Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Apr. 30, 2018 | Oct. 17, 2018 | Jul. 31, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | Blockchain Industries, Inc. | ||
Entity Central Index Key | 1,084,370 | ||
Document Type | 10-K | ||
Document Period End Date | Apr. 30, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --04-30 | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 41,984,355 | ||
Document Fiscal Year Focus | 2,019 | ||
Document Fiscal Period Focus | FY | ||
[dei:EntityWellKnownSeasonedIssuer] | No | ||
[dei:EntityVoluntaryFilers] | No | ||
[dei:EntityShellCompany] | false |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Apr. 30, 2018 | Apr. 30, 2017 |
Current assets | ||
Cash & cash equivalents | $ 518,960 | $ 0 |
Investments in securities | 780,000 | 0 |
Investments in digital currencies | 1,166,477 | 0 |
Investments in SAFTs | 1,720,000 | 0 |
Other receivables | 26,245 | 0 |
Other current assets | 123,488 | 0 |
Total current assets | 4,335,170 | 0 |
Non-current assets | ||
Property, plant & equipment, net of accumulated depreciation of $584 and $0 as of April 30, 2018, and April 30, 2017, respectively | 112,139 | 0 |
Note receivable | 500,000 | 0 |
Other non-current assets | 69,077 | 0 |
Total assets | 5,016,386 | 0 |
Current liabilities | ||
Accounts payable and accrued expenses | 357,208 | 493,596 |
Deferred revenue | 1,427,285 | 0 |
Current liabilities | 1,784,493 | 493,596 |
Due to related parties | 0 | 3,981,423 |
Note payable | 0 | 501,112 |
Convertible note | 0 | 53,000 |
Total liabilities | 1,784,493 | 5,029,131 |
Shareholders' Deficit | ||
Preferred stock, $0.001 par value, 5,000,000 authorized. 278,422 and 0 shares issued and outstanding as of April 30, 2018 and April 30, 2017, respectively | 278 | 0 |
Common stock; $0.001 par value; 400,000,000 shares authorized 39,548,579 and 40,737,406 shares issued and outstanding as of April 30, 2018 and April 30, 2017, respectively | 39,548 | 40,737 |
Additional paid-in capital | 15,215,842 | 6,159,120 |
Accumulated deficit | (12,023,775) | (11,228,988) |
Total shareholders' equity (deficit) | 3,231,893 | (5,029,131) |
Total liabilities and shareholders' equity | $ 5,016,386 | $ 0 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Apr. 30, 2018 | Apr. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Property, plant & equipment, accumulated depreciation | $ 584 | $ 0 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 278,422 | 0 |
Preferred stock, shares outstanding | 278,422 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 39,548,579 | 40,737,406 |
Common stock, shares outstanding | 39,548,579 | 40,737,406 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 12 Months Ended | |
Apr. 30, 2018 | Apr. 30, 2017 | |
Income Statement [Abstract] | ||
Sales | $ 1,582,483 | $ 0 |
Cost of goods sold | 328,785 | 0 |
Gross margin | 1,253,698 | 0 |
Operating expenses: | ||
Professional fees | 1,760,703 | 117,420 |
General and administrative expense | 1,134,179 | 30,580 |
Total operating expenses | 2,894,882 | 148,000 |
Loss from operations | (1,641,184) | (148,000) |
Other income (expense) | ||
Debt forgiveness | 5,049,131 | 0 |
Interest expense | (441) | (5,913) |
Realized and unrealized gain (loss) | (979,857) | 0 |
Stock compensation expense | (3,222,436) | 0 |
Other income (expense), net | 846,397 | (5,913) |
Loss before income taxes | (794,787) | (153,913) |
Provision for income taxes (benefit) | 0 | 0 |
Net income (loss) | $ (794,787) | $ (153,913) |
Net loss per share attributable to common shareholders: Basic and diluted | $ (0.021) | $ (0.003) |
Weighted-average number of common shares outstanding: Basic and diluted | 38,116,895 | 4,901,790 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) - 12 months ended Apr. 30, 2018 - USD ($) | Common Stock | Preferred Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total |
Beginning balance, shares at Apr. 30, 2017 | 40,737,406 | 0 | |||
Beginning balance, value at Apr. 30, 2017 | $ 40,737 | $ 0 | $ 6,159,120 | $ (11,228,988) | $ (5,029,131) |
Sale of common stock, shares | 14,194,700 | ||||
Sale of common stock, value | $ 14,195 | 5,712,930 | 5,727,125 | ||
Issuance of preferred stock, shares | 323,617 | ||||
Issuance of preferred stock, value | $ 323 | 58,145 | 58,468 | ||
Shares converted to preferred stock, shares | (12,944,660) | ||||
Shares converted to preferred stock, value | $ (12,945) | (45,523) | (58,468) | ||
Issuance of restricted stock for services, shares | 653,333 | ||||
Issuance of restricted stock for services, value | $ 653 | 2,459,430 | 2,460,083 | ||
Stock option compensation expense | 762,353 | 762,353 | |||
Shares retired, shares | (500,000) | ||||
Shares retired, value | $ (5,000) | (13,750) | (18,750) | ||
Shares converted from preferred stock to common stock, shares | 1,807,800 | (45,195) | |||
Shares converted from preferred stock to common stock, value | $ 1,808 | $ (45) | (1,763) | ||
Shares issued for acquisition of LegatumX shares, shares | 100,000 | ||||
Shares issued for acquisition of LegatumX shares, value | $ 100 | 124,900 | 125,000 | ||
Net income (loss) | (794,787) | (794,787) | |||
Ending balance, shares at Apr. 30, 2018 | 39,548,579 | 278,422 | |||
Ending balance, value at Apr. 30, 2018 | $ 39,548 | $ 278 | $ 15,215,842 | $ (12,023,775) | $ 3,231,893 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 12 Months Ended | |
Apr. 30, 2018 | Apr. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (794,787) | $ (153,913) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 584 | 0 |
Share-based compensation | 3,222,436 | 0 |
Interest expense | 441 | 0 |
Unrealized gain (loss) of investments | 979,857 | 0 |
Changes in operating assets and liabilities: | ||
Other receivables | (26,245) | 0 |
Prepaid expenses and other assets | (123,488) | 3,913 |
Other non-current assets | (69,077) | 0 |
Accounts payable and accrued expenses | (135,837) | 0 |
Deferred revenue | 1,427,285 | 0 |
Net cash provided by (used in) operating activities | 4,481,169 | (150,000) |
Cash flows from investing activities: | ||
Purchases of investments | (2,886,477) | 0 |
Payments to related parties | (3,981,423) | 0 |
Purchases of fixed assets | (113,497) | 0 |
Payment of note receivable | (500,000) | 0 |
Net cash used in investing activities | (7,481,397) | 0 |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock | 4,073,300 | 150,000 |
Repayment of convertible note | (53,000) | 0 |
Repayment of note payable | (501,112) | 0 |
Net cash provided by financing activities | 3,519,188 | 150,000 |
Net change in cash | 518,960 | 0 |
Cash, beginning of the period | 0 | 0 |
Cash, end of the period | $ 518,960 | $ 0 |
1. Organization and Description
1. Organization and Description of Business | 12 Months Ended |
Apr. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Overview Blockchain Industries, Inc. (“BCII”, “Blockchain”, the “Company”, “we”, “our” or “us”) was originally formed under the laws of the State of Nevada on September 15, 1995 as Interactive Processing, Inc. to market high-tech consumer electronics through television home-shopping networks, retail stores, catalog companies and their website remotecontrols.com. In March 1999, the Company changed its name to Worldtradeshow.com, Inc. (“WTS”). In April 1999, the Company acquired intellectual property rights to a database from Chaiisai Tora, Inc., an unaffiliated third party, and significantly changed its business plan to develop tradeshow software and market both physical and virtual tradeshow space through the Company's website. The Company’s business involved the operation of Hotels.com.vn, tour companies and restaurants and marketing of the WTS Discount Card in Vietnam in order to serve as an online vehicle for Vietnamese companies to promote themselves, using the largest travel and tourism online website in, as well as being recognized as the official travel/tourism website of, Vietnam. On March 26, 2007, the Company acquired assets from Business.com.vn, a Vietnamese company, which assets consisted of a database of 300,000 Vietnamese companies, marketing software, trademarks and intellectual property, with the intention of developing a directory of companies. The plan included offering such companies opportunities to market themselves through domain registration, website development, and online marketing expertise to help these Vietnamese companies market themselves directly and/or on the Company’s BVNI web portal. In June 2007, the Company changed its name to Business.vn, Inc. From October 2008 through early 2016, the Company’s operations were limited due to a lack of capital resources. However, during this time, the Hotel.vn website was still operational. On May 15, 2016, the Company was placed under the control of a Receiver in Nevada’s Eighth Judicial District (the “Receiver”). From May 15, 2016 through March 22, 2017, while under the control of the Receiver, the Company continued to incur expenses to maintain its corporate existence as a public company. On November 18, 2016, the Company changed its name to Omni Global Technologies, Inc. and on May 23, 2017, the Company entered into a Share Purchase Agreement with JOJ Holdings, LLC (“JOJ”), pursuant to which JOJ: (i) purchased 40,000,000 restricted shares of common stock, $0.001 par value (the “Control Shares”); (ii) assumed the liabilities of a judgement creditor in the amount of approximately $25,000; and (iii) paid the Receiver $150,000 for the Receiver’s and other Company expenses (the “Share Purchase Agreement”). Additionally, and concurrent with the execution of the Share Purchase Agreement, the Receiver resigned, and Olivia Funk was appointed as the sole officer and director of the Company. On November 13, 2017, the Company filed Certificate of Amendment to its Articles of Incorporation with the State of Nevada for the purpose of changing its name from Omni Global Technologies, Inc. to Blockchain Industries, Inc. to more accurately reflect its new business strategy. Since that time the Company has taken steps to become a next generation blockchain-powered, financial technology and advisory company. In this regard the Company’s business can be divided into the following four verticals: ● Investment Management ● Digital Asset Advisory Services ● Media and Education ● Digital Asset Mining Our Business Our initial plan to develop a blockchain business with a new domain called hotelsinvietnam.net has been discontinued. We intend to target and acquire or build a broad portfolio of Digital Assets within our four business verticals . The Company’s mission is to provide products and services related to Digital Assets. We intend to target and acquire or build a broad portfolio of Digital Assets by building an ecosystem within the Digital Asset industry. Our ecosystem will include four major verticals: investment management, digital asset advisory services, media & education, and digital asset mining. In the future, we also plan to establish auxiliary businesses such as OTC (over-the-counter) trading, exchanges. 1. Investment Management One of our main lines of business will be investment management of blockchain-related assets. We are seeking to provide services to traditional investment management companies, with a focus on blockchain technology. Our thesis in this business will focus on new or traditional businesses that have already integrated or have reasonably viable plans to implement blockchain-technology into their business model. This business vertical will be operated through our wholly-owned subsidiary, BCI Investment Management, LLC, (“BCIM”) a Delaware limited liability company. We expect to begin the process to register this entity with the Securities and Exchange Commission as a registered investment company under the Investment Company Act of 1940 by the end of the calendar year 2018, although we do not expect to complete the process by the end of calendar year 2018. The Company expects to seed the funds with its own capital and subsequently obtain outside investment capital from non-related third parties. We expect to generate revenues by charging a combination of management and performance fees. Our preference is to invest in businesses whereby blockchain is required to make the business practical. However, we will assess and potentially invest in opportunities where blockchain technology can enhance business operations, although it may not be necessary for the business to succeed. We are in the process of establishing the following three alternative investment vehicles in furtherance of the foregoing: a. Blockchain Industries Global Opportunity Fund This fund will seek to invest in exchange-traded tokens. This fund will employ two primary investment strategies (i) algorithmic/high-frequency trading (“HFT”); and (ii) small/mid-cap fundamental trading. The HFT component seeks to capture inefficiencies in market structure and provide liquidity to other market participants. The small/mid-cap fundamental strategy would seek to invest tokens that are outside of the top fifteen high market-capitalization tokens. We aim to invest in tokens that we believe are mispriced and overlooked after deep fundamental due diligence. b. This fund will seek to invest in early-stage Initial Coin Offerings (“ICO”), Security Token Offerings (“STO”) and private token sales. Utilizing our business network, we believe that we can differentiate against competitors to access deals that are unavailable to most investors and often at favorable terms. We will frequently seek to add value to the companies we invest in through providing them access to our ecosystem (exposure to media, technical advisory, capital raising strategy, treasury management, and various partnership opportunities). We expect significant overlap between our portfolio companies and our advisory clients. c. Blockchain Industries Venture Fund This fund will seek to invest in early-stage equity of blockchain and blockchain related companies. and will make equity investments in fiat-generating businesses in the blockchain space (e.g. exchanges, trading tool providers) and in companies developing blockchain-native technologies who may or may not have token offerings. We will take a similar value-add approach as we will in our Blockchain Industries ICO Access Fund and expect significant overlap between our portfolio companies and our advisory clients. 