UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

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

                 For the quarterly period ended October 31, 2015

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

             For the transition period from __________ to __________

                        Commission file number: 000-52825

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

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

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

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

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days. Yes [x] No [
]

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

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

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  27,147,217 shares of common stock as
of December 1, 2015. STRAINWISE, INC.

<PAGE>


                          INTERIM FINANCIAL STATEMENTS

      For the three and nine month periods ended October 31, 2015 and 2014




                                   (UNAUDITED)



















                                       2
<PAGE>



                                STRAINWISE, INC.
                            CONDENSED BALANCE SHEETS

                                                     (Unaudited)      (Audited)
                                                     October 31,     January 31,
                                                        2015            2015
                                                     -----------     -----------
ASSETS
 Current assets:
    Cash                                                 $3,536         $674,495
    Due from Regulated Entities, net of collection
     allowance reserve              of $3,155,515
     and $2,375,533 at October 31and January 31,
         2015, respectively                                   -                -
        Prepaid expenses and other assets                 3,210            9,512
                                                     -----------     -----------
     Total current assets                                 6,746          684,007
Tenant improvements and office equipment, net of
   accumulated amortization and depreciation of
   $59,461and $96,574 at
       October 31 and January 31, 2015, respectively     79,701        1,647,710
  Commercial operating property, net of accumulated
   amortization of $18,667 and $5,641 at October 31
   and January 31, 2015, respectively                   641,333          654,359
   Prepaid expenses and other assets                    150,000          346,187
  Deposit on cultivation equipment                       75,000                -
  Equity method investment in unconsolidated              25,00                -
  Trademark, net of accumulated amortization of
     $1,342 and
      $793 at October 31 and January 31, 2015,
     respectively                                         9,668           10,217
                                                     -----------     -----------
      Total assets                                     $987,448       $3,342 480
                                                     ===========     ===========

LIABILITIES AND STOCKHOLERS' EQUITY (DEFICIT)
LIABILITIES
  Current liabilities:
    Accounts payable                                   $262,175         $156,416
    Accrued interest payable                             42,466                -
    Current portion of tenant allowance note and
      mortgage payable                                  200,380          338,489
                                                    -----------      -----------
     Total current liabilities                          505,021          494,405
    Note payable for tenant allowances                        -        1,099,690
    Mortgage payable                                    202,820          356,830
   Convertible notes payable                          2,000,000          550,000
    Deferred rent and interest payable discount         873,524          416,573
                                                     -----------     -----------
             Total liabilities                        3,581,365        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 October
  31 and
       January 31, 2015, respectively                         -                -
   Additional Paid in Capital                         2,509,325        2,509,325
   Retained (deficit)                                (5,103,250)     (2,084,843)
                                                     -----------    ------------
    Total stockholder's equity (deficit)             (2,593,925)         424,482
                                                     -----------    ------------
     Total liabilities and stockholders'
       equity (deficit)                                $987,448       $3,342,480
                                                     ===========    ============


                             See accompanying notes.



                                       3
<PAGE>

                                STRAINWISE, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

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


                                     Nine Months Ended       Three Months Ended
                                         October 31,             October 31,
                                     2015          2014        2015         2014
                                  -----------  -----------  ----------  ----------
  Revenues
     Lease income from
      Regulated Entities          $3,480,090  $ 1,978,984  $1,063,125   $1,418,190
  Consulting services                  2,000       33,000           -       33,000
                                  -----------  -----------  ----------  ----------
          Total                    3,482,090    2,011,984   1,063,125    1,451,190
  Operating costs and expenses
    Collection reserve for
     amounts due from Regulated
     Entities                      1,412,234            -      19,850            -
  Rent and other occupancy         3,119,985    1,561,811     929,665    1,155,531
  Compensation                       424,743      342,900     154,995      264,300
  Professional, legal and
   consulting                        233,992      167,121     121,508      156,966
      Depreciation and amortization  200,623      115,540      48,126       56,059
  General and administrative          40,762       23,626      23,626       (5,803)
                                  -----------  -----------  ----------  ----------
       Total operating costs
        and expenses               5,432,339    2,210,998   1,297,382     1627,053
                                  -----------  -----------  ----------  ----------
  Loss from continuing operations (1,950,249)    (199,014)   (234,257)    (175,863)
  Other costs and expenses
   Loss on early extinguishment
    of debt                                -      (93,000)          -            -
  Loss on cancellation of lease
    and related tenant improvment
    loan                             (62,503)           -     (62,503)           -
         Interest expense           (622,968)    (138,928)   (207,061)     (66,000)
                                  -----------  -----------  ----------  ----------
  (Loss) from continuing
     operations before taxes
     on income                    (2,635,720)    (430,942)   (503,821)    (241,863)
  Provision for taxes on income            -            -                        -
                                  -----------  -----------  ----------  ----------
  Loss from continuing
    operations, net of tax        (2,635,720)    (430,942)   (503,821)    (241,863)
  Gain (Loss) from discontinued
    operations, net of tax          (382,687)     620,803           -      453,474
                                  -----------  -----------  ----------  ----------
           Net Loss              $(3,018,407)    $189,861   $(503,821)    $274,573
                                  ===========  ===========  ==========  ==========

  Basic and fully diluted
    loss per common share
   Continuing operations             $(0.097)     $(0.019)    $(0.019)     $(0.010)
                                  ===========  ===========  ==========  ==========
    Discontinued operations           $0.014       $0.028     $     -       $0.011
                                  ===========  ===========  ==========  ==========
  Basic and fully diluted weighted
     average number of shares
     outstanding                  30,630,701   22,563,151  27,147,217   24,421,014
                                  ===========  ===========  ==========  ==========
</TABLE>


                             See accompanying notes.

