UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

           [ ] Quarterly Report Pursuant To Section 13 or 15(d) of the
                        Securities Exchange Act Of 1934

                  For the quarterly period ended July 31, 2015

             [ ] Transition Report Under Section 13 or 15(d) of the
                        Securities Exchange Act Of 1934

             For the transition period from __________ to __________

                        Commission file number: 000-52825

                                 STRAINWISE, INC
                       -----------------------------------
             (Exact name of registrant as specified in its charter)

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

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

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

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
section 13 or 15(d) of the  Exchange  Act during the past 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 [ ]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes [x] No [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a small reporting  company.  See
the   definitions   of   "large   accelerated   filer,"   "accelerated   filer,"
"non-accelerated  filer," and "smaller  reporting  company" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer [ ]                 Accelerated filer [ ]
Non-accelerated filer [ ]                   Smaller reporting company [x]

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  27,147,217 shares of common stock as
of September 19, 2015.

<PAGE>


                                STRAINWISE, INC.


                          INTERIM FINANCIAL STATEMENTS

        For the three and six month periods ended July 31, 2015 and 2014




                                   (UNAUDITED)




                                       1
<PAGE>





                                STRAINWISE, INC.
                            CONDENSED BALANCE SHEETS

                                                     (Unaudited)
                                                      July 31,       January 31,
                                                        2015            2015
                                                     -----------     -----------

ASSETS
 Current assets:
    Cash                                                $ 4,821       $  674,495
    Due from affiliated entities, net of collection
     allowance reserve of $2,744,269 and $2,375,533
     at July 31and January 31, 2015, respectively             -                -
        Prepaid expenses and other assets                42,811            9,512
                                                    -----------     -----------
     Total current assets                                47,632          684,007
Tenant improvements and office equipment, net of
   accumulated amortization and depreciation of
   $239,313 and $96,574 at July 31
   and January 31, 2015, respectively                 1,504,972        1,647,710
  Commercial operating property, net of accumulated
   amortization of $14,667 and $5,641 at July 31
   and January 31, 2015, respectively                   645,333          654,359
   Prepaid expenses and other assets                    421,542          346,187
  Deposit on cultivation equipment                       75,000                -
  Trademark, net of accumulated amortization of
     $1,159 and
      $793 at July 31 and January 31, 2015,
     respectively                                         9,851           10,217
                                                     -----------     -----------
      Total assets                                   $2,704,330      $ 3,342 480
                                                     ===========     ===========

LIABILITIES AND STOCKHOLERS' EQUITY (DEFICIT)
LIABILITIES

  Current liabilities:
    Accounts payable                                 $  246,478       $  156,416
    Accrued interest payable                             42,466                -
    Current portion of tenant allowance note and
mortgage payable                                        352,948          338,489
                                                     -----------     -----------
     Total current liabilities                          641,892          494,405
    Note payable for tenant allowances                1,047,888        1,099,690
    Mortgage payable                                    255,971          356,830
   Convertible notes payable                          2,000,000          550,000
    Deferred rent and interest payable discount         848,683          416,573
                                                     -----------     -----------
             Total liabilities                        4,794,434        2,917,998

COMMITMENTS AND CONTENGENCIES
STOCKHOLDERS' (DEFICIT) EQUITY

  Common stock, no par value, 100,000,000 shares
  authorized,
      27,147, 217 issued and outstanding at July 31
  and
       January 31, 2015, respectively                         -                -
   Additional Paid in Capital                         2,509,325        2,509,325
   Retained (deficit)                                (4,599,429)     (2,084,843)
                                                     -----------     -----------
    Total stockholder's equity (deficit)             (2,090,104)         424,482
                                                     -----------     -----------
     Total liabilities and stockholders' equity
(deficit)                                            $2,704,330       $3,342,480
                                                     ===========    ============


                             See accompanying notes.



                                       2
<PAGE>
                                STRAINWISE, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<S>                                     <C>        <C>            <C>         <C>
                                      Six Months Ended        Three Months Ended
                                          July 31,                 July 31,
                                       2015       2014           2015       2014
                                       ----       ----           ----       ----

Revenues from affiliated entities
  Cultivation facilities usage fees $2,416,965  $  560,794    $1,193,57    $ 453,627
   Sale of nutrient supplies           314,071     361,947      108,159      172,905
   Fulfillment services fees           450,000     480,000      180,000      240,000
                                    ----------  ----------    ---------   ----------
                                     3,181,036   1,402,741    1,481,738      866,532
Consulting services                      2,000           -            -            -
                                    ----------  ----------    ---------   ----------
        Total                        3,183,036   1,402,741    1,481,738      866,532

