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

                                    FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934

               For the quarterly period ended April 30, 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
  incorporation or organization)                     Identification 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.

arger 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 April 30, 2015.


<PAGE>




                                STRAINWISE, INC.


                           INTERIM FINANCIAL STAEMENTS

               For the Three Months Ended April 30, 2015 and 2014

                                   (UNAUDITED)




<PAGE>

                                STRAINWISE, INC.

                            CONDENSED BALANCE SHEETS


                                                         (Unaudited)
                                                           April 30, January 31,
                                                            2015         2015
                                                         -----------  ----------
ASSETS
 Current assets:
  Cash and cash equivalents                              $  507,310   $ 674,495
  Due from affiliated entities, net of collection
   allowance reserve of $3,319,182 and $2,375,533 at
   April 30 and January 31, 2015, respectively                   --          --
  Prepaid expenses and other assets                           2,855       9,512
                                                         ----------   ---------
        Total current assets                                510,165     684,007
Commercial operating property, net of accumulated
  depreciation of $10,667 and $5,641 at April 30 and
  January 31, 2015, respectively                            649,333     654,359
Tenant improvements and office equipment, net of
   accumulated amortization and depreciation of
   $170,395 and $96,574 at April 30 and January 31,
   2015, respectively                                     1,573,889   1,647,710
   Prepaid expenses and other assets                        396,187     346,187
Trademark, net of accumulated amortization of  $976
   and $793 at April 30 and January 31, 2015,
   respectively                                              10,034      10,217
                                                         ----------  ----------
       Total assets                                      $3,139,608  $3,342,480
                                                         ==========  ==========

LIABILITIES AND STOCKHOLERS' (DEFICIT) EQUITY
LIABILITIES
  Current liabilities:
    Accounts payable                                         98,943  $  156,416
    Accrued interest                                         26,712          --
    Current portion of tenant allowance note and
      mortgage payable                                      370,864     338,489
                                                         ----------   ---------
      Total current liabilities                             496,519     494,905
   Convertible notes payable                              1,800,000     550,000
    Note payable for tenant allowances                    1,036,960   1,099,690
    Mortgage payable                                        308,129     356,830
    Deferred rent and interest payable discount             587,692     416,573
                                                         ----------   ---------
Total liabilities                                         4,229,300   2,917,998
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock, no par value, 100,000,000 shares
    authorized, 27,147,217 issued and outstanding
    at April 30, and January 31, 2015, respectively              --          --
   Additional paid in capital                             2,509,325   2,509,325
   Retained (deficit)                                    (3,599,017) (2,084,843)
                                                         ----------  ----------
    Total stockholders' equity                           (1,089,692)    424,482
                                                         ----------  ----------
      Total liabilities and stockholders' (deficit)
         equity                                         $ 3,139,608  $3,342,480
                                                        ===========  ==========


                             See accompanying notes.


                                       3
<PAGE>



                                STRAINWISE, INC.

                       CONDENSED STATEMENTS OF OPERATIONS

                                                           (Unaudited)
                                                        Three Months Ended
                                                             April 30,
                                                      ----------------------
                                                      2015              2014
                                                      ----              ----
Revenues from affiliated entities
   Cultivation facilities usage fees             $ 1,223,386        $ 107,167
   Fulfillment services fees                         270,000          240,000
   Sale of nutrient supplies                         205,912          189,042
                                                 -----------        ---------
                                                   1,699,298          536,209
Consulting services                                    2,000                -
                                                 -----------        ---------
       Total revenues                              1,701,298          536,209

Operating costs and expenses
  Collection reserve for amounts due
    from Affiliated Entities                         943,649                -
  Rents and other occupancy                        1,156,406           78,046
  Compensation                                       327,540          241,711
  Nutrient purchases                                 158,394           99,496
  Professional, legal and consulting                 302,142           26,323
  Stock-based compensation                                 -                -
  Depreciation and amortization                       79,031           22,860
  General and administrative                          68,085           34,187
                                                 -----------        ---------
       Total operating costs and expenses          3,035,247          502,623
                                                 -----------        ---------
       Loss from operations                       (1,333,949)          33,586