2. Advisory Services We believe that incorporating a blockchain into a traditional business model can add value not only from raising capital, but also transparency and efficiency. Our advisory service seeks to offer clients a complete solution including, but not limited to, architecting their token structure and issuance, crypto-economic design (assessing economic benefits of utilizing a blockchain-based token), technology/engineering, consulting, generating whitepapers, software development, marketing and eventually making capital introductions via the use of a broker-dealer, which we are actively seeking. In addition, we aim to use our reputation and media & education business to help our clients establish a meaningful understanding of blockchain technologies and services, establish partnerships and provide them with media exposure and informative literature. The Company is remunerated through a combination of upfront compensation (generally in U.S. Dollars), equity and/or tokens of the companies we advise. Lastly, we eventually intend to form or purchase a broker-dealer to help us maintain compliance and execute our business in the emerging token capital markets. We are currently actively seeking partnership and coverage from existing broker-dealers. The Company continues to examine a wide array of potential companies that we believe will benefit from our consulting and other services related to their planned ICO or STO, and we will continue to contract with customers that we feel have a high-value utility in their underlying business model. 3. Media and Education Blockchain technology is fairly nascent and most educated investors are unaware of its broad use cases or how the technology works. Education is going to be a large part of the technology’s success and we believe there is a market to develop educational and other content for professionals, students, investors or other potential users of the technology. We have developed a business to help promote the awareness, growth, and education of blockchain technology and Digital Assets. Our goals are (1) to invest in, partner with or acquire media streams, news outlets or other methods of content distribution focused on the marketing of blockchain technologies and Digital Asset economies and their impact on the future and (2) partner with educational institutions to help train the next generation of blockchain developers. We have begun executing our goal to hold conferences around the world with strategic partners that attract key sponsors and influential speakers from the blockchain industry, local governments and educators on an ongoing basis. In 2018 we held two conference, one in San Juan, Puerto Rico and the other in Tokyo, which focused on bringing together regulators, investors, technologists, media and other blockchain stakeholders to discuss the evolution of blockchain technology and its impact on industries such as government, finance, technology and more. The conference in San Juan Puerto Rico was held under the name “Blockchain Unbound”, for which we submitted an application in April 2018 to the U.S. Patent and Trademark Office (the “USPTO”) for trademark registration. Our application was received by and is currently pending before the USPTO. The application has been initially refused due to a prior filed application by another applicant seeking registration of the trademark “Unbound” to be used in manner that the examiner considers to be confusingly similar to ours. Pending the resolution of the prior filed application, we will determine whether to continue our pursuit of the trademark registration. We promote our brand primarily through the use of our network, bringing on speakers that are influencers, which we feel will draw crowds. We do anticipate a small amount of advertising on social media or news websites. The Company was responsible for organizing media, security, entertainment, and booking guest speakers and travel for certain guests. The Company expects to hold these conferences at least annually or hold smaller events throughout the coming years. Pricing for our conferences is typically at different levels and stages. For example, we hold early-bird pricing with discounts. We also offer different levels of pricing, which include negotiated hotel rate with the venue where we host the conference. Further, we also offer discount codes for certain participant groups, which are typically negotiated for larger or strategic groups. 4. Digital Asset Mining “Mining” for Digital Assets is the process by which a node on a blockchain network is rewarded with the coin or token from that blockchain for providing resources to the blockchain. For example, Bitcoin, a popular cryptocurrency, uses a proof-of-work method to add blocks to the blockchain. Specialized computers solve complex mathematical problems to validate transaction and post them to the blockchain. For successfully solving the problems, and providing power to the network, the computer is rewarded with coins or tokens inherent to that blockchain. There are other methods of validation and verification such as, proof-of-stake and proof-of-space, hybrid methods, among others. It is the intention of BCII to build a data center that houses the specialized computers or other resources on behalf of clients. We intend to rent space or resources (power, bandwidth, etc.) to client for a fee. The Company intends to set up mining facilities with access to inexpensive energy and lease these facilities to experienced digital asset miners. The Company previously intended to enter into an agreement to purchase land and build a tier-2 data center in upstate New York. The Company entered into several agreements with independent contractors to assess the design, feasibility and profitability of this endeavor. The Company incurred costs for the project which was paid to services professionals for their work in connection therewith. As of April 30, 2018, the Company has withdrawn from that opportunity. The Company is now focused on a potential site in Virginia Beach, VA and expects to incur additional costs on the assessment of this opportunity. Our goal is to start by purchasing land in Virginia Beach, VA and build a data center and lease space or power to tenants. We are negotiating with a local economic development agency for the development of the site. As of October 2018, their request is to build a full data center. The Company is seeking additional capital to proceed with this potential investment. 5. Future Plans The following businesses are areas that the Company has invested time and capital but has not yet pursued to a point where they have been able to generate revenues or believe they will generate any significant revenues in the immediate future. The Company is actively seeking to build these business units or merge them with existing business units at the appropriate time. No guarantee can be made that we will continue to pursue these opportunities or that we will have the capital in order to do so in a timely manner or at all. a. Merchant Banking The Company has explored developing merchant banking operations to (1) help broker off-exchange transactions in Bitcoin, Ethereum and other Digital Assets, (2) perform Digital Asset custody service, (3) provide financing for ICO’s or STO’s, acquisitions or other services related to traditional merchant banking, but related to the Digital Asset industry. We believe there is great potential in this business as Digital Asset exchanges are fragmented and cannot provide enough liquidity, the buyers and sellers inherently do not trust each other, and many of the transactions are not up to standards in terms of regulatory requirements. The Company plans to leverage its reputationto offer a global, scalable solution to this market. Our solution is planned to consist of a client portal, streamlined KYC/AML procedure, coin verification, third-party escrow, and institutional-caliber service. Although this is a relatively new initiative for the Company, we believe that we would be well positioned to be a market leader as we have negotiating to engage one of the most experienced OTC agents in the industry and are building the platform to scale his expertise. We are planning to set up our operations in international jurisdictions and are aware that there will be regulatory agencies that will require applications for licensing which will increase the time and costs to complete. We currently do not have an estimated time that the Company feels it will complete this potential business, if ever. The success of this business will rely on maintaining experienced or training employees with necessary licenses in order to develop and maintain the operation of this business, which may be difficult or impossible to achieve. This business’ success will also rely on the Digital Asset market to at least maintain its market capitalization, as a decline in the value of these assets will inhibit our ability to find the necessary volume and prices for this business to be successful. b. Digital Asset Exchange The Company is currently in the initial stages of performing diligence to establish a Digital Asset exchange. We are partnering with high-frequency trading and technology specialists to develop a global exchange with the intention of uniting the fragmented liquidity pools on the hundreds of Digital Asset exchanges. We believe that this platform would be able to provide the robust infrastructure and market depth to support institutional investors. Therewill be regulatory agencies that will have oversight on this business, which will require us to apply and successfully receive, in order to operate legally in the jurisdictions where we plan to operate and where our clients are located. We will be required to adhere to strict standards of security and compliance, which will make this business costly and difficult to operate. The success of our Digital Asset Exchange will require partnerships with key vendors, experienced technical and financial expertise, regulatory and compliance in various jurisdictions, all of which will require significant capital, there can be no guarantee that we would be able to raise such capital on favorable terms or at all. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 12 Months Ended |
Apr. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Basis of Presentation The accompanying consolidated financial statements for the years ended April 30, 2018 and 2017 have been prepared in accordance and in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding consolidated financial information. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain 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 amounts of revenue and expenses during the periods presented. Actual results could differ from those estimates. Significant estimates made by management are, among others, realizability of long-lived assets, deferred taxes and stock option valuation. Management reviews its estimates on a quarterly basis and, where necessary, makes adjustments prospectively. Revenue Recognition We recognize revenue when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services are rendered; (3) the price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. During the year ended April 30, 2018, we had one contract with a customer to provide services. The Company used the OTC Market price of our customer because we felt the price was readily available and volume of the common stock, which we received as compensation, was fairly liquid to use the OTC Market price as an appropriate valuation. The Company may enter into additional agreements where we receive non-cash assets as compensation, which will require us to use estimates on the value of our services, which will be recorded as revenue. To the extent the Company receives compensation of illiquid non-cash assets, or any asset that may not have a readily determinable fair market value, we may require the use of certain Level 3 fair value estimated as defined by ASC 820. Currently, the Company’s revenue is in the form of consulting services provided to customers, sponsorship fees for promotional material and events and event registration. Revenue is recognized pro rata on a monthly basis over the term of the contractual agreement for consulting services and on the day of the event for promotional material and events and event registration. Stock-based Compensation In accordance with ASC 718, Compensation – Stock Based Compensation, and ASC 505, Equity Based Payments to Non-Employees, the Company accounts for share-based payment using the fair value method. Common shares issued to third parties for non-cash consideration are valued based on the fair market value of the services provided or the fair market value of the common stock on the measurement date, whichever is readily determinable. The Company calculates the fair value of option grants utilizing the Black-Scholes pricing model and estimates the fair value of the stock based upon the estimated fair value of the common stock. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. The result of the estimates used in our valuation was approximately $3,222,436 million of stock-based compensation expense for the year ended April 30, 2018, comprised of $2,460,083 of expense related to independent contractors and $762,353 of expense related to options granted to independent contractors. Investments in Digital Currencies The Company uses fair value as its method of accounting for digital currencies (also referred to herein as digital assets) in accordance with the fair value election pursuant to FASB ASC 825, Financial Instruments (“ASC 825”). The Company considers its investments in digital currencies to be analogous to commodities as the Commodity Futures Trading Commission (“CFTC”) determined that Bitcoin and other digital currencies are commodities in September 2015. On March 6, 2018, a United States District Court of New York ruled that the CFTC has standing to exercise its enforcement power over fraud related to virtual currencies sold in interstate commerce. This ruling affirmed the CFTC’s position that digital currencies are subject to the anti-fraud and anti-manipulation enforcement authority, thereby asserting jurisdiction over futures, swaps, and other CFTC regulated derivatives that reference digital currencies. Consistent with the recent ruling, the Company classifies its investment in digital currencies as commodities and are held at fair value. Changes in net unrealized gains or losses for these digital currencies are included in realized and unrealized gains, net on the Consolidated Statement of Income. Principle Market and Fair Value Determination In determining which of the eligible digital currency exchanges is the Company’s principal market for the purpose of determining fair value of individual digital currencies, the Company considers only digital currency exchanges that have an online platform and publish transaction price and volume publicly. In determining which of the eligible digital currency exchanges is the appropriate principal market, the Company reviews these criteria in the following order, for each digital currency being fair valued: First, the Company prepares a list of eligible digital currency exchanges and determines if any meet all of the following three criteria: (i) the digital currency exchange has a USD pairing to allow for USD liquidation to U.S. based customers, (ii) the Company has access to the exchange as a U.S. based customer and can legally open an account on the exchange platform, and (iii) the exchange complies with federal and state licensing requirements and practices regarding anti-money laundering procedures that are applicable to the Company. From the list of eligible digital currency exchanges prepared in accordance with the eligibility criteria noted above, the Company selects the exchange with the highest trading volume and USD pairing for the trailing twelve months, taking into consideration intra-day pricing fluctuations and the degree of variances in price on the digital currency exchanges. Second, if no digital currency exchange meets all of the above criteria, the Company will filter each exchange that has a USD pairing, regardless of whether it is accessible to U.S. based customers. From this list, the Company selects the exchange with the highest trading volume and USD pairing for the trailing twelve months, taking into consideration intra-day pricing fluctuations and the degree of variances in price. Third, if there are no exchanges with USD pairing, the Company will assess exchanges for compliance with federal and state licensing requirements that are applicable to the Company. The Company also assesses each exchange’s practices regarding anti-money laundering procedures. The Company then identifies the pairing with the highest trading volume of the digital currency being fair valued to the digital currency with the highest market capitalization for the prior trailing twelve months, taking into consideration intra-day pricing fluctuations and the degree of variances in price on digital currency exchanges. The Company determines its principal market annually for each digital currency held to determine if (i) there have been recent changes to each digital currency exchange’s transaction volume in the prior trailing twelve months, (ii) if any digital currency exchanges have fallen out of, or come into, compliance with applicable regulatory requirements, (iii) if there have been any digital currency exchanges that have added a USD pairing, (iv) if exchanges previously inaccessible to the Company are now accessible, or (v) if recent changes to each exchange price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Company’s determination of its principal market. Investments in SAFTs and Pre-ICO Tokens The Company enters into simple agreements for future tokens (“SAFT”) in which the Company invests in a company for a promise of access to future product of the company. Investments in SAFT agreements are carried at cost. The Company had investments in the following companies as of April 30, 2018: KinerjaPay ICO(KPAY) On January 11, 2018, the Company entered into an advisory agreement to provide Initial Coin Offering (“ICO”) services to PT KinerjaPay Indonesia, an Indonesian company and a wholly-owned subsidiary of KinerjaPay Corp., a Delaware corporation (OTCQB: KPAY) (“KPAY”). As consideration for entering into the advisory agreement and providing services related to administering the KinerjaPay ICO and establishing a Digital Asset Exchange in Indonesia, we were paid $250,000 in cash, and received 1,000,000 restricted shares of KinerjaPay’s common stock, having a market value approximately $1,800,000 based upon the closing price of the KPAY shares on the OTCQB of $1.80 on January 11, 2018. In addition, we shall receive a 50% equity ownership in an Indonesian-based Digital Asset Exchange which has yet to be formed. Per the advisory agreement, the Company, in conjunction with Fintech Financial Consultants, Inc. (“FFCI”) shall provide to the Company the following Advisory Services (“Services”): ● Consulting related to the launch of the ICO and the establishment of a market on the Exchange for which to trade and transfer digital tokens; ● Introductions to third parties with marketing and advisory experience potentially relevant to the ICO; and ● Creation of the Exchange and a full complement of related pre-sale support, functionality and acquisitions concerning digital tokens. As part of the Services, the Company and FFCI will formulate, develop, structure, establish, administer and operate the Exchange. Such Services may include but shall not be limited to consulting and advisory services regarding trading, price discovery and settlement/clearing, as well as, due diligence, escrow, underwriting and providing communication platforms to enable the adoption of new products and technologies and to attract investors. The Company was previously working through its Japanese partner to assist KPAY with its coin offering. A visit was made to Indonesia to collect additional data and develop strategy, however due to a sharp reduction in demand for digital assets, the advisory work is still underway and will resume at the appropriate time in the future. There are no disagreements between KPAY and Blockchain Industries and we anticipate being able to assist them in the future with the their contemplated ICO. The equity interests of the Exchange Entity shall be beneficially owned one-half (50%) by KPAY and one-half (50%) by the Company. The Company and FFCI having made other arrangements between themselves, and FFCI acknowledges and agrees that FFCI shall have no equity interest in the Exchange Entity. The Exchange Entity shall initially be funded pursuant to a contribution by KPAY of Two Hundred Fifty Thousand U.S. Dollars ($250,000 USD) from the proceeds generated by the ICO (the “Startup Contribution”). KPAY and the Company shall contribute such additional capital to the Exchange Entity as mutually agreed upon to be necessary and appropriate for the operation of the Exchange and in proportion to their respective ownership interests in the Exchange Entity. If the Company and/or FFCI advance funds to the Exchange Entity prior to KPAY’s funding of the Startup Contribution, the Company and/or FFCI, as the case may be, shall be entitled to prompt reimbursement for the entire amount of such funds so advanced. Chimes ICO On December 19, 2017 and February 5, 2018, the Company entered into two agreements with Chimes Broadcasting, Inc. (“Chimes”) to purchase 500,000 equity tokens for $400,000 (the “Chimes Equity Tokens”). As of the year ended April 30, 2018, the Company has disbursed $400,000 to Chimes in exchange for 500,000 Chimes Equity Tokens, to be issued at a later date, representing less than 1% (0.5%) ownership in Chimes. There are 100,000,000 authorized Chimes Equity Tokens, which share the same economic benefits to common shareholders of Chimes, however, the Chimes Equity Tokens are non-voting shares. In addition, the Company entered into two Simple Agreements for Future Tokens (“SAFTs”) with Chimes Broadcasting, Inc. which grants us the option to purchase future utility tokens for use on the Chimes network platform. To date, the Company has disbursed $100,000 to Chimes for an amount of CHIME tokens yet to be determined. The Company has not been issued or received any CHIME tokens to date. AutoLotto On January 17, 2018, the Company entered into a Promissory Note Agreement (“AutoLotto Agreement”) with AutoLotto, Inc., a Delaware corporation. Under the terms of the AutoLotto Agreement, the Company will pay to AutoLotto $1.5 million (the Principal”) in exchange for a promissory note that will accrue interest at one percent per annum (the “Interest”). All unpaid Principal and Interest are due and payable to the Company at the earlier of (i) the closing of AutoLotto’s initial coin offering of at least $20,000,000 or (ii) AutoLotto’s issuance of equity securities (excluding any conversion or issuance of any note or other convertible security) of at least $20,000,000. In the event AutoLotto does not raise $20,000,000 through an initial coin offering or issuance of equity noted above, any unpaid Principal and Interest will convert to equity at a rate of $250,000,000 divided by the number of common shares outstanding immediately prior to January 17, 2020. As part of the AutoLotto Agreement, the Company also received an option to purchase tokens of the AutoLotto initial coin offering (the “Option”) equal to two times the outstanding unpaid Principal and Interest under the AutoLotto Agreement. The exercise price of the Option will be an undisclosed private pre-sale price, and the Option is exercisable within ten days of AutoLotto providing notice to the Company of its initial coin offering. The Option expires on January 16, 2020. Academy On January 30, 2018, the Company invested $250,000 into Academy Token, a utility token that will be used as a means of paying for immersive training programs, educational offerings, and to access online content related to blockchain technology. Academy intends to address the shortfall in the supply of blockchain developers due to the increasing demand of blockchain technology. Coral Health On January 31, 2018, the Company invested $250,000 into the Coral Health utility token. Coral Health aims to align the interests of different players in the healthcare ecosystem. Coral Health intends to utilize blockchain technology to accelerate the uptake of personalized medicine, incorporating all levels of healthcare from patient records, payments, insurance, prescriptions, clinical trials and monitoring. Basecoin & Origin Protocol On February 13, 2018 and February 20, 2018, the Company entered into two separate subscription agreements with KR CRYPTO SPE, LLC, a special-purpose entity, for the purpose of acquiring tokens of Basecoin and Origin Protocol, respectively. The Company invested $100,000 and $50,000 into the subscription agreements for Basecoin and Origin Protocol, respectively. Basecoin’s token will be utilized as a form of controlling the supply and demand of fiat-based currencies to expand or contract the money-supply, similar to how current central banks attempt to maintain a normalized supply and demand of their respective fiat currencies. The Origin Protocol utilizes the Ethereum blockchain, allowing developers to build decentralized marketplaces to facilitate the shared economy, such as home rentals, ride share and bike share, without intermediary companies such as Airbnb and Uber. BlockEx On February 16, 2018, we entered into a Private Token Purchase Commitment Form (“BlockEx Agreement”) with BlockEx Limited (“BlockEx”) a privately held limited liability company incorporated under the laws of Gibraltar. Under the terms of the BlockEx Agreement, the Company agreed to purchase up to 5,714,285.71 Digital Asset Exchange Tokens (“DAXT”) from the Company for 2,000,000 Euros, or at the time of the purchase, approximately $2,481,600 USD. As of the date of this Report, the Company has purchased tokens amounting to approximately 1,428,571 tokens for a purchase price of 395,069.53 Euros, approximately $500,000 USD. The tokens were issued to the Company in June 2018. The Company filled the 2,000,000 Euro obligation for the BlockEx Agreement by pooling with other investors for the remaining 1,604,930 Euros. The remaining 4,285,714.71 DAXT will be issued to the investor pool. This investment provides the Company with exposure to a digital asset exchange platform. The BlockEx platform provides an institutional exchange, white-labeled brokerage software, and the ability to launch ICO’s. DAXT is BlockEx’s ICO. It is a utility token. Only holders of DAXT will be able to access the pre-sale feature of ICOs in BlockEx Markets. DAXT must be burnt each time a customer uses it to purchase ICOs on a pre-sale basis. Wireline On February 6, 2018, the Company invested $20,000 into Wireline tokens (“WRL”). These tokens are offered by Wireline Developer Fund, Inc., a Cayman Islands company established to launch a network platform that enables developers to create applications and services that dynamically discover, interact, and trade with each other using smart contracts. Wireline is the decentralized network and registry for serverless cloud computing. Services running on Wireline benefit from the scaling and high-availability guarantees of internet-scale serverless architecture; the blockchain-backed registry provides a decentralized mechanism for service discovery and coordination. VideoCoin On January 23, 2018, the Company invested $50,000 into VideoCoin tokens. These tokens are offered by VideoCoin Development Association, LTD which develops and operates VideoCoin Network, a decentralized platform for video encoding, video storage, and video distribution. The company's platform turns cloud-based video services into an algorithmic market running on a blockchain with a VideoCoin token. The platform also captures unused computing capacity while providing tokenized rewards for users that participate in decentralizing video content processing through the network. The company is based in Los Angeles, California. LegatumX On February 19, 2018, the Company entered into a Stock Purchase Agreement (“LegatumX Agreement”) with LegatumX, Inc. (“LegatumX”). This investment will provide us with a market share into the legal industry for the storage, authentication and validation of legal documents such as wills, trusts, deeds, mortgages, and more. We expect that the Media and Education segment of our business will be able to assist this company in marketing their products to consumers worldwide, although we will be starting with U.S. consumers. Under the terms of the LegatumX Agreement, we will initially receive 30% of LegatumX’s common stock calculated on a fully diluted basis for a purchase price of $1,300,000: Amount paid by Company Paid or Due on $100,000 February 19, 2018 $200,000 May 20, 2018 100,000 shares of our Common Stock (1) March 1, 2018 (1) The value of our Common Stock for this agreement was valued at $10 per share. The Company may earn an additional (i) 5%, for a total of 35%, of LegatumX’s common stock if LegatumX realizes $2.3 million in gross proceeds from the sale of the 100,000 shares of our common stock within the 12-month period following the effective date of the Company’s filing of a Form 10 with the SEC (the “Form 10”), or (ii) an additional 10%, for a total of 40%, of LegatumX’s common stock if LegatumX realizes $10.1 million in gross