Operating costs and expenses
  Collection reserve for amounts
  due from
        Affiliated Entities          1,392,384          -       448,735            -
  Rent and other occupancy           2,190,320    406,280     1,033,914      328,234
  Compensation                          53,418    626,690       325,878      384,979
  Professional, legal and
   consulting                          562,423     40,620       260,281       14,297
  Nutrient purchases                   241,593    190,498        83,199       91,002
    Depreciation and amortization      152,131     59,481        73,100       36,921
  General and administrative            89,446     58,858        21,361       27,671
                                   -----------  ---------     ---------   ----------
       Total operating costs
        and expenses                 5,281,715  1,382,427     2,246,467      879,804
                                   -----------  ---------     ---------   ----------
Income (loss) from operations       (2,098,679)    20,314      (764,730)     (13,272)

Other costs and expenses
   Loss on early extinguishment
    of debt                                  -    (96,000)            -      (96,000)
   Interest expense                   (415,907)   (72,928)     (235,682)     (33,210)
                                   ------------ ----------    ----------  -----------
Loss before taxes on income         (2,514,586)  (145,614)   (1,000,412)    (142,482)
Provision for taxes on income                -          -             -            -
Net loss                           $(2,514,586) $(145,614)  $(1,000,412)  $ (142,482)
                                    =========== =========   ===========   ==========

Basic and fully diluted loss
  per common share                 $  ( 0.0926) $ (0.0030)  $   (0.0369)  $  (0.0065)
Basic and fully diluted weighted
   average number of shares
   outstanding                      30,102,489 20,930,000    30,561,136   21,687,418
                                   =========== ==========    ==========   ===========
</TABLE>

                              See accompanying notes.

                                       3
<PAGE>

<TABLE>
<S>                                                   <C>                      <C>

                                  STRAINWISE, INC.
                         CONDENSED STATEMENT OF CASH FLOWS
                                    (UNAUDITED)


                                               Six Months Ended      Six Months Ended
                                                 July 31, 2015         July 31, 2014

Cash flows from operating activities:
  Net (loss)                                       $(2,514,586)         $   (145,614)
Adjustments to reconcile net loss to net cash
  used in operating activities:
Increase in amounts due from affiliates                      -              (255,949)
Increase in prepaid expenses and other assets         (108,654)             (322,987)
Depreciation and amortization                          151,765                59,144
Increase in accounts and accrued interest
  payable                                              132,528                36,845
Increase in deferred rent                              432,110                31,890
Decrease in trademark                                      366                   366
                                                   -----------          ------------

  Net cash flow used in operating activities        (1,906,471)             (596,671)
Cash flows from investing activities:
  Investment in commercial operating building                -              (660,000)
  Deposit on equipment                                 (75,000)             (515,344)
                                                   -----------          ------------

    Net cash flow used in investing activities         (75,000)           (1,175,344)
Cash flows from financing activities:
    Proceeds from common stock subscriptions                 -             1,847,200
   Common stock issued upon conversion of
   Convertible note payable                                  -               293,000
     Proceeds from mortgage                                  -               595,000
     Payments on mortgage                              (66,861)                    -
     Payments on tenant improvement loan               (71,342)                    -
     Proceeds from series of convertible notes
      payable                                        1,450,000                     -
     Proceeds from convertible note payable,
      inclusive of discount of $45,000                       -               895,000
     Payments on convertible notes payable                   -              (895,000)
                                                   -----------          ------------
Net cash flows from financing activities             1,311,797             2,735,200
                                                   -----------          ------------
Net cash flows                                        (669,674)              963,185
Cash and equivalent, beginning of period               674,495                   100
                                                   -----------          ------------
Cash and equivalent, end of period                 $     4,821           $   963,285
                                                 =============          ============

Supplemental cash flow disclosures:
   Cash paid for interest                          $   373,441           $    72,928
                                                 =============          ============

   Cash paid for income taxes                      $         -           $         -
                                                 =============          ============
</TABLE>



                              See accompanying notes.


                                       4
<PAGE>

                                STRAINWISE, INC.
                 Notes to the Unaudited Financial Statements
                                  July 31, 2015

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 was  established to provide  sophisticated  Fulfillment  Services to
medical and retail stores, and cultivation  facilities in the regulated cannabis
industry throughout the United States.  Such Fulfillment  Services would only be
provided  to stores and  facilities  located  in  geographical  areas  where the
governing state and local ordinances allow for the unfettered provisions of such
services.

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

     o    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.

     o    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.

     o    Compliance Services:  The rules,  regulations and state laws governing
          the  production,  distribution  and retail  sale of  marijuana  can be
          complex,  and compliance  may prove  cumbersome.  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.

     o    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.

     o    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.

                                       5
<PAGE>

We do NOT 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.  Under  current
banking  regulations,  not all marijuana  centric  entities are afforded  normal
banking  privileges.  As of  September  21, 2015 we did not maintain a corporate
bank account at any federally or state charted banking institution.

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 Company also  capitalizes  any
prepaid expenses related to the reverse merger.