Other costs and expenses
   Loss on early extinguishment of debt,                   -                -
   Interest expense                                 (180,225)         (39,718)
   Financing costs                                         -                -
                                                 -----------        ---------
    Loss before provision for taxes on income     (1,514,174)          (6,132)
   Provision for taxes on income                           -                -
                                                 -----------        ---------
       Net Loss                                  $(1,514,174)     $    (6,132)
                                                 ===========      ===========

Basic loss per common share                      $    (0.056)     $    (0.003)
                                                 ===========      ===========

Weighted average number of shares outstanding     27,147,217       20,430,000
                                                 ===========      ===========

Fully diluted weighted average number of
  shares outstanding                              29,617,483       20,930,000
                                                 ===========      ===========

                             See accompanying notes.


                                       4
<PAGE>



                                STRAINWISE, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS


                                                              (Unaudited)
                                                           Three Months Ended
                                                                April 30,
                                                         ----------------------
                                                         2015              2014
                                                         ----              ----
Cash flows from operating activities:
  Net (loss)                                        $ 1,514,174)     $   (6,132)
Adjustments  to reconcile  net loss to net cash
  used in operating activities:
   Increase (decrease) in amounts due to/from
      Affiliated Entities                              (943,648)        121,118
   Increase  in collection allowance reserve for
      amounts due from Affiliated Entities              943,648               -
   Increase in accrued interest payable                  26,712               -
   Increase in prepaid expenses and other assets        (43,343)       (393,248)
   Depreciation and amortization                         78,848          22,860
   Increase (decrease) in accounts payable              (57,473)              -
   Increase in deferred rent and interest discount      171,119         (11,723)
     Decrease in trademark                                  183             183
                                                     ----------      ----------
      Net cash flow used in operating activities     (1,338,128)       (266,942)
Cash flows from investing activities:
   Investment in tenant improvements and office
      equipment                                               -        (235,579)
                                                     ----------      ----------
        Net cash flow used in investing activities            -        (235,579)
Cash flows from financing activities:
   Proceeds from convertible notes                    1,250,000               -
   Payments on tenant allowances note and mortgage      (79,057)              -
   Proceeds from convertible note, including
     discount of $45,000                                      -         895,000
   Payments on convertible note                               -         (75,000)
                                                     ----------      ----------
         Net cash flows from financing activities     1,170,943         820,000
                                                     ----------      ----------
Net cash flows                                         (167,185)        317,479
Cash and equivalent, beginning of period                674,495             100
                                                     ----------      ----------
Cash and equivalent, end of period                   $  507,310      $  317,579
                                                     ==========      ==========

Supplemental cash flow disclosures:
   Cash paid for interest                            $  153,513      $   26,587
                                                     ==========      ==========
   Cash paid for income taxes                        $        -               -
                                                     ==========      ==========


                             See accompanying notes.



                                       5
<PAGE>


                                STRAINWISE, INC.

                   Notes to the Unaudited Financial Statements
                                 April 30, 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  provides  sophisticated   Fulfillment  Services  to  (i)  the  two
cultivation  facilities  and  nine  retail  stores  ( five of  which  sell  both
recreational  and medical  marijuana  to the  public,  three 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:

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  on  behalf of the  Company  and the
     Affiliated Entities on an ongoing basis.

o    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.

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.


                                       6
<PAGE>


o    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.

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.

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 balance sheet as of January 31, 2015, which has been
derived from audited financial statements, and the unaudited condensed financial
statements as of April 30, 2015 and 2014,  have been prepared in accordance with
accounting principles generally accepted in the United States of America and the
rules of the Securities and Exchange Commission  ("SEC"),  and should be read in
conjunction with the audited financial statements and notes thereto contained in
the  Company's  Form 10-K for the year ended January 31, 2015. In the opinion of
management,  all  adjustments,   consisting  of  normal  recurring  adjustments,
necessary  for a fair  presentation  of  financial  position  and the results of
operations for the interim  periods  presented have been reflected  herein.  The
results of operations for interim periods are not necessarily  indicative of the
results to be expected for future quarters or for the full year.

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.


