STWC. Holdings, Inc. - Annual Report: 2015 (Form 10-K)

strainwise10k013115.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 31, 2015

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-52825

STRAINWISE, INC

(Exact name of registrant as specified in its charter)

Utah		20 -8980078
(State or other jurisdiction of incorporation or organization)		(I.R.S Employer Identification No.)

1350 Independence St., Suite 300 Lakewood, CO		80215
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (303) 736-2442

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o

Indicate by check mark whether the registrant (1) has filed all reports 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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations 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 filing). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes o No x

The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant’s common stock on July 31, 2014, as quoted on the OTC Bulletin Board, was approximately $-0-.

As of May 15, 2015, the Registrant had 27,147,217 issued and outstanding shares of common stock.

Documents Incorporated by Reference: None.

PART I

Cautionary Statement Concerning Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties and are based on the beliefs and assumptions of management and information currently available to management. The use of words such as “believes”, “expects”, “anticipates”, “intends”, “plans”, “estimates”, “should”, “likely” or similar expressions, indicates a forward-looking statement.

The identification in this report of factors that may affect the Company’s future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

ITEM 1. BUSINESS

General

On August 19, 2014, pursuant to an Agreement to Exchange Securities (the “Agreement”), the Company (formerly named 4th Grade Films, Inc.) acquired approximately 90% of the outstanding common stock of Strainwise, Inc., a Colorado corporation (“Strainwise Colorado”), in exchange for 23,124,184 shares of the Company’s common stock.

In connection with the acquisition of Strainwise Colorado:

●

The Company caused 1,038,000 shares of its outstanding common stock to be cancelled;

●

Shawn Phillips was appointed a director and the Chief Executive Officer of the Company;

●

Erin Phillips was appointed a director and the President, and Principal Financial and Accounting Officer of the Company;

●

David Modica was appointed a director and Manager of Quality Control of the Company;

●

Shane Thueson, Nicholl Doolin and John Winchester, resigned as officers and directors of the Company; and

●

the Company sold its motion picture film business and related assets to Shane Thueson.

On September 5, 2014 the Company changed its name to Strainwise, Inc.

On September 12, 2014 the Company acquired the remaining outstanding shares of Strainwise Colorado in exchange for the issuance of 2,517,000 shares of its common stock. In connection with this transaction:

●

the Company issued 1,112,350 Series A warrants to former Strainwise Colorado shareholders in exchange for a like number of warrants held by the former Strainwise Colorado shareholders. The Series A warrants the Company issued have the same terms as the warrants exchanged by the former Strainwise Colorado shareholders (exercise price: $5.00 per share/expiration date: January 31, 2019).

●

the Company issued 500,000 warrants to one non-affiliated person in exchange for a like number of warrants held by the former Strainwise Colorado warrant holder. The warrants the Company issued have the same terms as the warrants exchanged by the former Strainwise Colorado warrant holder (exercise price: $0.10 per share/expiration date: January 31, 2019).

As a result of the acquisition, the Company provides the following services to seven retail marijuana outlets and one marijuana cultivation facility owned by the Company’s Chief Executive Officer:

●

Branding, marketing, administrative and consulting;

●

Accounting and financial;

●

Compliance.

In addition to the foregoing, the Company plans to:

●

provide nutrients and other cultivation supplies to licensed marijuana growers;

●

provide loans to individuals and business involved in the marijuana industry; and

●

lease equipment and facilities to licensed marijuana growers.

The Company plans to make these services available to retail stores and cultivation facilities in the regulated marijuana industry throughout the United States.

Unless otherwise indicated, all references to the Company include the operations of Strainwise Colorado.

Presently, cannabis production and sales are largely the domain of “mom-and-pop” operations that are not as large as they could be since marijuana remains illegal under federal law and banks and credit card companies are prohibited from processing marijuana business transactions according to applicable federal rules and regulations. However, working within state guidelines, entrepreneurs are moving forward with ambitious cannabis business strategies. Management believes the current group of retail and cannabis production companies see potential for increased sales and profits, especially if they can transition these mom-and-pop operations to mid-sized businesses, and subsequently transition the mid-sized businesses to larger, national brands.

Shawn Phillips, the founder of Strainwise, owns seven recreational marijuana retail stores and two medical marijuana stores. Mr. Phillips also operates several sophisticated and efficient product cultivation facilities, which collectively contain approximately 80,000 square feet of cultivation space. The retail marijuana stores and cultivation facilities are sometimes referred to as the “Affiliated Entities”. The seven retail stores have been in operation as medical marijuana, and subsequently, retail marijuana outlets, for between one and three years.

As a result of the ownership and operation of their own retail marijuana stores and cultivation facilities, Shawn Phillips, and his wife Erin, are aware that the operators of many of the potential client stores need the services the Company plans to provide. Such services are presently beyond the reach (both financially and operationally) for a large majority of retail owners. The mom-and-pop owners do not have sufficient economies of scale, nor the level of management sophistication and background to enable them to fully leverage their business opportunity within the marijuana industry.

The Company does not grow marijuana plants, produce marijuana infused products, sell marijuana plants and/or sell marijuana infused products of any nature.

The Company presently provides the following branding and fulfillment services to the eight retail marijuana outlets and one cultivation facility owned by Shawn Phillips pursuant to Master Service agreements. The Company plans to make these services available to independent retail stores and cultivation facilities in the regulated marijuana industry throughout the United States.

●

Branding, Marketing, Administrative and Consulting Services: Customers may contract with the Company to use the Strainwise name, logo and affinity images in their retail store locations. A monthly fee permits the Company’s branding customer to use the Strainwise brand at one specific location. In addition, the Company will assist operators in marketing and managing their businesses, setting up new retail locations and general business planning and execution at an hourly rate. This includes services to establish an efficient, predictable production process, as well as, nutrient recipes for consistent and appealing marijuana strains.

●

Accounting and Financial Services: For a monthly fee, the Company provides its customers with a fully implemented general ledger system, with an industry centric chart of accounts, which enables management to readily monitor and manage all facets of a marijuana medical dispensary, retail store and cultivation facility. The Company provides bookkeeping, accounts payable processing, cash management, general ledger processing, financial statement preparation, state and municipal sales tax filings, and state and federal income tax compilation and filings on behalf of the Company and the Captive Stores on an ongoing basis.

●

Compliance Services: The rules, regulations and state laws governing the production, distribution and retail sale of marijuana can be complex, many times obtuse, and may prove cumbersome with which to comply. Thus, customers may contract with the Company to implement a compliance process, based upon the number and type of licenses and permits for their specific business. The Company provides this service on both an hourly rate and stipulated monthly fee.

●

Nutrient Supplier: The Company is presently one of the larger, single purchasers of nutrients and other cultivation supplies for the sole purpose of growing marijuana. As a result, the Company is able to make bulk purchases with price breaks, based upon volume. The Company serves as a sole source nutrient purchasing agent and distributor with pricing based upon its bulk purchasing power.

●

Lending: The Company will provide loans to individuals and businesses in the cannabis industry. However, Colorado State law does not allow entities operating under a cannabis license to pledge the assets or the license of the cannabis operation for any type of general borrowing activity. Thus, the Company’s lending will be on an unsecured basis, with reliance on a personal guarantee of the borrower.

●

Lease of Cultivation Facilities and Equipment: The Company leases cultivation equipment and facilities on a turn-key basis to customers in the cannabis industry. The Company will also enter into sale lease backs of grow lights, tenant improvements and other cultivation equipment.

The following shows the monthly fees received, and expect in the future to receive, for providing branding and fulfillment services to the retail outlets and cultivation facilities:

	Branding, marketing		Accounting/
Retail Outlets	and administrative		compliance

Sanctuary (1)	$	4,500	$	5,500
Annie	$	4,500	$	2,500
Ridge	$	4,500	$	5,500
Spring	$	4,500	$	2,500
Retreat	$	4,500	$	5,500
Shelter	$	4,500	$	5,500
Grove (1)	$	4,500	$	5,500
Haven (1)	$	4,500	$	5,500
Federal Heights (2)		--		--

Cultivation Facilities

51st Avenue	$	15,000	$	5,500
Nome (3)	$	10,000	$	5,500
Bryant Street	$	2,000	$	5,500

(1)	This outlet also houses a small cultivation facility.
(2)	This outlet had not opened as of January 31, 2015. Monthly fees will not begin until the outlet is operational, which is expected to be in July, 2015.
(3)	This facility had not opened as of May 14, 2015 and will not open until enough licenses are obtained, including licenses allowing growing marijuana for recreational use, to enable this facility to operate profitably.

The Company also supplies nutrients to the cultivation facilities at a 90% mark-up to the Company’s cost for the nutrients.

As of the date of this report the Company had not provided any branding and fulfillment services on an hourly basis. The Company does not know what the hourly charge will be for any services that may be provided by the hour.

The Company’s Master Service agreements with the marijuana outlets and cultivation facilities expire on December 31, 2023.

Operating Leases

On March 7, 2014, the Company leased a cultivation facility containing approximately 26,700 square feet (“Custer Lease”) for a term of five years commencing on April 1, 2014. Under the terms of the lease, the Company paid a security deposit of $29,200. The lessor will provide all of the tenant improvements that will enable the continuous cultivation of marijuana plants under 460 grow lights.

Effective January 1, 2015, the Company subleased the Custer property to an unrelated third party.

Pursuant to the terms of the sublease, the subtenant will pay monthly rent according to the following schedule:

		Period
Monthly Rent		Beginning		Ending

$	20,000		1-1-15		6-30-15
$	51,200		7-1-15		12-31-15
$	35,600		1-1-16		3-31-19

On April 1, 2014, the Company leased a cultivation facility containing approximately 65,000 square feet (“51st Ave Lease”) for a term of five years and nine months, commencing on August 17, 2014. Under the terms of the lease, the Company is obligated to pay a security deposit of $150,000, one-third of which was paid upon the execution of the lease, the second third of which is due and payable after the first harvest or by October 1, 2014, and the final third of which is due and payable after the second harvest or by December 1, 2014. The lessor will provide all of the tenant improvements that will enable the continuous cultivation of marijuana plants under approximately 1,800 grow lights.

On April 22, 2014, the Company leased a cultivation facility containing approximately 38,000 square feet (“Nome Lease”) for a term of seven years, commencing on April 22, 2014. Under the terms of the lease, the Company paid a security deposit of $133,679. The lessor will provide all of the tenant improvements that will enable the continuous cultivation of marijuana plants under 800 grow lights. The entity which is leasing this facility agreed to provide financing for up to $750,000 of tenant improvements at an interest rate of 25%, payable monthly over 60 months. As of October 1, 2014, the $750,000 of tenant improvements had been completed at the facility and the Company began paying monthly installments of $22,013 at that time. On December 1, 2014, the lease was extended to April 30, 2025 and the lease payments were modified. The amendment to the lease included the cancellation of the $750,000 note payable to the lessor for the financing of tenant improvement, and the extension of an additional $800,000 to be used for future tenant improvements. The full amount of $1,550,000 of tenant improvement financing to be provided by the lessor will be amortized over the term of the amended lease as a component of the monthly lease payments.