                                       4
<PAGE>



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

                                                   Nine                 Nine
                                               Months Ended         Months Ended
                                               October 31,          October 31,
                                                   2015                 2014
                                              --------------        ------------

Cash flows from operating activities:
  Net (loss)                                    $(3,018,407)           $189,861
Adjustments to reconcile net loss to net
cash used in operating activities:
  Increase in amounts due from affiliates                 -          (1,067,279)
  (Increase)  decrease  in prepaid  expenses        196,187            (363,314)
   and other assets
  Increase in deferred taxes payable                      -              52,814
  Depreciation and amortization                     200,074             115,540
  Increase in accounts and accrued  interest        148,225             344,867
   payable
  Increase in deferred rent                         456,007             203,928
  Decrease in trademark                                 549                   -
                                              ---------------      -------------
    Net cash flow used in operating
     activities                                  (2,016,055)           (523,583)
Cash flows from investing activities:
     Investment in tenant improvements and
      office equipment                                    -          (2,203,266)
     Investment in commercial operating
      building                                            -            (660,000)
     Investment in unconsolidated subsidiary        (25,000)
   Deposit on equipment                             (75,000)           (255,000)
                                              ---------------     --------------
            Net cash flow  used in  investing      (100,000)         (3,118,266)
activities
Cash flows from financing activities:
     Proceeds from common stock subscriptions             -           2,517,700
   Note payable for tenant improvements                                 739,729
     Proceeds from mortgage                               -             565,160
     Cancellation of lease and tenant
       improvement loan                             216,537                   -
     Payments on mortgage                          (124,585)                  -
     Payments on tenant improvement loan           (102,063)                  -
     Proceeds from series of convertible
       notes payable                              1,450,000                   -
     Proceeds from convertible note payable,
       inclusive                                          -             895,000
        of discount of $45,000
     Payments on convertible notes payable                -            (895,000)
                                              ---------------      -------------
  Net cash flows from financing activities         1,439,526          3,822,589
                                              ---------------     --------------
Net cash flows                                     (670,959)            180,740
Cash and equivalent, beginning of period             674,495                100
                                              ---------------      -------------
Cash and equivalent, end of period                    $3,536           $180,840
                                              ===============     ==============

Supplemental cash flow disclosures:

   Cash paid for interest                           $580,502           $117,666
                                              ===============     ==============

   Cash paid for income taxes                       $      -           $      -
                                              ===============     ==============


                             See accompanying notes.


                                       5
<PAGE>

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

Note 1 - Organization and summary of significant accounting policies:

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

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

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

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

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

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

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

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

     o    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.

                                       6
<PAGE>

     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 grow  marijuana  plants,  produce  marijuana  infused  products,  sell
marijuana plants and or sell marijuana infused products of any nature.

Basis  of  presentation  -  The  unaudited  interim   financial   statements  of
Strainwise,  Inc. (the  "Company")  have been prepared in accordance with United
States generally accepted  accounting  principles ("GAAP") for interim financial
information  and the rules and  regulations of the U.S.  Securities and Exchange
Commission  ("SEC").  They do not include all information and footnotes required
by GAAP for complete financial statements.  However, except as disclosed herein,
there has been no material changes in the information  disclosed in the notes to
the  financial  statements  for the year ended  January 31, 2015 included in the
Company's  Annual Report on Form 10-K filed with the SEC. The unaudited  interim
financial  statements  should  be  read  in  conjunction  with  those  financial
statements  and  footnotes  included  in  the  Form  10-K.  In  the  opinion  of
management,   all  adjustments   considered  necessary  for  fair  presentation,
consisting  solely of normal recurring  adjustments,  have been made.  Operating
results  for the three and nine month  periods  ended  October  31, 2015 are not
necessarily  indicative  of the results that may be expected for the year ending
January 31, 2016.

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).

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

Cash and cash  equivalents  - For purposes of the  statement  of cash flows,  we
consider all cash in banks, money market funds, and certificates of deposit with
a  maturity  of less than three  months to be cash  equivalents.  Under  current
banking  regulations,  not all marijuana  centric  entities are afforded  normal

                                       7
<PAGE>

banking  privileges.  And thus,  because of our perceived  association  with the
Regulated  Entities,  we have not been able to maintain a corporate bank account
at any federally or state charted banking institution.

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

The amount of prepaid expenses and other assets as of October 31 and January 31,
2015 is $153,210 and $355,699, respectively.  Current prepaid expenses and other
assets are comprised of the following:

                                          October 31,     January 31,
                                             2015            2015
                                          ------------   --------------
       Current
         Prepaid insurance                  $   3,210         $  9,512
       Noncurrent

         Prepaid rent                               -           83,308

         Security deposits                    150,000          262,879
                                          ------------   --------------
                                              150,000          346,187
                                          ------------   --------------
                                            $ 153,210        $ 355,699
                                          ============   ==============

Fair value of financial  instruments and derivative financial  instruments - The
carrying amounts of cash and current liabilities  approximate fair value because
of the short maturity of these items.  These fair value estimates are subjective
in nature and involve  uncertainties and matters of significant  judgment,  and,
therefore,  cannot be determined  with precision.  Changes in assumptions  could
significantly  affect  these  estimates.  We do  not  hold  or  issue  financial
instruments for trading purposes,  nor do we utilize  derivative  instruments in
the management of our foreign exchange,  commodity price or interest rate market
risks.

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

Level  1: Quoted prices in active markets for identical assets or liabilities.

Level  2: Quoted prices in active markets for similar assets and liabilities
          and inputs that are observable for the asset or liability.

Level  3: Unobservable inputs in which there is little or no market data,
          which require the reporting entity to develop its own assumptions.

