suite 412, Denver, CO 80202 |
|
(303)
835-8603 |
(Address of principal
executive offices) |
|
(Registrants
Telephone Number) |
N/A
(Former
name, former address and former fiscal year, if changed since last report)
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ
No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ
No ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company þ
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
The
number of shares outstanding of each of the issuers classes of Common Stock as of December 21, 2015 was
1,450,165,023.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Quarterly Report on Form 10-Q contains both historical and forward-looking statements. The forward-looking statements in this
quarterly report are not based on historical facts, but rather reflect the current expectations of our management concerning future
results and events. These forward-looking statements include, but are not limited to, statements concerning our plans to continue
the marketing, commercialization and sale of our services and planned future products and product candidates; address certain
markets; and evaluate additional product candidates for subsequent sales. In some cases, these statements may be identified by
terminology such as may, will, should, expect, plan, anticipate,
believe, estimate, predict, potential, or continue, or the negative
of such terms and other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements
contained herein are reasonable, we cannot guarantee future results, the outcome of an ongoing contractual dispute in connection
with our accounts receivable factoring arrangement, levels of business activity, performance, or achievements. These statements
involve known and unknown risks and uncertainties that may cause our or our industrys results, levels of activity, performance
or achievements to be materially different from those expressed or implied by forward-looking statements.
Managements Discussion
and Analysis (MD&A) should be read together with our financial statements and related notes included elsewhere
in this quarterly report. This quarterly report, including the MD&A, contains trend analysis and other forward-looking statements.
Any statements in this quarterly report that are not statements of historical facts are forward-looking statements. These forward-looking
statements made herein are based on our current expectations, involve a number of risks and uncertainties and should not be considered
as guarantees of future performance.
Other
factors that could cause actual results to differ materially include without limitation:
| ● | our
ability to continue to finance our business; |
| | |
| ● | an
inability to arrange debt or equity financing; |
| | |
| ● | adverse
changes in laws or rules or regulations of governmental agencies; |
| | |
| ● | interruptions
or cancellation of existing contracts; |
| | |
| ● | impact
of competitive services and pricing; |
| | |
| ● | the
ability of management to execute plans and motivate personnel in the execution of those plans; |
| | |
| ● | the
presence of competitors with greater financial resources; |
| | |
| ● | our
ability to maintain our current pricing model and/or decrease our cost of sales; |
| | |
| ● | the
adoption of new, or changes in, accounting principles; |
| | |
| ● | the
costs inherent with complying with new statutes and regulations applicable to public reporting companies, such as the Sarbanes-Oxley
Act of 2002 |
These
factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed
in the forward-looking statements in this quarterly report. Other unknown or unpredictable factors also could have material adverse
effects on our future results. The forward-looking statements in this quarterly report are made only as of the date of this quarterly
report, and we do not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.
INDEX
TO FINANCIAL STATEMENTS
THE
MARYJANE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| |
October 31, | | |
April 30, | |
| |
2015 | | |
2015 | |
| |
| | |
| |
ASSETS |
Current Assets: | |
| | | |
| | |
Cash | |
$ | 57,681 | | |
$ | 44,990 | |
Inventory | |
| 2,160 | | |
| — | |
Prepaid expenses | |
| 1,233 | | |
| 39,808 | |
Employee advances | |
| 4,198 | | |
| 55 | |
Total current assets | |
| 65,272 | | |
| 84,853 | |
| |
| | | |
| | |
Fixed assets, net | |
| 30,554 | | |
| 18,313 | |
Security deposits | |
| 24,500 | | |
| 14,500 | |
Non-refundable purchase deposit | |
| 30,000 | | |
| — | |
Total assets | |
$ | 150,326 | | |
$ | 117,666 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS DEFICIT |
Current Liabilities: | |
| | | |
| | |
Convertible notes payable, net of debt discount of $203,225 and $417,752, respectively | |
$ | 132,057 | | |
$ | 327,549 | |
Accounts payable | |
| 77,760 | | |
| 23,056 | |
Promissory note | |
| 106,336 | | |
| 17,160 | |
Other current liabilities | |
| 398,638 | | |
| 287,879 | |
Total current liabilities | |
| 714,791 | | |
| 655,644 | |
| |
| | | |
| | |
Long-term Liabilities: | |
| | | |
| | |
Convertible notes payable, net of debt discount of $0 and $0, respectively | |
| — | | |
| 4,263 | |
Accrued interest | |
| 105 | | |
| 603 | |
Derivative liabilities | |
| 111,711 | | |
| 203,145 | |
Total long-term liabilities | |
| 111,816 | | |
| 208,011 | |
Total liabilities | |
| 826,607 | | |
| 863,655 | |
| |
| | | |
| | |
Commitments and Contingencies Stockholders
Deficit: | |
| | | |
| | |
Series A Preferred stock - par value $0.001;
2,000,000 shares authorized; 100,000 shares issued and outstanding | |
| — | | |
| — | |
Common stock - par value $0.001; 2,000,000,000 shares authorized; 1,288,927,901 and 30,637,844 issued and outstanding, respectively | |
| 1,288,928 | | |
| 30,638 | |
Additional paid in capital | |
| 2,239,737 | | |
| 2,211,957 | |
Prepaid services | |
| (600 | ) | |
| (54,536 | ) |
Accumulated deficit | |
| (4,204,347 | ) | |
| (2,934,048 | ) |
Total stockholders deficit | |
| (676,281 | ) | |
| (745,989 | ) |
Total liabilities and stockholders deficit | |
$ | 150,326 | | |
$ | 117,666 | |
The
accompanying footnotes are an integral part of these consolidated financial statements.
THE
MARYJANE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| |
Three Months Ended October 31, | |
Six Months Ended October 31, |
| |
2015 | |
2014 | |
2015 | |
2014 |
| |
| |
| |
| |
|
Revenues, net | |
$ | 310,587 | | |
$ | 164,293 | | |
$ | 547,607 | | |
$ | 277,232 | |
| |
| | | |
| | | |
| | | |
| | |
Cost of revenue | |
| 214,780 | | |
| 94,152 | | |
| 387,031 | | |
| 181,249 | |
| |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 95,807 | | |
| 70,141 | | |
| 160,576 | | |
| 95,983 | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
General and administration | |
| 252,313 | | |
| 1,091,394 | | |
| 643,417 | | |
| 1,572,854 | |
Sales and marketing | |
| 38,163 | | |
| 2,515 | | |
| 54,670 | | |
| 9,632 | |
Depreciation and amortization | |
| 2,090 | | |
| 1,007 | | |
| 4,392 | | |
| 2,015 | |
Total operating expenses | |
| 292,566 | | |
| 1,094,916 | | |
| 702,478 | | |
| 1,584,501 | |
| |
| | | |
| | | |
| | | |
| | |
Operating loss | |
| (196,758 | ) | |
| (1,024,775 | ) | |
| (541,902 | ) | |
| (1,488,518 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other income and (expense) | |
| | | |
| | | |
| | | |
| | |
Miscellaneous income | |
| 28 | | |
| 13,324 | | |
| 64 | | |
| 15,919 | |
Interest expense | |
| (196,351 | ) | |
| (90,106 | ) | |
| (611,381 | ) | |
| (154,501 | ) |
Loan closing costs | |
| — | | |
| (20,600 | ) | |
| — | | |
| (20,600 | ) |
Disposal of fixed assets | |
| — | | |
| — | | |
| — | | |
| (52,142 | ) |
Loss on settlement of debt | |
| — | | |
| — | | |
| (145,415 | ) | |
| — | |
Change in fair value of derivative liability | |
| (28,336 | ) | |
| — | | |
| (28,974 | ) | |
| — | |
Total other income (expense) | |
| (224,658 | ) | |
| (97,382 | ) | |
| (785,068 | ) | |
| (211,324 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss before taxes | |
| (421,417 | ) | |
| (1,122,157 | ) | |
| (1,326,970 | ) | |
| (1,699,842 | ) |
| |
| | | |
| | | |
| | | |
| | |
Provision for income taxes | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | | |
| | |
Net loss | |
$ | (421,417 | ) | |
$ | (1,122,157 | ) | |
$ | (1,326,970 | ) | |
$ | (1,699,842 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss per share, basic | |
$ | (0.00 | ) | |
$ | (0.06 | ) | |
$ | (0.00 | ) | |
$ | (0.16 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of shares outstanding | |
| 1,037,428,811 | | |
| 19,096,727 | | |
| 732,717,048 | | |
| 10,360,000 | |
The
accompanying footnotes are an integral part of these consolidated financial statements.
THE
MARYJANE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| |
Three Months Ended October 31, |
| |
2015 | |
2014 |
| |
| |
|
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
Net loss | |
$ | (1,326,970 | ) | |
$ | (1,699,842 | ) |
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities: | |
| | | |
| | |
Depreciation | |
| 4,391 | | |
| 2,015 | |
Amortization of prepaid services | |
| 69,935 | | |
| | |
Amortization of debt discount | |
| 511,125 | | |
| 140,318 | |
Amortization of prepaid expense | |
| 38,575 | | |
| 911,352 | |
Write off of non-cash consulting costs | |
| 4,000 | | |
| 94,650 | |
Change in fair value of derivative liability | |
| 28,335 | | |
| — | |
Loss on disposal of fixed assets | |
| — | | |
| 52,142 | |
Loss on settlement of debt | |
| 145,415 | | |
| — | |
Change in operating assets and liabilities: | |
| | | |
| | |
Accounts receivables | |
| — | | |
| (11,092 | ) |
Other current assets | |
| (6,302 | ) | |
| 8,445 | |
Accounts payable | |
| 54,704 | | |
| 20,882 | |
Bank overdraft | |
| — | | |
| (13,757 | ) |
Other current liabilities | |
| 141,518 | | |
| 120,683 | |
Other long-term liabilities | |
| 1,221 | | |
| 3,483 | |
Net cash flows used in operating activities | |
| (334,054 | ) | |
| (370,721 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
Security deposit | |
| (10,000 | ) | |
| (14,500 | ) |
Non refundable purchase deposit | |
| (30,000 | ) | |
| | |
Purchase of fixed assets | |
| (16,633 | ) | |
| (2,723 | ) |
Net cash flows used in investing activities | |
| (56,633 | ) | |
| (17,223 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Proceeds from convertible promissory notes | |
| 314,200 | | |
| 411,100 | |
Proceeds from promissory note | |
| 208,790 | | |
| — | |
Payment of promissory note | |
| (119,614 | ) | |
| — | |
Net cash flows provided by financing activities | |
| 403,376 | | |
| 411,100 | |
| |
| | | |
| | |
Increase (decrease) in cash | |
| 12,690 | | |
| 23,156 | |
Cash, beginning of period | |
| 44,990 | | |
| 3,431 | |
Cash, end of period | |
$ | 57,680 | | |
$ | 26,587 | |
| |
| | | |
| | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |
| | | |
| | |
Cash paid for interest | |
$ | 60,554 | | |
$ | — | |
Cash paid for income taxes | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITY | |
| | |
| |
| | | |
| | |
Non-cash additions of convertible notes | |
$ | 24,250 | | |
$ | — | |
Beneficial conversion feature for convertible notes | |
| — | | |
| 434,076 | |
Shares issued with employment agreements | |
| — | | |
| 1,162,025 | |
Shares issued for services | |
| — | | |
| 111,800 | |
The
accompanying footnotes are an integral part of these consolidated financial statements.