On November 11, 2014, the Company leased a retail location consisting of approximately 3,000 square feet (“Federal Heights Lease”) for a term of five years and one month, with two five year renewal options. The lease, which commenced on November 11, 2014, requires the Company to pay rent of $5,704 each month. The Company will provide all of the tenant improvements required to convert the space to a marijuana dispensary.

On June 10, 2014, the Company leased a cultivation facility containing approximately 113,000 square feet (“32nd Ave Lease”) for a term of five years and nine months, commencing on July 1, 2014. Under the terms of the lease, the Company paid a security deposit of $250,000, $150,000 of which was paid upon the execution of the lease, and $100,000 of which was to be paid when a certificate of occupancy was issued. In April, 2015 the Company terminated the lease due to the failure of the lessor to comply with the terms of the lease.

On September 11, 2014, the Company leased a cultivation facility containing approximately 20,000 square feet (“Bryant Street Lease”) for a term of ten years. The Company will provide all of the tenant improvements that will enable the continuous cultivation of marijuana plants under 370 grow lights.

With the exception of the Bryant Street property, there are no options to purchase the properties underlying these leases. During the term of the Bryant Street lease, the Company has the option to purchase the property subject to the lease for $2,400,000.

The Company has the option to renew the leases described above at the end of their terms at mutually agreed upon rates. There are no options to purchase the properties underlying these leases.

The future minimum payments under the terms of the Operating Leases are shown below.

	Lease Payments Due During Year Ending January 31,
Lease	2016		2017		2018		2019		2020		Thereafter
Custer	$	276,700	$	310,800	$	320,000	$	358,700	$	60,100	$	--
51st Ave.		2,616,600		2,662,000		2,772,900		2,893,900		2,959,500		3,943,400
Nome (1)		549,000		568,100		587,200		606,300		815,000		247,000
Bryant Street		295,000		298,200		332,100		377,800		385,300		1,866,100

Federal Heights		68,400		68,400		68,400		68,400		62,700		--
Total	$	3,805,700	$	3,907,500	$	4,080,600	$	4,305,100	$	4,282,600	$	6,056,500

(1)	Amounts are based upon terms of lease amended on December 1, 2014. See Note 4 to the financial statements included as part of this report.

None of the persons leasing these facilities are affiliated with the Company in any way.

With the exception of the Custer property, which has been subleased to an unrelated third party, the Company subleases the cultivation facilities described above to the Affiliated Entities for their cultivation operations. The Company charges the Affiliated Entities approximately 140% of the amount the Company pays the lessors of these properties. As of the date of this report, the Federal Heights dispensary has not been subleased to an Affiliated Entity.

The persons leasing the facilities described above, and the entities to which the Company is subleasing the facilities, are:

Facility	Lessor	Subleassee (1)

Custer	Custer Place, LLC	5110 Race, LLC
51st Ave.	Headgate II, LLC	Denver Corridor, LLC
Nome	BCP – Nome I, LLC	Denver Corridor, LLC
Bryant Street	695 Bryant, LLC	5110 Race, LLC

(1)	The subleasees are controlled by Shawn Phillips, one of the Company’s officers and directors.

Acquisition of Race Street Property

On July 26, 2014 the Company purchased a 5,000 square foot commercial building for $660,000. The building, which is located at 5110 Race Street in Denver, Colorado, houses a retail marijuana dispensary and a small cultivation facility which are owned by Shawn Phillips. The retail dispensary (known as “the Sanctuary”) and cultivation facility are leased to one of the Affiliated Entities at a rate of $8,400 per month. The purchase price was paid with cash of $60,000 and a loan of $600,000, which is payable in varying amounts from $11,000 to $36,000 per month, with a final payment of $126,000 due on August 1, 2017. The loan is secured by the building the Company purchased.

Market Conditions

In January 2014, the market was expanded in Colorado to allow adult use, including adult visitors from other states, of marijuana for recreational purposes. Voters in Washington State recently approved a ballot measure to legalize cannabis for adult use. Many predict that other states will follow Colorado and Washington in enacting legislation or approving ballot measures that expand the permitted use of cannabis.

According to the Colorado Department of Revenue, total sales for medical and recreational marijuana were $699.2 million for the year ended December 31, 2014; $385.9 million for medical marijuana and $313.2 million for recreational marijuana.

Government Regulation

Marijuana is a Schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of marijuana has been legalized, its use remains a violation of federal law.

A Schedule I controlled substance is defined as a substance that has no currently accepted medical use in the United States, a lack of safety for use under medical supervision and a high potential for abuse. The Department of Justice defines Schedule 1 controlled substances as “the most dangerous drugs of all the drug schedules with potentially severe psychological or physical dependence.” If the federal government decides to enforce the Controlled Substances Act in Colorado with respect to marijuana, persons that are charged with distributing, possessing with intent to distribute, or growing marijuana could be subject to fines and terms of imprisonment, the maximum being life imprisonment and a $50 million fine.

As of April 30, 2015, 21 states and the District of Columbia allow their citizens to use Medical Marijuana. Additionally, voters in the states of Colorado and Washington approved ballot measures last November to legalize cannabis for adult use. The state laws are in conflict with the federal Controlled Substances Act, which makes marijuana use and possession illegal on a national level. The Obama administration has effectively stated that it is not an efficient use of resources to direct federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical marijuana. However, there is no guarantee that the administration will not change its stated policy regarding the low-priority enforcement of such federal laws. Additionally, any new administration that follows could change this policy and decide to enforce the federal laws strongly. Any such change in the federal government’s enforcement of such current federal laws could cause significant financial damage to the Company and its shareholders. While the Company does not intend to harvest, distribute or sell cannabis, the Company may be irreparably harmed by a change in enforcement by the federal or state governments or the enactment of new and more restrictive laws.

The Company has been advised that the Colorado Marijuana Enforcement Division is investigating the Affiliated Entities. The Company believes the investigation relates to (i) whether certain license applications filed with the MED should have disclosed the fact that Shawn and Erin Phillips were guarantors on leases to which some of the Affiliated Entities were parties, and (ii) whether the Company controls the Affiliated Entities. In an article published in the May 15, 2015 edition of the Denver Post, a representative of the MED told the Denver Post that the investigation was "active and ongoing".

Offices

The Company’s offices are located at 1350 Independence Street, Suite 300, Lakewood, CO 80215. The Company leases its offices from an entity controlled by Erin Phillips, the President and a director of the Company. The lease is for a 31 month period, commencing in January 2014 for 6,176 square feet at an annual rate of $64,848 for the first 12 months, $67,936 for the subsequent 12 months and $41,431 for the subsequent seven months, payable monthly, through October 31, 2016. As of April 30, 2015, the Company had 10 full time employees and one part time employee.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

See Item 1 of this report.

ITEM 3. LEGAL PROCEEDINGS

On June 10, 2014 the Company leased a cultivation facility containing approximately 113,000 square feet (“32nd Ave. Lease”) for a term of five years and nine months, commencing on July 1, 2014. In April 2015, the Company terminated the lease due to the failure of the lessor to comply with the terms of this lease. On April 27, 2015, Headgate III, LLC, the lessor of the property, filed a lawsuit against the Company, Shawn D. Phillips and Erin Phillips in the Adams County District Court, Colorado, Case No. 2015CV30685. In its complaint, Headgate III seeks money damages from the Company for breach of the lease and money damages from Shawn and Erin Phillips as guarantors of the lease.

ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY

Prior to September 25, 2014 the Company’s common stock was quoted on the OTC Bulletin Board under the trading symbol “FHGR”. On September 25, 2014 the Company’s trading symbol changed to “STWC”. Between August 29, 2014 and January 31, 2015 less than 26,500 shares of the Company’s common stock traded and during this period the closing price of the Company’s common stock varied between $4.00 and $1.50 per share.

With the exception of the 25,641,884 shares issued in connection with the acquisition of Strainwise Colorado, all outstanding shares of the Company’s common stock have satisfied the resale requirements of Securities and Exchange Commission Rule 144.

Holders of the Company’s common stock are entitled to receive dividends as may be declared by the Board of Directors. The Company’s Board of Directors is not restricted from paying any dividends, but is not obligated to declare a dividend. No cash dividends have ever been declared and it is not anticipated that cash dividends will ever be paid. The Company currently intends to retain any future earnings to finance future growth. Any future determination to pay dividends will be at the discretion of the Company’s directors and will depend on its financial condition, results of operations, capital requirements and other factors the board of directors considers relevant.

The Company’s Articles of Incorporation authorize the Board of Directors to issue up to 5,000,000 shares of preferred stock. The provisions in the Articles of Incorporation relating to the preferred stock allow directors to issue preferred stock with multiple votes per share and dividend rights, which would have priority over any dividends paid with respect to the holders of common stock. The issuance of preferred stock with these rights may make the removal of management difficult, even if the removal would be considered beneficial to shareholders generally, and will have the effect of limiting shareholder participation in certain transactions such as mergers or tender offers if these transactions are not favored by management.

As of May 15, 2015, the Company had approximately 160 shareholders of record and 27,147,217 outstanding shares of common stock.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial statements included as part of this report.

General

On August 19, 2014, the Company acquired approximately 90% of the outstanding shares of Strainwise, Inc., a Colorado corporation, in exchange for 23,124,184 shares of the Company’s common stock. Strainwise was organized in Colorado on June 8, 2012 as a limited liability company, and converted to a Colorado corporation on January 16, 2014. On September 12, 20014 the Company acquired the remaining outstanding shares of Strainwise Colorado in exchange for 2,517,700 shares of the Company’s common stock.

Although, from a legal standpoint, the Company acquired Strainwise on August 19, 2014, for financial reporting purposes the acquisition of Strainwise constituted a recapitalization, and the acquisition was accounted for similar to a reverse merger, whereby Strainwise was deemed to have acquired the Company.

In connection with the acquisition of Strainwise, the Company sold its rights to a motion picture, together with all related domestic and international distribution agreements, and all pre-production and other rights to the film, to a former officer and director of the Company in consideration for the assumption by a shareholder of the Company of all liabilities of the Company (including the Company’s outstanding liabilities as of June 30, 2014) which were outstanding immediately prior to the closing of the transaction.

The financial statements of the Company for the years ended January 31, 2015, and 2014 are included with this report.

Results of Operations

The Company did not begin operations until January 1, 2014, when it began providing branding and fulfillment services to the cultivation facilities operated by Shawn Phillips and the retail stores owned by Mr. Phillips, an officer and director of the Company (collectively the “Affiliated Entities”). As a result, comparison of the Company’s operating results for the year ended January 31, 2015, with the prior year would not be meaningful. As of May 15, 2015 the Company was not providing services to any other entities.