proceeds from the sale of the 100,000 shares of our common stock within the 12-month period following the effective date of the Form 10. As of April 30, 2018, the Company paid $100,000 to LegatumX in exchange for 20% ownership in LegatumX. As of the date of this Report, the Company has paid an additional $20,000 (for a total of $120,000) and issued 100,000 shares of our common stock to LegatumX for a total of 25.5% ownership in LegatumX. Fair Value Measurement The Company applies ASC 820, Fair Value Measurement The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these instruments. The Company had no Level 3 financial assets or liabilities as of April 30, 2018 and 2017. The Company uses Level 1 of the fair value hierarchy to measure the fair value of investments in common equity securities. The Company uses Level 2 of the fair value hierarchy to measure the fair value of investments in digital currencies. The Company revalues such assets at every reporting period and recognizes gains or losses as revenue and cost of revenue respectively in the consolidated statements of operations that are attributable to the change in the fair value of the digital currencies. Refer to the table below for a breakout of the Company’s investments in digital currencies and traditional securities as of April 30, 2018: Fair Value Measurement Using Carrying value Level 1 Level 2 Level 3 Total April 30, 2018 Assets Investments in digital currencies $ 1,166,477 $ - $ 1,166,477 $ - $ 1,166,477 BNB 213 - 213 - 213 BTC 753,371 - 753,371 - 753,371 BTCP 19,992 - 19,992 - 19,992 EOS 108,292 - 108,292 - 108,292 ETH 149,190 - 149,190 - 149,190 NEO 57,713 - 57,713 - 57,713 OMG 22,018 - 22,018 - 22,018 QSP 14,968 - 14,968 - 14,968 QTUM 8,782 - 8,782 - 8,782 REP 31,938 - 31,938 - 31,938 Investments in securities KinerjaPay 780,000 780,000 - - 780,000 $ 1,946,477 $ 780,000 $ 1,166,477 $ - $ 1,946,477 There were no financial securities or investments in digital assets as of April 30, 2017. The KinerjaPay Common Stock was received as compensation and, as such, the Company did not use cash to acquire the securities. Deferred Revenue The Company has deferred revenue from its first consulting contract for the KPAY agreement. The Company determined that its obligations would be met evenly over the course of the contract and, as such, will record revenue evenly over the course of the agreement. Estimated used in the determination of value and duration may change on a per-contract basis and, in addition, the Company could change the original estimates used for a specific contract depending on changes over the course of contracts with customers. For example, the KPAY agreement is currently being recorded evenly over one year, however, the Company may determine the obligations to have all been met early and may decide to record the remaining, unearned revenue immediately. Going Concern We will need additional working capital for ongoing operations, which raises substantial doubt about our ability to continue as a going concern. Management of the Company is working on a strategy to meet future operational goals which may include equity funding, short term or long-term financing or debt financing, to enable the Company to reach profitable operations, however, there can be no assurances that the plan will succeed, nor that the Company will be able to execute its plans. Cost of Goods Sold The cost of goods sold is the direct costs attributable to the production of goods sold. Cost of goods sold primarily consisted of catering and jobs supplies relating to the events portion of the Company’s business. Stock Purchase Warrants The Company accounts for warrants issued to purchase shares of its Common Stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. Cash and cash equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market funds, the fair value of which approximates cost. The Company maintains its cash balances with a high-credit-quality financial institution. At times, such cash may be in excess of the Federal Deposit Insurance Corporation-insured limit of $250,000. The Company has not experienced any losses in such accounts, and management believes the Company is not exposed to any significant credit risk on its cash and cash equivalents. Property and equipment Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in results of operations. The Company currently is in the process of building a mining facility for Digital Assets. All cost associated with that project, including the architectural, designs, and planning cost are being capitalized until the completion of the project. Property and equipment are stated at cost and depreciated on a straight-line basis over their estimated useful lives. Useful lives are 10 years for software and 10 years for buildings. Basic and Diluted Net Loss Per Share Net earnings or loss per share is calculated in accordance with SFAS No. 128, Earnings Per Share for the period presented. Basic earnings, net loss per share is based upon the weighted average number of common shares outstanding. Fully diluted earnings per share is based on the assumption includes dilutive equivalents such as warrants, stock options, and convertible preferred stock. Recently Adopted Accounting Standards In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2017-01, Business Combinations: Clarifying the Definition of a Business In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” Topic 606. This Update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards. The guidance in this Update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to illustrate the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also includes a cohesive set of disclosure requirements that will provide users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a reporting organization’s contracts with customers. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers,” Topic 606: “Identifying Performance Obligations and Licensing”. This Update clarifies guidance related to identifying performance obligations and licensing implementation guidance contained in the new revenue recognition standard. The Update includes targeted improvements based on input the Board received from the Transition Resource Group for Revenue Recognition and other stakeholders. The update seeks to proactively address areas in which diversity in practice potentially could arise, as well as to reduce the cost and complexity of applying certain aspects of the guidance both at implementation and on an ongoing basis. In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers,” Topic 606: “Narrow-Scope Improvements and Practical Expedients”. The amendments in this Update address narrow-scope improvements to the guidance on collectability, noncash consideration, and completed contracts at transition. Additionally, the amendments in this Update provide a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. This ASU is the final version of Proposed Accounting Standards Update 2015-320, “Revenue from Contracts with Customers,” (Topic 606): “Narrow-Scope Improvements and Practical Expedients,” which has been deleted. In December 2016, the FASB issued ASU No. 2016-20, “Revenue from Contracts with Customers,” Topic 606: “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”. The amendments in this Update address narrow-scope improvements to the guidance on loan guarantee fees, contract cost-impairment testing, contract costs-interaction of impairment testing with guidance in other topics, provision for losses on construction-type and production-type contracts, scope of topic 606 to exclude all contracts that are within the scope of Topic 944, disclosure of remaining performance obligations, disclosure of prior-period performance obligations, contract modifications, contract asset versus receivable, refund liability, advertising costs, fixed-odds wagering contracts in the casino industry and cost capitalization for advisors to private funds and public funds. The Board decided to issue a separate Update for technical corrections and improvements to Topic 606 and other Topics amended by Update 2014-09 to increase stakeholders’ awareness of the proposals and to expedite improvements to Update 2014-09. This ASU is effective for fiscal years, and interim periods within those years beginning after December 15, 2017 for public companies and 2018 for non-public entities. We adopted the new standard effective May 1, 2018, using the modified retrospective transition method. We developed an implementation plan to adopt this new guidance, which included an assessment of the impact of the new guidance on our financial position and results of operations. We have substantially completed our assessment and have determined that this standard will not have a material impact on our financial position or results of operations, except enhanced disclosure regarding revenue recognition, including disclosures of revenue streams, performance obligations, variable consideration and the related judgments and estimates necessary to apply the new standard. On May 1, 2018, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and for |
3. Restatement of Financial Sta
3. Restatement of Financial Statements | 12 Months Ended |
Apr. 30, 2018 | |
Restatement Of Financial Statements | |
Restatement of Financial Statements | On January 16, 2018, the Company executed a 2-for-1 forward stock split. Accordingly, all references to the numbers of common shares and per share data in the accompanying financial statements have been adjusted to reflect these splits, on a retroactive basis, unless indicated otherwise. Upon further review it was determined the Company’s shareholders’ equity (deficit) had not been adjusted for the above mentioned forward split. The balance at April 30, 2017 of common stock and additional paid-in capital was originally reported at $20,368 and $6,179,489, respectively and revised as $40,737 and $6,159,120, respectively. In addition, the number of common shares issued and outstanding as of April 30, 2017 was originally reported as 737,406 and revised as 40,737,406. The following table summarizes the effects of the revisions on the financial statements for the period reported. Previously Reported Adjustments As revised Consolidated Statement of Shareholders' Equity (Deficit) as of April 30, 2017 Common stock - shares 737,406 40,000,000 40,737,406 Common stock - amount $ 20,368 $ 20,369 $ 40,737 Additional paid-in capital $ 6,179,489 $ (20,369) $ 6,159,120 |
4. Investment In LegatumX
4. Investment In LegatumX | 12 Months Ended |
Apr. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Financial Securities The following table sets forth the components of the Company’s marketable securities at April 30, 2018 and April 30, 2017: As of April 30, 2018 Description Cost Gross Unrealized gain (loss) Aggregate fair value KinerjaPay Common Stock $1,800,000 $ (1,020,000) $ 780,000 There were no financial securities as of April 30, 2017. The KinerjaPay Common Stock was received as compensation and, as such, the Company did not use cash to acquire the securities. Investments in Digital Currencies The following table sets forth the components of the Company’s investments in digital currencies at April 30, 2018: As of April 30, 2018 Digital Currency Tokens Held Fair Value Fair Value per Token BNB 14.88 $ 213.00 $ 14.310000 BTC 81.53 753,371.00 9,240.550000 BTCP 488.44 19,992.00 40.880000 CMT 349.00 - 0.246620 EOS 6,159.98 108,292.00 17.580000 ETH 223.19 149,190.00 669.920000 NANO (5.00) - 8.410000 NEO 684.85 57,713.00 84.270000 OMG 1,298.70 22,018.00 16.950000 QSP 70,713.78 14,968.00 0.210450 QTUM 387.89 8,782.00 22.640000 REP 793.99 31,938.00 40.220000 USDT 0.00 - 0.998919 XVG 0.31 - 0.077202 $ 1,166,477 There were no investments in digital currencies as of April 30, 2017. Equity Investment On February 19, 2018, the Company entered into a Stock Purchase Agreement (“LegatumX Agreement”) with LegatumX, Inc. (“LegatumX”). This investment will the Company with a market share into the legal industry for the storage, authentication and validation of legal documents such as wills, trusts, deeds, mortgages, and more. Under the terms of the LegatumX Agreement, the Company will initially receive 30% of LegatumX’s common stock calculated on a fully diluted basis for a purchase price of $1,300,000. The Company may earn an additional (i) 5%, for a total of 35%, of LegatumX’s common stock if LegatumX realizes $2.3 million in gross proceeds from the sale of the 100,000 shares of our common stock within the 12-month period following the effective date of the Company’s filing of a Form 10 with the SEC (the “Form 10”), or (ii) an additional 10%, for a total of 40%, of LegatumX’s common stock if LegatumX realizes $10.1 million in gross proceeds from the sale of the 100,000 shares of our common stock within the 12-month period following the effective date of the Form 10. As of April 30, 2018, the Company paid $100,000 to LegatumX in exchange for 20% ownership in LegatumX. As of the date of this Report, the Company has paid an additional $20,000 (for a total of $120,000) and issued 100,000 to LegatumX for a total of 25.5% ownership in LegatumX. |
5. Property and Equipment, Net
5. Property and Equipment, Net | 12 Months Ended |
Apr. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment consisted of the following: April 30, 2018 2017 Buildings $ 105,195 $ - Software 7,528 - Total 112,723 - Less: Accumulated depreciation (584) - Property and equipment, net $ 112,139 $ - Depreciation expense was $584 and $0 for the years ended April 30, 2018, and 2017, respectively. |
6. Note Receivable
6. Note Receivable | 12 Months Ended |
Apr. 30, 2018 | |
Note Receivable | |
Note Receivable | On January 17, 2018, the Company entered into a Promissory Note Agreement (“AutoLotto Agreement”) with AutoLotto, Inc., a Delaware corporation. Under the terms of the AutoLotto Agreement, the Company will pay to AutoLotto $1.5 million (the “Principal”) in exchange for a promissory note that will accrue interest at one percent per annum (the “Interest”). All unpaid Principal and Interest are due and payable to the Company at the earlier of (i) the closing of AutoLotto’s initial coin offering of at least $20,000,000 or (ii) AutoLotto’s issuance of equity securities (excluding any conversion or issuance of any note or other convertible security) of at least $20,000,000. In the event AutoLotto does not raise $20,000,000 through an initial coin offering or issuance of equity noted above, any unpaid Principal and Interest will convert to equity at a rate of $250,000,000 divided by the number of common shares outstanding immediately prior to January 17, 2020. As part of the AutoLotto Agreement, the Company also received an option to purchase tokens of the AutoLotto initial coin offering (the “Option”) equal to two times the outstanding unpaid Principal and Interest under the AutoLotto Agreement. The exercise price of the Option will be an undisclosed private pre-sale price, and the Option is exercisable within ten days of AutoLotto providing notice to the Company of its initial coin offering. The Option expires on January 16, 2020. During the year the Company funded $500,000 to AutoLotto in conjunction with the AutoLotto Agreement. The Note Receivable balance for the years ended April 30, 2018 and 2017 was $500,000 and $0, respectively. |