THE
MARYJANE GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 – THE COMPANY
The
MaryJane Group, Inc., f/k/a Pladeo Corp., a Nevada corporation (the Company), had six wholly-owned subsidiaries at
October 31, 2015, as listed below:
| |
Date of Organization or Incorporation |
| |
|
Mary Jane Entertainment, LLC | |
May 21, 2013 |
Capital Growth Corporation | |
February 4, 2014 |
Bud and Breakfast, LLC | |
April 10, 2014 |
Mary Jane Hospitality, LLC | |
July 22, 2014 |
MJ Ranch, LLC | |
June 8, 2015 |
SA Hotel, LLC | |
June 23, 2015 |
Unless
the context otherwise requires, the Company and the above listed wholly-owned subsidiaries collectively are sometimes referred
to as our Company, we, our, or us.
Overview
of Operating Businesses
On
January 1, 2014, the State of Colorado became the first state to legalize the use of recreational marijuana. Colorado residents,
who are at least 21 years of age with photo identification, may purchase as much as one ounce of marijuana in a single transaction.
Non-Colorado residents, bearing the same identification, may purchase as much as one-quarter ounce. Marijuana cannot be consumed
in any public space, including the shops where it was purchased. Our operating subsidiaries, as outlined herein, were formed for
the purpose of providing financing to assist Colorado marijuana growers, providing cannabis friendly lodging and to provide value
added services of information and entertainment to the consumers supporting the recreational marijuana industry.
Bed
and Breakfast Lease
On
June 24, 2015, The MaryJane Group, Inc. (the Company) executed a Lease Option Agreement (the Lease) with
Hotel San Ayre, LLC for the purchase of Hotel San Ayre and its four property locations in Colorado Springs, Colorado. The two-year
lease option term commences on July 15, 2015 and terminates the earlier of July 14, 2017 or the closing date of the purchase thereof.
The base rental amount for the first 12 months of the Lease is $12,500 and is $13,500 for the last 12 months of the Lease. The
Company is responsible for all operation, repair, use and maintenance of the premises during the term of the Lease. Joel Schneider,
the Companys Chief Executive Officer, personally guaranteed the Lease.
Upon
execution of the Lease, the Company paid a hard deposit of $30,000 which may be applied to the future purchase; however, is not
considered a security deposit and is not refundable if the purchase option is not exercised. The purchase price for the Hotel
San Ayre is $2,100,000 on an as-is basis.
Fiscal
year end
We
elected April 30th as our fiscal year ending date.
Going
concern uncertainty
At October 31, 2015, we had an accumulated deficit of $4,165,990 and for the six months ended October 31, 2015, we incurred
losses of $1,231,944. Our ability to continue in business is dependent upon obtaining sufficient financing or attaining profitable
operations. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining
profitable operations, and therefore, these matters raise substantial doubt about our ability to continue as a going concern.
These consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties,
nor do they include adjustments relating to the recoverability and realization of assets and classification of liabilities
that might be necessary should we be unable to continue in operation.
NOTE
2 – BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Interim
Financial Statements
The accompanying unaudited interim condensed consolidated financial statements of The MaryJane Group, Inc. have been prepared
in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim
financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and
footnotes required by GAAP for complete financial statements. In the opinion of management, such financial statements include
all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information
included herein in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (the “SEC”).
The balance sheet at April 30, 2015 has been derived from the audited consolidated financial statements at that date, but
does not include all of the information and footnotes required by GAAP for complete financial statements. The preparation
of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results
of operations for interim periods are not necessarily indicative of results for the full year. The accompanying unaudited
condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements
and related notes included in our Annual Report on Form 10-K for the year ended April 30, 2015 as filed with the SEC on July
27, 2015.
Recently
Issued and Newly Adopted Accounting Pronouncements
There
have been no material changes to our significant accounting policies as summarized in NOTE 2 of our Annual Report on Form 10-K/A
for the year ended April 30, 2015. We do not expect that the adoption of any recent accounting pronouncements will have a material
impact on our accompanying condensed consolidated financial statements.
Reclassifications
Certain
prior period amounts have been reclassified to conform to the current period presentation.
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair
Value of Financial Instruments
Our
financial instruments consist primarily of receivables, accounts payable, accrued expenses and short- and long-term debt. The
carrying amount of receivables, accounts payable and accrued expenses approximates our fair value because of the short-term maturity
of such instruments. We have elected not to carry our debt instruments at fair value. The carrying amount of our debt approximates
fair value. Interest rates that are currently available to us for issuance of short- and long-term debt with similar terms and
remaining maturities are used to estimate the fair value of the our short- and long-term debt and would be considered Level 3
inputs under the fair value hierarchy.
We
have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy
in accordance with GAAP. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical
assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).
Assets
and liabilities recorded in the condensed consolidated balance sheets at fair value are categorized based on a hierarchy of inputs,
as follows:
| Level 1 - | Unadjusted
quoted prices in active markets for identical assets or liabilities. |
| | |
| Level 2 - | Quoted
prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly
or indirectly through market corroboration, for substantially the full term of the financial instrument. |
| | |
| Level 3 - | Unobservable
inputs for the asset or liability. |
The
Companys financial assets and liabilities recorded at fair value on a recurring basis include the fair value of warrant
liability as detailed below. The fair value of this warrant liability is included in long-term liabilities on the accompanying
condensed consolidated financial statements.
The
following table provides the financial assets and liabilities reported at fair value and measured on a recurring basis:
Description | |
Assets/ (Liabilities) Measured at Fair Value | | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | | |
Significant Other Observable Inputs (Level 2) | | |
Significant Other Unobservable Inputs (Level3) | |
| |
| | |
| | |
| | |
| |
Fair value of warrant liability | |
$ | (111,711 | ) | |
$ | — | | |
$ | — | | |
$ | (111,711 | ) |
The
following table provides a summary of changes in fair value associated with the Level 3 liabilities for the quarter ended
October 31, 2015
| |
Fair Value Measurements Using
Significant Unobservable Inputs (Level 3) | |
| |
| | |
Balance at April 30, 2015 | |
$ | (203,145 | ) |
Issuances of derivative liabilities | |
| — | |
Change in fair value of derivative liabilities | |
| 28,336 | |
Transfers in and/out of Level 3 | |
| — | |
Warrants exercised | |
| 63,098 | |
Ending balance at October 31, 2015 | |
$ | (111,711 | ) |
The
above table of Level 3 liabilities begins with the prior period balance and adjusts the balance for changes that occurred during
the current period. The ending balance of the Level 3 securities presented above represent our best estimates and may not be substantiated
by comparisons to independent markets and, in many cases, could not be realized in immediate settlement of the instruments.
Reclassifications
Certain
prior period amounts have been reclassified to conform to current year presentation.
NOTE
4 – FIXED ASSETS
Fixed
assets consist of the following:
| |
October 31, 2015 | | |
April 30, 2015 | |
Furniture and fixtures | |
$ | 39,826 | | |
$ | 23,194 | |
Leasehold improvements | |
| 2,320 | | |
| 2,320 | |
Equipment | |
| 865 | | |
| 865 | |
| |
| 43,011 | | |
| 26,379 | |
Less: accumulated depreciation | |
| (12,457 | ) | |
| (8,066 | ) |
TOTAL PROPERTY AND EQUIPMENT | |
$ | 30,554 | | |
$ | 18,313 | |
Depreciation
expense for the three and six months ended October 31, 2015 was $2,090 and $4,391. Depreciation expense for the three and six
months ended October 31, 2014 was $1,007 and $2,015, respectively.
NOTE
5 – PROMISSORY NOTES
On
February 12, 2015, we entered into a loan agreement with an entity and borrowed $39,000. Pursuant to the terms of the loan agreement,
we are required to make 100 equal installments of $553, or an aggregate of $55,300, to repay the principal balance and interest
in full. On May 13, 2015, we entered into a new loan agreement with the same lender and borrowed $63,000. Pursuant to the terms
of the loan agreement, we are required to make 100 equal installments of $894, or an aggregate of $89,400, to repay the principal
balance and interest in full. We used approximately $20,500 to repay the February 12th loan and the balance of the
proceeds were used as working capital. During the quarter, we paid an additional $37,095 towards the principal.
On
May 22, 2015, a third party purchased a Convertible Promissory Note issued on April 30, 2014 in the aggregate amount of $53,275.
We issued a 12% Convertible Promissory Note in the aggregate amount of
$53,275. We issued an additional 12% Convertible Promissory
Note in the aggregate amount of $38,000. Each note matures May 22, 2016 and is convertible at a 40% discount from the lowest Trading
Price in the 10 trading days prior to conversion date. We received $33,000 in net proceeds from this transaction which we used
for general working capital.
On
June 11, 2015, we issued an 8% Convertible Promissory Note in the aggregate amount of $60,000. This note matures on June 11, 2016
and is convertible at 57% of the lowest trading price for the 20 days prior to the conversion date. We received $57,000 in net
proceeds from this transaction which we used for general working capital.
On
June 12, 2015, a third party purchased two Convertible Promissory Notes issued on June 16, 2014 and July 1, 2014. We issued a
Convertible Promissory Note in the aggregate amount of $52,087 and an 8% Convertible Promissory Note in the aggregate amount of
$30,000. The notes mature June 12, 2016 and is convertible at 59% of the lowest trading price for the 20 days prior to the conversion
date. We received $28,500 in net proceeds from this transaction which we used for general working capital.
On
June 23, 2015, we issued a 10% Convertible Promissory Note in the aggregate amount of $69,000. The note matures June 23, 2016
and is convertible at 50% to the lowest sale price of common stock in (i) 25 trading days immediately prior to the Original Issue
Date or (ii) the 25 trading days prior to the conversion date. We received $60,000 in net proceeds from this transaction which
we used for general working capital.
On
June 30, 2015, we issued an 8% Convertible Promissory Note in the aggregate amount of $50,750. The note matures March 30, 2015
and is convertible at 55% of the average of the two lowest prices in the prior 5 trading days prior to the conversion date. We
received $45,000 in net proceeds from this transaction which we used for general working capital.
On August 6, 2015, we issued an 8% Convertible Promissory Note in the aggregate amount of $36,750. The note matures August
6, 2016 and is convertible at 57% of the lowest trading price for the 20 trading days prior to the conversion date. We received
$35,000 in net proceeds from this transaction which we used for general working capital.
On August 19, 2015, we issued a 10%
Convertible Promissory Note in the aggregate amount of $29,700. The note matures August 19, 2016 and is convertible at 50%
to the lowest sale price of common stock in (i) 25 trading days immediately prior to the Original Issuance Date or (ii) the
25 trading days prior to the conversion date. We received $25,000 in net proceeds from this transaction which we used for
general working capital.
On August 19, 2015, we entered into a loan agreement with an entity and borrowed $50,000. Pursuant
to the terms of the loan agreement, we are required to make 112 equal installments of $625, or an aggregate of $70,000, to
repay the principal balance and interest in full. As December 11, 2015, the Company has made 79 payments totaling $49,375
and the remaining balance due under this loan on that date is $20,625. We received$50,000 in net proceeds from this transaction
which we used for general working capital. We have committed our daily receivables.
On October 12, 2015, we entered into a loan
agreement with an entity and borrowed $53,000. Pursuant to the terms of the loan agreement, we are required to make 110 equal
installments of $689. Or an aggregate of $75,790, to repay the principal balance and interest in full. As of December 11,
2015, the Company has made 40 payments totaling $27,560 and the remaining balance due under this loan on that date is $48,230.
We received $51,601 in net proceeds from this transaction after paying $1,399 in loan closing costs, which we used for general
working capital.
During the quarter ended October 31, 2015, approximately $101,375 of principal and interest was converted
into an aggregate 319,197,532 shares of common stock.
During the quarter ended October 31, 2015, the Company issued 44,642,847
shares upon the exercise of a warrant valued at $25,000. The shares were issued pursuant to a cashless exercise provision
contained in the warrant.