The following shows the amounts the Company charged the affiliated entities for the branding and fulfillment services provided pursuant to the Master Service Agreements and subleasing cultivation facilities for the periods shown, as well as the amounts the Company expects to charge during the twelve months ending January 31, 2016 from these sources. Projected revenue from branding, marketing, accounting and other services has been calculated in whole based upon the terms the Master Service Agreements with the Affiliated Entities. Projected revenue from subleasing is based upon executed agreements with the Affiliated Entities. Projected revenue does not include any amounts from lending since, as of May 12, 2015, future revenue from lending cannot be estimated with any degree of certainty.

	Amounts charged				Projected charges
	Year Ended		Year ended		Twelve months ending
	January 31, 2015		January 31, 2014		January 31, 2016

Subleasing	$	3,396,409	$	--	$	5,828,000
Branding, marketing, accounting
and other services		1,442,000		104,378		1,746,500
Nutrient Sales		927,072		--		1,510,000
Total	$	5,765,481	$	104,378	$	8,814,500

As of April 30, 2015, the Company’s operating expenses, excluding payments required for its operating leases, were approximately $200,000 per month.

As of May 12, 2015, the cultivation facilities operated by the Affiliated Entities had the capacity to provide enough product to supply approximately 25 to 30 marijuana dispensaries. However, as of May 12, 2015 the Affiliated Entities had only nine dispensaries and the cultivation facilities were not selling product to any other marijuana dispensaries. As a result, the cultivation facilities are operating at a loss and are unable to pay the Company the amounts owed pursuant to their subleases with the Company. Although the marijuana dispensaries owned by the Affiliated Entities are operating at a profit, the dispensaries are not currently paying amounts billed to them by the Company since the profits from the dispensaries are being used to fund the operating losses of the cultivation facilities.

The Company estimates that if the cultivation facilities were able to supply an additional five dispensaries (whether operated by the Affiliated Entities or others) the cultivation facilities would be able to begin making lease payments to the Company and the dispensaries would be able to resume payments pursuant to their Master Service agreements with the Company. Although the Affiliated Entities have paid the Company $3,423,903 of the amounts billed to them during the year ended January 31, 2015, since there is no assurance that the Affiliated Entities will be able to generate enough cash to pay the amounts presently owed to the Company at January 31, 2015, the receivable from the Affiliated Entities at January 31, 2015 ($2,375,533) has been fully reserved and charged to expense.

Liquidity and Capital Resources

Between March 15, 2014 and August 19, 2014, the Company sold 2,224,700 units, at a price of $1.00 per unit, to a group of private investors. Each unit consisted of one share of Strainwise’s common stock and one warrant. Every two warrants entitle the holder to purchase one share of Strainwise’s common stock at a price of $5.00 per share at any time prior to January 31, 2019. When the Company acquired the remaining shares of Strainwise, the Company exchanged its warrants for the outstanding Strainwise warrants. The warrants issued by the Company had the same terms as the Strainwise warrants.

On March 20, 2014 the Company borrowed $850,000 from an unrelated third party. The loan bears interest at 25% per year, payable monthly, and matures on September 21, 2014. On July 16, 2014, the terms of the loan were amended such that $200,000 of the loan was converted into 293,000 shares of the Company’s common stock and the Company agreed to pay the remaining balance of the loan ($325,000), plus accrued interest and a prepayment penalty of $11,250, prior to July 29, 2014. The $850,000 loan was used (i) to secure approximately $217,800 of deposits for the future rental and/or purchase of cultivation facilities to lease to growers in the industry, (ii) to acquire approximately $175,000 of cultivation equipment (iii) to make approximately $63,500 of tenant improvements to cultivation facilities under lease, (iv) to pay approximately $373,000 of principal and interest to the note holder, and (v) to pay other miscellaneous expenses

On July 26, 2014 the Company purchased a 5,000 square foot commercial building for $660,000. The building, which is located at 5110 Race Street in Denver, Colorado, houses a retail marijuana dispensary and a small cultivation facility which are owned by Shawn Phillips. The retail dispensary (known as “the Sanctuary”) and cultivation facility are leased to one of the Affiliated Entities. The purchase price was paid with cash of $60,000 and a loan of $600,000, which is payable in varying amounts from $11,000 to $36,000 per month, with a final payment of $126,000 due on August 1, 2017.

Beginning January 1, 2015, the Company subleased the Custer facility to an independent third party for a five year period beginning a triple-net-lease-basis, with monthly rental payments of $20,000 per month for the six month period beginning January 1, 2015 $51,200 per month for the six month period beginning July 1, 2015 and $35,000 per month for the 48 month period beginning January 1, 2016.

On January 30, 2015, three unrelated third parties collectively loaned the Company $550,000. The loans bear interest at 25% per year, are unsecured, and are due and payable on January 31, 2017. Interest-only payments are due each month, with the first interest payment due on February 15, 2015. At the option of the lenders, the loans can be converted into shares of the Company’s common stock at the rate of $1.00 per share.

Subsequent to January 31, 2015, two of the third parties loaned the Company an additional $1,250,000. The terms of the new loans are the same as the loans made on January 30, 2015.

Any of the following are an event of default which would cause all amounts due the lenders to become immediately due and payable:

●

the Company fails to make any interest payment when due; or

●

the Company breaches any representation, warranty or covenant or defaults in the timely performance of any other obligation in its agreements with the lenders.

The loan proceeds were used to pay general and administrative expenses.

The future minimum payments under the terms of the Company’s material contractual obligations are shown below.

	Year Ending January 31,
	2016		2017		2018		2019		2020		Thereafter

Corporate office	$	58,400	$	--	$	--	$	--	$	--	$	--
Operating leases		3,805,700		3,907,500		4,080,600		4,305,100		4,282,600		6,056,500
Mortgage		232,000		232,000		126,000		--		--		--
Tenant improvement		528,700		528,700		528,700		132,200		--		--
Convertible loans -
interest		403,200		458,600		11,500		--		--		--
Convertible loans -
principal		--		1,450,000		350,000		--		--		--
	$	5,028,000	$	6,576,700	$	5,096,800	$	4,437,300	$	4,282,600	$	6,056,500

In addition to the foregoing, the Company estimates that during the twelve months ending January 31, 2016 the Company will need approximately $800,000 for additional equipment such as grow lights, electrical upgrades, generators and air conditioning and approximately $2,500,000 for general corporate overhead.

The Company plans to fund its operations and contractual requirements through fees received for branding and fulfillment services, sales of nutrients, subleasing cultivation facilities and the public or private sale of its securities.

The Company will need to raise enough capital to fund its operations until it is able to earn a profit. The Company does not know what the terms of any future capital raising may be but any future sales of the Company’s equity securities will dilute the ownership of existing stockholders and could be at prices below the market price of the Company’s common stock. The inability of the Company to obtain the capital which it requires may result in the failure of the Company. The Company does not have any commitments from any person to provide the Company with capital.

Trends

The factors that will most significantly affect the Company’s future operating results, liquidity and capital resources will be:

●

The ability of the Affiliated Entities to collectively become profitable and make payments to the Company in accordance with the terms of their Master Service Agreements and subleases. In this regard, on May 13, 2015 the Affiliated Entities collectively laid off approximately 45% of their employees. The layoffs were primarily the result of delays in obtaining enough licenses in order for the Nome cultivation facility to open and be operated on a profitable basis;

●

Government regulation of the marijuana industry;

●

Revision of Federal banking regulations for the marijuana industry; and

●

Legalization of recreational marijuana in states other than Colorado and Washington.

Other than the foregoing, the Company does not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on:

●

revenues or expenses;

●

any material increase or decrease in liquidity; or

●

expected sources and uses of cash.

Critical Accounting Policies and New Accounting Pronouncements

See Note 1 to the financial statements included as part of this report, for a description of the Company’s critical accounting policies and the potential impact of the adoption of any new accounting pronouncements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the financial statements and accompanying notes included as part of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

See the Company’s 8-K report, filed with the Securities and Exchange Commission on August 21, 2014 for information concerning a change in the Company’s accountants.

ITEM 9A. CONTROLS AND PROCEDURES

Management’s Report on Disclosure Control

Under the direction and with the participation of the Company’s management, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of January 31, 2015. The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic reports with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching its desired disclosure control objectives. Based upon this evaluation, management concluded that the Company’s disclosure controls and procedures were effective as of January 31, 2015.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of the Company’s principal executive officer and principal financial officer and implemented by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements in accordance with U.S. generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management evaluated the effectiveness of its internal control over financial reporting as of January 31, 2015 based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Framework. Management’s assessment included an evaluation of the design of The Company’s internal control over financial reporting and testing of the operational effectiveness of those controls.

Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of January 31, 2015.

This Annual Report on Form 10-K does not include an attestation report by the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only its management’s report in this Annual Report on Form 10-K

Changes in Internal Controls.

There have been no changes to the Company’s internal control over financial reporting that occurred during the year ended January 31, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Company’s officers and directors are listed below. Directors are generally elected at the annual shareholders' meeting and hold office until the next annual shareholders' meeting or until their successors are elected and qualified. Executive officers are elected by Directors and serve at their discretion. Our current officers and directors were elected to their positions in August 2014.

Name	Age	Position

Shawn Phillips	43	Chief Executive Officer and a Director
Erin Phillips	38	President, Chief Financial and Accounting Officer and a Director
David Modica	38	Manager of Quality Control and a Director

Shawn and Erin Phillips are husband and wife.

The following is a brief summary of the background of each officer and director including their principal occupation during the five preceding years. All directors will serve until their successors are elected and qualified or until they are removed.

Shawn Phillips is one of the early pioneers in the marijuana industry in Colorado and is one of the founders of Strainwise. Currently, Shawn owns and holds all of the licenses issued by the State of Colorado for the eight marijuana stores (the “Captive Stores”). In concert with his spouse, Erin Phillips, he has been instrumental in the management of the operations of these stores since the date they were either purchased as an existing retail store or initially opened for medical marijuana sales beginning in 2010. In addition, Shawn oversees the cultivation facilities which supply the various strains of product to the Captive Stores and other retail operations in Colorado. Prior to 2010 Mr. Phillips was the owner/operator of RLO Realty, a residential and commercial real estate firm (2008-2010), an account executive with Stewart Title Company (2007-2008) and the owner/operator of Legacy Funding, a residential mortgage company (2001-2007). Mr. Phillips holds a B.S in Accounting from Colorado State University, and using his accounting education and experience, his established reliable point-of-sale accounting procedures and financial controls for these stores and the multiple production facilities. Mr. Phillips filed a personal bankruptcy petition in September 2009 and received a discharge in January 2010.

Erin Phillips has over 17 years of operational and management experience. Erin is one of the early pioneers in the marijuana industry in Colorado and is one of the founders of Strainwise. In concert with her spouse, Shawn Phillips, she has been instrumental in the management of the operations of the eight Captive Stores since the date they were either purchased as an existing retail store, or initially opened for medical marijuana sales beginning in 2010. Erin is responsible for managing the marketing, advertising and promotions at the Captive Stores, and is responsible for establishing and expanding the brand recognition of the Strainwise name and logo throughout the Company’s target markets. Prior to establishing Strainwise, Erin spent 13 years in the mortgage industry as a business owner, audit and funding supervisor, title company closer, mortgage loan processer, and loan originator. Ms. Phillips filed a personal bankruptcy petition in May 2009 and received a discharge in August 2009.