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

Commercial  Operating  Property - On October 26, 2014 we  purchased a commercial
property  that was  previously  leased by one of our  affiliates,  which we have
leased back to the  affiliate.  The commercial  property  consists of land and a
building  that  contains  both a  retail  store  and a grow  facility.  We  have
allocated $440,000 and $220,000 of the purchase price to the cost of land and to

                                       8
<PAGE>

the cost of the  improvements  to the  building,  respectively.  The cost of the
improvements  to the building will be depreciated on a straight line method over
27.5 years, which we believe is the useful life of this asset.

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:

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

  Upgrades of HVAC systems                             $     -      $  659,586
  Upgrades of electrical generators  and power
equipment                                                    -         468,589
  Structural improvements                               48,511         468,400
    Fire suppression, alarms and surveillance
systems                                                      -          59,258
Office equipment:
  Computer equipment                                    41,200          41,200
  Office furniture and fixtures                         24,450          22,251
  Machinery                                             25,000          25,000
                                                 --------------     -----------
                                                       139,161       1,744,284
  Accumulated amortization and depreciation           (59,461)        (96,574)
                                                 --------------     -----------
                                                     $  79,701      $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 related to
tenant  improvements  and office  equipment for the nine months and three months
ended  October  31,  2015 and 2014 was  $187,048  and  $49,215,  and $73,821 and
$22,667, 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.

                                       9
<PAGE>

Investment in Unconsolidated Entity

The Company  acquired a 50% interest in  SentinelStainwise,  LLC ("SSL") in June
2015 for  $25,000.  We account for our  investment  SSL using the equity  method
based on the ownership  interest.  Accordingly,  the  investment was recorded at
cost, and  adjustments to the carrying amount of the investment to recognize our
share of the  earnings or losses of SSL are made in each  reporting  period.  To
date,  SSL has not begun  operations,  and thus at October 31, 2015 there are no
adjustments to the carrying amount. Additionally,  in accordance with Accounting
Standard Codification 810-10, Consolidation-Overall, we evaluated the fair value
our  investment in SLL and determined  that there no adjustment  required to the
carrying amount of our original investment

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  $1,342  and  $793  at  October  31  and  January  31,  2015,
respectively, and consisted of the following at October 31, 2015:

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

             Trademarks             $11,010          $1,342           $ 9,668
                                 =============    ============    ==============

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

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

                                       10
<PAGE>

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

     o    Compliance  Services  Revenue:  Under the  terms of a ten year  Master
          Service   Agreement,   we  provided  the  Regulated  Entities  with  a
          compliance  process that included the preparation and filing of state,
          city and municipal applications and renewals of licenses in accordance
          with the rules,  regulations  and state laws governing the production,
          distribution and retail sale of marijuana. We provided this service to
          our Regulated  Entities under the terms of Master  Service  Agreements
          for a  monthly  fee of  $2,500  per  month;  and,  since  there was no
          additional  milestone  that  needed  to be met,  other  than  actually
          providing the above  described  services,  in accordance with ASC 605,
          the revenue was  recognized on a monthly basis in accordance  with the
          terms of the applicable Master Service Agreement.

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

     o    Grow Facilities Revenue:  Under the terms of a ten year Master Service
          Agreement,  we leased grow facilities and equipment for a period equal
          to the term of the underlying  lease with an independent,  third party
          lessor in an amount equal to the sum of (i) the monthly lease payment,
          (ii) plus the cost of reimbursed operating expenses paid to the lessor
          each month,  (iii) plus the amount of monthly  amortization  of tenant
          improvements,  and (iv) plus a premium of forty  percent.  Since there
          was no additional milestone that needed to be met, other than actually
          leasing the  facilities  and  equipment  to the  respective  Regulated
          Entity,  in accordance with ASC 605, the revenue was recognized in the
          month in which the lease  payments  were made by us to the  respective
          independent, third party lessor.

Subsequent to June 30, 2015, Shawn Phillips, the owner of and license holder for
all of the Regulated  Entities,  made the decision,  with the concurrence of the
management of the Company,  to cancel all of the above referenced Master Service
Agreements.   Such  cancellation  was  deemed  advisable  by  Mr.  Phillips  and
management  of the  Company  in light  of the  uncertainty  of the  right of the
Company to supply such  Fulfillment  Services in Colorado.  Such uncertainty was
created by  allegations  contained  in a "Notice of Grounds for Denial of Retail
Marijuana  License  Application  and Notice of Duty to  Respond"  ("Grounds  for
Denial")  issued to one of the Regulated  Entities on June 11, 2015.  Until such

                                       11
<PAGE>

time as  impact  on the  method  of  operations  of the  Regulated  Entities  in
conjunction  with the Company is resolved,  as more fully described in Note 10 -
Contingencies  herein,  we discontinued  providing  Fulfillment  Services to the
Regulated Entities.  We will, however,  continue to provide real property to two
cultivation  facilities  and to one retail  store,  which also  contains a small
cultivation facility,  under long term subleases.  Revenue from the three leases
to the Regulated  Entities are recognized on a straight line basis over the term
of the sublease.

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

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

Note 2 - Going concern:

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. Since inception,  we have not achieved
profitable  operations,  and have  losses  of  $1,947,735,  net of a  $3,155,515
collection  reserve for amounts due from the Regulated  Entities.  Our losses to
date raise  substantial  doubt about our ability to continue as a going concern.
Our ability to continue as a going  concern is  dependent  upon our  achieving a
sustainable  level of profitability.  The Company intends to continue  financing
its future development activities and its working capital needs largely from the
private sale of our securities,  with additional  funding from other traditional
financing sources,  including convertible term notes, until such time that funds
provided by  operations  are  sufficient to fund working  capital  requirements.
Additionally, the unknown financial consequences that might occur as a result of
the "Notice of Grounds for Denial of Retail  Marijuana  License  Application and
Notice of Duty to Respond" ("Grounds for Denial') issued to one of the Regulated
Entities,  as more fully described in Note 11 herein,  may make it unlikely that
the  Company  would be able to attract new  capital or  financing,  or achieve a
sustainable level of  profitability.  However,  the financial  statements of the
Company do not  include  any  adjustments  relating  to the  recoverability  and
classification  of  recorded  assets,  or the  amounts  and  classifications  of
liabilities  that might be necessary should the Company be unable to continue as
a going concern.