                                       7
<PAGE>

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 April 30 and January 31, 2015,  respectively,  there
were no cash  deposits  in the  personal  bank  account  of the Chief  Executive
Officer held in trust for us.

The balance of cash and cash equivalents at April 30, 2015 includes  $500,000 of
proceeds  received on May 1, 2015 from a convertible  note. Since the obligation
was considered to have been legally  incurred as of April 30, 2015, the $500,000
was deemed to have been  received  as of April 30, 2015 and was  recognized  for
financial  statement  reporting  purposes as cash and cash  equivalents  at that
date.

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 April 30 and January 31,
2015 is $399,042 and $355,699, respectively.

                                                April 30,     January
                                                  2015        31, 2015
                                               ----------     --------

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

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

                                                 April        January 31,
                                                30, 2015         2014
                                               ---------      -----------

    Prepaid rent                               $  83,308       $  83,308
    Security deposits                            312,879         262,879
                                               ---------       ---------
                                               $ 396,187       $ 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:


                                       8
<PAGE>

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:

                                                     April 30,     January
                                                       2015         31, 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


                                       9
<PAGE>

  Accumulated amortization and depreciation           (170,395)       (96,574)
                                                    ----------     ----------
                                                    $1,573,889     $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
three  months and twelve  months ended April 30 and January 31, 2015 was $73,821
and $173,972, 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 $976 and $793 at April 30 and January 31,  2015,  respectively
and consisted of the following at April 30, 2015:

                            Gross
                           Carrying        Accumulated
                            Amount         Amortization          Net
                         -----------       ------------      ----------

    Trademarks             $11,010            $ 976           $ 10,034
                           =======            =====           ========

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:

o    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.

                                       10
<PAGE>

o    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.

o    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
     60545-45, the revenue is recognized on 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
     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  that  approximates  the  amount of bulk
     purchase discount we receive from our nutrient suppliers.  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.

o    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.



                                       11
<PAGE>


o    Sublease of Cultivation  Facility. We sublease a cultivation facility to an
     unrelated  third party.  Payments  from the subtenant are not included as a
     component of revenues,  but rather are  recognized on a monthly  basis,  as
     reduction  of rent and other  occupancy  costs in the  month  the  sublease
     payment is received.

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.
Diluted EPS gives effect to all potential dilutive securities outstanding during
the period including  convertible debt, stock options,  and warrants,  using the
treasury  stock method.  Diluted EPS excludes all potential  dilutive  shares if
their  effect is  anti-dilutive  or would  reduce  net loss per  share  amounts.
Diluted EPS figures are equal to those of Basic EPS for each  period,  since the
Company had a net loss for the periods presented.

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
$3,599,107 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 $1,699,298 and $5,765,481, respectively, for the
three months ended April 30, 2015.  As of April 30 and January 31, 2015,  we had
accounts  receivable  from  affiliated  entities of $3,319,182  and  $2,375,533,
respectively.

                                       12
<PAGE>

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
$4,145,254 of the amounts  billed to them through April 30, 2015,  including the
payment of $755,649  during the three months  ended April 30, 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
$3,319,182  and $2,375,533 at April 30 and January 31, 2015,  respectively,  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 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  unrelated  third  party.  Collections  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, as reduction of rent and other occupancy
costs.  Under  the terms of the  sublease  to the  unrelated  third  party,  the
payments are scheduled to be $20,000 from January 1, 2015 through June 30, 2015,
$51,200 from July 1, 2015 through December 31, 2015, and $35,600 from January 1,
2016 through March 31, 2019

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


                                       13
<PAGE>

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. 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. 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


                                       14
<PAGE>

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.