The amount of prepaid  expenses  and other  assets as of July 31and  January 31,
2015 is $464,353 and $355,699, respectively.  Current prepaid expenses and other
assets are comprised of the following:

                                       6
<PAGE>

                                               July 31,        January 31,
                                                2015             2015
                                             -----------     -----------
    Prepaid rent                              $   39,956      $        -

    Prepaid insurance                              2,855           9,512
                                             -----------     -----------
                                              $   42,811      $    9,512
                                             ===========     ===========

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

                                               July 31,        January 31,
                                                 2015             2015
                                           --------------     -------------
    Prepaid rent                              $   83,308        $   83,308
    Security deposits                            312,879           262,879
    Investment in fifty percent owned
    entity                                        25,355                 -
                                           --------------     -------------
                                              $  421,542        $  346,187
                                           ==============     =============

Included in Prepaid  Expenses and Other  Assets is an advance that  represents a
fifty  percent  ownership by the Company in an  unconsolidated  subsidiary.  The
Company will account for its ownership in the  unconsolidated  subsidiary on the
equity  method  of  accounting,  but as of July 31,  2015,  such  entity  had no
operations or activities on which to report.

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.  We do  not  hold  or  issue  financial
instruments for trading purposes,  nor do we utilize  derivative  instruments in
the management of commodity price or interest rate market risks.

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.

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 grow  facility.  We  have
allocated $440,000 and $220,000 of the purchase price to the cost of land and to
the cost of the  improvements  to the  building,  respectively.  The cost of the
improvements  to the building will be depreciated on a straight line method over
27.5  years,  which  we  believe  is the  useful  life  of  this  asset.

                                       7
<PAGE>

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:

                                                    July 31,        January 31,
                                                     2015              2015
                                                 --------------     -----------
Tenant improvements:

  Upgrades of HVAC systems                           $ 659,586      $  659,586
  Upgrades of electrical generators  and power
    equipment                                          468,589         468,589
  Structural improvements                              468,400         468,400
  Fire suppression, alarms and surveillance
    systems                                             59,258          59,258
Office equipment:
  Computer equipment                                    41,200          41,200
  Office furniture and fixtures                         22,251          22,251
  Machinery                                             25,000          25,000
                                                 --------------     -----------
                                                     1,744,284       1,744,284
  Accumulated amortization and depreciation          (239,313)        (96,574)
                                                 --------------     -----------
                                                    $1,504,972      $1,647,710
                                                 ==============     ===========

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 six
months and three  months  ended July 31, 2015 and 2014 was $142,739 and $59,415,
and $67,890 and $36,738, 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

                                       8
<PAGE>

amortized  using  the  straight-line  method  over  fifteen  years.  Accumulated
amortization was $1,159 and $793 at July 31 and January 31, 2015,  respectively,
and consisted of the following at July 31, 2015:

                                Gross Carrying     Accumulated
                                    Amount        Amortization          Net
                                 -------------    ------------    -------------
             Trademarks             $11,010          $1,159           $ 9,851
                                 =============    ============   ==============

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 - Up until June 30, 2015, revenue has been recognized on an
accrual basis as earned under terms of Fulfillment  Services  contracts ("Master
Service  Agreements")  that we entered into with two cultivation  facilities and
nine retail stores (five of which sell both recreation and medical  marijuana to
the public,  three of which on sell medical marijuana to the public,  and one of
which only sells  recreation  marijuana to the public)  ("Affiliated  Entities")
that are owned by Shawn Phillips, the former Chief Executive Office and a former
director of the Company Revenue from Affiliated  Entities has been recognized as
follows:

     o    Branding,  Marketing and  Administrative  Services Revenue:  Under the
          terms  of  a  ten  year  Master  Service  Agreement,  we  allowed  the
          Affiliated  Entities to use the  Strainwise  brand for both retail and
          marketing  purposes  at their  respective  location,  plus we provided
          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 provided  administrative  and
          management  services to assist  employees  of  Affiliated  Entities to
          operate their grow  facilities.  We charged the Affiliated  entities a
          monthly  fee  of  approximately  $4,500  a  month  for  the  branding,
          marketing and administrative  services, and $4,500 to $20,000 for grow
          facility services;  and, since there was no additional  milestone that
          needed to be met,  other than  actually  providing  the  services,  in
          accordance with ASC 605, the revenue was recognized on a monthly basis
          in  accordance  with  the  terms  of  the  applicable  Master  Service
          Agreement.

     o    Accounting and Financial  Services  Revenue:  Under the terms of a ten
          year Master Service  Agreement,  we provided the  Affiliated  Entities
          with a  fully  implemented  general  ledger  system,  coupled  with an
          industry centric chart of accounts,  which enabled their management to
          readily  monitor and manage all accounting  and financial  facets of a
          marijuana medical dispensary, retail store and/or grow facility. Under
          the  terms  of  the  Master   Service   Agreement  we  also   provided
          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  Master  Service
          Agreement,  we provided the above  described  accounting and financial
          services  for a  monthly  fee  of  $3,000;  and,  since  there  was no
          additional  milestone  that  needed  to be met,  other  than  actually
          providing the above  described  services,  in accordance with ASC 605,
          the revenue was  recognized on monthly  basis in  accordance  with the
          terms of the applicable Master Service Agreement.