David Modica has been the Quality Control Manager and a director of Strainwise since 2013. In this capacity, he works with the managers of the cultivation facilities owned by Shawn Phillips to maintain the quality of the proprietary strains and marijuana products grown in these facilities. Upon initially joining Strainwise, he was tasked with converting the point-of-sale systems used by the Captive Stores to a more advanced system which can better track all categories of inventory. Prior to joining Strainwise, he was the owner and operator of a residential rental company (2005 to 2013), a web developer for Design Factory International (2003 to 2005), and a web developer/designer for Eastridge Technology (2001 to 2003). Mr. Modica obtained his B.A. from the University of North Carolina at Chapel Hill in 2000, with a degree in Journalism and Mass Communications.

The specific experience, qualifications, attributes or skills that led to the conclusion that each named person should serve as a director are listed below:

Shawn Phillips – experience in marijuana industry

Erin Phillips – experience in marijuana industry

David Modica – experience in marijuana industry and in point-of-sale technology

Shawn Phillips, Erin Phillips and David Modica are not independent as that term is defined in Section 803 of the NYSE MKT Company Guide.

The Company does not have a financial expert, as that term is defined by the Securities and Exchange Commission.

The Company’s Board of Directors does not have standing audit, nominating or compensation committees, committees performing similar functions, or charters for such committees. Instead, the functions that might be delegated to such committees are carried out by the Company’s Board of Directors, to the extent required. The Company’s Board of Directors believes that the cost of associated with such committees, has not been justified under its current circumstances.

Given the Company’s lack of operations to date, the Company’s Board of Directors believes that its current members have sufficient knowledge and experience to fulfill the duties and obligations of an audit committee. None of the current Board members is an “audit committee financial expert” within the meaning of the rules and regulations of the Securities and Exchange Commission. The Board has determined that each of its members has substantial business experience that results in that member’s financial sophistication.

The Company’s Board of Directors does not currently have a policy for the qualification, identification, evaluation, or consideration of board candidates and does not think that such a policy is necessary at this time, because it believes that, given the limited scope of the Company’s operations, a specific nominating policy would be premature and of little assistance until its operations are at a more advanced level. Currently the entire Board decides on nominees.

The Company’s Board of Directors does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The Company does not have any restrictions on shareholder nominations under its articles of incorporation or bylaws. The only restrictions are those applicable generally under Utah law and the federal proxy rules. The Board will consider suggestions from individual shareholders, subject to an evaluation of the person’s merits. Shareholders may communicate nominee suggestions directly to the Board, accompanied by biographical details and a statement of support for the nominees. The suggested nominee must also provide a statement of consent to being considered for nomination. There are no formal criteria for nominees.

During the year ended January 31, 2015, no officer of the Company was a member of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as one of the Company’s directors.

The Company’s Board of Directors does not have a “leadership structure” since each board member is free to introduce any resolution at any meeting of its directors and is entitled to one vote at any meeting.

Holders of the Company’s common stock may send written communications to its entire board of directors, or to one or more board members, by addressing the communication to “the Board of Directors” or to one or more directors, specifying the director or directors by name, and sending the communication to the Company’s offices in Lakewood, Colorado. Communications addressed to the Board of Directors as whole will be delivered to each board member. Communications addressed to a specific director (or directors) will be delivered to the director (or directors) specified.

Security holder communications not sent to the Board of Directors as a whole or to specified board members will be relayed to board members.

The Company’s directors serve until the next annual meeting of its shareholders and until their successors have been duly elected and qualified. The Company’s officers serve at the discretion of the Company’s directors. The Company does not compensate any person for acting as a director. The Company’s current officers and directors were elected to their positions in August 2014.

The Company has an Incentive Stock option Plan, Non-Qualified Stock Option Plan, and a Stock Bonus Plan. As of May 14, 2015 no options or shares have been granted or issued pursuant to these plans.

Non-Compete Agreements

Both Shawn and Erin Phillips have entered into non-compete agreements wherein they agreed that, during their employment and for a period of five (5) years after termination of their relationship with the Company, without the express written consent of the Company they shall not, directly or indirectly, (i) employ, solicit for employment, or recommend for employment any person employed by the Company; (ii) contact or solicit any person or business which was a client of the Company at any time within twelve (12) months before the termination of the employment with the Company in connection with any matters similar in nature or related to any business conducted between or contemplated by the Company and such client at any time during their employment with the Company; (iii) engage in any present or contemplated business activity that is or may be competitive with the Company (or any part thereof) in Colorado or any other state of the United States of America where the Company (or any part thereof) conducts its business. For purposes of their non-compete agreements, Shawn and Erin Phillips agreed that to engage in a business in competition with the business of the Company, or a “competitive business” shall mean: (i) to be employed by, (ii) own an interest in, (iii) be a consultant to, (iv) be a partner in (v) or otherwise participate in any business or venture which offers or sells to businesses or persons, cannabis related products or services which are the same as or similar to those which are, at the then applicable time, being offered and sold by the Company (or any part thereof).

Non-Disclosure Agreements

Both Shawn and Erin Phillips have entered into non-disclosure agreements wherein they agreed not, directly or indirectly, to use, make available, sell, disclose or otherwise communicate to any third party, other than in their assigned duties and for the benefit of the Company, any of the confidential information of the Company, either during or after their relationship with the Company. They agreed not to publish, disclose or otherwise disseminate such information without prior written approval of an executive officer (other than themselves) of the Company. They acknowledged that they are aware that the unauthorized disclosure of Confidential Information of the Company may be highly prejudicial to its interests, an invasion of privacy, and an improper disclosure of trade secrets.

Proprietary and confidential information shall include, but not be limited to:

	1)	methods, processes and/or technologies for the growing, cultivation and production of cannabis and marijuana plants and products;
	2)	cannabis business processes, procedures and strategies;
	3)	retail and medical cannabis store operations;
	4)	cannabis branding and fulfillment services;
	5)	forecasts, unpublished financial information, budgets, projections, customer lists, and client identities, characteristics and agreements;
	6)	software, processes, trade secrets, computer programs, electronic codes, inventions, innovations, discoveries, improvements, data, know-how, and formats;
	7)	business, marketing, and strategic plans;
	8)	information about costs, profits, markets, sales, contracts and lists of clients and referral sources;
	9)	employee personnel files and compensation information;
	10)	customer lists and names of customer contact personnel; and
	11)	customer terms, information, payments and data.

Exchange Option and Mandatory Exchange

Shawn and Erin Phillips have granted an option to the Company that entitles the Company to acquire the eight marijuana stores (the “Captive Stores”) now owned and that may become owned by Mr. or Mrs. Phillips in the future (“Exchange Option”). The Exchange Option may be exercised by the Company anytime within a six month period from the date that laws or regulations permit the Company to own all or a part of the Captive Stores.

Upon the exercise of the Exchange Option, the Phillips will be obligated to exchange the Captive Stores (or such percentage interest in the Captive Store that the Company can legally acquire) for shares of the Company’s common stock (the “Exchange Shares”).

The number of the Exchange Shares to be issued to the Phillips will be determined by the following formula:

5 x A x B

Where:

	A =	the combined EBITDA of the Captive Stores for the immediately preceding twelve (12) month period from the date the Exchange Option is exercised.

	B =	The percentage in the Captive Stores that can be acquired by the Company.

	C =	the average closing price on the Pink Sheets, OTC Bulletin Board, NASDAQ, or NYSE/MKT for the ninety (90) days preceding the date the Exchange Option is exercised;

Combined EBITDA will be determined using generally accepted accounting principles, consistently applied.

Notwithstanding the above, the number of Exchange Shares will be reduced, if necessary, such that, following the issuance of the Exchange Shares, the total number of shares of the Company’s common stock owned by the Phillips, together with any shares issuable upon the exercise of any option or warrants held by the Phillips, or any shares issuable upon the conversion of any securities owned by the Phillips, will not exceed 85% of the Company’s outstanding shares of common stock.

Any advances to the Phillips and/or accounts receivable from the Phillips, or any distributions to them in excess of the capital account of any Captive Store at the time of the completion of the exchange, will (i) be personally guaranteed by both Shawn and Erin Phillips, (ii) will be payable 36 months from the date of the completion of the exchange, and (iii) will bear interest, to be adjusted monthly, at the LIBOR rate plus 3%.

If the Exchange Option is exercised, the following is an example of the number of Exchange Shares to be issued to the Phillips, assuming the Company can legally acquire a 50% interest in the Captive Stores:

●

Combined EBITDA for the immediately preceding twelve (12) month period – $80,000,000;

●

Fifty percent of the combined EBITDA - $80,000,000 X 50% = $40,000,000;

●

Combined EBITDA multiplied by 5 times - 40,000,000 X 5 = 200,000,000;

●

Average market price for the preceding ninety (90) day period - $20; and

●

Number of Exchange Shares to be issues to Phillips – 10,000,000

In the event the Captive Stores are not owned equally by Erin and Shawn Phillips:

●

the Exchange Shares to be issued to Erin Phillips will be based upon the percentage of the combined EBITDA of the Captive Stores owed by Erin Phillips; and

●

the Exchange Shares to be issued to Shawn Phillips will be based upon the percentage of the combined EBITDA of the Captive Stores owed by Shawn Phillips.

The Exchange Shares will be “restricted shares”, as that term is defined in Rule 144 of the Securities Exchange Commission. At the option of the holder of the Exchange Shares, the Exchange Shares will be included in the first registration statement filed by the Company with the Securities and Exchange Commission following the exercise of the Exchange Option, excluding any registration statement on Form S-4, S-8, or any other inapplicable form (the “piggy-back” registration rights). Notwithstanding the above, the underwriter of any public offering conducted by the Company may limit the Exchange Shares which may be sold due to market conditions.

No shareholder of the Company will be granted piggyback registration rights superior to those of the Exchange Shares. The Company will pay all registration expenses (exclusive of underwriting discounts and commissions and special counsel to the Phillips). The registration rights may be transferred provided that the Company (i) is given prior written notice; (ii) the transfer is in connection with a transfer of not less than 1,000,000 shares of the Company’s common stock; and (iii) the transfer is to no more than three persons.