NOTE
6 – OTHER CURRENT LIABILITIES
Other
current liabilities consist of the following:
| |
October 31, 2015 | | |
April 30, 2015 | |
Payroll tax liability | |
$ | 257,586 | | |
$ | 182,143 | |
Accrued IRS and state interest and penalties | |
| 72,381 | | |
| 41,812 | |
Accrued state sales tax interest and penalties | |
| 5,787 | | |
| — | |
Accrued lodging and sales tax | |
| 48,067 | | |
| 35,269 | |
Accrued interest expense | |
| 14,284 | | |
| 22,373 | |
Accrued payroll | |
| 286 | | |
| 4,424 | |
Other current liabilities | |
| 2,140 | | |
| 1,858 | |
TOTAL OTHER CURRENT LIABILITIES | |
$ | 400,531 | | |
$ | 287,879 | |
NOTE
7 – CAPITAL STOCK
Preferred
Stock
At October 31, 2015 we had 2,000,000 shares of preferred stock, $0.001 par value authorized (the “Preferred Shares”).
We had no Preferred Shares outstanding at October 31, 2015. On June 19, 2015, the Board of Directors designated 100,000 shares
of its blank check preferred stock as Series A Preferred Stock, par value $0.001 per share. Each share of Series A Preferred
Stock shall entitle the holder thereof to 10,000 votes on all matters submitted to a vote of the stockholders of the Company.
The Certificate of Designation is filed as an exhibit to this Current Report on Form 8K and is incorporated herein by reference.
Common
Stock
At October 31, 2015 we had 2,000,000,000 shares of common stock, $0.001 par value authorized (the “Common Shares”),
with 1,288,927,901 Common Shares issued and outstanding.
Common
Stock Issuances During the Quarter Ended October 31, 2015
Shares Issued | | |
Fair Market Value of Shares Issued | | |
Purpose |
| 319,197,532 | | |
$ | 101,375 | | |
Debt conversion |
| 44,642,857 | | |
| 25,000 | | |
Warrant exercise |
| 363,840,389 | | |
$ | 126,375 | | |
|
Warrants
to Purchase Common Stock of the Company
We
use the Black-Scholes-Merton option pricing model (Black-Scholes Model) to determine the fair value of Warrant(s).
The Black-Scholes Model is an acceptable model in accordance with GAAP.
Warrant
Activity during the Quarter Ended October 31, 2015
On June 26, 2015, warrants issued were exercised as a cashless conversion for 28,769,841 shares, net of 6,944,444 that were
surrendered as part of the cashless conversion. The remaining balance of shares eligible to be exercised is 61,085,658
On September 10, 2015, warrants issued were exercised as a cashless conversion for 44,642,847, net of 12,755,102 that were
surrendered as part of the cashless conversion. The remaining balance of shares eligible to be exercised is 31,250,000.
Amendment
to Articles of Incorporation
On
May 11, 2015, the Board of Directors and shareholders owning a majority of the shares outstanding of the Company approved an increase
in its authorized shares of common stock. The Company filed a Certificate of Amendment to Certificate of Incorporation with the
Nevada Secretary of State to increase its authorized shares of common stock from 200,000,000 to 1,000,000,000 shares, $0.001 par
value per share.
On
June 19, 2015, the Board of Directors designated 100,000 shares of its blank check preferred stock as Series A Preferred Stock,
par value $0.001 per share. Each share of Series A Preferred Stock shall entitle the holder thereof to 10,000 votes on all matters
submitted to a vote of the stockholders of the Company.
On
June 25, 2015, the Board of Directors and a majority of the shareholders approved an increase in its authorized shares and filed
a Certificate of Amendment to Certificate of Incorporation with the Nevada Secretary of State to increase its authorized capital
to 2,002,000,000 shares including 2,000,000,000 shares of common stock, $0.001 par value per share, and 2,000,000 of preferred
stock, $0.001 par value per share.
Issuance
of Series A Preferred Stock
On
June 23, 2015, the Board of Directors approved the issuance of 100,000 shares of Series A Preferred Stock to Joel Schneider, the
Companys Chief Executive Office and President, for certain financial accommodations made to the Company including personal guarantees
on loans and property leases.
NOTE
8 – SUBSEQUENT EVENTS
Conversion
of Debt
On November 10, 2015, we issued a 10% Convertible Promissory Note in the aggregate amount of $10,000. The note matures November
10, 2016 and is convertible at 50% to the lowest sale price of common stock in (i) 25 trading days immediately prior to the
Original Issuance Date or (ii) the 25 trading days prior to the conversion date. We received $10,000 in net proceeds from
this transaction which we used for working capital.
Subsequent to October 31, 2015, approximately $27,400 of principal and
interest was converted into an aggregate of 161,212,122 shares of common stock.
On December 8, 2015 we completed a financing
with three investors whereby the Company received an aggregate of $75,000 in net proceeds from the transaction(s) which we
used for working capital. Pursuant to the transaction we issued three (3) notes in the aggregate amount of $81,000. The notes
matures December 3, 2016 and is convertible at 50% to the lowest sale price of common stock in (i) 20 trading days immediately
prior to the Original Issuance Date or (ii) the 20 trading days prior to the conversion date.
Contemporaneously with the transaction(s)
described in the previous paragraph, the three investors acquired a promissory note from a third party investor, which was
originally issued in the principal amount of $38,000, and with accrued and unpaid interest totaled approximately $40,448 on
the date of sale. The Company was in default under the terms of the promissory note and as a result the three investors acquired
that note for an aggregate of $50,000. As consideration for the financial accommodations made by these three investors preventing
the note from going into collections the Company issued each of these investors two additional notes, the first being in the
amount of $13,482.88 or an aggregate of $40,448.64 which represented the principal and accrued interest amount due under the
promissory note. The second note issued to these investors was issued in the principal amount of $10,321.77, or $30,965.31
in the aggregate which partially represented the additional expense of $9,552 of purchasing the note and an aggregate of $21,413.31
which represents legal fees and an original issue discount related to the $27,000 promissory notes described in the preceding
paragraph. The Company received no proceeds from this transaction(s).
The number of shares outstanding as of the
date of this filing includes 25,000 that are owed to a former consultant of the Company but have not been issued.
Item
2. Managements Discussion and Analysis of Financial Condition and Results of Operations
General
The
following discussion and analysis provides information which our management believes to be relevant to an assessment and understanding
of our results of operations and financial condition. This discussion should be read together with our financial statements and
the notes to the financial statements, which are included in this Quarterly Report on Form 10-Q (the Report). This
information should also be read in conjunction with the information contained in our Form 10-K filed with the Securities and Exchange
Commission (the SEC) on July 27, 2015 including the audited consolidated financial statements and notes included therein
as of and for the year ended April 30, 2015. The reported results will not necessarily reflect future results of operations or
financial condition.
Throughout
this Report, the terms we, us, our, our Company, or The Mary Jane Group,
refers to The MaryJane Group, Inc., a Nevada corporation, and unless otherwise specified, includes our wholly owned operating
subsidiaries listed below.
We
maintain a website at www.themaryjanegrp.com and our Common Stock trades on the OTCQB under the symbol MJMJ.
Corporate
Overview and History of The MaryJane Group, Inc.
The
MaryJane Group, Inc., f/k/a Pladeo Corp., a Nevada corporation (the Company) was
incorporated in Nevada on February 16, 2012 for the purpose of developing online chat systems free of charge. The Company was
unable to raise sufficient funds to implement its business plan. As a result of being unable to properly fund and build our business
of developing online chart systems, we were considered a shell company under the rules of the Commission. On February
26, 2014, Joel Schneider, entered into a share purchase agreement with Lisbeth Guerrero, the Companys former sole officer and
director, pursuant to which he purchased 8,000,000 shares of the Companys common stock, representing 77.2% of the issued
and outstanding shares of the Companys common stock on that date (the Share
Purchase Agreement). In connection with the purchase, Ms. Guerrero resigned as sole officer and director and Mr.
Schneider became our sole officer and director.
On
February 27, 2014, we entered into and closed a Securities Exchange Agreement by and among
the Company, Capital Growth Corporation, a Colorado corporation (CGC) and the shareholders of CGC on February 27,
2014 (the CGC Acquisition) and on March 14, 2014, we entered into and closed a
Securities Exchange Agreement between the Company and the managing member of Mary Jane Entertainment, LLC, Mile High Times, LLC,
Mary Jane Tours, LLC, and Dab City Radio, LLC, each a Colorado limited liability company (referred to individually by name or
collectively as the Mary Jane companies) (the Mary Jane companies Acquisition). As a result, we
ceased being a shell company upon the acquisition of the five operating subsidiaries. Shortly thereafter,
the Company changed its name to The MaryJane Group, Inc.
Subsequent
to completing the Acquisition with CGC and the Mary Jane companies, we formed the following Colorado limited liability companies
as wholly-owned subsidiaries, namely: Mary Jane Glassworks, LLC and Bud and Breakfast, LLC (both organized on April 10, 2014),
Mary Jane Hospitality, LLC and Mary Jane Events, LLC (both organized on July 22, 2014), and Mary Jane Designs, LLC (organized
on August 28, 2014). In an effort to streamline operations and focus on our core business of hospitality in the cannabis industry,
we dissolved the following entities on November 21, 2014: (i) Mary
Jane Tours, LLC; (ii) Mile High Times, LLC; (iii) Dab City Radio, LLC; and (iv) Mary Jane Glassworks, LLC.
Unless
otherwise stated or unless the context otherwise requires, the description of our business set forth below is provided on a combined
basis, taking into account our newly-acquired wholly owned subsidiaries mentioned herein.
Overview
of Operating Businesses
Our
primary focus includes providing lodging, events, spa services and brand merchandising concentrated in the cannabis industry.
Legalization
of recreational marijuana initially in Colorado and Washington and the growing number of jurisdictions with medical marijuana
laws spawned a Green Rush in America in 2014. On January 1, 2014, the State of Colorado became the first state to
legalize the use of recreational marijuana. Colorado residents, who are at least 21 years of age with photo identification, may
legally purchase as much as one ounce of marijuana in a single transaction. Non-Colorado residents, bearing the same identification,
may purchase as much as one-quarter ounce. Marijuana cannot be consumed in any public space, including the shops where it was
purchased. In 2015, Oregon, Alaska and the District of Columbia legalized marijuana for recreational use; however, sales currently
remain banned in the District. Additionally, 23 states have legalized marijuana for medical purposes.
According
to a recent report from The ArcView Group, a cannabis industry investment and research firm based in Oakland, California (ArcView),
found that the U.S. market for legal cannabis grew 74% in 2014 to $2.7 billion, up from 1.5 billion in 2013, making legal marijuana
the fastest-growing industry in the United States. The report projects a 32% growth in the market and concluded that if the trend
toward legalization spreads to all 50 states, the total market value would top $36.8 billion – more than $3 billion larger
than the organic food industry. ArcView predicts that over the next five years, 14 more states will legalize recreational marijuana
and two more states will legalize medical marijuana. Currently, at least ten states are already considering legalizing recreational
marijuana.
In
Colorado, the recreational and medical marijuana sales totaled $700 million in 2014; however, the real economic impact is expected
to be much higher as this figure excludes marijuana-related products such as pipes or any marijuana-related increase in tourism.
Our
operating subsidiaries, as outlined herein, were formed for the purpose of providing financing to assist Colorado marijuana growers,
providing cannabis-friendly lodging and providing value added services of information and entertainment to consumers supporting
the recreational marijuana industry. While our services are currently concentrated only in Colorado, we believe that our business
model can easily be expanded as recreational marijuana becomes legal in other states.