7. Liabilities Discharged in Re
7. Liabilities Discharged in Receivership | 12 Months Ended |
Apr. 30, 2018 | |
Liabilities Discharged In Receivership | |
Liabilities Discharged in Receivership | The Company was dormant from October 2008 through May 15, 2016, until it was placed under the control of a Receiver in Nevada’s Eighth Judicial District pursuant to Case #A14-715484-P (“the Case”). On June 13, 2017, pursuant to an order by the judge presiding over the Case, the Company emerged from receivership and liabilities including accounts payable, accrued expenses, amounts due to related parties, notes payable, and convertible notes amounting to $5,049,131 that had been outstanding since 2009, were officially discharged. As a result, the Company recorded other income, “debt forgiveness” on its income statement for the period ended July 31, 2017. The amount of debt discharged represented substantially all of the Company’s liabilities outstanding as of April 30, 2018. |
8. Note Payable
8. Note Payable | 12 Months Ended |
Apr. 30, 2018 | |
Loans Payable [Abstract] | |
Loans Payable | Note payable consisted of the following: April 30, 2018 April 30, 2017 Note Payable $ - $ 501,112 Total $ - $ 501,112 The interest expense associated with the note payable was $0 and $5,913 for the years ended April 30, 2018 and 2017, respectively. |
9. Deferred Revenue
9. Deferred Revenue | 12 Months Ended |
Apr. 30, 2018 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Deferred Revenue | As of April 30, 2018, deferred revenue amounted to $1,427,285 compared to $0 as of April 30, 2017. The deferred revenue was concentrated in one customer with whom the Company had signed a one-year consulting agreement on January 11, 2018 (the “Consulting Agreement”). Under the terms of the Consulting Agreement with the customer, the value of the contract was comprised of $250,000 in cash and 1,000,000 shares of stock valued at $1.80 per share, or $1,800,000, and was paid in full to the Company prior to the commencement of services. The total value of the contract was $2,050,000. The Company or customer may cancel the Consulting Agreement at any time for any reason whatsoever without an obligation to return any of the consideration received. In the event of such termination, the Company would immediately record the entire deferred liability balance as service revenue. There were no deferred revenue balances as of April 30, 2017. |
10. Due to Related Parties
10. Due to Related Parties | 12 Months Ended |
Apr. 30, 2018 | |
Related Party Transactions [Abstract] | |
Due to Related Parties | In March 2018 and October 2018, Robert Kalkstein, our Principal Financial Officer, loaned to the Company approximately $180,000 and $100,000, respectively, on a credit card for hotel bills related to the Blockchain Unbound events. The short-term loans were repaid within 1-2 days and did not bear any interest. As of April 30, 2018, the balance due to related parties was $0. As of April 30, 2017, the balance due to related parties was $3,981,423. This amount was written off as part of the discharge in receivership described in Note 7. Liabilities Discharged in Receivership. |
11. Commitments and Contingenci
11. Commitments and Contingencies | 12 Months Ended |
Apr. 30, 2018 | |
Commitments And Contingencies | |
Commitments and Contingencies | Occasionally, the Company may be involved in claims and legal proceedings arising from the ordinary course of its business. The Company records a provision for a liability when it believes that is both probable that a liability has been incurred, and the amount can be reasonably estimated. If these estimates and assumptions change or prove to be incorrect, it could have a material impact on the Company’s consolidated financial statements. Contingencies are inherently unpredictable, and the assessments of the value can involve a series of complex judgments about future events and can rely heavily on estimates and assumptions. |
12. Stockholders' Equity (Defic
12. Stockholders' Equity (Deficit) | 12 Months Ended |
Apr. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | The Company has 400,000,000 shares of Common Stock authorized with a par value of $0.001 per share. As of April 30, 2018, and 2017, there were 39,548,579 and 40,737,406 shares of Common Stock outstanding, respectively. The Company has 5,000,000 shares of Series A Preferred Stock (the “preferred shares”) authorized, with a par value of $0.001 per share. The preferred shares shall have no voting rights unless and until such shares are converted into shares of common stock of the Company. Each preferred share is convertible to 40 shares of Common Stock, which is adjusted for the 2-for-1 forward stock split effective January 16, 2018. As of April 30, 2018 and 2017, there were 278,422 and 0 preferred shares outstanding, respectively. Per ASC 230-10-50-3, the Company executed a non-cash financing activity by entering into an agreement with certain shareholders to convert their 12,944,660 shares of Common Stock into 323,617 preferred shares. On March 8, 2018, one shareholder converted 45,195 preferred shares into 1,807,800 shares of Common Stock. As of April 30, 2018, the following dilutive securities calculated using the treasury method were considered equivalents for the purposes of calculating earnings per share: Preferred shares convertible to Common Stock 11,136,860 Warrants 7,637,500 Stock options 234,247 2,000,000 warrants are not yet vested and will vest on January 1, 2019. As such, the 2,000,000 warrants are not considered when calculating dilutive shares for the period. Common Stock Issued in Exchange for Consulting, Professional and Other Services The Company has issued non-statutory stock options, restricted stock purchase awards and stock compensation to directors and consultants. The terms of stock options granted under these plans generally may not exceed 10 years. The Company currently does not have a defined equity incentive plan. Stock issued to directors and consultants have been granted via individual agreements. Share-based payment arrangements were made to compensate independent contractors to perform services as a way to conserve cash as we develop our business. Share-based payments were made in negotiations with each independent contractor and may be in the form of an option to purchase shares of our common stock or restricted shares of our common stock. The following are fair- values at specific dates: Value Date Fair Value ($ per share) December 1, 2017 $ 0.063 January 1, 2018 $ 0.117 February 1, 2018 $ 1.25 March 1, 2018 $ 1.25 April 1, 2018 $ 1.25 ASC 505-50 requires all nonemployee transactions, in which goods or services are the consideration received in exchange for equity instruments, to be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The Company believes these values represent an accurate representation of our fair market value at the specific dates. According to these results above, the Company determined that it did not issue any options below the fair value market price. The Company will keep this valuation in the event the IRS investigates our claims that our OTC-traded price is not a fair representation of our market value on those dates. If the IRS concludes that the OTC-traded price should be used to determine our valuation, there may be penalties to the grantees or to the Company under Section 409A of the Internal Revenue Code. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. The fair value of share options and similar instruments is estimated on the date of grant. The ranges of assumptions for inputs are as follows: ● Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and represents the period of time the options are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. ● Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. ● Expected annual rate of quarterly dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. ● Risk-free rate(s). The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised. During the year ended April 30, 2018, the Company issued 653,333 restricted shares of Common Stock (“RSA”) to independent contractors for professional services. The Company issued the shares of restricted Common Stock for services as outlined in the table below: Value Date Value ($ per share) December 1, 2017 $ 0.063 January 1, 2018 $ 0.117 February 1, 2018 $ 1.25 March 1, 2018 $ 1.25 Preferred Stock Convertible to Common Stock During the year ended April 30, 2018, the Company converted 45,195 preferred shares into 1,807,800 shares of Common Stock. The Company designated 500,000 shares as preferred shares. The Company had agreed to convert certain investor shares of Common Stock into the preferred shares, which are convertible into shares of Common Stock at a rate of one preferred share into forty shares of Common Stock. At April 30, 2018, the Company had 278,422 preferred shares issued and outstanding. The Company is obligated is issue shares of Common Stock to the holders of the preferred shares at the holder’s discretion once the holder submits a notice of conversion to the Company. The Company shall issue the required number of shares of Common Stock at a rate of 40 shares of Common Stock to 1 share of the preferred shares. In addition, the Holders shall have no voting rights unless and until such shares are converted into shares of common stock and must provide written notice to the authorized representative of the Company in order to convert their shares. In no event may the holder convert any preferred shares into Common Stock if, as a result of such conversion, the Holder will own of record and/or beneficially in excess of 4.99% of the outstanding shares of Common Stock. On February 12, 2018, the Company filed a Certificate of Designation with the State of Nevada effective as of November 11, 2017 for a newly authorized Series A Convertible Preferred Stock. A total of 500,000 shares of Series A Convertible Preferred Stock have been authorized of which 278,422 shares were issued and outstanding, as follows: Issuee Name Series A Convertible Preferred Shares JOJ Holdings, LLC (1) 90,922 JFS Investments, Inc. (2) 187,500 Total 278,422 (1) Mr. Justin Schreiber is the control person of JOJ Holdings, LLC. (2) Mr. Joe Salvani is the control person of JFS Investments, Inc. On March 8, 2018, JOJ Holdings, LLC converted 45,195 Series A Preferred Shares into 1,807,800 shares of Common Stock. Stock Purchase Warrants The stock purchase warrants have been accounted for as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments indexed to, and potentially settled in, a company’s own stock, distinguishing liabilities from equity. The Company had a total of 9,637,500 warrants outstanding as of April 30, 2018 as outlined in the table below: Quantity Issued Strike Price Average Remaining Contractual Life (years) Amount Exercised Founders 2,500,000 $ 2.50 4.39 $ – Founders 2,000,000 $ 0.25 2.39 $ – Private Placement 5,137,500 $ 0.25 2.48 $ – Total 9,637,500 $ – Weighted-average exercise price $ 0.83 The $0.83 per share is the weighted-average exercise price of all warrants that have been issued, which are convertible into one share of our Common Stock. 2,000,000 warrants are not yet vested and will vest on January 1, 2019. As such the 2,000,000 warrants are not considered when calculating dilutive shares for the period. |
13. Cost of Goods Sold
13. Cost of Goods Sold | 12 Months Ended |
Apr. 30, 2018 | |
Cost Of Goods Sold | |
Cost of Goods Sold | The cost of goods sold is the direct costs attributable to the production of goods sold. Cost of goods sold primarily consisted of catering and jobs supplies relating to the events portion of the Company’s business. Cost of goods sold for the years ended April 30, 2018 and 2017 were $328,785 and $0, respectively. |
14. Income Taxes
14. Income Taxes | 12 Months Ended |
Apr. 30, 2018 | |
Income Taxes | |
Income Taxes | As of April 30, 2018, the Company has a federal net operating loss carry forwards of approximately $12,140,000 that can be utilized to reduce future taxable income. The net operating loss carry forward will expire through 2024 if not utilized. Utilization of the net operating loss and tax credit carry forward may be subject to substantial annual limitations due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating loss and tax credit carry forwards before utilization. The Company has provided a full valuation allowance on the deferred tax asset because of uncertainty regarding realizability. |
13. Subsequent Events
13. Subsequent Events | 12 Months Ended |
Apr. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | On July 2, 2018, the Company entered into a service agreement with BlakFX to provide consulting services such as building BlakFX’s tokenization model, an ICO Whitepaper, legal and KYC/AML, and technology review or design. The Company will receive $150,000 over six months for the services, plus 0.60% of the total amount of U.S. Dollar raised in BlakCoin, their token. The $150,000 in U.S. Dothat the Company will receive is contingent upon BlakFX raising at least $5,000,000 from any funding source. The Company has begun working on the BlakFX whitepaper. On August 14, 2018, the Company entered into a Promissory Note for the principal amount of $250,000 and a flat rate of $25,000. The Promissory Note is due and payable on September 14, 2018. In conjunction, with the Promissory Note, the Company issued to the holder of the Promissory Note right to purchase 500,000 shares of the Company’s common stock at a per share purchase price of $1.25. On September 5, 2018, the Company entered into a Promissory Note for the principal amount of $100,000 and interest on the principle at the rate of 10%. The Promissory Note is due and payable on September 18, 2018. In conjunction, with the Promissory Note, the Company issued to the holder of the Promissory Note right to purchase 50,000 shares of the Company’s common stock at a per share purchase price of $1.25. On October 9, 2018, the Company entered into a subscription purchase agreement with an accredited investor for $762,606 to purchase 435,775 shares of our common stock at a price of $1.75 per share. The subscription was paid for in Ether and Bitcoin and translated into U.S. Dollars at the then current market values of Ether and Bitcoin to arrive at the U.S. Dollar value of $762,606. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Apr. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying consolidated financial statements for the years ended April 30, 2018 and 2017 have been prepared in accordance and in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding consolidated financial information. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain 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 amounts of revenue and expenses during the periods presented. Actual results could differ from those estimates. Significant estimates made by management are, among others, realizability of long-lived assets, deferred taxes and stock option valuation. Management reviews its estimates on a quarterly basis and, where necessary, makes adjustments prospectively. |