ITEM 11. EXECUTIVE COMPENSATION

The following table shows compensation paid to the Company’s officers during the periods indicated:

										All
										Other
										Annual
						Stock		Option		Compen-
Name and Principal	Fiscal	Salary		Bonus		Awards		Awards		sation
Position	Year		(1)		(2)		(3)		(4)		(5)	Total

Shawn Phillips	2015	$	81,800		--		--		--		--	$	81,800
Chief Executive
Officer

Erin Phillips	2015	$	173,500		--		--		--		--	$	173,500
President, Chief
Financial and
Accounting Officer

David Modica	2015	$	91,500		--		40,000		--		--	$	131,500
Manager of Quality
Control

Shane E. Thueson	2015		--		--		--		--		--		--
President (6)	2014		--		--		--		--		--		--

Nicholl Doolin	2015		--		--		--		--		--		--
Vice President (6)	2014		--		--		--		--		--		--

John K. Winchester	2015		--		--		--		--		--		--
Secretary (6)	2014		--		--		--		--		--		--

(1)	The dollar value of base salary (cash and non-cash) earned during the year. During the two years ended January 31, 2015 no non-cash compensation was earned by any of the persons listed in the table.
(2)	The dollar value of bonus (cash and non-cash) earned during the year. During the two years ended January 31, 2015 no non-cash compensation was earned by any of the persons listed in the table.
(3)	During the periods covered by the table, the value of the Company’s shares issued as compensation for services to the persons listed in the table.
(4)	The value of all stock options granted during the periods covered by the table.
(5)	All other compensation received that the Company could not properly report in any other column of the table.
(6)	This person resigned as an officer and director in August 2014.

The following shows the amounts the Company expects to pay to its officers during the twelve months ending January 31, 2016 and the amount of time these persons expect to devote to the Company.

	Projected	% of time to be devoted
Name	Compensation	to the Company’s business

Shawn Phillips	$160,000	85%
Erin Phillips	$180,000	90%
David Modica	$ 72,000	95%

During the two years ended January 31, 2015 the Company did not compensate any person for acting as a director.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table shows the ownership, as of April 30, 2015, of those persons owning beneficially 5% or more of the Company’s common stock and the number and percentage of outstanding shares owned by each of the Company’s directors and officers and by all officers and directors as a group. Unless otherwise indicated, each owner has sole voting and investment power over their shares of common stock.

Name	Shares Owned	% of Outstanding Shares

Shawn Phillips		--
Erin Phillips	23,124,184	86%
David Modica	11,500	Nil
All officers and directors
as a group (three persons)	23,135,684	86%

The address of each person listed above is 1350 Independence St., Suite 300 Lakewood, CO 80215.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As explained in Item 1 of this report, substantially all of the Company revenue is derived pursuant to the Master Service Agreements that the Company has with entities controlled by Shawn Phillips, one of the Company’s officers and directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

BF Borgers CPA PC served as the Company’s independent registered public accountant for the years ended January 31, 2015 and 2014.

The following table shows the aggregate fees billed to the Company by BF Borgers CPA PC for the periods shown.

	Year ended
	January 31, 2015		January 31, 2014

Audit Fees	$	64,100	$	--
Audit-Related Fees		--		--
Tax Fees		--		--
All Other Fees		--		--
Total fees	$	64,100	$	--

Audit fees – Consist of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in the Company’s 10-Q reports or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

Audit-related Fees – Consists of fees for assurance and related services by the Company’s principal accountants that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit fees.”

Tax Fees – Consist of fees for professional services rendered by the Company’s principal accountants for tax compliance, tax advice and tax planning.

All Other Fees – Consist of fees for products and services provided by the Company’s principal accountants.

STRAINWISE, INC.

FINANCIAL STATEMENTS

For the Years Ended January 31, 2015 and 2014

Audited

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Strainwise, Inc.:

We have audited the accompanying balance sheet of Strainwise, Inc. (“the Company”) as of January 31, 2015 and 2014 and the related statement of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of Strainwise, Inc., as of January 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles in the United States of America.

The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting. Accordingly, we express no such opinion.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ B F Borgers CPA PC

B F Borgers CPA PC

Lakewood, CO

May 14, 2015

STRAINWISE, INC.

BALANCE SHEETS

	January 31,
	2015			2014

ASSETS
Current assets:
Cash and cash equivalents	$	674,495		$	100
Due from affiliated entities, net of collection allowance reserve of $2,375,533		-			-
Prepaid expenses and other assets		9,512			10,000
Total current assets		684,007			10,100
Commercial operating property, net of accumulated amortization of $5,641 and $0 at January 31, 2015 and 2014, respectively		654,359			-
Tenant improvements and office equipment, net of accumulated amortization and depreciation of $96,574 and $0 at January 31, 2015 and 2014, respectively		1,647,710			10,500
Prepaid expenses and other assets		346,187			-
Trademark, net of accumulated amortization of $793 and $61 at January 31, 2015 and 2014, respectively		10,217			10,949
Total assets	$	3,342,480		$	31,549

LIABILITIES AND STOCKHOLERS’ (DEFICIT) EQUITY
LIABILITIES
Current liabilities:
Accounts payable	$	156,416		$	-
Due to affiliated entities		-			50,203
Current portion of tenant allowance note and mortgage payable		338,489			-
Total current liabilities		494,905			50,203
Note payable for tenant allowances		1,099,690			-
Mortgage payable		356,830			-
Convertible notes payable		550,000			-
Deferred rent and interest payable discount		416,573			3,273
Total liabilities		2,917,998			53,476
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Common stock, no par value, 100,000,000 shares authorized, 27,147,217 and 20,430,000 issued and outstanding at January 31, 2015 and 2014, respectively		-			-
Additional paid in capital		2,509,325			48,292
Retained (deficit)		(2,084,843	)		(70,219	)
Total stockholders’ equity		424,482			(21,927	)
Total liabilities and stockholders’ equity	$	3,342,480		$	31,549

See accompanying notes.

STRAINWISE, INC.
STATEMENTS OF OPERATIONS

	Year Ended January 31,
	2015			2014

Revenues from affiliated entities
Cultivation facilities usage fees	$	3,396,409		$	-
Fulfillment services fees		1,442,000			-
Sale of nutrient supplies		927,072			104,378
		5,765,481			104,378
Consulting services		35,500			,
Total revenues		5,800,981			104 378
Operating costs and expenses
Collection reserve for amounts due from Affiliated Entities		2,375,533			-
Rents and other occupancy		2,643,070			5,404
Compensation		1,224,146			60,560
Nutrient purchases		477,931			18,094
Professional, legal and consulting		313,532			60,725
Stock-based compensation		198,333			-
Depreciation and amortization		173,972			61
General and administrative		65,168			9,753
Total operating costs and expenses		7,471,685			154,597
Loss from operations		(1,670,704	)		(50,219	)
Other costs and expenses
Loss on early extinguishment of debt		(93,000	)		-
Interest expense		(232,544	)		-
Financing costs		(18,376	)		(20,000	)
Loss before provision for taxes on income		(2,014,624	)		(70,219	)
Provision for taxes on income		-			-
Net loss	$	(2,014,624	)	$	(70,219	)

Basic earnings (loss) per common share	$	(0.88	)	$	( 0.082	)

Fully diluted earnings (loss) per common share	$	(0.88	)	$	(0.082	)

Basic weighted average number of shares outstanding		23,615,913			851,250

Fully diluted weighted average number of shares outstanding		28,630,701			1,351,250

See accompanying notes.

STRAINWISE, INC.

STATEMENT OF CASH FLOWS

	Year Ended January 31,
	2015			2014

Cash flows from operating activities:
Net (loss)	$	(2,014,624	)	$	(70,219	)
Adjustments to reconcile net loss to net cash used in operating activities:
Decrease in amounts due to Affiliated Entities		(50,203	)		50,203
Increase in collection reserve for amounts due from affiliated entities		2,375,533			-
Increase in prepaid expenses and other assets		(334,750	)		(10,000	)
Depreciation and amortization		173,242			-
Increase in accounts payable		156,416			-
Stock-based compensation		198,333			48,192
Increase in deferred rent and interest		413,300			3,273
Decrease in trademark		732			61
Net cash flow used in operating activities		(1,457,555	)		21,510
Cash flows from investing activities:
Investment in tenant improvements and office equipment		(1,875,759	)		(10,500	)
Establishment of trade mark		-			(11,010
Investment in commercial operating building		(660,000	)		-
Share exchange in reverse merger transaction		(255,000	)		-
Net cash flow used in investing activities		(2,790,759	)		(21,510	)
Cash flows from financing activities:
Proceeds from common stock subscriptions		2,224,700			-
Proceeds from conversion to common stock of a portion of a convertible note		293,000			-
Proceeds from note payable for tenant allowances, net		1,301,019			-
Proceeds from mortgage		600,000			-
Proceeds from convertible notes		550,000			-
Payments on tenant allowances note and mortgage		(106,010	)		-
Proceeds from convertible note, inclusive of discount of $45,000		850,000			-
Payments on convertible note		(850,000	)		-
Net cash flows from financing activities		4,922,709			-
Net cash flows		674,395			-
Cash and equivalent, beginning of period		100			-
Cash and equivalent, end of period		674,495		$	100

Supplemental cash flow disclosures:
Cash paid for interest	$	232,544		$	-
Cash paid for income taxes	$	-		$	-

See accompanying notes.

STRAINWISE, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICT)

For the Period from June 8, 2012 (date of inception) to January 31, 2015

	Common Stock				Additional Capital In			Deficit Accumulated in Development
	Shares		Amount		Excess of Par Value			Stage			Total

Balance, June 8, 2012, Inception

Membership interest issued for cash		-	$	-	$	100		$	-		$	100
Net loss		-		-		-			-			-
Balance, January 31, 2013		-		-		100			-			100

Conversion of common shares for membership interest		20,430,000		-		-			-			-
Stock-based compensation		-		-		48,192			-			48,192
Net loss		-		-		-			(70,219	)		(70,219	)
Balance, January 31, 2014		20,43,000		-		48,292			(70,219	)		(21,927	)

Shares issued in private sale of common stock		2,224,700		-		2,224,700			-			2,224,700
Shares issued upon conversion of a portion of a convertible note		293,000		-		293,000			-			293,000
Shares issued in a share exchange in a reverse merger		4,081,184		-		(255,000	)		-			(255,000	)
Stock-based compensation		198,333		-		198,333			-			198,333
Net Loss		-		-		-			(2,014,624	)		(2,014,624	)
Balance, January 31, 2015		27,147,217	$	-	$	2,509,325		$	(2,084,843	)	$	424,482

See accompanying notes.

STRAINWISE, INC.

Notes to the Audited Financial Statements

January 31, 2015 and 2014

Note 1 – Organization and summary of significant accounting policies:

Following is a summary of our organization and significant accounting policies:

Organization and nature of business - STRAINWISE, INC. (identified in these footnotes as “we” “us” or the “Company”) provides branding marketing, administrative, accounting, financial and compliance services (“Fulfillment Services”) to entities in the cannabis retail and production industry. The Company was incorporated in the state of Colorado as a limited liability company on June 8, 2012, and subsequently converted to a Colorado corporation on January 16, 2014.

The Company provides sophisticated Fulfillment Services to (i) the four cultivation facilities and nine retail stores (seven of which sell recreational and medical marijuana to the public, one of which only sells medical marijuana to the public, and one of which only sells recreational marijuana to the public) owned by an officer and director of the Company (“Affiliated Entities”) and (ii) makes such services available to independent retail stores and cultivation facilities in the regulated cannabis industry throughout the United States.