Capital
Growth Corporation, organized on February 4, 2014 (Capital Growth), was formed for the purpose of providing short-
and long-term financing to assist growers and retail establishments engaged in the manufacture and distribution of recreational
marijuana within the State of Colorado. Since its formation, Capital Growth has not entered into any funding transactions. The
Company utilizes Capital Growth as a business development company. Mary Jane Entertainment, LLC was formed to provide contracted
limousine and party-bus services and currently continues to operate on a limited basis. Bud and Breakfast, LLC was formed to operate
and manage our two marijuana-friendly Bud + Breakfast locations with a third location opening in mid-July 2015. We intend to actively
seek additional Bud + Breakfast locations. Mary Jane Hospitality, LLC was formed to seek additional lodging and hospitality businesses
located in Colorado, and to also seek the same type of businesses in other jurisdictions as recreational marijuana becomes legal
in other states. Mary Jane Events, LLC was formed for the purposes of planning private and corporate events focused upon the recreational/medicinal
marijuana industry. Mary Jane Designs, LLC was formed to expand and promote our branded merchandise at our properties.
Neither
the Company, nor any of its subsidiaries, have been involved in any bankruptcy, receivership or any similar proceeding, and except
for the subject acquisitions set forth herein, has not had or been a party to any material reclassifications, mergers or consolidations
since inception.
The
Companys primary SIC code is 7990 – Services; Miscellaneous Amusement and Recreation.
We
maintain the following websites: www.themaryjanegrp.com and www.budandbfast.com.
Our
Products
Bud
+ Breakfast at the Adagio
On
April 10, 2014, we entered into a one-year lease with the owner of the Adagio Bed and Breakfast located at 1430 Race Street, Denver,
Colorado (the Adagio). We transformed the Adagio from a traditional bed and breakfast to the first, all-inclusive
Bud + Breakfast in what our management believes to be the first of its kind. The guest package includes a Wake and
Bake Breakfast, a 4:20 Happy Hour and a facility to consume the best marijuana and marijuana edibles Colorado has to offer. We
provide our guests an on-site chef who prepares a gourmet breakfast and afternoon hors doeuvres. Since beginning Bud +
Breakfast operations in April 2014, reservations and occupancy rates have increased dramatically with corresponding revenue of
approximately $50,000 to $60,000 per month. Our Bud + Breakfast locations allow us to book tours and sell our branded apparel,
merchandise and remaining glass products to guests. As a result of our success at the Adagio, we are actively seeking additional
lodging facilities.
On February 27, 2015, we exercised our option to purchase the Adagio and executed a Contract to Buy and Sell Real Estate (the
"Sales Contract") with A Capital Inn, Inc. (the "Seller"). The purchase price for the Adagio was $1,500,000 with the Seller
agreeing to finance $1,000,000. Upon execution of the Sales Contract, the Company made a non-refundable deposit of $50,000
and on May 15, 2015 we made an additional $25,000 non-refundable deposit; however, we were unable to secure proper financing
to close the purchase. Subsequently, we entered into a six-month lease agreement for the monthly rate of $10,000 plus a royalty
of 2 ½% of gross lodging revenue which ends on December 31, 2015. We are currently negotiating a longer term lease
for the Adagio. In the event we are unable to negotiate a long term lease for the adagio we will vacate that property on or
about January 31, 2016. The Company is also seeking a new location within the City of Denver.
Bud
+ Breakfast at Mountain Vista
After validating our Bud + Breakfast business model at the Adagio, on September 4, 2014, we entered into a one-year lease
with the owners of the Mountain Vista Bed and Breakfast located at 358 Lagoon Lane, Silverthorne, Colorado. Since opening
on October 1, 2014, we have achieved occupancy levels higher than expected and generated revenues of approximately $12,000
to $17,000 per month. Effective June 1, 2015, we added a fifth room to the property and project this additional room will
generate an additional $1,800 to $2,500 per month. We extended the lease for the Bud + Breakfast at Mountain Vista until December
31, 2016. The new lease terms require us to pay a base rent of $5,000 per month and a 1% royalty per month.
Hotel
San Ayre, a Bud + Breakfast Property
On
June 24, 2015, we executed a two-year lease with the owner of Hotel San Ayre with an option to purchase its four locations in
Colorado Springs, Colorado. This property is our largest project to date in terms of rentable units with 11 rooms. The business
model for Hotel San Ayre will be slightly different from our traditional Bud + Breakfast locations. Guests will receive similar
offerings including our Wake and Bake Breakfast and 4:20 Happy Hour. Our staffing needs will be less robust at this location and
all guests will have access to a lounge that will include all amenities found at our other locations including a game room, hot
tub, and outdoor lounge area.
Canna-camp
On
May 22, 2015, we entered into a joint-venture agreement with the owners of the Wilderness Trails Ranch, LLC to open an exclusive
cannabis resort near Durango, Colorado. As of July 2, 2105 we withdrew our position in the joint-venture due to our partners
lack of ability to perform. We are currently seeking a new location for Canna-camp 2016.
Funding
During Three Months Ended October 31, 2015
On August 6, 2015, we issued an 8% Convertible Promissory Note in the aggregate amount of $36,750. The note matures August
6, 2016 and is convertible at 57% of the lowest trading price for the 20 trading days prior to the conversion date. We received
$35,000 in net proceeds from this transaction which we used for general working capital.
On August 19, 2015, we issued a 10%
Convertible Promissory Note in the aggregate amount of $29,700. The note matures August 19, 2016 and is convertible at 50%
to the lowest sale price of common stock in (i) 25 trading days immediately prior to the Original Issuance Date or (ii) the
25 trading days prior to the conversion date. We received $25,000 in net proceeds from this transaction which we used for
general working capital.
On August 19, 2015, we entered into a loan agreement with an entity and borrowed $50,000. Pursuant
to the terms of the loan agreement, we are required to make 112 equal installments of $625, or an aggregate of $70,000, to
repay the principal balance and interest in full. As December 11, 2015, the Company has made 79 payments totaling $49,375
and the remaining balance due under this loan on that date is $20,625. We received $50,000 in net proceeds from this transaction
which we used for general working capital.
On October 12, 2015, we entered into a loan agreement with an entity and borrowed
$53,000. Pursuant to the terms of the loan agreement, we are required to make 110 equal installments of $689. Or an aggregate
of $75,790, to repay the principal balance and interest in full. As of December 11, 2015, the Company has made 40 payments
totaling $27,560 and the remaining balance due under this loan on that date is $48,230. We received $51,601 in net proceeds
from this transaction after paying $1,399 in loan closing costs, which we used for general working capital.
Recent
Events Since October 31, 2015
On November 10, 2015, we issued a 10% Convertible Promissory Note in the aggregate amount of $10,000. The note matures November
10, 2016 and is convertible at 50% to the lowest sale price of common stock in (i) 25 trading days immediately prior to the
Original Issuance Date or (ii) the 25 trading days prior to the conversion date. We received $10,000 in net proceeds from
this transaction which we used for working capital.
Subsequent to October 31, 2015, approximately $27,400 of principal and
interest was converted into an aggregate of 161,212,122 shares of common stock.
On December 8, 2015 we completed a financing
with three investors whereby the Company received an aggregate of $75,000 in net proceeds from the transaction(s) which we
used for working capital. Pursuant to the transaction we issued three (3) notes in the aggregate amount of $81,000. The notes
matures December 3, 2016 and is convertible at 50% to the lowest sale price of common stock in (i) 20 trading days immediately
prior to the Original Issuance Date or (ii) the 20 trading days prior to the conversion date.
Contemporaneously with the transaction(s)
described in the previous paragraph, the three investors acquired a promissory note from a third party investor, which originally
issued in the principal amount of $38,000, and with accrued and unpaid interest totaled approximately $40,448 on the date
of sale. The Company was in default under the terms of the promissory note and as a result the three investors acquired that
note for an aggregate of $50,000. As consideration for the financial accommodations made by these three investors preventing
the note from going into collections the Company issued each of these investors two additional notes, the first being in the
amount of $13,482.88 or an aggregate of $40,448.64 which represented the principal and accrued interest amount due under the
promissory note. The second note issued to these investors was issued in the principal amount of $10,321.77, or $30,965.31
in the aggregate which partially represented the additional expense of $9,552 of purchasing the note and an aggregate of $21,413.31
which represents legal fees and an original issue discount related to the $27,000 promissory notes described in the preceding
paragraph. The Company received no proceeds from this transaction(s).
The number of shares outstanding as of the
date of this filing includes 25,000 that are owed to a former consultant of the Company but have not been issued.
Results
of Operations
Three
months ended October 31, 2105 compared to three months ended October 31, 2014
Net
Revenue
Net revenue for the three months ended October 31, 2015 totaled $310,587 compared to $164,293 in the comparable period in
2014, representing an increase of 89%. Our net revenue increased $73,556 from net revenue of $237,021 during the three months
ended July 31, 2015. This increase is primarily a result of increased revenue from our bed and breakfast operations during
the quarter which management believes is a direct result of the Company’s increased exposure through marketing and advertising.
Cost
of Goods Revenue
Cost of revenue for the three months ended October 31, 2015 totaled $214,780 compared to $94,152 in the comparable period
in 2014. Our cost of revenue increased by $120,628 from cost of revenue of $94,152 during the quarter ended October 31, 2014.
Cost of revenue as a percentage of sales for the three months ended October 31, 2015 was 69% compared to 57% for the three
months ended October 31, 2014. The reduction of our gross profit is a result of the initial costs related to the startup of
the Hotel San Ayre, offset in part by increased revenue at both the Adagio and Mountain Vista.
General
and Administrative
General and administrative costs for the three months ended October 31, 2015 decreased by $839,081 to $252,313 from $1,091,394
in the comparable period in 2014. This decrease is directly attributable to no stock based compensation being paid during
the quarter ended October 31, 2015.
Sales
and Marketing
Sales and marketing costs for the three months ended October 31, 2015 were $38,163 compared to $2,515 for the comparable period
in 2014.
Depreciation
Depreciation expense for the three months ended October 31, 2015 was $2,090 compared to $1,007 for the comparable period in
2014.
Other
Income (Expense)
Other expense for the three months ended October 31, 2015 was $224,658 compared to $97,382 for the comparable period in 2014,
primarily a result of interest expense and loan closing costs associated with our debt funding.
Net
Loss
Net loss for the three months ended October 31, 2015 was $421,417 compared to $1,122,157 for the comparable period in 2014.
Six months ended October
31, 2015 compared to six months ended October 31, 2014
Net Revenue
Net revenue for the six months ended October 31, 2015 totaled $547,607 compared to $277,232 in the comparable period
in 2014. During the six months ended October 31, 2015, our net revenue increased month over month. These increases are primarily
a result of revenue from our bed and breakfast operations.
Cost of Goods Revenue
Cost of revenue for the six months ended
October 31, 2015 totaled $387,031 compared to $181,249 in the comparable period in 2014. Cost of revenue as a percentage of
sales for the six months ended October 31, 2015 was 70.6% as compared to 65% during the same period in 2014.
General and Administrative
General
and administrative costs for the six months ended October 31, 2015 decreased by $929,437 to $643,417 from $1,572,854 in the
comparable period in 2014. This decrease is directly attributable to less costs associated with the issuance of shares of
our Common Stock to employees, consultants and vendors.
Sales and Marketing
Sales and marketing costs for the six months ended
October 31, 2015 were $54,670 compared to $9,632 for the comparable period in 2014.
Depreciation
Depreciation expense for the
six months ended October 31, 2015 was $4,391 compared to $2,015 for the comparable period in 2014.