Note 3 - Related Party  Transactions and Collection Reserve for Amounts Due From
Regulated Entities:

Substantially  all of our  revenues  to date  have been  derived  from long term
contracts  with the  Regulated  Entities  that are majority  owned by our former
Chief  Executive  Officer,  who is also the  husband of our  majority  owner and
President.  Note  that all terms  and  contracts  between  the  Company  and the
Regulated  Entities are determined by related parties and these terms can change
at any time. Related party revenue was $4,244,161 and $3,546,501,  respectively,
for the nine  months  ended  October  31,  2015 and  2014,  and  $1,063,125  and
$2,143,760,  respectively, for the three months ended October 31, 2015 and 2014.
We had $0.0 accounts  receivable  from Regulated  Entities,  net of a collection
allowance  reserve in the amount of $3,155,515 and  2,375,533,  as of October 31
and January 31, 2015, respectively.

                                       12
<PAGE>

On June 30, 2015, Shawn Phillips, the owner of and license holder for all of the
Regulated Entities made the decision,  with concurrence of the management of the
Company, to cancel all of the above referenced Master Service  Agreements.  Such
cancellation was deem advisable by Mr. Phillips and management of the Company in
light of the uncertainty of the right of the Company to supply such  Fulfillment
Services  in the state of  Colorado.  Concurrent  with the  cancellation  of the
Master  Service  Agreements,  the  Company  layed off  substantially  all of its
employees.

We made  an  investment  in  cultivation  facilities  that  we  sublease  to the
Regulated  Entities.  Through  September  30,  2015,  the Company  leased to the
Regulated Entities approximately 123,000 square feet of cultivation  facilities.
It was estimated  that the  cultivation  facilities  had the capacity to provide
enough product to supply approximately 15 to 20 marijuana dispensaries. However,
as a result of the Grounds for Denial  described  above,  one of the cultivation
facilities,  the Nome facility,  with  approximately  38,000 square feet,  fully
built-out,  was not granted a license to operate,  and thus, was never occupied.
Plus,  because of the Grounds for Denial,  the Regulated  Entities have not been
able to obtain licenses to operate any new dispensaries, in addition to the nine
that the Regulated  Entities  presently  operate.  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  Regulated  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.

Therefore,  in order to reduce  costs,  the Nome  facility was closed on May 12,
2015, and the employees that had been hired by the Regulated Entities to operate
the facility were  terminated.  On September  30, 2015,  with the consent of the
owner  of  the  Nome  property,  the  Company's  lease  for  this  property  was
terminated,  and the associated tenant improvement loan was cancelled.  We wrote
off assets comprised of tenant improvements, security deposits and prepaid lease
amounts in the aggregate of $1,792,910 and wrote off related balances  comprised
of  a  tenant   improvement  loan,   deferred  lease  payments  and  accumulated
amortization of leasehold improvements in the aggregate amount of $1,576,374. We
received  cash back from the lessor in the amount of $59,558,  as the net return
of certain deposits,  after $94,475 was retained by the lessor as payment of the
lease for the month in which the lease was  cancelled.  We  recognized a loss on
the cancellation of this lease in the amount of $62,503.

Although  the  Regulated  Entities  have  been  able  to  pay  us  approximately
$6,958,475, of the $10,114,020 billed to them through October 31, 2015, there is
no assurance  that they will be able to generate  enough  positive  cash flow to
repay the full amount they presently owe to us. Thus, a reserve in the amount of
$3,155,515  and  $2,375,533  as of October  31, and  January  31,  2015 has been
recorded to recognize the  uncertainty of collecting  the full amount  presently
owed to us from the Regulated 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 October 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.

                                       13
<PAGE>

We entered into a lease  agreement on April 1, 2014 to lease from an independent
third party a cultivation  facility of  approximately  65,000 square feet ("51st
Ave Lease") for a term of five years and nine months.  The terms of the 51st Ave
Lease stipulates the payment of $15,000 per month, prorated if necessary,  until
such time that the Lessor is able to deliver a Certificate  of Occupancy,  which
occurred on August 1, 2014.  Thereafter,  lease  payments  are  scheduled  to be
$176,456 per month for the first six months of the lease, and then are scheduled
to be $221,833 per month for the  subsequent  24 months,  $231,917 per month for
the  subsequent 12 months,  $242,000 per month for the  subsequent 12 months and
$247,041 per month for the final 12 months of the lease.  Under the terms of the
51st Ave Lease, we are obligated to reimburse the lessor for operating  expenses
applicable to the leased property and we are obligated to pay a security deposit
in the total  amount  $150,000,  two  thirds of which  has been  paid,  with the
remaining  $50,000 due by December 1, 2014. We have the option to renew the 51st
Ave Lease at the end of the term of the lease at a mutually agreed upon rate per
square foot;  there is no option to purchase the  property  underlying  the 51st
Avenue Lease. The Lessor provided all of the tenant improvements that enable the
continuous  cultivation of marijuana plants in the facility. We account for this
lease as an operating  lease rather than as a capital  lease,  because the lease
does not transfer  ownership to us at the end of the lease,  there is no bargain
purchase  price for the  cultivation  facility as a component of the lease,  the
terms of the  lease are less than 75% of the  economic  life of the  cultivation
facility,  and the current  present value of the minimum lease  payments is less
than 90% of the fair market value of the asset.  We subleased  this  cultivation
facility to a Regulated Entity under the terms of a Master Service  Agreement up
until  June 30,  2015,  at which  time the  Master  Service  Agreement  with the
Regulated Entity that operates the cultivation facility was terminated. The term
of the Master Service  Agreement was for five years and nine months in an amount
equal  to the sum of (i) the  monthly  lease  payment,  (ii)  plus  the  cost of
reimbursed  operating expenses paid to the lessor each month, and (iii) plus the
amount of monthly  amortization  of tenant  improvements,  and (iv) a premium of
forty percent. Revenue from the sublease of the 51st Avenue cultivation facility
has been recognized on a monthly basis, as the user is charged for the amount of
the sublease.  On October 1, 2015,  upon the  cancellation of the related Master
Service  Agreement,  we entered into a sublease with the  Regulated  Entity that
holds the license to operate the 51st Avenue cultivation  facility.  The term of
the sublease is for the remainder of the term of the original lease,  payable in
the monthly lease amounts of $302,400 from October 1, 2015 through  December 31,
2016 (an 18 month  period),  and then will be  increased  commensurate  with the
increases in the lease amounts payable to the lessor, as deemed appropriate,  on
a triple net lease basis.