Revenue Recognition | We recognize revenue when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services are rendered; (3) the price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. During the year ended April 30, 2018, we had one contract with a customer to provide services. The Company used the OTC Market price of our customer because we felt the price was readily available and volume of the common stock, which we received as compensation, was fairly liquid to use the OTC Market price as an appropriate valuation. The Company may enter into additional agreements where we receive non-cash assets as compensation, which will require us to use estimates on the value of our services, which will be recorded as revenue. To the extent the Company receives compensation of illiquid non-cash assets, or any asset that may not have a readily determinable fair market value, we may require the use of certain Level 3 fair value estimated as defined by ASC 820. Currently, the Company’s revenue is in the form of consulting services provided to customers, sponsorship fees for promotional material and events and event registration. Revenue is recognized pro rata on a monthly basis over the term of the contractual agreement for consulting services and on the day of the event for promotional material and events and event registration. |
Stock-based compensation | In accordance with ASC 718, Compensation – Stock Based Compensation, and ASC 505, Equity Based Payments to Non-Employees, the Company accounts for share-based payment using the fair value method. Common shares issued to third parties for non-cash consideration are valued based on the fair market value of the services provided or the fair market value of the common stock on the measurement date, whichever is readily determinable. The Company calculates the fair value of option grants utilizing the Black-Scholes pricing model and estimates the fair value of the stock based upon the estimated fair value of the common stock. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. The result of the estimates used in our valuation was approximately $3,222,436 million of stock-based compensation expense for the year ended April 30, 2018, comprised of $2,460,083 of expense related to independent contractors and $762,353 of expense related to options granted to independent contractors. |
Investments in Digital Currencies | The Company uses fair value as its method of accounting for digital currencies (also referred to herein as digital assets) in accordance with the fair value election pursuant to FASB ASC 825, Financial Instruments (“ASC 825”). The Company considers its investments in digital currencies to be analogous to commodities as the Commodity Futures Trading Commission (“CFTC”) determined that Bitcoin and other digital currencies are commodities in September 2015. On March 6, 2018, a United States District Court of New York ruled that the CFTC has standing to exercise its enforcement power over fraud related to virtual currencies sold in interstate commerce. This ruling affirmed the CFTC’s position that digital currencies are subject to the anti-fraud and anti-manipulation enforcement authority, thereby asserting jurisdiction over futures, swaps, and other CFTC regulated derivatives that reference digital currencies. Consistent with the recent ruling, the Company classifies its investment in digital currencies as commodities and are held at fair value. Changes in net unrealized gains or losses for these digital currencies are included in realized and unrealized gains, net on the Consolidated Statement of Income. |
Principle Market and Fair Value Determination | In determining which of the eligible digital currency exchanges is the Company’s principal market for the purpose of determining fair value of individual digital currencies, the Company considers only digital currency exchanges that have an online platform and publish transaction price and volume publicly. In determining which of the eligible digital currency exchanges is the appropriate principal market, the Company reviews these criteria in the following order, for each digital currency being fair valued: First, the Company prepares a list of eligible digital currency exchanges and determines if any meet all of the following three criteria: (i) the digital currency exchange has a USD pairing to allow for USD liquidation to U.S. based customers, (ii) the Company has access to the exchange as a U.S. based customer and can legally open an account on the exchange platform, and (iii) the exchange complies with federal and state licensing requirements and practices regarding anti-money laundering procedures that are applicable to the Company. From the list of eligible digital currency exchanges prepared in accordance with the eligibility criteria noted above, the Company selects the exchange with the highest trading volume and USD pairing for the trailing twelve months, taking into consideration intra-day pricing fluctuations and the degree of variances in price on the digital currency exchanges. Second, if no digital currency exchange meets all of the above criteria, the Company will filter each exchange that has a USD pairing, regardless of whether it is accessible to U.S. based customers. From this list, the Company selects the exchange with the highest trading volume and USD pairing for the trailing twelve months, taking into consideration intra-day pricing fluctuations and the degree of variances in price. Third, if there are no exchanges with USD pairing, the Company will assess exchanges for compliance with federal and state licensing requirements that are applicable to the Company. The Company also assesses each exchange’s practices regarding anti-money laundering procedures. The Company then identifies the pairing with the highest trading volume of the digital currency being fair valued to the digital currency with the highest market capitalization for the prior trailing twelve months, taking into consideration intra-day pricing fluctuations and the degree of variances in price on digital currency exchanges. The Company determines its principal market annually for each digital currency held to determine if (i) there have been recent changes to each digital currency exchange’s transaction volume in the prior trailing twelve months, (ii) if any digital currency exchanges have fallen out of, or come into, compliance with applicable regulatory requirements, (iii) if there have been any digital currency exchanges that have added a USD pairing, (iv) if exchanges previously inaccessible to the Company are now accessible, or (v) if recent changes to each exchange price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Company’s determination of its principal market. |
Investments in SAFTs and Pre-ICO Tokens | The Company enters into simple agreements for future tokens (“SAFT”) in which the Company invests in a company for a promise of access to future product of the company. Investments in SAFT agreements are carried at cost. The Company had investments in the following companies as of April 30, 2018: KinerjaPay ICO(KPAY) On January 11, 2018, the Company entered into an advisory agreement to provide Initial Coin Offering (“ICO”) services to PT KinerjaPay Indonesia, an Indonesian company and a wholly-owned subsidiary of KinerjaPay Corp., a Delaware corporation (OTCQB: KPAY) (“KPAY”). As consideration for entering into the advisory agreement and providing services related to administering the KinerjaPay ICO and establishing a Digital Asset Exchange in Indonesia, we were paid $250,000 in cash, and received 1,000,000 restricted shares of KinerjaPay’s common stock, having a market value approximately $1,800,000 based upon the closing price of the KPAY shares on the OTCQB of $1.80 on January 11, 2018. In addition, we shall receive a 50% equity ownership in an Indonesian-based Digital Asset Exchange which has yet to be formed. Per the advisory agreement, the Company, in conjunction with Fintech Financial Consultants, Inc. (“FFCI”) shall provide to the Company the following Advisory Services (“Services”): ● Consulting related to the launch of the ICO and the establishment of a market on the Exchange for which to trade and transfer digital tokens; ● Introductions to third parties with marketing and advisory experience potentially relevant to the ICO; and ● Creation of the Exchange and a full complement of related pre-sale support, functionality and acquisitions concerning digital tokens. As part of the Services, the Company and FFCI will formulate, develop, structure, establish, administer and operate the Exchange. Such Services may include but shall not be limited to consulting and advisory services regarding trading, price discovery and settlement/clearing, as well as, due diligence, escrow, underwriting and providing communication platforms to enable the adoption of new products and technologies and to attract investors. The Company was previously working through its Japanese partner to assist KPAY with its coin offering. A visit was made to Indonesia to collect additional data and develop strategy, however due to a sharp reduction in demand for digital assets, the advisory work is still underway and will resume at the appropriate time in the future. There are no disagreements between KPAY and Blockchain Industries and we anticipate being able to assist them in the future with the their contemplated ICO. The equity interests of the Exchange Entity shall be beneficially owned one-half (50%) by KPAY and one-half (50%) by the Company. The Company and FFCI having made other arrangements between themselves, and FFCI acknowledges and agrees that FFCI shall have no equity interest in the Exchange Entity. The Exchange Entity shall initially be funded pursuant to a contribution by KPAY of Two Hundred Fifty Thousand U.S. Dollars ($250,000 USD) from the proceeds generated by the ICO (the “Startup Contribution”). KPAY and the Company shall contribute such additional capital to the Exchange Entity as mutually agreed upon to be necessary and appropriate for the operation of the Exchange and in proportion to their respective ownership interests in the Exchange Entity. If the Company and/or FFCI advance funds to the Exchange Entity prior to KPAY’s funding of the Startup Contribution, the Company and/or FFCI, as the case may be, shall be entitled to prompt reimbursement for the entire amount of such funds so advanced. Chimes ICO On December 19, 2017 and February 5, 2018, the Company entered into two agreements with Chimes Broadcasting, Inc. (“Chimes”) to purchase 500,000 equity tokens for $400,000 (the “Chimes Equity Tokens”). As of the year ended April 30, 2018, the Company has disbursed $400,000 to Chimes in exchange for 500,000 Chimes Equity Tokens, to be issued at a later date, representing less than 1% (0.5%) ownership in Chimes. There are 100,000,000 authorized Chimes Equity Tokens, which share the same economic benefits to common shareholders of Chimes, however, the Chimes Equity Tokens are non-voting shares. In addition, the Company entered into two Simple Agreements for Future Tokens (“SAFTs”) with Chimes Broadcasting, Inc. which grants us the option to purchase future utility tokens for use on the Chimes network platform. To date, the Company has disbursed $100,000 to Chimes for an amount of CHIME tokens yet to be determined. The Company has not been issued or received any CHIME tokens to date. AutoLotto On January 17, 2018, the Company entered into a Promissory Note Agreement (“AutoLotto Agreement”) with AutoLotto, Inc., a Delaware corporation. Under the terms of the AutoLotto Agreement, the Company will pay to AutoLotto $1.5 million (the Principal”) in exchange for a promissory note that will accrue interest at one percent per annum (the “Interest”). All unpaid Principal and Interest are due and payable to the Company at the earlier of (i) the closing of AutoLotto’s initial coin offering of at least $20,000,000 or (ii) AutoLotto’s issuance of equity securities (excluding any conversion or issuance of any note or other convertible security) of at least $20,000,000. In the event AutoLotto does not raise $20,000,000 through an initial coin offering or issuance of equity noted above, any unpaid Principal and Interest will convert to equity at a rate of $250,000,000 divided by the number of common shares outstanding immediately prior to January 17, 2020. As part of the AutoLotto Agreement, the Company also received an option to purchase tokens of the AutoLotto initial coin offering (the “Option”) equal to two times the outstanding unpaid Principal and Interest under the AutoLotto Agreement. The exercise price of the Option will be an undisclosed private pre-sale price, and the Option is exercisable within ten days of AutoLotto providing notice to the Company of its initial coin offering. The Option expires on January 16, 2020. Academy On January 30, 2018, the Company invested $250,000 into Academy Token, a utility token that will be used as a means of paying for immersive training programs, educational offerings, and to access online content related to blockchain technology. Academy intends to address the shortfall in the supply of blockchain developers due to the increasing demand of blockchain technology. Coral Health On January 31, 2018, the Company invested $250,000 into the Coral Health utility token. Coral Health aims to align the interests of different players in the healthcare ecosystem. Coral Health intends