Future minimum payments for these leases are:

           For the twelve Months Ending April 30,
--------------------------------------------------------------
   2016         2017          2018        2019         2020        Thereafter
------------  ----------    ----------  ----------  -----------    ----------

$4,390,800    $4,545,200    $4,736,000  $4,290,200  $1,270,100     $5,561,600
==========    ==========    ==========  ==========  ==========     ==========

Note 5 - Issuance of Shares:

Between  March and August  2014,  by means of a private  offering  of our common
stock at $1 per share,  we sold  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 Share  Exchange  described in
Note 1  herein,  and the  198,333  shares  issued  as  stock-based  compensation
described  in Note 8 herein,  the total  number of shares of common stock issued
and outstanding at April 30, 2015 was 27,147,217 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:

                                           Three Months Ended      Year Ended
                                               April 30,           January 31,
                                          --------------------    ------------
                                          2015           2014          2015
                                          ----           ----          ----
Income tax expense (benefit) Current:
         Federal                      $(579,936)      $ 13,205      $(794,474)
         State                          (70,106)        (3,536)       (96,812)
                                     ----------       --------      ---------
Deferred income tax expense benefit    (650,042)         9,670       (891,286)
Valuation allowance                     650,042         (9,670)       891,682
                                     ----------       --------      ---------
Provision                            $        -       $      -      $       -
                                     ==========       ========      =========



                                       15
<PAGE>

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:

                      April 30, 2015                     January 31, 2015
             ---------------------------------  -------------------------------
                           Long                               Long
                Current    Term        Total     Current      Term       Total
                -------  ---------  ----------  ---------   ---------   -------
Convertible
   notes             -  $1,800,000  $1,800,000  $       -  $  550,000  $       -
Mortgage       180,249     308,129     488,378    170,955     356,830    527,785
Tenant
 improvement
 loan          190,615   1,036,960   1,227,575    167,534   1,099,690  1,267,224
             ---------   ---------  ----------  ---------  ----------  ---------
             $ 370,864  $3,145,089  $3,515,953  $ 338,489  $2,006,520  $2,345,00
             =========  ==========  ==========  =========  ==========  =========

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  $1,800,000  had been received by the Company at April 30,
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 April 30, 2015,
the Company has received  proceeds of $200,000 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


                                       16
<PAGE>

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 April 30, 2020 are, as follows:

                                               April 30,
                         ------------------------------------------------------
                            2016          2017       2018      2019      2020
                         -----------   ----------  --------  ---------  -------
Convertible notes -
  interest  only         $  493,200    $ 369,900   $     -   $      -   $     -
Convertible notes -
  principal                       -    1,800,000         -          -         -
Mortgage                    232,000      232,000   184,000          -         -
Tenant improvement loan     528,700      528,700   528,700    528,700         -
                         ----------   ----------  --------  ---------   -------
                         $1,235,900   $2,930,600  $712,700  $ 528,700   $     -
                         ==========   ==========  ========  =========   =======

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.  The
Company   does  not  expect  the   adoption   of  recently   issued   accounting
pronouncements  to have a  significant  impact  on its  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


                                       17
<PAGE>

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 April 30,  2015 the  Company  received  proceeds in the amount of
$200,000 from additional  fundings of the series of convertible  notes described
in Note 7 herein.

On May 12, 2015,  a reduction  in work force was made at one of the  cultivation
facilities 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  respective  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.

           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.

Business

Our branding and fulfillment services are provided under separate Master Service
Agreements and are described below:

o    Branding,  Marketing and Administrative Consulting Services:  Customers may
     contract with us to use the Strainwise  name,  logo and affinity  images in


                                       18
<PAGE>

     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 grow
     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 Affiliated  Entities on an ongoing
     basis.

o    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 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: We presently are one of the larger, single purchasers 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.

o    Lending:  We plan to 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.  The loans will enable borrowers to (if desired)
     purchase  buildings for their  operations,  acquire fixtures and equipment,
     and/or  fund their  working  capital  needs.  We plan to obtain the capital
     needed to fund the loans through fees received for branding and fulfillment
     services, sales of nutrients,  subleasing grow facilities and the public or
     private sale of our securities.

We presently provide these branding and fulfillment services to the nine retail
marijuana outlets and two grow facilities (the "Affiliated Entities") owned by
Mr. Phillips.