We entered into a lease agreement on April 22, 2014 to lease from an independent
third party a cultivation  facility of  approximately  38,000 square feet ("Nome
Lease") for a term of seven years.  We entered into a  modification  of the Nome
lease on  December 1, 2014,  wherein the lease was  modified to extend the lease
term through April 30, 2025; and, the lease payments were modified to be $88,616
per month for the five months ending April 30 2015, and then are scheduled to be
$90,207,  $91,799, $93,390, $94,981, $73,578, $75,169, $76,761, 78,352, and then
$79,943 per month for the final 12 months of the lease.  As more fully described
in Note 8 herein, the modification of the lease included the cancellation of the
$750,000  note payable to the lessor for the  financing of tenant  improvements,
and the extension of an  additional  $800,000 to be used by us for future tenant
improvements.  The amount of tenant improvement financing provided by the lessor
is to be amortized  over the extended term of the modified  lease as a component
of the  monthly  lease  payments.  Under  the  terms of the Nome  Lease,  we are
obligated to  reimburse  the lessor for  operating  expenses  applicable  to the
leased property,  and we are obligated to pay a security deposit of $133,679 one
half of which was due and paid upon the  execution of the Nome Lease,  the final
half was due and payable 30 days after the commencement date. We are responsible
to  provide  all of the tenant  improvements  that will  enable  the  continuous
cultivation of marijuana plants at this cultivation  facility.  We accounted 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

                                       14
<PAGE>

facility,  and the current  present value of the minimum lease  payments is less
than 90% of the fair market value of the asset. The Regulated  Entities were not
been able to obtain sufficient  licenses from the state of Colorado to allow for
sufficient  production  levels for the facility to be economically  viable. As a
result,  the Nome facility was closed on May 12, 2015 and the employees that had
been hired by the Regulated Entities to operate the facility were terminated. On
September  30,  2015,  with the consent of the owner of the Nome  property,  the
Company's  lease for this  property was  terminated  and the  associated  tenant
improvement  loan was  cancelled.  We  wrote  off  assets  comprised  of  tenant
improvements,  security  deposits and prepaid  lease amounts in the aggregate of
$1,792,910  and wrote off related  balances  comprised  of a tenant  improvement
loan,  deferred  lease  payments  and  accumulated   amortization  of  leasehold
improvements in the aggregate  amount of $1,576,374.  We received cash back from
the lessor in the  amount of  $59,598,  as the net  return of certain  deposits,
after  $94,475 was  retained by the lessor as payment of the lease for the month
in which the lease was cancelled.  We recognized a loss on the  cancellation  of
this lease in the amount of $62,503.

We entered into a lease  agreement on September  11, 2014 to lease a cultivation
facility of approximately  20,000 square feet ("Bryant St. Lease") for a term of
ten years. During the first 12 months of the lease, lease payments are scheduled
to be $23,984  for the first four  months and 24,531 for the next eight  months,
and then are  scheduled  to be  $24,647,  $25,140,  $31,221,  $31,845,  $32,483,
$33,132,  $33,794, $34,470, and $35,160 for the second through the tenth year of
the lease, respectively. We are not required to provide any security deposits or
first  and last  month's  rental  amounts.  We have an option  to  purchase  the
building  for  $2,400,000  at any time  during the first 36 months of the lease,
provided that we deliver a purchase option notice to the Lessor prior to the end
of the 33rd month of the lease.  We are responsible to provide all of the tenant
improvements  that will enable the continuous  cultivation  of marijuana  plants
under  approximately  370 grow lights. We account for this lease as an operating
lease  rather  than as a capital  lease,  because  the lease  does not  transfer
ownership to us at the end of the lease,  there is no bargain purchase price for
the cultivation facility as a component of the lease, the terms of the lease are
less than 75% of the economic life of the cultivation facility,  and the current
present value of the minimum lease  payments is less than 90% of the fair market
value of the asset. We subleased this cultivation facility to a Regulated Entity
under the terms of a Master Services  Agreement up until June 30, 2015, at which
time the Master  Service  Agreement  with a Regulated  Entity that  operates the
cultivation facility was terminated. The term of the Maser Service Agreement was
for a period of 10 years in an amount equal to the sum of (i) the monthly  lease
payment,  (ii) plus the cost of reimbursed operating expenses paid to the lessor
each  month,   (iii)  plus  the  amount  of  monthly   amortization   of  tenant
improvements,  and (iv) a premium of forty percent. Revenue from the sublease of
the Bryant Street cultivation  facility was recognized on a monthly basis as the
user was charged for the amount of the  sublease.  On October 1, 2015,  upon the
cancellation of the related Master Service Agreement, we entered into a sublease
with a Regulated  Entity  that holds the  license to operate  the Bryant  Street
cultivation facility.  The term of the sublease is for the remainder of the term
of the  original  lease,  payable in the monthly  lease  amounts of $36,970 from
October 1, 2015 through December 31, 2015, and then $37,710,  $43,709,  $46,831,
$47,767,  $48,723,  $49,698,  $50,691,  $51,705,  and $52,740 in each subsequent
calendar year, respectively, on a triple net lease basis.