The Fulfillment Services that we currently provide are summarized, as follows:

●

Branding, Marketing and Administrative Consulting Services: Customers may contract with us to use the Strainwise name, logo and affinity images in their retail store locations. A monthly fee permits our branding customer to use the Strainwise brand at one specific location. In addition, we will assist operators in marketing and managing their businesses, setting up new retail locations and general business planning and execution at an hourly rate. This includes services to establish an efficient, predictable production process, as well as, nutrient recipes for consistent and appealing marijuana strains.

●

Accounting and Financial Services: For a monthly fee, we provide our customers with a fully implemented general ledger system, with an industry centric chart of accounts, which enables management to readily monitor and manage all facets of a marijuana medical dispensary, retail store and cultivation facility. We provide bookkeeping, accounts payable processing, cash management, general ledger processing, financial statement preparation, state and municipal sales tax filings, and state and federal income tax compilation and filings on behalf of the Company and the Affiliated Entities on an ongoing basis.

●

Compliance Services: The rules, regulations and state laws governing the production, distribution and retail sale of marijuana can be complex, and may prove cumbersome with which to comply. Thus, customers may contract with us to implement a compliance process, based upon the number and type of licenses and permits for their specific business. We provide this service on both an hourly rate and stipulated monthly fee.

●

Nutrient Supplier: The Company presently is a bulk purchaser of nutrients and other cultivation supplies for the sole purpose of growing marijuana. As a result, we are able to make bulk purchases with price breaks, based upon volume. We serve as a sole source nutrient purchasing agent and distributor with pricing based upon our bulk purchasing power.

●

Lending: We will provide loans to individuals and businesses in the cannabis industry. However, Colorado State law does not allow entities operating under a cannabis license to pledge the assets or the license of the cannabis operation for any type of general borrowing activity. Thus, our lending will be on an unsecured basis, with reliance on a personal guarantee of the borrower.

●

Lease of Cultivation Facilities and Equipment: We lease cultivation equipment and facilities on a turn-key basis to customers in the cannabis industry. We will also enter into a sale-lease-back agreement with our customers for grow lights, tenant improvements and other cultivation equipment.

We do not directly grow marijuana plants, produce marijuana infused products, sell marijuana plants and or sell marijuana infused products of any nature.

Share exchange - , On August 19, 2014, we entered into an Agreement to Exchange Securities ("Share Exchange"), pursuant to which we acquired approximately 90% of the outstanding shares of a privately held Colorado corporation (“Strainwise Colorado”) in exchange for 23,124,184 shares of our common stock.

As part of the Share Exchange, Strainwise Colorado paid $134,700 of our liabilities and purchased 1,038,000 shares of our common stock for $120,300 from two of our shareholders. The 1,038,000 shares were returned to treasury and cancelled. We also agreed to sell our rights to a motion picture, together with all related domestic and international distribution agreements, and all pre-production and other rights to the film, to a former officer and director in consideration for the assumption by one of our shareholders of all of our liabilities (net of the $134,700 paid by Strainwise Colorado) which were outstanding immediately prior to the closing of the transaction.

On September 12, 2014 we acquired the remaining outstanding shares of Strainwise Colorado in exchange for the issuance of 2,517,000 shares of our common stock.

The resulting business combination has been accounted for as a reverse acquisition and recapitalization, using accounting principles applicable to reverse acquisitions whereby the financial statements are presented as a continuation of the Company. Under reverse acquisition accounting, Strainwise Colorado is treated as the accounting parent (acquirer) and we (parent) are treated as the accounting Subsidiary (acquiree).

Basis of presentation - The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles.

Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents - For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents. During 2014, the Company entered into an agreement with our Chief Executive Officer to hold all of our cash funds in his personal bank account in trust for the Company. Because of current banking regulations, marijuana centric entities are not afforded normal banking privileges, and thus, we were not able to obtain a corporate bank account at a federally charted bank until well into the end of the second quarter of operations in 2014. Under the terms of our trust agreement with our Chief Executive Officer, he agreed to hold our cash in his personal bank account and to make payments of our funds only for our non-cannabis business purposes and to allow daily access to the bank account for ongoing oversight of his fiduciary responsibility to the Company. Additionally, the trust agreement required that the Chief Executive Officer make copies available of all transactions applicable to our operations to our accounting staff on a weekly, or as requested basis. At January 31, 2015 there were no cash deposits in the personal bank account of the Chief Executive Officer held in trust for us.

Prepaid expenses and other assets - The Company pays rent in advance of the rental period. The Company records the carrying amount as of the balance sheet date of rental payments made in advance of the rental period; such amounts are charged against earnings within one year.

The amount of prepaid expenses and other assets as of January 31, 2015 and 2014 is $355,699 and $10,000, respectively.

	January 31
	2015		2014

Prepaid insurance	$	9,512	$	-
Rent deposits		--		10,000
	$	9,512	$	10,000

Noncurrent prepaid expenses and other assets are comprised of the following:

	January 31,
	2015		2014

Prepaid rent	$	83,308	$	-
Security deposits		262,879		-
	$	346,187	$	-

Fair value of financial instruments and derivative financial instruments - The carrying amounts of cash and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

The FASB Codification clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

Level 1:

Quoted prices in active markets for identical assets or liabilities.

Level 2:

Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

Level 3:

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of our foreign exchange, commodity price or interest rate market risks. All assets and liabilities are based upon Level 1 inputs.

Commercial Operating Property - On July 26, 2014 we purchased a commercial property that was previously leased by one of our affiliates, which we have leased back to the affiliate. The commercial property consists of land and a building that contains both a retail store and a cultivation facility. We have allocated $220,000 and $440,000 of the purchase price to the cost of land and to the cost of the improvements to the building, respectively, based upon management’s best estimate and belief. Management’s estimate and belief was based upon consideration of (i) replacement cost, (ii) limited knowledge of comparable sales, (iii) anticipated future income generation, and (iv) single use, internally. No intangible asset value was assigned to the existing lease on the property, because the existing lease was immediately cancelled upon the completion of the purchase of the commercial property. The cost of the improvements to the building is being depreciated on a straight line method over 27.5 years, which we believe is the useful life of this asset.

Tenant improvements and office equipment - Tenant improvements are recorded at cost, and are amortized over the lesser of the economic life of the asset or the term of the applicable lease period. We determined that term of the leases applicable to our tenant improvements are less than the economic life of the respective assets that comprise our tenant improvements. Office equipment is recorded at cost and is depreciated under straight line methods over each item's estimated useful life. We review our tenant improvements and office equipment for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Maintenance and repairs of property and equipment are charged to operations. Major improvements are capitalized. Upon retirement, sale or other disposition of property and equipment, the cost and accumulated depreciation are eliminated from the accounts and any gain or loss is included in operations.

Tenant improvements and office equipment, net of accumulated amortization and depreciation are comprised of the following:

	January 31,
	2015			2014

Tenant improvements:
Upgrades of HVAC systems	$	659,586		$	-
Upgrades of electrical generators and power equipment		468,589			-
Structural improvements		468,400
Fire suppression, alarms and surveillance systems		59,258			-
Office equipment:
Computer equipment		41,200			-
Office furniture and fixtures		22,251			10,500
Machinery		25,000			-
		1,744,284			10,500
Accumulated amortization and depreciation		(96,574	)		-
	$	1,647,710		$	10,500

Tenant improvements are amortized over the term of the lease, and office equipment is depreciated over its useful lives, which has been deemed by management to be three years. Amortization and depreciation expense for the twelve months ended January 31, 2015 and 2014 was $173,972 and $0, respectively.

Income taxes - The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Long-Lived Assets - In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.

Trademarks - Trademarks and other intangible assets are stated at cost and are amortized using the straight-line method over fifteen years. Accumulated amortization was $793 and $61 at January 31, 2015 and 2014, respectively and consisted of the following at January 31, 2015:

		Gross Carrying Amount				Accumulated Amortization				Net
Trademarks		$	11,010			$	793			$	10,217

Deferred Rent - The Company recognizes rent expense from operating leases on the straight-line basis. Differences between the expense recognized and actual payments are recorded as deferred rent.

Revenue Recognition - Revenue is recognized on an accrual basis as earned under contract terms. Revenue from affiliated entities is recognized as follows:

●

Branding, Marketing and Administrative Services Revenue: Under the terms of a ten year master service agreement, we allow an affiliated entity to use the Strainwise brand for both retail and marketing purposes at one location, plus we provide administrative services to assist the employees of the affiliated entity to operate the business of that related location, Also, under a long term master service agreement, we provide administrative and management services to assist employees of affiliated entities to operate their cultivation facilities. We charge the affiliated entity a monthly fee of approximately $4,500 a month for the branding, marketing and administrative services and $4,500 to $20,000 for cultivation facility rent. Since we (i) are the primary obligor, (ii) determine the price, (iii) perform the service, (iv) have the credit risk, and (v) since there are no additional milestone that need to be met other than actually providing the services, in accordance with ASC 605-45-45, the revenue is recognized on monthly basis in accordance with the terms of the applicable master service agreement.

●

Accounting and Financial Services Revenue: Under the terms of a ten year master service agreement, we have agreed to provide our affiliated entities with a fully implemented general ledger system, coupled with an industry centric chart of accounts, which enables management to readily monitor and manage all accounting and financial facets of a marijuana medical dispensary, retail store and/or cultivation facility. Under the terms of the ten year master service agreement we have also agreed to provide bookkeeping, accounts payable processing, cash management, general ledger processing, financial statement preparation, state and municipal sales tax filings, and state and federal income tax compilation and filings. Under the terms of the 10 year master service agreement, we provide the above described accounting and financial services for a monthly fee of $3,000.Since we (i) are the primary obligor, (ii) determine the price, (iii) perform the service, (iv) have the credit risk, and (v) since there are no additional milestone that need to be met other than actually providing the above described service, in accordance with ASC 605-45-45, the revenue is recognized on monthly basis in accordance with the terms of the applicable master service agreement.

●

Compliance Services Revenue: Under the terms of a ten year master service agreement, we provide the affiliated entities with a compliance process that includes the preparation and filing of state, city and municipal applications and renewals of licenses in accordance with the rules, regulations and state laws governing the production, distribution and retail sale of marijuana. We provide this service to our affiliate entities under the terms of the ten year master service agreement for a monthly fee of $2,500 per month. Since we (i) are the primary obligor, (ii) determine the price, (iii) perform the service, (iv) have the credit risk, and (v) since there are no additional milestone that need to be met other than actually providing the above described service, in accordance with ASC 605-45-45, the revenue is recognized on monthly basis in accordance with the terms of the applicable master service agreement.

●

Nutrient Sales: Under the terms of a ten year master service agreement, we serve as a sole source nutrient purchasing agent and distributor for our affiliated entities, with pricing based upon our bulk purchasing power. We charge the affiliated entities for nutrients supplied to them at the cost of the nutrients, plus a premium of ninety percent. Since we (i) are the primary obligor, (ii) determine the price, (iii) perform the service, (iv) have the credit risk, and (v) since there are no additional milestone that need to be met other than actually buying and delivering the above nutrients to the affiliated entity, in accordance with ASC 605-45-45, the revenue is recognized in the month in which the nutrient is actually delivered to the related entity.