Other Income (Expense)
Other
expense for the six months ended October 31, 2015 was $785,068 compared to $211,324 for the comparable period in 2014, primarily
a result of interest expense associated with our debt funding.
Net Loss
Net loss for the six months ended October 31, 2015 was
$1,326,970 compared to $1,699,842 for the comparable period in 2014.
Liquidity
and Capital Resources
We are dependent upon obtaining additional financing in order to adequately fund working capital, infrastructure, expansion
expenses and significant marketing/investor related expenditures to gain market recognition, so that it can achieve a level
of revenue adequate to support our cost structure, none of which can be assured. We believe that we will need approximately
$1 million over the next twelve months. While initial operations have been funded with private placements of equity and bridge
loans, there can be no assurance that adequate financing will continue to be available, and, if available, be on terms that
are favorable. As of October 31, 2015, we had $57,580 on deposit.
As of October 31, 2015, our working capital deficit was $649,519, our accumulated deficit was $4,204,347, and our stockholders’
deficit was $676,281. Operating loss was $196,758 for the three months ended October 31, 2015.
We reduced our net cash flows used in operation during the three months ended October 31, 2015 from the three months ended
July 31, 2015 and we expect to improve upon it further during the fiscal year ended April 30, 2016 as the Hotel San Ayre increases
its occupancy; however, due to conditions and influences out of our control, including the current state of the national economy,
we cannot guarantee that this improvement will be achieved or that it will be achieved in the stated time frame, nor is there
any assurance that such an operating level can ever be achieved.
Off-Balance
Sheet Arrangements
As
of October 31, 2015, we had no material off-balance sheet arrangements.
In
the normal course of business, we may be confronted with issues or events that may result in a contingent liability. These generally
relate to lawsuits, claims, environmental actions or the actions of various regulatory agencies. We consult with counsel and other
appropriate experts to assess the claim. If, in our opinion, we have incurred a probable loss as set forth by generally accepted
accounting principles in the U.S. (GAAP), an estimate is made of the loss and the appropriate accounting entries are
reflected in our financial statements. After consultation with legal counsel, we do not anticipate that liabilities arising out
of currently threatened lawsuits and claims, if any, will have a material adverse effect on our financial position, results of
operations or cash flows.
Critical
Accounting Estimates
Please
refer to our Annual Report on Form 10-K for the year ended April 30, 2015 filed with the Commission on July 27, 2015 and incorporated
herein by reference, for detailed explanations of our critical accounting estimates, which have not changed significantly during
the three months ended October 31, 2015.
New Accounting
Pronouncements
There
have been no material changes to our significant accounting policies as summarized in our
Annual Report on Form 10-K for the year ended April 30, 2015. We do not expect that
the adoption of any recent accounting pronouncements will have a material impact on our condensed consolidated financial statements.
Item
3. Quantitative and Qualitative Disclosures about Market Risk
None.
Item
4. Controls and Procedures
Disclosure
Controls and Procedures
Disclosure
controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under
the Securities Exchange Act of 1934 (the Exchange Act) is recorded, processed, summarized and reported, within the
time period specified in the SECs rules and forms and is accumulated and communicated to our management, as appropriate, in order
to allow timely decisions in connection with required disclosure.
Evaluation
of Disclosure Controls and Procedures
Joel
C. Schneider, our principal executive and financial officer, conducted an evaluation of the effectiveness of the design and operation
of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange
Act) as of January 31, 2015, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are designed to ensure
that information required to be disclosed by us is accumulated and communicated to the appropriate management on a basis that
permits timely decisions regarding disclosure. Based upon that evaluation, Mr. Schneider concluded that our disclosure controls
and procedures as of January 31, 2015 were not effective to provide reasonable assurance that information required to be disclosed
in our periodic filings under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding
required disclosure, due to the material weaknesses as described below.
A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or
detected on a timely basis.
We
believe our weaknesses in internal controls and procedures are due to our lack of sufficient personnel with expertise in the area
of SEC, GAAP and tax accounting procedures. In addition, we lack the personnel structure, size and complexity to segregate duties
sufficiently for proper controls. We are currently without sufficient funds to hire additional personnel with expertise in these
areas and to segregate duties for proper controls, and until such time as additional personnel are hired, we believe that we will
continue to recognize a weakness in our internal controls and procedures.
Our
plan is to hire additional personnel to properly implement a control structure when the appropriate funds become available. In
the meantime, Mr. Schneider will continue to perform or supervise the performance of additional accounting and financial analyses
and other post-closing procedures including detailed validation work with regard to balance sheet account balances, additional
analysis on income statement amounts and managerial review of all significant account balances and disclosures, to ensure that
the our Quarterly Report and the financial statements forming part thereof are in accordance with GAAP.
Changes
in Internal Controls
During
the three months ended October 31, 2015, there were no changes in our internal controls over financial reporting that
occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
None.
Item
1A. Risk Factors.
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and as such, are not required to provide
the information required under this Item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
On August 6, 2015, we issued an 8% Convertible Promissory Note in the aggregate amount of $36,750. The note matures August
6, 2016 and is convertible at 57% of the lowest trading price for the 20 trading days prior to the conversion date. We received
$35,000 in net proceeds from this transaction which we used for general working capital.
On August 19, 2015, we issued a 10%
Convertible Promissory Note in the aggregate amount of $29,700. The note matures August 19, 2016 and is convertible at 50%
to the lowest sale price of common stock in (i) 25 trading days immediately prior to the Original Issuance Date or (ii) the
25 trading days prior to the conversion date. We received $25,000 in net proceeds from this transaction which we used for
general working capital.
During the quarter ended October 31, 2015, approximately $101,375 of principal and interest was converted
into an aggregate 319,197,532 shares of common stock.
During the quarter ended October 31, 2015, the Company issued 44,642,847
shares upon the exercise of a warrant valued at $25,000. The shares were issued pursuant to a cashless exercise provision
contained in the warrant.
Issuance
of Securities Subsequent to October 31, 2015.
On November 10, 2015, we issued a 10% Convertible Promissory Note in the aggregate amount of $10,000. The note matures November
10, 2016 and is convertible at 50% to the lowest sale price of common stock in (i) 25 trading days immediately prior to the
Original Issuance Date or (ii) the 25 trading days prior to the conversion date. We received $10,000 in net proceeds from
this transaction which we used for working capital.
Subsequent to October 31, 2015, approximately $27,400 of principal and
interest was converted into an aggregate of 161,212,122 shares of common stock.
On December 8, 2015 we completed a financing
with three investors whereby the Company received an aggregate of $75,000 in net proceeds from the transaction(s) which we
used for working capital. Pursuant to the transaction we issued three (3) notes in the aggregate amount of $81,000. The notes
matures December 3, 2016 and is convertible at 50% to the lowest sale price of common stock in (i) 20 trading days immediately
prior to the Original Issuance Date or (ii) the 20 trading days prior to the conversion date.
Contemporaneously with the transaction(s)
described in the previous paragraph, the three investors acquired a promissory note from a third party investor, which originally
issued in the principal amount of $38,000, and with accrued and unpaid interest totaled approximately $40,448 on the date
of sale. The Company was in default under the terms of the promissory note and as a result the three investors acquired that
note for an aggregate of $50,000. As consideration for the financial accommodations made by these three investors preventing
the note from going into collections the Company issued each of these investors two additional notes, the first being in the
amount of $13,482.88 or an aggregate of $40,448.64 which represented the principal and accrued interest amount due under the
promissory note. The second note issued to these investors was issued in the principal amount of $10,321.77, or $30,965.31
in the aggregate which partially represented the additional expense of $9,552 of purchasing the note and an aggregate of $21,413.31
which represents legal fees and an original issue discount related to the $27,000 promissory notes described in the preceding
paragraph. The Company received no proceeds from this transaction(s).
The number of shares outstanding as of the
date of this filing includes 25,000 that are owed to a former consultant of the Company but have not been issued.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
Item
5. Other Information.
None.
Item
6. Exhibits.
Exhibit
No. |
Date
of
Document |
Name
of Document |
|
|
|
31.1 |
03/13/15 |
Certification
of Chief Executive Officer and Chief Financial Officer of Periodic Report pursuant to Rule 13a-14a and Rule 14d-14(a).* |
32.1 |
03/13/15 |
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.* |
101.INS |
n/a |
XBRL
Instance Document* |
101.SCH |
n/a |
XBRL
Taxonomy Extension Schema Document* |
101.CAL |
n/a |
XBRL
Taxonomy Extension Calculation Linkbase Document* |
101.DEF |
n/a |
XBRL
Taxonomy Extension Definition Linkbase Document* |
101.LAB |
n/a |
XBRL
Taxonomy Extension Label Linkbase Document* |
101.PRE |
n/a |
XBRL
Taxonomy Extension Presentation Linkbase Document* |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
DATE:
December 21, 2015
|
THE
MARYJANE GROUP, INC. |
|
|
|
|
By: |
/s/
|
Joel
C. Schneider |
|
|
|
Joel C. Schneider |
|
|
|
Chief Executive Officer |
|
|
|
Principal Executive Officer |
|
|
|
Chief Financial Officer |
|
|
|
Principal Financial Officer |
Exhibit
31.1
CERTIFICATION
PURSUANT TO
SECTION
302 OF
THE
SARBANES-OXLEY ACT OF 2002
I,
Joel Schneider, certify that:
| (1) | I
have reviewed this quarterly report on Form 10-Q of The MaryJane Group, Inc.; |
| (2) | Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
| (3) | Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented
in this report; |
| (4) | The
registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated
the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and |
| (d) | Disclosed
in this report any change in the registrants internal control over financial reporting that occurred during the registrants
most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
| (5) | The
registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons
performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants
ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrants internal control over financial reporting. |
December 21,
2015 |
|
/s/
Joel C. Schneider |
|
|
Joel C. Schneider
Chief Executive Officer/Principal Executive Officer
Chief Financial Officer/Principal
Financial Officer |
EXHIBIT
32.1
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the quarterly report of The MaryJane Group, Inc. (the Company) on Form 10-Q for the period ending
July 31, 2015, as filed with the Securities and Exchange Commission (the Report), I, Joel C. Schneider, Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act
of 2002, that:
| (1) | The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The
information contained in the Report fairly presents, in all material respects, the financial condition and result of operations
of the Company. |
/s/
Joel C. Schneider
Joel
C. Schneider
Chief
Executive Officer
Chief
Financial Officer
December
21, 2015
A
signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.