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


                                       19
<PAGE>

                                   Branding,
                                     and                Accounting/
         Retail Outlets:        Administrative          Compliance
         ---------------        --------------         -----------

         The Sanctuary (1)          $ 4,500               $5,500
         The Annie (1)              $ 4,500               $2,500
         The Ridge                  $ 4,500               $5,500
         The Spring                 $ 4,500               $2,500
         The Retreat                $ 4,500               $5,500
         The Shelter                $ 4,500               $5,500
         The Grove (1)              $ 4,500               $5,500
         The Haven (1)              $ 4,500               $5,500
         The Range                  $ 4,500               $5,500

      Cultivation Facilities:
      -----------------------
         51st Avenue                $15,000               $5,500
         Bryant Street              $10,000               $5,500
         Nome (2)                         -                    -

(1)  This outlet also houses a small cultivation facility.

(2)  The Nome  cultivation  facility is subleased to an  Affiliated  Entity,  is
     fully built out, and is available for  operation.  However,  the Affiliated
     Entity has 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.  Thus,  the  Affiliated  Entity  has  closed the Nome
     facility, and has terminate the employees that had been retained to operate
     the facility. Beginning February 1, 2015, the Company suspended recognition
     of any facilities  usage fees due from the Nome facility under the terms of
     a Master  Services  Agreement  until  such time that the Nome  facility  is
     granted a  sufficient  number of  licenses  to operate  the  facility on an
     economically  viable basis.  We are not certain that the Nome facility will
     ever obtain a sufficient  number of licenses from the state of Colorado for
     it to operate at a viable level, and thus, we requested that the Affiliated
     Entity explore a sublease the Nome facility to unrelated third parties.

As of June 19, 2015, we had not provided any branding and  fulfillment  services
on an  hourly  basis.  We do not know  what our  hourly  charge  will be for any
services we may provide by the hour.  Our Master  Service  agreements  expire on
December 31, 2023.

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 three month
ended April 30, 2015, with any prior period would not be meaningful.  As of June
19, 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
April 30, 2016 from these sources.  Projected revenue from branding,  marketing,


                                       20
<PAGE>

accounting and other services has been  calculated in whole based upon the terms
of 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 June
19, 2015, we have not extended any loans and thus,  future  revenue from lending
cannot be estimated with any degree of certainty.

                                                             Projected for
                                                              the Twelve
                                   Three Months Ended        Months Ending
                                       April 30,               April 30,
                                -----------------------      -------------
                                    2015          2014           2016
                                ----------      --------     -------------

   Subleasing                   $ 1,223,400    $ 107,200     $ 4,900,000
   Branding, marketing,
   accounting and compliance
     fees                           270,000      240,000       1,100,000
   Nutrient sales                   205,900      189,000         850,000
                                -----------    ---------     -----------
                                $ 1,699,300    $ 536,200     $ 6,850,000
                                ===========    =========     ===========

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 June 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 June 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 and the dispensaries would be able to resume payments pursuant to
their Master Service agreements with the Company.  The Affiliated  Entities have
paid the Company  approximately  $4,145,254 of the amounts  billed to them since
their  inception  through April 30, 2015,  including  $755,649  during the three
months ended April 30, 2015. However,  there is no assurance that the Affiliated
Entities will be able to generate  enough cash to pay the  $3,319,182  presently
owed to the  Company  at April 30,  2015,  and  thus,  the  receivable  from the
Affiliated  Entities at April 30, 2015  ($3,319,182) has been fully reserved and
charged to expense.

Shawn Phillips is the sole owner of Rocky Mountain Farmacy, Inc. ("RMF"), one or
our  Affiliated   Entities,   which  operates  The  Retreat  medical   marijuana
dispensary.  In November  2014,  Mr.  Phillips  submitted an  application to the
Colorado  Marijuana  Enforcement  Division  ("MED")  to permit  the 51st  Avenue
cultivation  facility to supply The Retreat with medical marijuana.  On June 11,
2015,  the  State  Licensing  Authority  issued  grounds  for a  denial  of  the
application, based upon the belief of the MED that the Company and persons other
than Mr. Phillips are indirect and/or  beneficial  owners of RMF and should have
been included on the application.  Since the denial was just recently  received,
legal  counsel has not had  adequate  time to evaluate the merits of the grounds
for such denial.  Mr. Phillips has requested a hearing to address the issue with
the MED.