●

Cultivation Facilities Revenue: Under the terms of a ten year master service agreement, we lease cultivation facilities and equipment for a period equal to the term of the underlying lease with an independent, third party lessor in an amount equal to the sum of (i) the monthly lease payment, (ii) plus the cost of reimbursed operating expenses paid to the lessor each month, (iii) plus the amount of monthly amortization of tenant improvements, and (iv) plus a premium of forty percent. Since we (i) are the primary obligor, (ii) determine the price, (iii) perform the service, (iv) have the credit risk, and (v) since there are no additional milestone that need to be met other than actually leasing the facilities and equipment to the respective affiliated entity, in accordance with ASC 605-45-45, the revenue is recognized in the month in which the lease payments are made by us to the respective independent, third party lessor.

Comprehensive Income (Loss) - Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. From our inception, there have been no differences between our comprehensive loss and net loss.

Net income per share of common stock - We have adopted applicable FASB Codification regarding Earnings per Share, which require presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.

Note 2 – Going concern:

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. We have incurred net losses of $2,084,742 since inception and have not achieved profitable operations, raising substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our achieving a sustainable level of profitability. The Company intends to continue financing its future development activities and its working capital needs largely from the private sale of our securities, with additional funding from other traditional financing sources, including convertible term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3 – Related Party Transactions and Collection Reserve for Amounts Due from Affiliated Entities:

Substantially all of our revenues to date have been derived from long term contracts with the Affiliated Entities that are majority owned by our Chief Executive Officer, who is also the husband of our majority owner and President. Note that all terms and contracts between the Company and the Affiliated Entities are determined by related parties and these terms can change at any time. Related party revenue was $5,765,481 and $104,378, respectively, for the twelve months ended January 31, 2015 and 2014. As of January 31, 2015 and 2014, we had accounts receivable from affiliated entities of $2,375,533 and $-0- respectively.

The Company made an investment in cultivation facilities that we sublease to our Affiliated Entities. The cultivation facilities presently produce more product than can be sold by the medical and recreational dispensaries and stores operated by the Affiliated Entities. As a result, the Affiliated Entities have costs in excess of revenue, a negative production variance, that are estimated to continue until the Affiliated Entities are able to add several new dispensaries or retail stores that fully utilize the production capacity. Although the Affiliated Entities have been able to pay us approximately $3,423,903 of the amounts billed to them through January 31, 2015, there is no assurance that they will be able to generate enough positive cash flow to repay the full amount they presently owe to us. Thus, a reserve in the amount of $2,375,533 has been recorded to recognize the uncertainty of collecting the full amount presently owed to us from the Affiliated Entities.

Note 4 – Operating Leases:

The Company entered into a lease agreement with an affiliate for our corporate office needs. The lease is for a 31 month period, commenced in January 2014 for 6,176 square feet at an annual rate of $64,848 for the first twelve months, $67,936 for the subsequent 12 months, and $41,431 for the subsequent 7 months paid monthly, through January 31, 2016. This lease to the Company is on the same terms and conditions as is the direct lease between the affiliate and the independent lessor. Consequently, we believe that the lease terms to the Company are comparable to lease terms we would receive directly from third party lessors in our market, because the related party terms mirror the terms of the direct lease between the independent, third party lessor and the affiliated entity.

We entered into a lease agreement on March 7, 2014 to lease from an independent third party a cultivation facility of approximately 26,700 square feet (“Custer Lease”) for a term of five years commencing on April 1, 2014. Lease payments are scheduled to be $29,200 per month for the first twelve months of the lease, and then are scheduled to be $27,500 per month for the subsequent 12 months, $28,325 per month for the subsequent 12 months, $29,170 per month for the subsequent 12 months and $30,035 per month for the final 12 months of the lease. Under the terms of the Custer Lease, we are obligated to reimburse the lessor for operating expenses applicable to the leased property, and we are obligated to pay a security deposit of $29,200 which was due and paid upon the execution of the Custer Lease. We have the option to renew the Custer Lease at the end of the term of the lease at a mutually agreed upon rate per square foot; there is no option to purchase the property underlying the Custer Lease. We are responsible to provide all of the tenant improvements that will enable the continuous cultivation of marijuana plants under approximately 460 grow lights. We account for this lease as an operating lease rather than as a capital lease, because the lease does not transfer ownership to us at the end of the lease, there is no bargain purchase price for the

cultivation facility as a component of the lease, the terms of the lease are less than 75% of the economic life of the cultivation facility, and the current present value of the minimum lease payments is less than 90% of the fair market value of the asset. We sublease this cultivation facility to an affiliated entity under the terms of a Master Service Agreement for a term of five years in an amount equal to the sum of (i) the monthly lease payment; (ii) plus the cost of reimbursed operating expenses paid to the lessor each month; (iii) plus the amount of monthly amortization of tenant improvements; and (iv) a premium of forty percent. Revenue from the sublease of the Custer cultivation facility is recognized on a monthly basis as the user is charged for the amount of the sublease

We entered into a lease agreement on April 1, 2014 to lease from an independent third party a cultivation facility of approximately 65,000 square feet (“51st Ave Lease”) for a term of five years and nine months. The terms of the 51st Ave Lease stipulates the payment of $15,000 per month, prorated if necessary, until such time that the Lessor is able to deliver a Certificate of Occupancy, which occurred on August 1, 2014. Thereafter, lease payments are scheduled to be $176,456 per month for the first six months of the lease, and then are scheduled to be $221,833 per month for the subsequent 24 months, $231,917 per month for the subsequent 12 months, $242,000 per month for the subsequent 12 months and $247,041 per month for the final 12 months of the lease. Under the terms of the 51st Ave Lease, we are obligated to reimburse the lessor for operating expenses applicable to the leased property and we are obligated to pay a security deposit in the total amount $150,000, two thirds of which has been paid, with the remaining $50,000 due by December 1, 2014. We have the option to renew the 51st Ave Lease at the end of the term of the lease at a mutually agreed upon rate per square foot; there is no option to purchase the property underlying the 51st Avenue Lease. The Lessor will provide all of the tenant improvements that will enable the continuous cultivation of marijuana plants under approximately 1,800 grow lights. We account for this lease as an operating lease rather than as a capital lease, because the lease does not transfer ownership to us at the end of the lease, there is no bargain purchase price for the cultivation facility as a component of the lease, the terms of the lease are less than 75% of the economic life of the cultivation facility, and the current present value of the minimum lease payments is less than 90% of the fair market value of the asset. We sublease this cultivation facility to an affiliated entity under the terms of a Master Service Agreement for a term of five years and nine months in an amount equal to the sum of (i) the monthly lease payment, (ii) plus the cost of reimbursed operating expenses paid to the lessor each month, and (iii) plus the amount of monthly amortization of tenant improvements, and (iv) a premium of forty percent. Revenue from the sublease of the 51st Avenue cultivation facility is recognized on a monthly basis as the user is charged for the amount of the sublease

We entered into a lease agreement on April 22, 2014 to lease from an independent third party a cultivation facility of approximately 38,000 square feet (“Nome Lease”) for a term of seven years. We entered into a modification of the Nome lease on December 1, 2014, wherein the lease was modified to extend the lease term through April 30, 2025; and, the lease payments were modified to be $88,616 per month for the five months ending April 30 2015, and then are scheduled to be $90,207, $91,799, $93,390, $94,981, $73,578, $75,169, $76,761, 78,352, and then $79,943 per month for the final 12 months of the lease. As more fully described in Note 8 herein, the modification of the lease included the cancellation of the $750,000 note payable to the lessor for the financing of tenant improvements, and the extension of an additional $800,000 to be used by us for future tenant improvements. The amount of tenant improvement financing provided by the lessor is to be amortized over the extended term of the modified lease as a component of the monthly lease payments. Under the terms of the Nome Lease, we are obligated to reimburse the lessor for operating expenses applicable to the leased property, and we are obligated to pay a security deposit of $133,679 one half of which was due and paid upon the execution of the Nome Lease, the final half was due and payable 30 days after the commencement date. We are responsible to provide all of the tenant improvements that will enable the continuous cultivation of marijuana plants under approximately 920 grow lights. We account for this lease as an operating lease rather than as a capital lease, because the lease does not transfer ownership to us at the end of the lease, there is no bargain purchase price for the cultivation facility as a component of the lease, the terms of the lease are less than 75% of the economic life of the cultivation facility, and the current present value of the minimum lease payments is less than 90% of the fair market value of the asset. We sublease this cultivation facility to an affiliated entity under the terms of a Master Service Agreement for a term of seven years in an amount equal to the sum of (i) the monthly lease payment, (ii) plus the cost of reimbursed operating expenses paid to the lessor each month, (iii) plus the amount of monthly amortization of tenant improvements, and (iv) a premium of forty percent. Revenue from the sublease of the Nome cultivation facility is recognized on a monthly basis as the user is charged for the amount of the sublease.

We entered into a lease agreement on September 11, 2014 to lease a cultivation facility of approximately 20,000 square feet (“Bryant St. Lease”) for a term of ten years. During the first 12 months of the lease, lease payments are scheduled to be $23,984 for the first four months and 24,531 for the next eight months, and then are scheduled to be $24,647, $25,140, $31,221, $31,845, $32,483, $33,132, $33,794, $34,470, and $35,160 for the second through the tenth year of the lease, respectively. We are not required to provide any security deposits or first and last month’s rental amounts. We have an option to purchase the building for $2,400,000 at any time during the first 36 months of the lease, provided that we deliver a purchase option notice to the Lessor prior to the end of the 33rd month of the lease. We are responsible to provide all of the tenant improvements that will enable the continuous cultivation of marijuana plants under approximately 370 grow lights. We account for this lease as an operating lease rather than as a capital lease, because the lease does not transfer ownership to us at the end of the lease, there is no bargain purchase price for the cultivation facility as a component of the lease, the terms of the lease are less than 75% of the economic life of the cultivation facility, and the current present value of the minimum lease payments is less than 90% of the fair market value of the asset. We lease this cultivation facility to an affiliated entity under the terms of a Master Services Agreement on a long term basis in an amount equal to the sum of (i) the monthly lease payment, (ii) plus the cost of reimbursed operating expenses paid to the lessor each month, (iii) plus the amount of monthly amortization of tenant improvements, and (iv) a premium of forty percent. Revenue from the sublease of the Bryant Street cultivation facility is recognized on a monthly basis as the user is charged for the amount of the sublease.