v3.3.1.900
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v3.3.1.900
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
|
Oct. 31, 2015 |
Apr. 30, 2015 |
Assets, Current |
|
|
Cash |
$ 57,681
|
$ 44,990
|
Inventory |
2,160
|
|
Prepaid Expense |
1,233
|
$ 39,808
|
Employee advances |
4,198
|
55
|
Assets, Current |
65,272
|
84,853
|
Fixed assets, net |
30,554
|
18,313
|
Security deposit |
24,500
|
$ 14,500
|
Non-refundable purchase deposit |
30,000
|
|
Total assets |
150,326
|
$ 117,666
|
Current Liabilities: |
|
|
Convertible notes payable, net of debt discount of $239,788 and $417,752, respectively |
132,057
|
327,549
|
Accounts Payable, Current |
77,760
|
23,056
|
Promissory note |
106,336
|
17,160
|
Other Liabilities, Current |
398,638
|
287,879
|
Total current liabilities |
$ 714,791
|
655,644
|
Long-term Liabilities: |
|
|
Convertible notes payable, net of debt discount of $18,334 and $0, respectively |
|
4,263
|
Accrued interest |
$ 105
|
603
|
Derivative liabilities |
111,711
|
203,145
|
Total long-term liabilities |
111,816
|
208,011
|
Total liabilities |
$ 826,607
|
$ 863,655
|
Commitments and Contingencies |
|
|
Stockholders' Deficit: |
|
|
Series A Preferred stock - par value $0.001; 2,000,000 shares authorized; 100,000 shares issued and outstanding |
|
|
Common stock - par value $0.001; 2,000,000,000 shares authorized; 924,862,512 and 30,637,844 issued and outstanding, respectively |
$ 1,288,928
|
$ 30,638
|
Additional paid in capital |
2,239,737
|
2,211,957
|
Prepaid services |
(600)
|
(54,536)
|
Accumulated deficit |
(4,204,347)
|
(2,934,048)
|
Total stockholders' deficit |
(676,281)
|
(745,989)
|
Total liabilities and stockholders' deficit |
$ 150,326
|
$ 117,666
|
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v3.3.1.900
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)
|
Oct. 31, 2015 |
Apr. 30, 2014 |
Statement of Financial Position [Abstract] |
|
|
Debt Discount on Convertible notes payable |
$ 203,225
|
$ 417,752
|
Preferred Stock, Par Value |
$ 0.001
|
$ 0.001
|
Preferred Stock, Shares Authorized |
2,000,000
|
2,000,000
|
Preferred Stock, Shares Issued |
100,000
|
100,000
|
Preferred Stock, Shares, Outstanding |
100,000
|
100,000
|
Common Stock, Par Value |
$ 0.001
|
$ 0.001
|
Common Stock, Shares Authorized |
2,000,000,000
|
2,000,000,000
|
Common Stock, Shares Issued |
1,288,927,901
|
30,637,844
|
Common Stock, Shares, Outstanding |
1,288,927,901
|
30,637,844
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
CONDENSED CONSOLIDATED STATEMENTS OF OPERATION (Unaudited) - USD ($)
|
3 Months Ended |
6 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
Income Statement [Abstract] |
|
|
|
|
Revenues, net |
$ 310,587
|
$ 164,293
|
$ 547,607
|
$ 277,323
|
Cost of revenue |
214,780
|
94,152
|
387,031
|
181,249
|
Gross profit |
95,807
|
70,141
|
160,576
|
95,983
|
Operating Expenses |
|
|
|
|
General and administration |
252,313
|
1,091,394
|
643,417
|
1,572,854
|
Sales and marketing |
38,163
|
2,515
|
54,670
|
9,632
|
Depreciation and amortization |
2,090
|
1,007
|
4,392
|
2,015
|
Total operating expenses |
292,566
|
1,094,916
|
702,478
|
1,584,501
|
Operating loss |
(196,758)
|
(1,024,775)
|
(541,902)
|
(1,488,518)
|
Other income and (expense) |
|
|
|
|
Miscellaneous income |
28
|
13,324
|
64
|
15,919
|
Interest expense |
$ (196,351)
|
(90,106)
|
$ (611,381)
|
(154,501)
|
Loan closing costs |
|
$ (20,600)
|
|
(20,600)
|
Disposal of fixed assets |
|
|
|
$ (52,142)
|
Loss on settlement of debt |
|
|
$ 145,415
|
|
Change in fair value of derivative liability |
$ (28,336)
|
|
28,336
|
|
Total other income (expense) |
(224,658)
|
$ (97,382)
|
(785,068)
|
$ (211,324)
|
Loss before taxes |
$ (421,417)
|
$ (1,122,157)
|
$ (1,326,970)
|
$ (1,699,842)
|
Provision for income taxes |
|
|
|
|
Net loss |
$ (421,417)
|
$ (1,122,157)
|
$ (1,326,970)
|
$ (1,699,842)
|
Loss per share, basic |
$ (0.00)
|
$ (.06)
|
$ 0.00
|
$ (.16)
|
Weighted average number of shares outstanding |
1,037,428,811
|
19,096,727
|
732,717,048
|
10,360,000
|
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v3.3.1.900
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
|
6 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
Net loss |
$ (1,327,608)
|
$ (1,699,842)
|
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities: |
|
|
Depreciation |
4,392
|
$ 2,015
|
Amortization of prepaid services |
69,935
|
|
Amortization of debt discount |
511,125
|
$ 140,318
|
Amortization of prepaid expense |
38,757
|
911,352
|
Write off of non-cash consulting costs |
4,000
|
$ 94,650
|
Change in fair value of derivative liability |
$ (28,336)
|
|
Loss on disposal of fixed assets |
|
$ 52,142
|
Loss on settlement of debt |
$ 145,415
|
|
Change in operating assets and liabilities: |
|
|
Accounts receivables |
|
$ (11,092)
|
Other current assets |
$ (6,302)
|
8,445
|
Accounts payable |
$ 54,704
|
20,882
|
Bank overdraft |
|
(13,757)
|
Other current liabilities |
$ 141,518
|
120,683
|
Other long-term liabilities |
1,221
|
3,483
|
Net cash flows used in operating activities |
(334,054)
|
(370,721)
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
Security deposit |
(10,000)
|
$ (14,500)
|
Non refundable purchase deposit |
(30,000)
|
|
Purchase of fixed assets |
(16,633)
|
$ (2,723)
|
Net cash flows used in investing activities |
(56,633)
|
(17,223)
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
Proceeds from convertible promissory notes |
314,200
|
$ 411,100
|
Proceeds from promissory note |
208,790
|
|
Payment of promissory note |
(119,614)
|
|
Net cash flows provided by financing activities |
403,376
|
$ 411,100
|
Increase (decrease) in cash |
12,690
|
23,156
|
Cash, beginning of period |
44,990
|
3,431
|
Cash, end of period |
57,681
|
$ 26,587
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
Cash paid for interest |
$ 60,554
|
|
Cash paid for income taxes |
|
|
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITY |
|
|
Non-cash additions of convertible notes |
$ 24,250
|
|
Beneficial conversion feature for convertible notes |
|
$ 434,076
|
Shares issued with employment agreements |
|
1,162,025
|
Shares issued for services |
|
$ 111,800
|
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v3.3.1.900
THE COMPANY
|
6 Months Ended |
Oct. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
THE COMPANY |
NOTE
1 THE COMPANY
The
MaryJane Group, Inc., f/k/a Pladeo Corp., a Nevada corporation (the Company), had six wholly-owned subsidiaries at
October 31, 2015, as listed below:
| |
Date of Organization or Incorporation |
| |
|
Mary Jane Entertainment, LLC | |
May 21, 2013 |
Capital Growth Corporation | |
February 4, 2014 |
Bud and Breakfast, LLC | |
April 10, 2014 |
Mary Jane Hospitality, LLC | |
July 22, 2014 |
MJ Ranch, LLC | |
June 8, 2015 |
SA Hotel, LLC | |
June 23, 2015 |
Unless
the context otherwise requires, the Company and the above listed wholly-owned subsidiaries collectively are sometimes referred
to as our Company, we, our, or us.
Overview
of Operating Businesses
On
January 1, 2014, the State of Colorado became the first state to legalize the use of recreational marijuana. Colorado residents,
who are at least 21 years of age with photo identification, may purchase as much as one ounce of marijuana in a single transaction.
Non-Colorado residents, bearing the same identification, may purchase as much as one-quarter ounce. Marijuana cannot be consumed
in any public space, including the shops where it was purchased. Our operating subsidiaries, as outlined herein, were formed for
the purpose of providing financing to assist Colorado marijuana growers, providing cannabis friendly lodging and to provide value
added services of information and entertainment to the consumers supporting the recreational marijuana industry.
Bed
and Breakfast Lease
On
June 24, 2015, The MaryJane Group, Inc. (the Company) executed a Lease Option Agreement (the Lease) with
Hotel San Ayre, LLC for the purchase of Hotel San Ayre and its four property locations in Colorado Springs, Colorado. The two-year
lease option term commences on July 15, 2015 and terminates the earlier of July 14, 2017 or the closing date of the purchase thereof.
The base rental amount for the first 12 months of the Lease is $12,500 and is $13,500 for the last 12 months of the Lease. The
Company is responsible for all operation, repair, use and maintenance of the premises during the term of the Lease. Joel Schneider,
the Companys Chief Executive Officer, personally guaranteed the Lease.
Upon
execution of the Lease, the Company paid a hard deposit of $30,000 which may be applied to the future purchase; however, is not
considered a security deposit and is not refundable if the purchase option is not exercised. The purchase price for the Hotel
San Ayre is $2,100,000 on an as-is basis.
Fiscal
year end
We
elected April 30th as our fiscal year ending date.
Going
concern uncertainty
At October 31, 2015, we had an accumulated deficit of $4,165,990 and for the six months ended October 31, 2015, we incurred
losses of $1,231,944. Our ability to continue in business is dependent upon obtaining sufficient financing or attaining profitable
operations. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining
profitable operations, and therefore, these matters raise substantial doubt about our ability to continue as a going concern.
These consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties,
nor do they include adjustments relating to the recoverability and realization of assets and classification of liabilities
that might be necessary should we be unable to continue in operation.
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v3.3.1.900
BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
|
6 Months Ended |
Oct. 31, 2015 |
Accounting Policies [Abstract] |
|
BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |
NOTE
2 BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Interim
Financial Statements
The accompanying unaudited interim condensed consolidated financial statements of The MaryJane Group, Inc. have been prepared
in accordance with generally accepted accounting principles in the United States of America (GAAP) for interim
financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and
footnotes required by GAAP for complete financial statements. In the opinion of management, such financial statements include
all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information
included herein in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (the SEC).
The balance sheet at April 30, 2015 has been derived from the audited consolidated financial statements at that date, but
does not include all of the information and footnotes required by GAAP for complete financial statements. The preparation
of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results
of operations for interim periods are not necessarily indicative of results for the full year. The accompanying unaudited
condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements
and related notes included in our Annual Report on Form 10-K for the year ended April 30, 2015 as filed with the SEC on July
27, 2015.
Recently
Issued and Newly Adopted Accounting Pronouncements
There
have been no material changes to our significant accounting policies as summarized in NOTE 2 of our Annual Report on Form 10-K/A
for the year ended April 30, 2015. We do not expect that the adoption of any recent accounting pronouncements will have a material
impact on our accompanying condensed consolidated financial statements.
Reclassifications
Certain
prior period amounts have been reclassified to conform to the current period presentation.
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- DefinitionThe entire disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.
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v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
6 Months Ended |
Oct. 31, 2015 |
Accounting Policies [Abstract] |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair
Value of Financial Instruments
Our
financial instruments consist primarily of receivables, accounts payable, accrued expenses and short- and long-term debt. The
carrying amount of receivables, accounts payable and accrued expenses approximates our fair value because of the short-term maturity
of such instruments. We have elected not to carry our debt instruments at fair value. The carrying amount of our debt approximates
fair value. Interest rates that are currently available to us for issuance of short- and long-term debt with similar terms and
remaining maturities are used to estimate the fair value of the our short- and long-term debt and would be considered Level 3
inputs under the fair value hierarchy.
We
have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy
in accordance with GAAP. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical
assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).
Assets
and liabilities recorded in the condensed consolidated balance sheets at fair value are categorized based on a hierarchy of inputs,
as follows:
| Level 1 - | Unadjusted
quoted prices in active markets for identical assets or liabilities. |
| | |
| Level 2 - | Quoted
prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly
or indirectly through market corroboration, for substantially the full term of the financial instrument. |
| | |
| Level 3 - | Unobservable
inputs for the asset or liability. |
The
Companys financial assets and liabilities recorded at fair value on a recurring basis include the fair value of warrant
liability as detailed below. The fair value of this warrant liability is included in long-term liabilities on the accompanying
condensed consolidated financial statements.