     o    Compliance  Services  Revenue:  Under the  terms of a ten year  Master
          Service  Agreement,   we  provided  the  Affiliated  Entities  with  a
          compliance  process that included 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 provided this service to
          our Affiliate  Entities under the terms of a Master Service  Agreement

                                       9
<PAGE>

          for a  monthly  fee of  $2,500  per  month;  and,  since  there was no
          additional  milestone  that  needed  to be met,  other  than  actually
          providing the above  described  services,  in accordance with ASC 605,
          the revenue was  recognized on a monthly basis in accordance  with the
          terms of the applicable Master Service Agreement.

     o    Nutrient  Sales:  Under  the  terms  of  a  ten  year  Master  Service
          Agreement,  we served as a sole source nutrient  purchasing  agent and
          distributor for the Affiliated  Entities,  with pricing based upon our
          bulk  purchasing  power.  We  charged  the  affiliated   entities  for
          nutrients  supplied  to them  at the  cost  of the  nutrients,  plus a
          premium  of  between  thirty to  ninety  percent.  Since  there was no
          additional milestone that needed to be met, other than actually buying
          and delivering  the above  nutrients to the  Affiliated  Entities,  in
          accordance  with ASC 605, the revenue was  recognized  in the month in
          which  the  nutrients  were  actually   delivered  to  the  Affiliated
          Entities.

     o    Grow Facilities Revenue:  Under the terms of a ten year Master Service
          Agreement,  we leased grow 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 there
          was no additional milestone that needed to be met, other than actually
          leasing the  facilities  and  equipment to the  respective  Affiliated
          Entity,  in accordance with ASC 605, the revenue was recognized in the
          month in which the lease  payments  were made by us to the  respective
          independent, third party lessor.

Subsequent to June 30, 2015, Shawn Phillips, the owner of and license holder for
all of the  Affiliated  Entities,  made the decision,  with  concurrence  of the
management of the Company, to cancel all of the above-referenced  Master Service
Agreements.   Such  cancellation  was  deemed  advisable  by  Mr.  Phillips  and
management  of the  Company  in light  of the  uncertainty  of the  right of the
Company to supply  such  Fulfillment  Services  in the state of  Colorado.  Such
uncertainty  was created by  allegations  contained  in a "Notice of Grounds for
Denial of Retail  Marijuana  License  Application and Notice of Duty to Respond"
("Grounds  for  Denial")  issued to one of the  Affiliated  Entities on June 11,
2015.  Until such time as impact on the method of operations  of the  Affiliated
Entities in conjunction with the Company is resolved, as more fully described in
Note 10 - Contingencies  herein, we discontinued  providing Fulfillment Services
to the Affiliated Entities. We will, however,  continue to lease two cultivation
facilities and one retail store location,  to the Affiliated Entities under long
term subleases. Revenue from the three subleases to the Affiliated Entities will
be recognized on a straight line basis over the term of the sublease.

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.

                                       10
<PAGE>

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
$4,599,247 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. Additionally,
the unknown  financial  consequences that might occur as a result of the "Notice
of Grounds for Denial of Retail Marijuana License Application and Notice of Duty
to Respond" issued to one of the Affiliated Entities, as more fully described in
Note 10 herein,  may make it unlikely  that the Company would be able to attract
new  capital or  financing,  or achieve a  sustainable  level of  profitability.
However,  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 former
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 $3,181,036 and $1,402,741,  respectively,
for the six months ended July 31, 2015 and 2014,  and  $1,699,298  and $536,209,
respectively,  for the three  months  ended July 31, 2015 and 2014.  We had $0.0
accounts  receivable from  Affiliated  Entities,  net of a collection  allowance
reserve in the amount of $2,744,269 and 2,375,533, as of July 31 and January 31,
2015, 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
$6,306,626 of the $9,050,895  billed to them through July 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
$2,744,269 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 the Company  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.

                                       11
<PAGE>

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 provided all of the tenant improvements that enable the
continuous  cultivation of marijuana plants in the facility. 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 subleased  this  cultivation
facility to an Affiliated  Entity under the terms of a Master Service  Agreement
up until June 30,  2015,  at which time the Master  Service  Agreement  with the
Affiliated  Entity that operates the cultivation  facility was  terminated.  The
term of the Master  Service  Agreement  was for 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
has been recognized on a monthly basis, as the user is charged for the amount of
the  sublease.  On July 1, 2015,  upon the  cancellation  of the related  Master
Service  Agreement,  we entered into a sublease with the Affiliated  Entity that
holds the license to operate the 51st Avenue cultivation  facility.  The term of
the sublease is for the remainder of the term of the original lease,  payable in
the monthly  lease  amounts of $302,400  from July 1, 2015 through  December 31,
2016 (an 18 month  period),  and then will be  increased  commensurate  with the
increases in the lease amounts payable to the lessor, as deemed appropriate,  on
a triple net lease basis.