                                       21
<PAGE>

Leases/Subleasing

As of June 19, 2015 we were leasing five  properties in the Denver  Metropolitan
area. We sublease three of the  properties to the Affiliated  Entities for their
marijuana  cultivation  and  growing  operations,  however one  cultivation  and
growing  facility was not in operation as of June 19, 2015. We will lease one of
the  properties to the  Affiliated  Entities for a medical and retail  marijuana
retail outlet.  Our subleases with the  Affiliated  Entities  expire on the same
date  (generally  between  2019 and 2024) as our leases with the owners of these
properties.  We charge  the  Affiliated  Entities  140% of the amount we pay the
lessors of these properties.  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 five
leases (which we refer to as our "Operating Leases") are shown below.

               Lease Payments Due During the Twelve Months Ending April 30,
            -------------------------------------------------------------------
               2016        2017        2018       2019      2020      Thereafter
               ----        ----        ----       ----      ----      ----------

 Custer      $ 330,800  $  340,700  $  350,900  $  300,400  $       - $        -

 Nome (1)    1,082,500   1,101,600   1,120,700   1,139,800    882,900  3,722,700

 51st        2,682,200   2,803,200   2,914,100   2,470,400          -          -

 Bryant        295,300     299,700     350,300     379,600    387,200  1,838,900
            ----------  ----------  ----------  ---------- ---------- ----------
            $4,390,800  $4,545,200  $4,736,000  $4,290,200 $1,270,100 $5,561,600
            ==========  ==========  ==========  ========== ========== ==========

(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.

Beginning  January 1, 2015, we subleased the Custer  facility to an  independent
third party for a five year period on a triple-net-lease-basis.  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

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
September  21, 2014.  On July 16, 2014,  the terms of the loan were amended such


                                       22
<PAGE>

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.

As of April 30, 2015,  three  unrelated  third parties  collectively  loaned the
Company $1,800,000.  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.  Subsequent  to
April 30,  2015,  one of the third  parties  loaned the  Company  an  additional
$200,000.  The terms of the additional fund are the same as the loans made as of
April 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:

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 April 30,
                       -------------------------------------------
                          2016        2017        2018        2019       2020       Thereafter
                          ----        ----        ----        ----       -----      ----------

Corporate office     $   68,200   $   35,500  $        -  $        -  $        -    $        -
Operating leases      4,390,800    4,545,200   4,736,000   4,292,200   1,270,100     5,561,600
Mortgage (1)            232,000      232,000     184,000           -           -             -
Tenant Improvement
  loan (1)              528,700      528,700     528,700     528,700           -             -
Convertible loans:
    Interest            493,200      369,000           -           -           -             -
    Principal (2)             -    2,000,000           -           -           -             -
                     ----------   ----------  ----------   ---------  ----------    ----------
                     $5,712,900   $7,710,400  $5,448,700  $4,818,900  $1,270,100    $5,561,600

</TABLE>

(1) Includes principal and interest payments.

(2) Includes $200,000 received subsequent to April 30, 2015.


                                       23
<PAGE>

In  addition to the  foregoing,  the  Company  estimates  that during the twelve
months  ending April 30, 2016 the Company will need  approximately  $800,000 for
additional equipment such as grow lights,  electrical  upgrades,  generators and
air conditioning and approximately $2,400,000 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:

     o    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 12, 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;

     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
          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:

     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

                                       24
<PAGE>

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  Officers,  as  appropriate  to allow timely
decisions  regarding  required  disclosure.  As of April 30, 2015, the Company's
Principal  Executive and Financial  Officers  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  Officers  concluded
that the Company's disclosure controls and procedures were effective.

(b)      Changes in Internal  Controls.  There were no changes in the  Company's
internal  control over  financial  reporting  during the quarter ended April 30,
2015, that materially  affected,  or are reasonably likely to materially affect,
its internal control over financial reporting.


                                     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.



                                       25
<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.



June 22, 2015                       By:/s/ Shawn Phillips
                                       ------------------------------------
                                       Shawn Phillips, Chief Executive Officer


June 22, 2015                       By:/s/ Erin Phillips
                                       ------------------------------------
                                       Erin Phillips, Chief Financial and
                                         Accounting Officer










                                       26