The
following table provides the financial assets and liabilities reported at fair value and measured on a recurring basis:
Description | |
Assets/ (Liabilities) Measured at Fair Value | | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | | |
Significant Other Observable Inputs (Level 2) | | |
Significant Other Unobservable Inputs (Level3) | |
| |
| | |
| | |
| | |
| |
Fair value of warrant liability | |
$ | (111,711 | ) | |
$ | | | |
$ | | | |
$ | (111,711 | ) |
The
following table provides a summary of changes in fair value associated with the Level 3 liabilities for the quarter ended
October 31, 2015
| |
Fair Value Measurements Using
Significant Unobservable Inputs (Level 3) | |
| |
| | |
Balance at April 30, 2015 | |
$ | (203,145 | ) |
Issuances of derivative liabilities | |
| | |
Change in fair value of derivative liabilities | |
| 28,336 | |
Transfers in and/out of Level 3 | |
| | |
Warrants exercised | |
| 63,098 | |
Ending balance at October 31, 2015 | |
$ | (111,711 | ) |
The
above table of Level 3 liabilities begins with the prior period balance and adjusts the balance for changes that occurred during
the current period. The ending balance of the Level 3 securities presented above represent our best estimates and may not be substantiated
by comparisons to independent markets and, in many cases, could not be realized in immediate settlement of the instruments.
Reclassifications
Certain
prior period amounts have been reclassified to conform to current year presentation.
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v3.3.1.900
FIXED ASSETS
|
6 Months Ended |
Oct. 31, 2015 |
Property, Plant and Equipment [Abstract] |
|
FIXED ASSETS |
NOTE
4 FIXED ASSETS
Fixed
assets consist of the following:
| |
October 31, 2015 | | |
April 30, 2015 | |
Furniture and fixtures | |
$ | 39,826 | | |
$ | 23,194 | |
Leasehold improvements | |
| 2,320 | | |
| 2,320 | |
Equipment | |
| 865 | | |
| 865 | |
| |
| 43,011 | | |
| 26,379 | |
Less: accumulated depreciation | |
| (12,457 | ) | |
| (8,066 | ) |
TOTAL PROPERTY AND EQUIPMENT | |
$ | 30,554 | | |
$ | 18,313 | |
Depreciation
expense for the three and six months ended October 31, 2015 was $2,090 and $4,391. Depreciation expense for the three and six
months ended October 31, 2014 was $1,007 and $2,015, respectively.
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- DefinitionThe entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.
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v3.3.1.900
PROMISSORY NOTES
|
6 Months Ended |
Oct. 31, 2015 |
Notes to Financial Statements |
|
PROMISSORY NOTES |
NOTE
5 PROMISSORY NOTES
On
February 12, 2015, we entered into a loan agreement with an entity and borrowed $39,000. Pursuant to the terms of the loan agreement,
we are required to make 100 equal installments of $553, or an aggregate of $55,300, to repay the principal balance and interest
in full. On May 13, 2015, we entered into a new loan agreement with the same lender and borrowed $63,000. Pursuant to the terms
of the loan agreement, we are required to make 100 equal installments of $894, or an aggregate of $89,400, to repay the principal
balance and interest in full. We used approximately $20,500 to repay the February 12th loan and the balance of the
proceeds were used as working capital. During the quarter, we paid an additional $37,095 towards the principal.
On
May 22, 2015, a third party purchased a Convertible Promissory Note issued on April 30, 2014 in the aggregate amount of $53,275.
We issued a 12% Convertible Promissory Note in the aggregate amount of
$53,275. We issued an additional 12% Convertible Promissory
Note in the aggregate amount of $38,000. Each note matures May 22, 2016 and is convertible at a 40% discount from the lowest Trading
Price in the 10 trading days prior to conversion date. We received $33,000 in net proceeds from this transaction which we used
for general working capital.
On
June 11, 2015, we issued an 8% Convertible Promissory Note in the aggregate amount of $60,000. This note matures on June 11, 2016
and is convertible at 57% of the lowest trading price for the 20 days prior to the conversion date. We received $57,000 in net
proceeds from this transaction which we used for general working capital.
On
June 12, 2015, a third party purchased two Convertible Promissory Notes issued on June 16, 2014 and July 1, 2014. We issued a
Convertible Promissory Note in the aggregate amount of $52,087 and an 8% Convertible Promissory Note in the aggregate amount of
$30,000. The notes mature June 12, 2016 and is convertible at 59% of the lowest trading price for the 20 days prior to the conversion
date. We received $28,500 in net proceeds from this transaction which we used for general working capital.
On
June 23, 2015, we issued a 10% Convertible Promissory Note in the aggregate amount of $69,000. The note matures June 23, 2016
and is convertible at 50% to the lowest sale price of common stock in (i) 25 trading days immediately prior to the Original Issue
Date or (ii) the 25 trading days prior to the conversion date. We received $60,000 in net proceeds from this transaction which
we used for general working capital.
On
June 30, 2015, we issued an 8% Convertible Promissory Note in the aggregate amount of $50,750. The note matures March 30, 2015
and is convertible at 55% of the average of the two lowest prices in the prior 5 trading days prior to the conversion date. We
received $45,000 in net proceeds from this transaction which we used for general working capital.
On August 6, 2015, we issued an 8% Convertible Promissory Note in the aggregate amount of $36,750. The note matures August
6, 2016 and is convertible at 57% of the lowest trading price for the 20 trading days prior to the conversion date. We received
$35,000 in net proceeds from this transaction which we used for general working capital.
On August 19, 2015, we issued a 10%
Convertible Promissory Note in the aggregate amount of $29,700. The note matures August 19, 2016 and is convertible at 50%
to the lowest sale price of common stock in (i) 25 trading days immediately prior to the Original Issuance Date or (ii) the
25 trading days prior to the conversion date. We received $25,000 in net proceeds from this transaction which we used for
general working capital.
On August 19, 2015, we entered into a loan agreement with an entity and borrowed $50,000. Pursuant
to the terms of the loan agreement, we are required to make 112 equal installments of $625, or an aggregate of $70,000, to
repay the principal balance and interest in full. As December 11, 2015, the Company has made 79 payments totaling $49,375
and the remaining balance due under this loan on that date is $20,625. We received$50,000 in net proceeds from this transaction
which we used for general working capital. We have committed our daily receivables.
On October 12, 2015, we entered into a loan
agreement with an entity and borrowed $53,000. Pursuant to the terms of the loan agreement, we are required to make 110 equal
installments of $689. Or an aggregate of $75,790, to repay the principal balance and interest in full. As of December 11,
2015, the Company has made 40 payments totaling $27,560 and the remaining balance due under this loan on that date is $48,230.
We received $51,601 in net proceeds from this transaction after paying $1,399 in loan closing costs, which we used for general
working capital.
During the quarter ended October 31, 2015, approximately $101,375 of principal and interest was converted
into an aggregate 319,197,532 shares of common stock.
During the quarter ended October 31, 2015, the Company issued 44,642,847
shares upon the exercise of a warrant valued at $25,000. The shares were issued pursuant to a cashless exercise provision
contained in the warrant.
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v3.3.1.900
OTHER CURRENT LIABILITIES
|
6 Months Ended |
Oct. 31, 2015 |
Other Liabilities Disclosure [Abstract] |
|
OTHER CURRENT LIABILITIES |
NOTE
6 OTHER CURRENT LIABILITIES
Other
current liabilities consist of the following:
| |
October 31, 2015 | | |
April 30, 2015 | |
Payroll tax liability | |
$ | 257,586 | | |
$ | 182,143 | |
Accrued IRS and state interest and penalties | |
| 72,381 | | |
| 41,812 | |
Accrued state sales tax interest and penalties | |
| 5,787 | | |
| | |
Accrued lodging and sales tax | |
| 48,067 | | |
| 35,269 | |
Accrued interest expense | |
| 14,284 | | |
| 22,373 | |
Accrued payroll | |
| 286 | | |
| 4,424 | |
Other current liabilities | |
| 2,140 | | |
| 1,858 | |
TOTAL OTHER CURRENT LIABILITIES | |
$ | 400,531 | | |
$ | 287,879 | |
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CAPITAL STOCK
|
6 Months Ended |
Oct. 31, 2015 |
Notes to Financial Statements |
|
CAPITAL STOCK |
NOTE
7 CAPITAL STOCK
Preferred
Stock
At October 31, 2015 we had 2,000,000 shares of preferred stock, $0.001 par value authorized (the Preferred Shares).
We had no Preferred Shares outstanding at October 31, 2015. On June 19, 2015, the Board of Directors designated 100,000 shares
of its blank check preferred stock as Series A Preferred Stock, par value $0.001 per share. Each share of Series A Preferred
Stock shall entitle the holder thereof to 10,000 votes on all matters submitted to a vote of the stockholders of the Company.
The Certificate of Designation is filed as an exhibit to this Current Report on Form 8K and is incorporated herein by reference.
Common
Stock
At October 31, 2015 we had 2,000,000,000 shares of common stock, $0.001 par value authorized (the Common Shares),
with 1,288,927,901 Common Shares issued and outstanding.
Common
Stock Issuances During the Quarter Ended October 31, 2015
Shares Issued | | |
Fair Market Value of Shares Issued | | |
Purpose |
| 319,197,532 | | |
$ | 101,375 | | |
Debt conversion |
| 44,642,857 | | |
| 25,000 | | |
Warrant exercise |
| 363,840,389 | | |
$ | 126,375 | | |
|
Warrants
to Purchase Common Stock of the Company
We
use the Black-Scholes-Merton option pricing model (Black-Scholes Model) to determine the fair value of Warrant(s).
The Black-Scholes Model is an acceptable model in accordance with GAAP.
Warrant
Activity during the Quarter Ended October 31, 2015
On June 26, 2015, warrants issued were exercised as a cashless conversion for 28,769,841 shares, net of 6,944,444 that were
surrendered as part of the cashless conversion. The remaining balance of shares eligible to be exercised is 61,085,658
On September 10, 2015, warrants issued were exercised as a cashless conversion for 44,642,847, net of 12,755,102 that were
surrendered as part of the cashless conversion. The remaining balance of shares eligible to be exercised is 31,250,000.
Amendment
to Articles of Incorporation
On
May 11, 2015, the Board of Directors and shareholders owning a majority of the shares outstanding of the Company approved an increase
in its authorized shares of common stock. The Company filed a Certificate of Amendment to Certificate of Incorporation with the
Nevada Secretary of State to increase its authorized shares of common stock from 200,000,000 to 1,000,000,000 shares, $0.001 par
value per share.
On
June 19, 2015, the Board of Directors designated 100,000 shares of its blank check preferred stock as Series A Preferred Stock,
par value $0.001 per share. Each share of Series A Preferred Stock shall entitle the holder thereof to 10,000 votes on all matters
submitted to a vote of the stockholders of the Company.
On
June 25, 2015, the Board of Directors and a majority of the shareholders approved an increase in its authorized shares and filed
a Certificate of Amendment to Certificate of Incorporation with the Nevada Secretary of State to increase its authorized capital
to 2,002,000,000 shares including 2,000,000,000 shares of common stock, $0.001 par value per share, and 2,000,000 of preferred
stock, $0.001 par value per share.
Issuance
of Series A Preferred Stock
On
June 23, 2015, the Board of Directors approved the issuance of 100,000 shares of Series A Preferred Stock to Joel Schneider, the
Companys Chief Executive Office and President, for certain financial accommodations made to the Company including personal guarantees
on loans and property leases.