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 at this  cultivation  facility.  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.  As of the date of the issuance
of these  financial  statements,  no  cultivation  facility  occupies  this real
property, and we are actively seeking a subleases to an independent third party.

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 subleased  this  cultivation  facility to an  Affiliated
Entity under the terms of a Master Services Agreement up until June 30, 2015, at
which time the Master Service Agreement with the Affiliated Entity that operates
the cultivation facility was terminated. The term of the Maser Service Agreement
was for a period  of 10 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 Bryant Street cultivation  facility was recognized on a monthly basis as the
user was  charged  for the amount of the  sublease.  On July 1,  2015,  upon the
cancellation of the related Master Service Agreement, we entered into a sublease

                                       12
<PAGE>

with the  Affiliated  Entity that holds the license to operate the Bryant Street
cultivation facility.  The term of the sublease is for the remainder of the term
of the original lease, payable in the monthly lease amounts of $36,970 from July
1, 2015 through December 31, 2015, and then $37,710,  $43,709, $46,831, $47,767,
$48,723,  $49,698,  $50,691,  $51,705,  and $52,740 in each subsequent  calendar
year, respectively, on a triple net lease basis.

            For the twelve Months Ending July 31,
--------------------------------------------------------------
   2016         2017          2018        2019         2020       Thereafter
------------  ----------    ----------  ----------  -----------   ----------
 $4,044,900   $4,120,000   $4,327,500   $4,386,300  $3,006,200    $4,218,600
============  ==========   ===========  ==========  ===========   ==========

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,  the issuance
of 198,333  shares of common  stock as stock  based  compensation  to  employees
described in Note 8 herein,  and the Share Exchange  described in Note 1 herein,
the total number of shares of common stock  issued and  outstanding  at July 31,
2015 was 27,147,217shares.

                                       13
<PAGE>

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:

                                    Six Months               Three Months
                                  Ended July 31,             Ended July 31,
                             ---------------------------------------------------
                                2015          2014        2015          2014
                             ------------  -----------  ----------   -----------
Income tax expense(benefit):
  Current:
    Federal                   $(952,033)    $(39,016)   $(372,097)    $(52,222)
    State                      (116,425)     (10,277)     (46,319)       (6,741)
                             ------------  -----------  ----------   -----------
Deferred income tax expense
  (benefit):                 (1,068,458)     (49,293)    (418,416)      (58,963)
Valuation allowance           1,068,458       49,293      418,416        58,963
                             ------------  -----------  ----------   -----------
Provision                     $       -     $      -     $      -     $       -
                             ============  ===========  ==========   ===========

We have a net operating  loss  carryforward  for financial  statement  reporting
purposes of  $2,014,624  and $76,351  from the years ended  January 31, 2015 and
2014, respectively

Note 7 - Notes Payable:

Notes payable consisted of the following:

<TABLE>
<S>              <C>            <C>         <C>           <C>       <C>         <C>
                         July 31 2015                        January 31, 2015
              -----------------------------------   ----------------------------------
                            Long                                   Long
              Current       Term         Total       Current      Term         Total
              ---------  -----------  -----------   ----------  ----------  -----------
Convertible   $      -   $2,000,000   $2,000,000        -         550,000      550,000
 notes
Mortgage       204,953      255,971      460,894      170,955     356,830      527,785
Tenant
 improvement   147,995    1,047,888    1,195,883      167,534   1,099,690    1,267,244
              ---------  -----------  -----------   ----------  ----------  -----------
              $352,948   $3,303,859   $3,656,807     $338,489   $2,006,520  $2,345,009
              =========  ===========  ===========   ==========  ==========  ===========
</TABLE>

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

                                       14
<PAGE>

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 three  convertible  notes totaling up to
$2,500,000,  of which  $2,000,000  had been  received by the Company at July 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 is 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,  a  former  officer  of the  Company,  and Erin
Phillips, the President and a majority shareholder of the Company.

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 a 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, 2014, 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, a former officer and affiliate of the Company.

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

<TABLE>
<S>                                   <C>          <C>        <C>         <C>      <C>

                                                         July 31,
                                   -----------------------------------------------------
                                      2016        2017       2018       2019      2020
                                   ----------  ----------  ---------  ---------  -------
Convertible notes - interest only  $ 509,600   $ 254,800   $      -   $      -   $    -

Convertible notes - principal              -   2,000,000          -          -        -
Mortgage                             232,000     232,000    184,000          -        -
Tenant improvement loan              528,700     528,700    528,700     396505        -
                                   ---------   ---------   --------   --------   ------
                                  $1,270,300  $3,015,500   $712,700   $396,500   $    -
                                   ==========  ==========  =========  =========  =======

</TABLE>

                                       15
<PAGE>

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.