Future minimum payments for these leases are:

          For the twelve Months Ending October 31,
----------------------------------------------------
   2016         2017          2018        2019         2020     Thereafter
------------  ----------    ----------  ----------  ----------- ----------
 $3,028,482   $3,056,507   $3,239,567   $3,327,749  $1,379,261  $1,572,408
============  ==========   ===========  ==========  =========== ==========

                                       15
<PAGE>

Note 5 - Issuance of Shares:

Through a private  offering of our common  stock at $1 per share,  we  collected
$2,224,700 from subscribers, as of January 31, 2015, for 2,224,700 shares of our
common stock.  Coupled with the 293,000 common shares issued in connection  with
the conversion of the convertible note described in Note 7 herein,  the issuance
of 198,333  shares of common  stock as stock  based  compensation  to  employees
described in Note 8 herein,  and the Share Exchange  described in Note 1 herein,
the total number of shares of common stock issued and outstanding at October 31,
2015 was 27,141,217shares.

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 October1, 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:

                                   Nine Months               Three Months
                                Ended October 31,          Ended October 31,
                             ---------------------------------------------------
                                2015          2014        2015          2014
                             ------------  -----------  ----------   -----------
Income tax expense
(benefit):
  Current:
    Federal                  $(1,139,426)      $45,113  $(187,393)     $(39,016)
    State                       (139,752)        7,701    (23,327)      (10,277)
                             ------------  -----------  ----------   -----------
Deferred income tax expense
    (benefit):                (1,279,178)     (52,814)   (210,720)      (42,293)
Valuation allowance            1,279,178            -     210,720        42,923
                             ------------  -----------  ----------   -----------
Provision                        $     -       $    -      $    -        $    -
                             ============  ===========  ==========   ===========

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

Note 7 - Notes Payable:

Notes payable consisted of the following:

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

                        October 31 2015                       January 31, 2015
              -------------------------------------   -----------------------------------
                              Long                                  Long
              Current        Term          Total      Current       Term         Total
              ---------    ----------   -----------   ---------  -----------  -----------
Convertible             $                             $           $            $

 notes                  -   $2,000,000   $2,000,000      -          550,000      550,000
Mortgage       200,380        202,820       403,128    170,955      356,830      527,785
Tenant
 improvement         -              -             -    167,534    1,099,690    1,267,244
              ------------  ----------   -----------  ---------  -----------  -----------
                 200,380    $2,202,820   $2,403,128   $338,489   $2,006,520   $2,345,009
              ============  ==========   ===========  =========  ===========  ===========
</TABLE>

                                       16
<PAGE>

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

On October 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 the Regulated Entities.  The
amount of the  mortgage is  $595,000,  has a three year term,  and has no stated
rate of interest. In accordance with ASC 835-30, we imputed an interest rate for
the mortgage payable of 21.36%.  The mortgage is payable in varying amounts from
$11,000 to $36,000 per month,  which  includes  interest  at a stated  amount of
$6,000 per month,  with a balloon  payment of $126,000  due in the  thirty-sixth
month of the term.  We account for the mortgage on a straight line basis with an
imputed  monthly payment of principal and interests in the amount of $22,301 per
month.  The  difference  between the imputed  monthly  payment amount and actual
payment  amounts is recorded  as an  increase  or decrease to deferred  interest
expense, at the time a monthly payment is made.

                                       17
<PAGE>

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

                                                 October 31,
                               -------------------------------------------------
                                  2016        2017      2018     2019     2020
                               ----------  ----------  -------  -------  -------

Convertible notes - interest
only                            $509,589    $127,397   $    -   $    -   $    -

Convertible notes - principal          -   2,000,000        -        -        -
Mortgage                         200,380     202,820        -        -        -
                               ----------  ----------  -------  -------  -------
                                $709,969   $2,330,217  $    -   $    -   $    -
                               ==========  ==========  =======  =======  =======


Note 8 - Stock-Based Compensation:

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

Note 9 - New accounting Pronouncements:

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

Note 10 - Investment in Unconsolidated Subsidiary:

Effective June 12, 2015, we purchased a 50% interest in  SentinelStainwise,  LLC
("SSL"),  which was recorded at our cost of $25,000  using the equity  method of
accounting.  SSL is 50% owned by Sentinel,  Inc. and the Company.  It was formed
for the purpose of providing  consulting  services to NAtive  American  entities
that are considering participating in the marijuana industry. In accordance with
Accounting Standard Codification 810-10,  Consolidation - Overall, we remeasured
our held equity  interest at the  acquisition-date  fair value and recognized no
gain or loss for the period on our investment in SSL.

            Fair value of 50% interest                            25,000
            Investment under equity method                             -
                                                            ------------
            Total purchase price to be allocated                 $25,000
                                                            ============

SSL has not begun  operations,  and since  there is little or no market data for
SSL, our investment has been deemed a level 3 investment for valuation purposes.
Thus,  we used  unobservable  inputs to  determine  the fair market value of our
investment  in SSL,  and it is our  belief  that  the fair  market  value of our
investment in SSL is $25,000, which is the amount of our original investment.

                                       18
<PAGE>

Note 11 - 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
Regulated Entities for use as a cultivation  facility. We elected to abandon the
lease,  because of our belief that the lessor was not acting in good faith,  and
had  breached  major terms of the lease  agreement.  The lessor  filed a lawsuit
against the Company  seeking  possession  of the leased  premises  and  alleging
breach of the  lease;  but,  the  lessor  has not  quantified  the amount of any
claimed damages  resulting from the alleged breach of the lease  agreement.  The
Company stipulated to the lessor's demand for possession of the leased property,
but is vigorously  defending the remaining claims in this action.  At this time,
we cannot estimate the amount of damages,  if any, and accordingly,  we have not
recorded any corresponding liability.