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v3.3.1.900
SUBSEQUENT EVENTS
|
6 Months Ended |
Oct. 31, 2015 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
NOTE
8 SUBSEQUENT EVENTS
Conversion
of Debt
On November 10, 2015, we issued a 10% Convertible Promissory Note in the aggregate amount of $10,000. The note matures November
10, 2016 and is convertible at 50% to the lowest sale price of common stock in (i) 25 trading days immediately prior to the
Original Issuance Date or (ii) the 25 trading days prior to the conversion date. We received $10,000 in net proceeds from
this transaction which we used for working capital.
Subsequent to October 31, 2015, approximately $27,400 of principal and
interest was converted into an aggregate of 161,212,122 shares of common stock.
On December 8, 2015 we completed a financing
with three investors whereby the Company received an aggregate of $75,000 in net proceeds from the transaction(s) which we
used for working capital. Pursuant to the transaction we issued three (3) notes in the aggregate amount of $81,000. The notes
matures December 3, 2016 and is convertible at 50% to the lowest sale price of common stock in (i) 20 trading days immediately
prior to the Original Issuance Date or (ii) the 20 trading days prior to the conversion date.
Contemporaneously with the transaction(s)
described in the previous paragraph, the three investors acquired a promissory note from a third party investor, which was
originally issued in the principal amount of $38,000, and with accrued and unpaid interest totaled approximately $40,448 on
the date of sale. The Company was in default under the terms of the promissory note and as a result the three investors acquired
that note for an aggregate of $50,000. As consideration for the financial accommodations made by these three investors preventing
the note from going into collections the Company issued each of these investors two additional notes, the first being in the
amount of $13,482.88 or an aggregate of $40,448.64 which represented the principal and accrued interest amount due under the
promissory note. The second note issued to these investors was issued in the principal amount of $10,321.77, or $30,965.31
in the aggregate which partially represented the additional expense of $9,552 of purchasing the note and an aggregate of $21,413.31
which represents legal fees and an original issue discount related to the $27,000 promissory notes described in the preceding
paragraph. The Company received no proceeds from this transaction(s).
The number of shares outstanding as of the
date of this filing includes 25,000 that are owed to a former consultant of the Company but have not been issued.
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v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
6 Months Ended |
Oct. 31, 2015 |
Accounting Policies [Abstract] |
|
Fair Value of Financial Instruments |
Fair
Value of Financial Instruments
Our
financial instruments consist primarily of receivables, accounts payable, accrued expenses and short- and long-term debt. The
carrying amount of receivables, accounts payable and accrued expenses approximates our fair value because of the short-term maturity
of such instruments. We have elected not to carry our debt instruments at fair value. The carrying amount of our debt approximates
fair value. Interest rates that are currently available to us for issuance of short- and long-term debt with similar terms and
remaining maturities are used to estimate the fair value of the our short- and long-term debt and would be considered Level 3
inputs under the fair value hierarchy.
We
have categorized our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy
in accordance with GAAP. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical
assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).
Assets
and liabilities recorded in the condensed consolidated balance sheets at fair value are categorized based on a hierarchy of inputs,
as follows:
| Level 1 - | Unadjusted
quoted prices in active markets for identical assets or liabilities. |
| | |
| Level 2 - | Quoted
prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly
or indirectly through market corroboration, for substantially the full term of the financial instrument. |
| | |
| Level 3 - | Unobservable
inputs for the asset or liability. |
The
Companys financial assets and liabilities recorded at fair value on a recurring basis include the fair value of warrant
liability as detailed below. The fair value of this warrant liability is included in long-term liabilities on the accompanying
condensed consolidated financial statements.
The
following table provides the financial assets and liabilities reported at fair value and measured on a recurring basis:
Description | |
Assets/ (Liabilities) Measured at Fair Value | | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | | |
Significant Other Observable Inputs (Level 2) | | |
Significant Other Unobservable Inputs (Level3) | |
| |
| | |
| | |
| | |
| |
Fair value of warrant liability | |
$ | (111,711 | ) | |
$ | | | |
$ | | | |
$ | (111,711 | ) |
The
following table provides a summary of changes in fair value associated with the Level 3 liabilities for the quarter ended
October 31, 2015
| |
Fair Value Measurements Using
Significant Unobservable Inputs (Level 3) | |
| |
| | |
Balance at April 30, 2015 | |
$ | (203,145 | ) |
Issuances of derivative liabilities | |
| | |
Change in fair value of derivative liabilities | |
| 28,336 | |
Transfers in and/out of Level 3 | |
| | |
Warrants exercised | |
| 63,098 | |
Ending balance at October 31, 2015 | |
$ | (111,711 | ) |
The
above table of Level 3 liabilities begins with the prior period balance and adjusts the balance for changes that occurred during
the current period. The ending balance of the Level 3 securities presented above represent our best estimates and may not be substantiated
by comparisons to independent markets and, in many cases, could not be realized in immediate settlement of the instruments.
|
Reclassifications |
Reclassifications
Certain
prior period amounts have been reclassified to conform to current year presentation.
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v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
6 Months Ended |
Oct. 31, 2015 |
Summary Of Significant Accounting Policies Tables |
|
Schedule of financial assets and liabilities reported at fair value and measured on a recurring basis |
The
following table provides the financial assets and liabilities reported at fair value and measured on a recurring basis:
Description | |
Assets/ (Liabilities) Measured at Fair Value | | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | | |
Significant Other Observable Inputs (Level 2) | | |
Significant Other Unobservable Inputs (Level3) | |
| |
| | |
| | |
| | |
| |
Fair value of warrant liability | |
$ | (111,711 | ) | |
$ | | | |
$ | | | |
$ | (111,711 | ) |
|
Schedule of change in fair value associated with Liabilities |
The
following table provides a summary of changes in fair value associated with the Level 3 liabilities for the quarter ended
October 31, 2015
| |
Fair Value Measurements Using
Significant Unobservable Inputs (Level 3) | |
| |
| | |
Balance at April 30, 2015 | |
$ | (203,145 | ) |
Issuances of derivative liabilities | |
| | |
Change in fair value of derivative liabilities | |
| 28,336 | |
Transfers in and/out of Level 3 | |
| | |
Warrants exercised | |
| 63,098 | |
Ending balance at October 31, 2015 | |
$ | (111,711 | ) |
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v3.3.1.900
FIXED ASSETS (Tables)
|
6 Months Ended |
Oct. 31, 2015 |
Property, Plant and Equipment [Abstract] |
|
Property, Plant and Equipment [Table Text Block] |
Fixed
assets consist of the following:
| |
October 31, 2015 | | |
April 30, 2015 | |
Furniture and fixtures | |
$ | 39,826 | | |
$ | 23,194 | |
Leasehold improvements | |
| 2,320 | | |
| 2,320 | |
Equipment | |
| 865 | | |
| 865 | |
| |
| 43,011 | | |
| 26,379 | |
Less: accumulated depreciation | |
| (12,457 | ) | |
| (8,066 | ) |
TOTAL PROPERTY AND EQUIPMENT | |
$ | 30,554 | | |
$ | 18,313 |
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v3.3.1.900
OTHER CURRENT LIABILITIES (Tables)
|
6 Months Ended |
Oct. 31, 2015 |
Other Liabilities Disclosure [Abstract] |
|
Other Current Liabilities [Table Text Block] |
Other
current liabilities consist of the following:
| |
October 31, 2015 | | |
April 30, 2015 | |
Payroll tax liability | |
$ | 257,586 | | |
$ | 182,143 | |
Accrued IRS and state interest and penalties | |
| 72,381 | | |
| 41,812 | |
Accrued state sales tax interest and penalties | |
| 5,787 | | |
| | |
Accrued lodging and sales tax | |
| 48,067 | | |
| 35,269 | |
Accrued interest expense | |
| 14,284 | | |
| 22,373 | |
Accrued payroll | |
| 286 | | |
| 4,424 | |
Other current liabilities | |
| 2,140 | | |
| 1,858 | |
TOTAL OTHER CURRENT LIABILITIES | |
$ | 400,531 | | |
$ | 287,879 |
|
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v3.3.1.900
CAPITAL STOCK (Tables)
|
6 Months Ended |
Oct. 31, 2015 |
Capital Stock Tables |
|
Schedule of Common Stock Issuances During the Year |
Common
Stock Issuances During the Quarter Ended October 31, 2015
Shares Issued | | |
Fair Market Value of Shares Issued | | |
Purpose |
| 319,197,532 | | |
$ | 101,375 | | |
Debt conversion |
| 44,642,857 | | |
| 25,000 | | |
Warrant exercise |
| 363,840,389 | | |
$ | 126,375 | | |
|
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v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)
|
Oct. 31, 2015 |
Jul. 31, 2015 |
Apr. 30, 2015 |
Fair value of warrant liability |
$ 111,711
|
|
$ 203,145
|
Assets [Member] |
|
|
|
Fair value of warrant liability |
|
$ (111,711)
|
|
Assets [Member] | Fair Value, Inputs, Level 1 [Member] |
|
|
|
Fair value of warrant liability |
|
|
|
Assets [Member] | Fair Value, Inputs, Level 2 [Member] |
|
|
|
Fair value of warrant liability |
|
|
|
Assets [Member] | Fair Value, Inputs, Level 3 [Member] |
|
|
|
Fair value of warrant liability |
|
$ (111,711)
|
|
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($)
|
3 Months Ended |
6 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
Summary Of Significant Accounting Policies Details 2 |
|
|
|
|
Fair value of warrant liability |
|
|
$ 203,145
|
|
Issuances of derivative liabilities |
|
|
|
|
Change in fair value of derivative liabilities |
$ (28,336)
|
|
$ 28,336
|
|
Transfers in and/out of Level 3 |
|
|
|
|
Warrants exercised |
|
|
$ 63,098
|
|
Fair value of warrant liability |
$ 111,711
|
|
$ 111,711
|
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v3.3.1.900
FIXED ASSETS (Details) - USD ($)
|
3 Months Ended |
6 Months Ended |
|
|
Oct. 31, 2015 |
Oct. 31, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
Jul. 31, 2015 |
Apr. 30, 2015 |
Property, Plant and Equipment, Gross |
$ 43,011
|
|
$ 43,011
|
|
|
$ 26,379
|
Less: accumulated depreciation |
(12,457)
|
|
(12,457)
|
|
|
(8,066)
|
Property, Plant and Equipment, Net |
30,554
|
|
30,554
|
|
|
18,313
|
Depreciation |
$ 2,090
|
$ 1,007
|
$ 4,392
|
$ 2,015
|
|
|
Furniture and Fixtures [Member] |
|
|
|
|
|
|
Property, Plant and Equipment, Gross |
|
|
|
|
$ 39,826
|
23,194
|
Leasehold Improvements [Member] |
|
|
|
|
|
|
Property, Plant and Equipment, Gross |
|
|
|
|
2,320
|
2,320
|
Equipment [Member] |
|
|
|
|
|
|
Property, Plant and Equipment, Gross |
|
|
|
|
$ 865
|
$ 865
|
X |
- DefinitionAmount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.
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OTHER CURRENT LIABILITIES (Details) - USD ($)
|
Oct. 31, 2015 |
Apr. 30, 2015 |
Apr. 30, 2014 |
Other Current Liabilities Details |
|
|
|
Payroll tax liability |
$ 257,586
|
|
$ 182,143
|
Accrued IRS and state interest and penalties |
72,381
|
|
$ 41,812
|
Accrued state sales tax interest and penalties |
5,787
|
|
|
Accrued lodging taxes |
48,067
|
|
$ 35,269
|
Accrued interest expense |
14,284
|
|
22,373
|
Accrued payroll |
286
|
|
4,424
|
Other current liabilities |
2,140
|
|
1,858
|
TOTAL OTHER CURRENT LIABILITIES |
$ 398,638
|
$ 287,879
|
$ 287,879
|
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