In anticipation of fully implementing the Company's business plan, management of
the Company  met with  representatives  of the  Colorado  Marijuana  Enforcement
Division  (the "MED") in August 2014 and  presented the structure of the Company
and its  business  plan  for  providing  services  to the  Affiliated  Entities.
Subsequent to the meeting,  over 60 license applications for the cultivation and
sale of marijuana  were  approved and licenses  were granted to Shawn  Phillips,
while he was also serving as the Company's  Chief Executive  Officer,  and while
his wife,  Erin  Phillips,  maintained her position an officer and the principal
shareholder of the Company.

Up until  June 30,  2015,  the  Company  provided  Fulfillment  Services  to the
Affiliated Entities.  Effective June 30, 2015, Shawn Phillips,  the owner of and
license  holder  for  all  of  Affiliated  Entities,  made  the  decision,  with
concurrence  of the  management  of the  Company,  to  cancel  all of the  above
referenced  Master  Service  Agreements.  The  termination of the Agreements was
considered advisable since, in June 2015, the Colorado State Licensing Authority
issued a Grounds  for  Denial  to one of the  Affiliated  Entities  owned by Mr.
Phillips.  The  Grounds  for Denial  was based  upon the belief of the  Colorado
Marijuana  Enforcement  Division  (the "MED") that the Company and persons other
than Mr. Phillips have a direct or indirect  ownership or financial  interest in
the  cultivation  facility and dispensary  owned by Mr. Phillips and should have
been included on the application.

As a result of the denial of Mr. Phillips' application, all applications for the
renewal of existing licenses owned by the Affiliated Entities,  have been placed
in a "Continuation"  status,  pending the resolution of the license application.

                                       16
<PAGE>

Continuation status enables a licensee to continue to operate,  but the licensee
operates without an actual current license.

Mr.  Phillips  is  attempting  to work  with the MED in order  to  resolve  this
situation.  However,  if a resolution  of the denial of his  application  is not
reached, Mr. Phillips has advised the Company that it is his intention to appeal
the denial of his application.

If Mr.  Phillips  is not able to reach a  mutually  acceptable  resolution  with
respect to his application,  or if he is not successful in appealing the denial,
the allegations of the MED could possibly affect all of the licenses under which
the Affiliated  Entities  operate and possibly result in the cancellation of all
of the licenses held by the Affiliated  Entities.  Although the ultimate outcome
of this  matter  cannot  be  determined  at this  time,  a  failure  to reach an
acceptable  resolution  might  negatively  impact the  ability of the Company to
continue operating as a going concern.

Note 11 - Discontinued Operations

As more  fully  described  in Note 10 -  Contingencies  above,  we  discontinued
providing Fulfillment Services to the Affiliated Entities on June 30, 2015.

The summarized discontinued operating results for the three and six months ended
July 31, 2015 and 2014,  respectively,  and the year ended January 31, 2015 are,
as follows:

                      Six Months Ended  Three Months Ended      Year Ended
                       July 31, 2015      July 31, 2015      January 31, 2015
                      ----------------  ------------------  -------------------
  Revenues                $ 764,100          $288,200            $2,369,100
  Expenses                1,146,800           499,500             1,465,500

There were no components  of major assets and  liabilities  associated  with the
discontinued operations at July 31, 2015 and January 31, 2015.

                                       17
<PAGE>

         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.

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.

In anticipation of fully implementing the Company's business plan, management of
the Company  met with  representatives  of the  Colorado  Marijuana  Enforcement
Division  (the "MED") in August 2014 and  presented the structure of the Company
and its business plan for providing services to the retail marijuana outlets and
marijuana  cultivation  facilities (the  "Affiliated  Entities")  owned by Shawn
Phillips,  a former  officer and director.  Subsequent  to the meeting,  over 60
license applications for the cultivation and sale of marijuana were approved and
licenses  were  granted  to Mr.  Phillips,  while  he was  also  serving  as the
Company's Chief Executive Officer, and while his wife, Erin Phillips, maintained
her position an officer and the principal shareholder of the Company.

Mr. Phillips,  is the sole owner of Rocky Mountain Farmacy, Inc. ("RMF"), one of
the Affiliated  Entities,  which operates The Retreat and the Shelter  marijuana
dispensaries. In November 2014, Mr. Phillips submitted an application to the MED
for a retail license for RMF to permit the 51st Avenue  cultivation  facility to
supply recreational  marijuana.  On June 11, 2015, the State Licensing Authority
issued a "Notice of Grounds for Denial of Retail Marijuana  License  Application
and Notice of Duty to Respond"  ("Grounds for  Denial").  The Grounds for Denial
were based upon the belief of the MED that the Company  and  persons  other than
Mr. Phillips have a direct or indirect  ownership or financial  interest in RMF,
and such should have been included on the application.