We entered into a lease agreement on November 11, 2014 to lease a retail location of approximately 2,976 square feet (“Federal Heights Lease”) for a term of 5 years and one month, with two 5 year renewal options. During term of the lease, lease payments are scheduled to be $5,704 per month. We are responsible to provide all of the tenant improvements that will enable the continuous sale of marijuana products at the Federal Heights retail location by an affiliated entity. We account for this lease as an operating lease rather than as a capital lease, because the lease does not transfer ownership to us at the end of the lease, there is no bargain purchase price for the cultivation facility as a component of the lease, the terms of the lease are less than 75% of the economic life of the cultivation facility, and the current present value of the minimum lease payments is less than 90% of the fair market value of the asset. We will lease this retail location to an affiliated entity under the terms of a Master Services Agreement on a long term basis in an amount equal to the sum of (i) the monthly lease payment, (ii) plus the cost of reimbursed operating expenses paid to the lessor each month, (iii) plus the amount of monthly amortization of tenant improvements, and (iv) a premium of forty percent. Revenue from the sublease of the Federal Heights retail location will be recognized on a monthly basis as the user is charged for the amount of the sublease.

Future minimum payments for these leases are:

For the twelve Months Ending January 31,
2016		2017		2018		2019		2020		Thereafter
$	3,864,200	$	3,907,400	$	4,080,600	$	4,305,100	$	4,282,600	$	6,056,500

Note 5 – Issuance of Shares:

Through a private offering of our common stock at $1 per share, we collected $2,224,700 from subscribers, as of January 31, 2015, for 2,224,700 shares of our common stock. Coupled with the 293,000 common shares issued in connection with the conversion of the convertible note described in Note 7 herein, and the Share Exchange described in Note 1 herein, the total number of shares of common stock issued and outstanding at January 31, 2014 was 26,948,884 shares.

Note 6 – Income Taxes:

The Company uses the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the accounting bases and the tax bases of the Company’s assets and liabilities. The deferred tax assets and liabilities are computed using enacted tax rates in effect for the year in which the temporary differences are expected to reverse.

The Company adopted the provisions of ASC 740, “Income Taxes” on July1, 2007. FASB ASC 740 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized upon the adoption of FASB ASC 740 and in subsequent periods. The components of the income tax provision are as follows:

	Year Ended January 31,
	2015			2014

Income tax expense (benefit)
Current:
Federal	$	(794,474	)	$	(11,742	)
State		(96,812	)		(3,251	)
Deferred income tax expense benefit		(891,286	)		(14,993	)
Valuation allowance		891,286			14,993
Provision	$	-		$	-

We have a net operating loss carryforward for financial statement reporting purposes of $2,090,075 from the year ended January 31, 2015.

Note 7 –Notes Payable:

Notes payable consisted of the following:

	January 31, 2015
	2015						2014
	Current		Long Term		Total		Current		Long Term		Total

Convertible notes	$	-	$	550,000	$	550,000	$	-	$	-	$	-
Mortgage		170,955		356,830		527,785		-		-		-
Tenant improvement		167,534		1,099,690		1,267,224		-		-		-
	$	338,489	$	2,006,520	$	2,345,009	$	-	$	-	$	-

On March 20, 2014, the Company issued a convertible note in the amount of $850,000 (the “Note”) to an individual. This Note was subsequently amended, and the unpaid principal balance was converted into common stock, as more fully described below. The Note had an interest rate of 25%, payable monthly, and was scheduled to mature on September 21, 2014. The outstanding principal balance of the Note, plus any accrued but unpaid interest on the Note, was convertible at any time on or before the maturity date at $1 per common share. The Note was personally guaranteed by our majority shareholder and by an officer and director of the Company.

On July 16, 2014, the terms of the Note were amended (“Amendment”) wherein the holder of the Note elected to convert $200,000 of the principal of the Note into 293,000 of our common shares of stock at a price of $.6825 per share. As a component of the Amendment, we in turn elected to prepay the remaining principal balance of the Note, after the scheduled payment of the principal and accrued interest due the holder on July 24, 2014, and to pay a prepayment penalty of $11,250. The difference of $93,000 in the premium of the per-share price of $0.6825 per share per the Amendment and the $1 per share per the Note, plus the amount of the prepayment penalty was charged to the loss on the early extinguishment of debt and interest expense, respectively.

On January 31, 2015, the Company issued a three convertible notes totaling up to $2,500,000, of which $550,000 had been received by the Company at January 31, 2015. The convertible notes are being funded by the noteholders in varying amounts from approximately $250,000 to $550,000 per month. The convertible notes are unsecured, have an interest rate of 25%, with the interest is payable monthly. The principal amount of the convertible notes are due twenty-four months from the date of the funding. At any time prior to the due date of the convertible notes, the unpaid principal amount of the convertible note, plus any accrued but unpaid interest, may be converted into common stock of the Company at a per-share price of $1 per share. The convertible loans are personally guaranteed by Shawn Phillips, an officer of the Company and affiliate, and Erin Phillips, the majority shareholder of the Company. Subsequent to January 31, 2015, the Company has received proceeds of $1,250,000 from additional fundings of the convertible notes.

On July 26, 2014 the company entered into a mortgage payable for the purpose of purchasing a commercial operating property that contains a cultivation facility and retail store, which we lease to one of our affiliated entities. The amount of the mortgage is $595,000, has a three year term, and has no stated rate of interest. In accordance with ASC 835-30, we imputed an interest rate for the mortgage payable of 21.36%. The mortgage is payable in varying amounts from $11,000 to $36,000 per month, which includes interest at stated amount of $6,000 per month, with a balloon payment of $126,000 due in the thirty-sixth month of the term. We account for the mortgage on a straight line basis with an imputed monthly payment of principal and interests in the amount of $22,301 per month. The difference between the imputed monthly payment amount and actual payment amounts is recorded as an increase or decrease to deferred interest expense, at the time a monthly payment is made.

On December 31, 2015, we entered into a modification of the Nome operating lease agreement (“Nome Lease”) which included financing for certain tenant improvements. The Nome Lease stipulates that the Company retains ownership of the tenant improvements, so accordingly, the Company recorded a long-lived asset and a corresponding liability for the amount of tenant improvement financing. The tenant improvement financing is being amortized over a 60 month period, at an imputed annual interest rate of 29%. Monthly payments on the tenant financing is included as a component of the monthly lease payment. The lease is guaranteed by Shawn Phillips, an officer and affiliate of the Company.

The amount of principal and interest payments on the notes for the five year period ending January 31, 2020 are, as follows:

	January 31,
	2016		2017		2018		2019		2020

Convertible notes - interest only	$	131,100	$	131,100	$	-	$	-	$	-
Convertible notes - principal		-		550,000		-		-		-
Mortgage		232,000		232,000		242,000		-		-
Tenant improvement loan		528,700		528,700		528,700		132,200		-
	$	891,800	$	1,441,800	$	770,700	$	132,000	$	-

Note 8 – Stock-Based Compensation

The Company issued 198,333 shares of common stock as compensation to employees during the year ended January 31, 2015, and recognized $198,333 of expense. The shares were fully vested upon issuance and were valued at $1.00 per share, the value on the grant date of January 31, 2015.

Note 9 – New accounting Pronouncements:

The Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. The Company has reviewed the recently issued pronouncements and concluded that there are no new accounting standards are applicable to the Company. The Company elected to adopt ASU 2014-10, Development Stage Entities: Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage. We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Note 10 – Contingencies

In April 2015, the Company advised the lessor of one of our operating leases that we had elected to abandon the lease and would not be occupying the premises. The leased premises were originally intended to be subleased to the Affiliated Entities for use as a cultivation facility. We elected to abandon the lease, because of our belief that the lessor was not acting in good faith, and had breached major terms of the lease agreement. The lessor filed a lawsuit against the Company seeking possession of the leased premises and alleging breach of the lease; but, the lessor has not quantified the amount of any claimed damages resulting from the alleged breach of the lease agreement. The Company stipulated to the lessor’s demand for possession of the leased property, but we are vigorously defending the remaining claims in this action. At this time, we cannot estimate the amount of damages, if any, and accordingly, we have not recorded any corresponding liability.

Note 11 – Subsequent Events:

Subsequent to January 31, 2015, the Company received proceeds in the amount of $1,250,000 from additional fundings of the series of convertible notes described in Note 7 herein.

On May 13, 2015, a reduction in work force was made at one of the cultivation facilites operated by our Affiliated Entities. The reduction was made in order to help decrease the negative production volume variance being caused by the underutilization of the cultivation facility. At present, the affected cultivation facility has been granted only one medical marijuana license, which license does not allow for the production of sufficient product to operate the facility at a profit.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit No.		Description of Exhibit

2.1		Agreement to Exchange Securities with Strainwise, Inc. (2)
2.2		Plan of Merger (3)
3.1(a)		Articles of Incorporation (1)
3.1(b)		Articles of Amendment dated July 21, 2004 (1)
3.1 (c)		Amendment to Articles of Incorporation dated September 5, 2014 (3)
3.3		Bylaws (1)
10.1		Exchange Option (3)
10.2		Custer Lease (2)
10.3		51st Ave. Lease (2)
10.4		Nome Lease (2)
10.5		32nd Ave. Lease (2)
10.6		Form of Master Service Agreement, together with schedule required by Instruction 2 to Item 601(a) of Regulation S-K (2)
10.7		Lock-Up/Leak-Out Agreements, together with schedule required by Instruction 2 to Item 601(a) of Regulation S-K (3)
10.8		Non-Disclosure/Non-Compete Agreements (3)
10.9		Bryant Street Lease (4)
10.10		Loan Agreement/Randall Taylor (4)
10.11		Promissory Note, Deed of Trust and Security Agreements 5110 Race Street Property (4)
10.12		Lease – 5110 Race Street (6)
10.13		Federal Heights Lease (6)
10.14		Form of Amended and Restated Senior Loan Agreement, 25% Convertible Promissory Note, Personal Guaranty Agreement and Subsidiary Guaranty Agreement, together with schedule required by instruction 2 to the Item 601 (a) of regulation S-K. (6)
21		Subsidiaries (3)
31		Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification pursuant to Section 906 of the Sarbanes-Oxley Act.

(1)	Incorporated by reference to the same exhibit filed with the Company’s amended registration statement on Form 10-SB filed on October 29, 2007.
(2)	Incorporated by reference to the same exhibit filed with the Company’s 8-K report filed on August 21, 2014.
(3)	Incorporated by reference to the same exhibit filed with the Company’s registration statement on Form S-1 (File No. 333-52825).
(4)	Incorporated by reference to the same exhibit filed with Amendment No. 1 to the Company’s registration statement on Form S-1 (File #333-198797).
(5)	Incorporated by reference to the same exhibit filed with Amendment No. 2 to the Company’s registration statement on Form S-1 (File #333-198797).
(6)	Incorporated by reference to the same exhibit filed with Amendment No. 3 to the Company’s registration statement on Form S-1 (File .#333-198797).

SIGNATURES

In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 14th day of May, 2015.

	STRAINWISE, INC.


	By:	/s/ Shawn Phillips
		Shawn Phillips, Principal Executive Officer

Pursuant to the requirements of the Securities Exchange Act of l934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date


/s/ Shawn Phillips	Principal Executive Officer	May 14, 2015
Shawn Phillips	and a Director


/s/ Erin Phillips	President, Principal Financial	May 14, 2015
Erin Phillips	and Accounting Officer
	and a Director


	Director
David Modica