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

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

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

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

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

Note 12 - Discontinued Operations

As more  fully  described  in Note 11 -  Contingencies  above,  we  discontinued
providing  Fulfillment  Services to the Regulated Entities on June 30, 2015. The

                                       19
<PAGE>

summarized  discontinued  operating  results for the nine and three months ended
October 31, 2015 and 2014, respectively, are, as follows:

                Nine Months Ended October 31,   Three Months Ended October 31,
                ------------------------------  ----------------------------
                    2015            2014            2015           2014
                --------------  --------------  ------------  --------------
Revenues         $   764,071     $ 1,567,514     $        -    $   725,570

Expenses          (1,146,758)       (946,711)             -       (209,134)
                --------------  --------------  ------------  --------------
                 $  (382,687)    $   620,803     $        -    $   516,436
                ==============  ==============  ============  ==============

There were no components  of major assets and  liabilities  associated  with the
discontinued operations at October 31, 2015 and 2014.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As  discussed in more detail  below,  the  organization  and  operations  of the
Company  were  substantially  modified  beginning  in June 2015,  resulting in a
combined net savings to the Company and the Regulated  Entities of approximately
$1,416,000 per year.

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, 2014 the Company  acquired the
remaining  outstanding  shares of Strainwise  Colorado in exchange for 2,517,700
shares of the Company's common stock.

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

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

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

Mr. Phillips,  is the sole owner of Rocky Mountain Farmacy, Inc. ("RMF"), one of
the Regulated  Entities,  which  operates The Retreat and The Shelter  marijuana
dispensaries. In November 2014, Mr. Phillips submitted an application to the MED
for a retail license for RMF to permit the 51st Avenue  cultivation  facility to
supply recreational  marijuana.  On June 11, 2015, the State Licensing Authority

                                       20
<PAGE>

issued a "Notice of Grounds for Denial of Retail Marijuana  License  Application
and Notice of Duty to Respond"  ("Grounds  for  Denial").The  Grounds for Denial
were based upon the belief of the MED that the Company  and  persons  other than
Mr. Phillips have a direct or indirect  ownership or financial  interest in RMF,
and such should have been included on the application.

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

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

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

Prior to June 30,  2015,  the Company  provided  the  following  services to the
Regulated Entities pursuant to separate Master Service Agreements:

     o    Branding, Marketing and Administrative Consulting Services
     o    Accounting and Financial Services
     o    Compliance Services
     o    Nutrient Supplier


Subsequent to June 30, 2015, Shawn Phillips, the owner of and license holder for
all of the  Regulated  Entities  made  the  decision,  with  concurrence  of the
management of the Company,  to cancel all of the above referenced Master Service
Agreements.  The  cancellation was deem advisable by Mr. Phillips and management
of the Company in light of the uncertainty of the right of the Company to supply
such  Fulfillment   Services  in  Colorado.   The  uncertainty  was  created  by
allegations  contained in the Grounds for Denial  issued to one of the Regulated
Entities on June 11, 2015. As a result of the cancellation of the Master Service
Agreements,  the Company  terminated  approximately 80% of its employees.  Until
such time as impact on the method of  operations  of the  Regulated  Entities is
resolved,  we will discontinued  providing Fulfillment Services to the Regulated
Entities. We will, however, continue to provide real property to two cultivation
facilities  and to one retail  store,  which also  contains a small  cultivation
facility,  under long term  subleases.  Revenue from the three  subleases to the
Regulated  Entities will be recognized on a straight line basis over the term of
the sublease.

As of December 1, 2015 the Company was not providing  the services  listed above
to any person or entity.

Through  September  30,  2015,  the  Company  leased to the  Regulated  Entities
approximately  123,000 square feet of cultivation  facilities.  It was estimated
that the  cultivation  facilities  had the capacity to provide enough product to
supply  approximately 15 to 20 marijuana  dispensaries.  However, as a result of
the Grounds for Denial described above, one of the cultivation  facilities,  the
Nome facility,  with approximately 38,000 square feet, fully built-out,  was not
granted a license to operate, and thus, was never occupied. Plus, because of the

                                       21
<PAGE>

Grounds  for  Denial,  the  Regulated  Entities  have  only  been able to obtain
licenses  to  operate  any new  dispensaries  in  addition  to the nine that the
Regulated Entities presently  operate.  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  Regulated  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.

Therefore,  in order to reduce  costs,  the Nome  facility was closed on May 12,
2015 and the employees that had been hired by the Regulated  Entities to operate
the facility were  terminated.  On September  30, 2015,  with the consent of the
owner of the Nome property, the Company's lease for this property was terminated
and the associated  tenant  improvement loan was cancelled.  We wrote off assets
comprised of tenant improvements, security deposits and prepaid lease amounts in
the aggregate of $1,792,910 and wrote off related balances comprised of a tenant
improvement  loan,  deferred  lease  payments and  accumulated  amortization  of
leasehold  improvements in the aggregate amount of $1,576,373.  We received cash
back from the  lessor in the  amount of  $59,598,  as the net  return of certain
deposits,  after  $94,475 was retained by the lessor as payment of the lease for
the  month in  which  the  lease  was  cancelled.  We  recognized  a loss on the
cancellation of this lease in the amount of $62,507.

Management  estimates  that the  termination  of the Nome  lease  will  save the
Company, approximately $1,200,000 annually.