As a result of the denial of Mr. Phillips' application, all applications for the
renewal of existing licenses owned by the Affiliated Entities,  have been placed
in a "Continuation"  status,  pending the resolution of the license application.
Continuation status enables a licensee to continue to operate,  but the licensee
operates without an actual current license.

Mr.  Phillips  is  attempting  to work  with the MED in order  to  resolve  this
situation.  However,  if a resolution  of the denial of his  application  is not
reached, Mr. Phillips has advised the Company that it is his intention to appeal
the denial of his application.

                                       18
<PAGE>

If Mr.  Phillips  is not able to reach a  mutually  acceptable  resolution  with
respect to his application,  or if he is not successful in appealing the denial,
the allegations of the MED could possibly affect all of the licenses under which
the Affiliated  Entities  operate and possibly result in the cancellation of all
of the licenses held by the Affiliated  Entities.  Although the ultimate outcome
of this  matter  cannot  be  determined  at this  time,  a  failure  to reach an
acceptable  resolution  might  negatively  impact the  ability of the Company to
continue operating as a going concern.

Prior to July 1, 2015,  the  Company  provided  the  following  services  to the
Affiliated Entities pursuant to separate Master Service Agreements:

     o    Branding, Marketing and Administrative Consulting Services

     o    Accounting and Financial Services

     o    Compliance Services

     o    Nutrient Supplier

Subsequent to June 30, 2015, Shawn Phillips, the owner of and license holder for
all of the  Affiliated  Entities,  made the decision,  with  concurrence  of the
management of the Company,  to cancel all of the above referenced Master Service
Agreements.  Such cancellation was deem advisable by Mr. Phillips and management
of the Company in light of the uncertainty of the right of the Company to supply
such  Fulfillment  Services  in  Colorado.   Such  uncertainty  was  created  by
allegations  contained in the Grounds for Denial issued to one of the Affiliated
Entities on June 11, 2015.

Until  such time as the  impact on the method of  operations  of the  Affiliated
Entities is resolved, we have discontinued providing Fulfillment Services to the
Affiliated  Entities.  We  will,  however,  continue  to lease  two  cultivation
facilities  and one retail store  to the  Affiliated  Entities  under long term
subleases.  Revenue from the three subleases to the Affiliated  Entities will be
recognized on a straight line basis over the term of the sublease.

As of September 19, 2015 the Company was not providing the services listed above
to any person.

As of September 19, 2015, the cultivation  facilities operated by the Affiliated
Entities had the capacity to provide enough product to supply  approximately  15
to 20 marijuana dispensaries.  However, as of September 19, 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 able to currently pay all of the 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.  The  Affiliated  Entities  have paid the Company  approximately
$6,306,626 of the amounts  billed to them between  January 16, 2014 and July 31,
2015,  including  $3,181,306  billed  during the six months ended July 31, 2015.
However,  there is no assurance  that the  Affiliated  Entities  will be able to
generate enough cash to pay the $2,744,269 presently owed to the Company at July
31, 2015 and, as a result,  the receivable from the Affiliated  Entities at July
31, 2015 has been reserved in the amount of $2,744,269 and charged
to expense.

                                       19
<PAGE>

Following the closing of Nome facility on May 12, 2015,  the employees  that had
been hired by the Affiliated Entities to operate the facility were terminated.

As a result of  terminating  substantially  all of the  Company's  employees  in
connection with the cancellation of all of the Master Service Agreements in June
2015 with the Affiliated Entities described above, the operating expenses of the
Company have been substantially reduced. As of September 19, 2015, the Company's
operating  expenses,  excluding payments required for its operating leases, were
approximately  $116,000 per month, the primary  components of which are interest
expense,   compensation  for  Erin  Phillips,   the  Company's  President,   and
compensation for the Company's employees and consultants.

Leases/Subleasing

As of  September  19,  2015 we  were  leasing  three  properties  in the  Denver
Metropolitan area. We sublease two of the properties to the Affiliated  Entities
for their marijuana  cultivation and growing operations.  The subleases with the
Affiliated Entities expire on the same date (generally between December 2019 and
December 2023) as our leases with the owners of these properties.  We charge the
Affiliated Entities in amount that approximates a premium of from 36% to $40% of
the amount we pay the lessors of these properties.  The third property (known as
the  "Nome"  property)  is  fully  built  out  and  is  available  for  use as a
cultivation and growing facility. However, the Affiliated Entities have not been
able to  obtain  sufficient  licenses  from the state of  Colorado  to allow for
sufficient  production  levels for the facility to be economically  viable. As a
result,  the Nome  facility was closed on May 12,  2015.  We are  attempting  to
sublease this facility to unrelated third parties.

None of the persons leasing these facilities to us are affiliated with us in any
way.  We believe the terms of our  subleases  are  comparable  to those which we
could have obtained from unrelated third parties.