to utilize blockchain technology to accelerate the uptake of personalized medicine, incorporating all levels of healthcare from patient records, payments, insurance, prescriptions, clinical trials and monitoring. Basecoin & Origin Protocol On February 13, 2018 and February 20, 2018, the Company entered into two separate subscription agreements with KR CRYPTO SPE, LLC, a special-purpose entity, for the purpose of acquiring tokens of Basecoin and Origin Protocol, respectively. The Company invested $100,000 and $50,000 into the subscription agreements for Basecoin and Origin Protocol, respectively. Basecoin’s token will be utilized as a form of controlling the supply and demand of fiat-based currencies to expand or contract the money-supply, similar to how current central banks attempt to maintain a normalized supply and demand of their respective fiat currencies. The Origin Protocol utilizes the Ethereum blockchain, allowing developers to build decentralized marketplaces to facilitate the shared economy, such as home rentals, ride share and bike share, without intermediary companies such as Airbnb and Uber. BlockEx On February 16, 2018, we entered into a Private Token Purchase Commitment Form (“BlockEx Agreement”) with BlockEx Limited (“BlockEx”) a privately held limited liability company incorporated under the laws of Gibraltar. Under the terms of the BlockEx Agreement, the Company agreed to purchase up to 5,714,285.71 Digital Asset Exchange Tokens (“DAXT”) from the Company for 2,000,000 Euros, or at the time of the purchase, approximately $2,481,600 USD. As of the date of this Report, the Company has purchased tokens amounting to approximately 1,428,571 tokens for a purchase price of 395,069.53 Euros, approximately $500,000 USD. The tokens were issued to the Company in June 2018. The Company filled the 2,000,000 Euro obligation for the BlockEx Agreement by pooling with other investors for the remaining 1,604,930 Euros. The remaining 4,285,714.71 DAXT will be issued to the investor pool. This investment provides the Company with exposure to a digital asset exchange platform. The BlockEx platform provides an institutional exchange, white-labeled brokerage software, and the ability to launch ICO’s. DAXT is BlockEx’s ICO. It is a utility token. Only holders of DAXT will be able to access the pre-sale feature of ICOs in BlockEx Markets. DAXT must be burnt each time a customer uses it to purchase ICOs on a pre-sale basis. Wireline On February 6, 2018, the Company invested $20,000 into Wireline tokens (“WRL”). These tokens are offered by Wireline Developer Fund, Inc., a Cayman Islands company established to launch a network platform that enables developers to create applications and services that dynamically discover, interact, and trade with each other using smart contracts. Wireline is the decentralized network and registry for serverless cloud computing. Services running on Wireline benefit from the scaling and high-availability guarantees of internet-scale serverless architecture; the blockchain-backed registry provides a decentralized mechanism for service discovery and coordination. VideoCoin On January 23, 2018, the Company invested $50,000 into VideoCoin tokens. These tokens are offered by VideoCoin Development Association, LTD which develops and operates VideoCoin Network, a decentralized platform for video encoding, video storage, and video distribution. The company's platform turns cloud-based video services into an algorithmic market running on a blockchain with a VideoCoin token. The platform also captures unused computing capacity while providing tokenized rewards for users that participate in decentralizing video content processing through the network. The company is based in Los Angeles, California. LegatumX On February 19, 2018, the Company entered into a Stock Purchase Agreement (“LegatumX Agreement”) with LegatumX, Inc. (“LegatumX”). This investment will provide us with a market share into the legal industry for the storage, authentication and validation of legal documents such as wills, trusts, deeds, mortgages, and more. We expect that the Media and Education segment of our business will be able to assist this company in marketing their products to consumers worldwide, although we will be starting with U.S. consumers. Under the terms of the LegatumX Agreement, we will initially receive 30% of LegatumX’s common stock calculated on a fully diluted basis for a purchase price of $1,300,000: Amount paid by Company Paid or Due on $100,000 February 19, 2018 $200,000 May 20, 2018 100,000 shares of our Common Stock (1) March 1, 2018 (1) The value of our Common Stock for this agreement was valued at $10 per share. The Company may earn an additional (i) 5%, for a total of 35%, of LegatumX’s common stock if LegatumX realizes $2.3 million in gross proceeds from the sale of the 100,000 shares of our common stock within the 12-month period following the effective date of the Company’s filing of a Form 10 with the SEC (the “Form 10”), or (ii) an additional 10%, for a total of 40%, of LegatumX’s common stock if LegatumX realizes $10.1 million in gross proceeds from the sale of the 100,000 shares of our common stock within the 12-month period following the effective date of the Form 10. As of April 30, 2018, the Company paid $100,000 to LegatumX in exchange for 20% ownership in LegatumX. As of the date of this Report, the Company has paid an additional $20,000 (for a total of $120,000) and issued 100,000 shares of our common stock to LegatumX for a total of 25.5% ownership in LegatumX. |
Fair Value Measurements | The Company applies ASC 820, Fair Value Measurement The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these instruments. The Company had no Level 3 financial assets or liabilities as of April 30, 2018 and 2017. The Company uses Level 1 of the fair value hierarchy to measure the fair value of investments in common equity securities. The Company uses Level 2 of the fair value hierarchy to measure the fair value of investments in digital currencies. The Company revalues such assets at every reporting period and recognizes gains or losses as revenue and cost of revenue respectively in the consolidated statements of operations that are attributable to the change in the fair value of the digital currencies. Refer to the table below for a breakout of the Company’s investments in digital currencies and traditional securities as of April 30, 2018: Fair Value Measurement Using Carrying value Level 1 Level 2 Level 3 Total April 30, 2018 Assets Investments in digital currencies $ 1,166,477 $ - $ 1,166,477 $ - $ 1,166,477 BNB 213 - 213 - 213 BTC 753,371 - 753,371 - 753,371 BTCP 19,992 - 19,992 - 19,992 EOS 108,292 - 108,292 - 108,292 ETH 149,190 - 149,190 - 149,190 NEO 57,713 - 57,713 - 57,713 OMG 22,018 - 22,018 - 22,018 QSP 14,968 - 14,968 - 14,968 QTUM 8,782 - 8,782 - 8,782 REP 31,938 - 31,938 - 31,938 Investments in securities KinerjaPay 780,000 780,000 - - 780,000 $ 1,946,477 $ 780,000 $ 1,166,477 $ - $ 1,946,477 There were no financial securities or investments in digital assets as of April 30, 2017. The KinerjaPay Common Stock was received as compensation and, as such, the Company did not use cash to acquire the securities. |
Deferred Revenue | The Company has deferred revenue from its first consulting contract for the KPAY agreement. The Company determined that its obligations would be met evenly over the course of the contract and, as such, will record revenue evenly over the course of the agreement. Estimated used in the determination of value and duration may change on a per-contract basis and, in addition, the Company could change the original estimates used for a specific contract depending on changes over the course of contracts with customers. For example, the KPAY agreement is currently being recorded evenly over one year, however, the Company may determine the obligations to have all been met early and may decide to record the remaining, unearned revenue immediately. |
Going Concern | We will need additional working capital for ongoing operations, which raises substantial doubt about our ability to continue as a going concern. Management of the Company is working on a strategy to meet future operational goals which may include equity funding, short term or long-term financing or debt financing, to enable the Company to reach profitable operations, however, there can be no assurances that the plan will succeed, nor that the Company will be able to execute its plans. |
Cost of Goods Sold | The cost of goods sold is the direct costs attributable to the production of goods sold. Cost of goods sold primarily consisted of catering and jobs supplies relating to the events portion of the Company’s business. |
Stock-based compensation | The Company follows the provisions of ASC 718, “Share-Based Payment” and ASC 505-50 “Equity-Based Payments to Non-Employees”. Under this guidance compensation cost generally is recognized at fair value on the date of the grant and amortized over the respective vesting periods. The fair value of options at the date of grant is estimated using the Black-Scholes option pricing model. The expected option life is derived from assumed exercise rates based upon historical exercise patterns and represents the period of time that options granted are expected to be outstanding. The expected volatility is based upon historical volatility of the Company’s shares using weekly price observations over an observation period that approximates the expected life of the options. The risk-free rate approximates the U.S. Treasury yield curve rate in effect at the time of grant for periods similar to the expected option life. Due to limited history of forfeitures, the estimated forfeiture rate included in the option valuation was zero. While ASC 505-50 does not specifically indicate which period expenses should be recognized, the guidance does indicate that the expenses should be recognized in the same period as when the services were performed. The stock-based compensation, that are expensed at fair value, accrue over the service period (vesting period) and are re-measured every period until they are settled if the services are to be performed over a period of time. On the vesting date, a final adjustment is made to reconcile the prior expenses. Note that if the performance requirements have been met but grant has expired, the expenses are not reversed. However, if the performance requirements have not been met then the expenses are reversed. Many of the assumptions require significant judgment and any changes could have a material impact in the determination of stock-based compensation expense. |
Stock Purchase Warrants | The Company accounts for warrants issued to purchase shares of its Common Stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market funds, the fair value of which approximates cost. The Company maintains its cash balances with a high-credit-quality financial institution. At times, such cash may be in excess of the Federal Deposit Insurance Corporation-insured limit of $250,000. The Company has not experienced any losses in such accounts, and management believes the Company is not exposed to any significant credit risk on its cash and cash equivalents. The Company classifies certain accounts holding Bitcoin and Ethereum to be cash equivalents and records them at their initial cost, and subsequently remeasures the carrying amounts it owns at each reporting date based on their current fair value. The changes in the fair value are included as a component of income or loss from operations. The Company considers certain accounts holding Bitcoin and Ethereum as cash because they are readily convertible to U.S. Dollars and the Company has used these currencies to receive and make payments for services. The Company obtains the equivalency rate of Bitcoins and Ethereum to U.S. Dollars by using the historical values from Coin Market Cap (https://coinmarketcap.com). The equivalency rate obtained represents a generally well recognized quoted price in an active market for Bitcoin and Ethereum, which website is accessible to the Company on an ongoing basis. The Company may maintain its Bitcoin and Ethereum in wallets of an online exchange or in a cold storage wallet. |
Property and Equipment | Property and equipment are stated at cost or fair value if acquired as part of a business combination. Depreciation is computed by the straight-line method and is charged to operations over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred. The carrying amount and accumulated depreciation of assets sold or retired are removed from the accounts in the year of disposal and any resulting gain or loss is included in results of operations. The Company currently is in the process of building a mining facility for Digital Assets. All cost associated with that project, including the architectural, designs, and planning cost are being capitalized until the completion of the project. Property and equipment are stated at cost and depreciated on a straight-line basis over their estimated useful lives. Useful lives are 10 years for software and 10 years for buildings. |
Basic and Diluted Net Loss Per Share | Net earnings or loss per share is calculated in accordance with SFAS No. 128, Earnings Per Share for the period presented. Basic earnings, net loss per share is based upon the weighted average number of common shares outstanding. Fully diluted earnings per share is based on the assumption includes dilutive equivalents such as warrants, stock options, and convertible preferred stock. |