Because of the impact on the  Regulated  Entities  from the  regulatory  factors
described below, we substantially revised the organization and operations of the
Company,  beginning in June 2015.  During the month of May 2015,  the  Regulated
Entities terminated approximately 55% of their employees, at an estimated annual
saving  in  payroll  costs  of  $2,116,000;   and,  we  subsequently  terminated
approximately  80% of our  employees at an estimated  annual  savings in payroll
costs of $700,000,  We also cancelled all of our Master Service  Agreements with
the  Regulated  Entities on June 30, 2015,  Substantially  all of the  employees
Strainwise terminated were subsequently retained by the Regulated Entities. As a
result of these  changes to the employee  base,  the combined net savings to the
Company and the Regulated Entities is approximately an estimated $1,416,000.

The  Regulated  Entities have paid the Company  approximately  $6,958,475 of the
$10,114,020  billed to them  between  January 16,  2014 and  October  31,  2015,
including  $4,244,161billed  during the nine  months  ended  October  31,  2015.
However,  there is no  assurance  that the  Regulated  Entities  will be able to
generate  enough  cash to pay the  $3,155,515  presently  owed to the Company at
October 31, 2015, and as a result, the receivable from the Regulated Entities at
October 31, 2015 ($3,155,515) has been reserved in the amount of $ 3,155,515 and
charged to expense.

As a result of  terminating  substantially  all of the  Company's  employees  in
connection with the cancellation of all of the Master Service Agreements in June
2015  with  the  Regulated  Entities  and the  cancellation  of the  Nome  lease
described above, the operating  expenses of the Company have been  substantially
reduced.  As of December 1, 2015, the Company's  operating  expenses,  excluding
payments  required for its operating  leases,  were  approximately  $150,500 per
month, the primary  components of which are interest  expense,  compensation for
Erin  Phillips,  the  Company's  President  and  compensation  for the Company's
employees and consultants.

                                       22
<PAGE>


Leases/Subleasing

As  of  December  1,  2015,  we  were  leasing  two  properties  in  the  Denver
Metropolitan  area,  which we  sublease  to the  Regulated  Entities  for  their
marijuana  cultivation and growing operations.  The subleases with the Regulated
Entities expire on the same date (generally  between  December 2019 and December
2023) as our leases with the owners of these properties. We charge the Regulated
Entities  in an amount  that  approximates  a premium  of from 36% to 50% 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
leases (which we refer to as our "Operating Leases") are shown below.

                Lease Payments Due During the Twelve Months Ending October
                                       31,
            ----------------------------------------------------------------
              2016        2017       2018       2019       2020    Thereafter
              ----        ----       ----       ----       ----    ----------
 51st      $2,661,996  $2,742,665 $2,863,333 $2,944,333   $988,167 $        -

 Bryant       295,750     313,842    375,900    383,416    391,094  1,572,408
            ----------------------------------------------------------------
            $2,958,746 $3,056,507 $3,239,567 $3,327,749 $1,379,261 $1,572,408
            ========== ========== ========== ========== ========== ==========

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

Liquidity and Capital Resources

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

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

In October 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 medical and  recreational  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
Regulated 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.

                                       23
<PAGE>

As of December 1, 2015,  three unrelated third parties  collectively  loaned the
Company $2,000,000.  The loans bear interest at 25% per year, are unsecured, and
are due and payable on January 31,  2017.  Interest-only  payments  are due each
month, and at the option of the lenders,  the loans can be converted into shares
of the Company's  common stock at the rate of $1.00 per share. The loan proceeds
were used to pay general and administrative expenses.

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  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 October 31,
                   ------------------------------------------------------------
                      2016       2017      2018      2019       2020     Thereafter
                      ----       ----      ----      ----       -----    ----------

Corporate office   $  69,736  $       -  $       -  $       -  $       -  $       -
Operating leases   2,958,746  3,056,507  3,239,567  3,327,749  1,379,261  1,572,408
Mortgage (1)         232,000    300,000                     -          -          -
Convertible loans:
    Interest         509,589    127,397          -          -          -          -
    Principal              -  2,000,000          -          -          -          -
                   ---------  ---------  ---------  ---------  ---------  ----------
                  $3,770,071$ 5,483,905 $3,239,567 $3,327,749 $1,379,261 $1,572,408
</TABLE>


(1)  Includes principal and interest payments.

The Company plans to fund its operations and  contractual  requirements  through
fees received for  subleasing  facilities to the Regulated  Entities and through
management and consulting services provided to independent third parties.

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

As previously disclosed,  as a result of the termination of substantially all of
the  Company's  employees  in  connection  with the  cancellation  of the Master
Service  Agreements  in June 2015 and the  cancelation  of the Nome  lease,  the
operating expenses of the Company haven been substantially reduced.

During May 2015, the Regulated  Entities  terminated  approximately 55% of their
employees,  and the Company  subsequently  terminated  approximately  80% of its
employees.   Substantially  all  the  employees  the  Company   terminated  were
subsequently hired by the Regulated Entities.  As a result of these changes, the
combined net savings to the Company and the Regulated  Entities is approximately
$1,416,000 per year.

                                       24
<PAGE>

Trends

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

     o    The  ability  of the  Company  to  find  new  sources  of  revenue;  o
          Government regulation of the marijuana industry;
     o    Revision of Federal banking regulations for the marijuana industry;
     o    Legalization of recreational marijuana in more states; and
     o    The  outcome of Shawn  Phillips'  appeal of the  decision of the State
          Licensing Authority

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

     o    revenues or expenses;
     o    any material increase or decrease in liquidity; or
     o    expected sources and uses of cash.

Critical Accounting Policies and New Accounting Pronouncements

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

Item 4.  Controls and Procedures.

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

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

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                                     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.





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                                   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.



December 21 , 2015           By:    /s/ Erin Phillips
                                    ------------------------------------
                                    Erin Phillips, President, Chief Financial
                                    and Accounting Officer


























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