The  future  minimum  amounts  we are  required  to pay under the terms of these
leases (which we refer to as our "Operating Leases") are shown below.

                 Lease Payments Due During the Twelve Months Ending July 31,
            ----------------------------------------------------------------
               2016       2017        2018       2019       2020    Thereafter
               ----       ----        ----       ----       ----    ----------
 51st      $2,662,000  $2,712,400  $2,833,400  $2,470,400 $1,729,300 $       -

 Bryant       295,600     301,200     368,600     381,500    389,200  1,671,200

 Nome (1)   1,087,300   1,106,400   1,125,500   1,075,600    887,700  2,547,400
             --------- ----------  ----------   ---------   --------  ---------
           $4,044,900  $4,120,000  $4,327,500  $4,386,300 $3,006,200 $4,218,600
           ==========  ==========  ==========  ========== ========== ==========

(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.

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 the Company's  common stock and one warrant.  Every two warrants
entitle  the holder to purchase  one share of the  Company'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

                                       20
<PAGE>

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.

In July 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.

As of July 31, 2015,  three  unrelated  third  parties  collectively  loaned the
Company $2,000,000.  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, and 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.

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

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

     o    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.

<TABLE>
<S>                      <C>          <C>     <C>          <C>        <C>         <C>

                                   For the Twelve Months Ending July 31,
                        ----------------------------------------------------------
                        2016      2017        2018         2019      2020    Thereafter
                        ----      ----        ----         ----      -----   ----------
Corporate office     $  65,900  $  68,900  $  17,800          -          -           -
Operating leases     4,044,900  4,120,000  4,327,500  4,386,300  3,006,200   4,218,600
Mortgage (1)           232,000    358,000                     -          -           -
Tenant Improvement
loan (1)               528,700    528,700    528,700    396,500          -           -
Convertible loans:
    Interest           509,600    254,800          -          -          -           -
    Principal                -  2,000,000          -          -          -           -
                    -------------------------------------------------------------------
                    $5,381,100 $7,330,400 $4,874,000 $4,782,800 $3,006,200  $4,218,600
</TABLE>

(1)  Includes principal and interest payments.

                                       21
<PAGE>

The Company plans to fund its operations and  contractual  requirements  through
fees received for, subleasing  cultivation facilities to Affiliated Entities and
through consulting services to independent third parties.

The Company may 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:

     o    The ability of the Company to find new sources of revenue;

     o    Government regulation of the marijuana industry;

     o    Revision of Federal banking  regulations  for the marijuana  industry;
          and

     o    Legalization of recreational  marijuana in states other than Colorado,
          Washington, Alaska Oregon and the District of Columbia.

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:

     o    revenues or expenses;

     o    any material increase or decrease in liquidity; or

     o    expected sources and uses of cash.

Critical Accounting Policies and New Accounting Pronouncements

See Notes 1 and 9 to the  financial  statements  included as part of this report
for a description of our critical  accounting  policies and the potential impact
of the adoption of any new accounting pronouncements.

Item 4.  Controls and Procedures.

(a) The Company maintains a system of controls and procedures designed to ensure
that  information  required to be disclosed in reports filed or submitted  under
the  Securities  Exchange Act of 1934,  as amended  ("1934  Act"),  is recorded,
processed,  summarized and reported,  within time periods specified in the SEC's
rules and forms and to ensure that  information  required to be disclosed by the
Company  in the  reports  that it files  or  submits  under  the  1934  Act,  is
accumulated  and  communicated  to  the  Company's  management,   including  its
Principal  Executive  and  Financial  Officer,  as  appropriate  to allow timely
decisions  regarding  required  disclosure.  As of July 31, 2015,  the Company's
Principal  Executive and Financial  Officer  evaluated the  effectiveness of the
design and operation of the Company's disclosure controls and procedures.  Based
on that evaluation, the Principal Executive and Financial Officer concluded that
the Company's disclosure controls and procedures were effective.

                                       22
<PAGE>

(b)  Changes in  Internal  Controls.  There  were no  changes  in the  Company's
internal  control over  financial  reporting  during the quarter  ended July 31,
2015, that materially  affected,  or are reasonably likely to materially affect,
its internal control over financial reporting.


                                       23
<PAGE>

                                     PART II

Item 6.  Exhibits

Exhibits
--------

  31.1      Certification  pursuant to Section 302 of the  Sarbanes-Oxley  Act
            of 2002.

  31.2      Certification  pursuant to Section 302 of the  Sarbanes-Oxley  Act
            of 2002.

  32        Certification  pursuant to Section 906 of the  Sarbanes-Oxley  Act
            of 2002.




                                       24
<PAGE>




                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                STRAINWISE, INC.



September 21, 2015              By: /s/ Erin Phillips
                                    -----------------------------------------
                                    Erin Phillips, Principal Executive
                                      and Financial Officer
























                                       25