Recent Accounting Pronouncements | Recently Adopted Accounting Standards In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2017-01, Business Combinations: Clarifying the Definition of a Business In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” Topic 606. This Update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards. The guidance in this Update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to illustrate the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also includes a cohesive set of disclosure requirements that will provide users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a reporting organization’s contracts with customers. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers,” Topic 606: “Identifying Performance Obligations and Licensing”. This Update clarifies guidance related to identifying performance obligations and licensing implementation guidance contained in the new revenue recognition standard. The Update includes targeted improvements based on input the Board received from the Transition Resource Group for Revenue Recognition and other stakeholders. The update seeks to proactively address areas in which diversity in practice potentially could arise, as well as to reduce the cost and complexity of applying certain aspects of the guidance both at implementation and on an ongoing basis. In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers,” Topic 606: “Narrow-Scope Improvements and Practical Expedients”. The amendments in this Update address narrow-scope improvements to the guidance on collectability, noncash consideration, and completed contracts at transition. Additionally, the amendments in this Update provide a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. This ASU is the final version of Proposed Accounting Standards Update 2015-320, “Revenue from Contracts with Customers,” (Topic 606): “Narrow-Scope Improvements and Practical Expedients,” which has been deleted. In December 2016, the FASB issued ASU No. 2016-20, “Revenue from Contracts with Customers,” Topic 606: “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”. The amendments in this Update address narrow-scope improvements to the guidance on loan guarantee fees, contract cost-impairment testing, contract costs-interaction of impairment testing with guidance in other topics, provision for losses on construction-type and production-type contracts, scope of topic 606 to exclude all contracts that are within the scope of Topic 944, disclosure of remaining performance obligations, disclosure of prior-period performance obligations, contract modifications, contract asset versus receivable, refund liability, advertising costs, fixed-odds wagering contracts in the casino industry and cost capitalization for advisors to private funds and public funds. The Board decided to issue a separate Update for technical corrections and improvements to Topic 606 and other Topics amended by Update 2014-09 to increase stakeholders’ awareness of the proposals and to expedite improvements to Update 2014-09. This ASU is effective for fiscal years, and interim periods within those years beginning after December 15, 2017 for public companies and 2018 for non-public entities. We adopted the new standard effective May 1, 2018, using the modified retrospective transition method. We developed an implementation plan to adopt this new guidance, which included an assessment of the impact of the new guidance on our financial position and results of operations. We have substantially completed our assessment and have determined that this standard will not have a material impact on our financial position or results of operations, except enhanced disclosure regarding revenue recognition, including disclosures of revenue streams, performance obligations, variable consideration and the related judgments and estimates necessary to apply the new standard. On May 1, 2018, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers and for all open contracts and related amendments as of May 1, 2018 using the modified retrospective method. Results for reporting periods beginning after May 1, 2018 will be presented under ASC 606, while the comparative information will not be restated and will continue to be reported under the accounting standards in effect for those periods. Recently Issued Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted the provisions of this ASU effective May 1, 2017. The adoption of this update did not have an impact on the Company’s financial statements. In March 2016, the FASB issued ASU 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting (ASU 2016-07). ASU 2016-07 eliminates the requirement that when an investment, initially accounted for under a method other than the equity method of accounting, subsequently qualifies for use of the equity method, an investor must retrospectively apply the equity method in prior periods in which it held the investment. This requires an investor to determine the fair value of the investee’s underlying assets and liabilities retrospectively at each investment date and revise all prior periods as if the equity method had always been applied. The new guidance requires the investor to apply the equity method prospectively from the date the investment qualifies for the equity method. The investor will add the carrying value of the existing investment to the cost of the additional investment to determine the initial cost basis of the equity method investment. ASU 2016-07 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, and early adoption is permitted. The Company adopted ASU 2016-07 in the first quarter of fiscal 2018. The adoption of ASU 2016-07 in the first quarter of fiscal 2018 did not impact the Company's financial position or results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments In May 2017, the FASB issued ASU No 2017-09 Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures. |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Apr. 30, 2018 | |
Summary Of Significant Accounting Policies | |
Schedule of Stock Purchase Agreement | Amount paid by Company Paid or Due on $100,000 February 19, 2018 $200,000 May 20, 2018 100,000 shares of our Common Stock (1) March 1, 2018 |
Fair Value of Digital Currencies | Fair Value Measurement Using Carrying value Level 1 Level 2 Level 3 Total April 30, 2018 Assets Investments in digital currencies $ 1,166,477 $ - $ 1,166,477 $ - $ 1,166,477 BNB 213 - 213 - 213 BTC 753,371 - 753,371 - 753,371 BTCP 19,992 - 19,992 - 19,992 EOS 108,292 - 108,292 - 108,292 ETH 149,190 - 149,190 - 149,190 NEO 57,713 - 57,713 - 57,713 OMG 22,018 - 22,018 - 22,018 QSP 14,968 - 14,968 - 14,968 QTUM 8,782 - 8,782 - 8,782 REP 31,938 - 31,938 - 31,938 Investments in securities KinerjaPay 780,000 780,000 - - 780,000 $ 1,946,477 $ 780,000 $ 1,166,477 $ - $ 1,946,477 |
3. Restatement of Financial S_2
3. Restatement of Financial Statements (Tables) | 12 Months Ended |
Apr. 30, 2018 | |
Restatement Of Financial Statements Tables Abstract | |
Restatement of Financial Statements | Previously Reported Adjustments As revised Consolidated Statement of Shareholders' Equity (Deficit) as of April 30, 2017 Common stock - shares 737,406 40,000,000 40,737,406 Common stock - amount $ 20,368 $ 20,369 $ 40,737 Additional paid-in capital $ 6,179,489 $ (20,369) $ 6,159,120 |
4. Investment In LegatumX (Tabl
4. Investment In LegatumX (Tables) | 12 Months Ended |
Apr. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Marketable Securities | As of April 30, 2018 Description Cost Gross Unrealized gain (loss) Aggregate fair value KinerjaPay Common Stock $1,800,000 $ (1,020,000) $ 780,000 |
Schedule of Investments in Digital Currencies | As of April 30, 2018 Digital Currency Tokens Held Fair Value Fair Value per Token BNB 14.88 $ 213.00 $ 14.310000 BTC 81.53 753,371.00 9,240.550000 BTCP 488.44 19,992.00 40.880000 CMT 349.00 - 0.246620 EOS 6,159.98 108,292.00 17.580000 ETH 223.19 149,190.00 669.920000 NANO (5.00) - 8.410000 NEO 684.85 57,713.00 84.270000 OMG 1,298.70 22,018.00 16.950000 QSP 70,713.78 14,968.00 0.210450 QTUM 387.89 8,782.00 22.640000 REP 793.99 31,938.00 40.220000 USDT 0.00 - 0.998919 XVG 0.31 - 0.077202 $ 1,166,477 |
5. Property and Equipment, Net
5. Property and Equipment, Net (Tables) | 12 Months Ended |
Apr. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | April 30, 2018 2017 Buildings $ 105,195 $ - Software 7,528 - Total 112,723 - Less: Accumulated depreciation (584) - Property and equipment, net $ 112,139 $ - |
8. Note Payable (Tables)
8. Note Payable (Tables) | 12 Months Ended |
Apr. 30, 2018 | |
Note Payable | |
Schedule of Loans Payable | April 30, 2018 April 30, 2017 Loans Payable $ - $ 501,112 Total $ - $ 501,112 |
12. Stockholders' Equity (Def_2
12. Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Apr. 30, 2018 | |
Equity [Abstract] | |
Schedule of dilutive securities | Preferred shares convertible to Common Stock 11,136,860 Warrants 7,637,500 Stock options 234,247 |
Schedule of stock issued for services | Value Date Fair Value ($ per share) December 1, 2017 $ 0.063 January 1, 2018 $ 0.117 February 1, 2018 $ 1.25 March 1, 2018 $ 1.25 April 1, 2018 $ 1.25 Value Date Value ($ per share) December 1, 2017 $ 0.063 January 1, 2018 $ 0.117 February 1, 2018 $ 1.25 March 1, 2018 $ 1.25 |
Schedule of preferred notes convertible to common stock | Issuee Name Series A Convertible Preferred Shares JOJ Holdings, LLC (1) 90,922 JFS Investments, Inc. (2) 187,500 Total 278,422 |
Schedule of warrants outstanding | Quantity Issued Strike Price Average Remaining Contractual Life (years) Amount Exercised Founders 2,500,000 $2.50 4.39 $– Founders 2,000,000 $0.25 2.39 $– Private Placement 5,137,500 $0.25 2.48 $– Total 9,637,500 $– Weighted-average exercise price $0.83 |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Apr. 30, 2018USD ($)shares | |
February 19, 2018 | |
Amount paid by Company | $ 100,000 |
May 20, 2018 | |
Amount paid by Company | $ 200,000 |
March 1, 2018 | |
Amount paid by Company, shares | shares | 100,000 |
2. Summary of Significant Acc_5
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2018 | Apr. 30, 2017 | |
Acccumulated deficit | $ (12,023,775) | $ (11,228,988) |
Computer software and office equipment [Member] | ||
Estimated lives of property and equipment | 1-5 years | |
Furniture and Fixtures [Member] | ||
Estimated lives of property and equipment | 5-10 years | |
Mining Facility [Member] | ||
Estimated lives of property and equipment | No depreciation is taken until the project is completed and placed into service |
4. Investment In LegatumX (Deta
4. Investment In LegatumX (Details) - Kinerjay Pay Common Stock [Member] | 12 Months Ended |
Apr. 30, 2018USD ($) | |
Marketable securities - cost | $ 1,800,000 |
Gross unrealized gain (loss) | (1,020,000) |
Marketable securities - fair value | $ 780,000 |
4. Investment In LegatumX (De_2
4. Investment In LegatumX (Details 1) | 12 Months Ended |
Apr. 30, 2018USD ($)$ / sharesshares | |
Fair Value | $ 1,166,477 |
BNB | |
Tokens Held | shares | 14.88 |
Fair Value | $ 213 |
Fair Value per Token | $ / shares | $ 14.31 |
BTC | |
Tokens Held | shares | 81.53 |
Fair Value | $ 753,371 |
Fair Value per Token | $ / shares | $ 9,240.55 |
BTCP | |
Tokens Held | shares | 488.44 |
Fair Value | $ 19,992 |
Fair Value per Token | $ / shares | $ 40.88 |
CMT | |
Tokens Held | shares | 349 |
Fair Value | $ 0 |
Fair Value per Token | $ / shares | $ 0.24662 |
EOS | |
Tokens Held | shares | 6,159.98 |
Fair Value | $ 108,292 |
Fair Value per Token | $ / shares | $ 17.58 |
ETH | |
Tokens Held | shares | 223.19 |
Fair Value | $ 149,190 |
Fair Value per Token | $ / shares | $ 669.92 |
NANO | |
Tokens Held | shares | (5) |
Fair Value | $ 0 |
Fair Value per Token | $ / shares | $ 8.41 |
NEO | |
Tokens Held | shares | 684.85 |
Fair Value | $ 57,713 |
Fair Value per Token | $ / shares | $ 84.27 |
OMG | |
Tokens Held | shares | 1,298.70 |
Fair Value | $ 22,018 |
Fair Value per Token | $ / shares | $ 16.95 |
QSP | |
Tokens Held | shares | 70,713.78 |
Fair Value | $ 14,968 |
Fair Value per Token | $ / shares | $ 0.21045 |
QTUM | |
Tokens Held | shares | 387.89 |
Fair Value | $ 8,782 |
Fair Value per Token | $ / shares | $ 22.64 |
REP | |
Tokens Held | shares | 793.99 |
Fair Value | $ 31,938 |
Fair Value per Token | $ / shares | $ 40.22 |
USDT | |
Tokens Held | shares | 0 |
Fair Value | $ 0 |
Fair Value per Token | $ / shares | $ 0.998919 |
XVG | |
Tokens Held | shares | 0.31 |
Fair Value | $ 0 |
Fair Value per Token | $ / shares | $ 0.077202 |
5. Property and Equipment, Ne_2
5. Property and Equipment, Net (Details) - USD ($) | Apr. 30, 2018 | Apr. 30, 2017 |
Property and equipment cost | $ 112,723 | $ 0 |
Accumulated depreciation | (584) | 0 |
Property and equipment net | 112,139 | 0 |
Buildings | ||
Property and equipment cost | 105,195 | 0 |
Software | ||
Property and equipment cost | $ 7,528 | $ 0 |
7. Loans Payable (Details)
7. Loans Payable (Details) - USD ($) | Apr. 30, 2018 | Apr. 30, 2017 |
Loans Payable Details Abstract | ||
Note payable | $ 0 | $ 501,112 |
9. Deferred Revenue (Details Na
9. Deferred Revenue (Details Narrative) - USD ($) | Apr. 30, 2018 | Apr. 30, 2017 |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Deferred revenue | $ 1,427,285 | $ 0 |
10. Due to Related Parties (Det
10. Due to Related Parties (Details Narrative) - USD ($) | Apr. 30, 2018 | Apr. 30, 2017 |
Related Party Transactions [Abstract] | ||
Due to related parties | $ 0 | $ 3,981,423 |
12. Stockholders' Equity (Def_3
12. Stockholders' Equity (Deficit) (Details) | 12 Months Ended |
Apr. 30, 2018shares | |
Preferred shares convertible to common stock [Member] | |
Antidilutive shares | 11,136,860 |
Warrants [Member] | |
Antidilutive shares | 7,637,500 |
Stock Options [Member] | |
Antidilutive shares | 234,247 |
12. Stockholders' Equity (Def_4
12. Stockholders' Equity (Deficit) (Details 1) | 12 Months Ended |
Apr. 30, 2018$ / shares | |
Issuance 1 [Member] | |
Value date | Dec. 1, 2017 |
Value per share | $ 0.06 |
Issuance 2 [Member] | |
Value date | Jan. 1, 2018 |
Value per share | $ 0.12 |
Issuance 3 [Member] | |
Value date | Feb. 1, 2018 |
Value per share | $ 1.25 |
Issuance 4 [Member] | |
Value date | Mar. 1, 2018 |
Value per share | $ 1.25 |
Issuance 5 [Member] | |
Value date | Apr. 1, 2018 |
Value per share | $ 1.25 |
Issuance 6 [Member] | Restricted Stock [Member] | |
Value date | Dec. 1, 2017 |
Value per share | $ 0.063 |
Issuance 7 [Member] | Restricted Stock [Member] | |
Value date | Jan. 1, 2018 |
Value per share | $ 0.117 |
Issuance 8 [Member] | Restricted Stock [Member] | |
Value date | Feb. 1, 2018 |
Value per share | $ 1.25 |
Issuance 9 [Member] | Restricted Stock [Member] | |
Value date | Mar. 1, 2018 |
Value per share | $ 1.25 |
12. Stockholders' Equity (Def_5
12. Stockholders' Equity (Deficit) (Details 2) | 12 Months Ended |
Apr. 30, 2018shares | |
Series A Convertible Preferred Shares | 278,422 |
JOJ Holdings, LLC [Member] | |
Series A Convertible Preferred Shares | 90,922 |
JFS Investments, Inc. [Member] | |
Series A Convertible Preferred Shares | 187,500 |
12. Stockholders' Equity (Def_6
12. Stockholders' Equity (Deficit) (Details 3) - Warrants [Member] | 12 Months Ended |
Apr. 30, 2018$ / sharesshares | |
Warrants outstanding | 9,637,500 |
Private Placement [Member] | |
Warrants outstanding | 5,137,500 |
Warrant strike price | $ / shares | $ 0.25 |
Warrant average remaining life | 2 years 5 months 23 days |
Founders [Member] | |
Warrants outstanding | 2,500,000 |
Warrant strike price | $ / shares | $ 2.50 |
Warrant average remaining life | 4 years 4 months 20 days |
Founders 2 [Member] | |
Warrants outstanding | 2,000,000 |
Warrant strike price | $ / shares | $ 0.25 |
Warrant average remaining life | 2 years 4 months 20 days |