Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Apr. 30, 2017 | Jul. 28, 2017 | Oct. 31, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | MMEX Resources Corp | ||
Entity Central Index Key | 1,440,799 | ||
Document Type | S1 | ||
Document Period End Date | Apr. 30, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --04-30 | ||
Is Entity a Well-known Seasoned Issuer | No | ||
Is Entity a Voluntary Filer | No | ||
Is Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 836,800 | ||
Entity Common Stock, Shares Outstanding | 1,453,013,078 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Apr. 30, 2017 | Apr. 30, 2016 |
Current assets: | ||
Cash | $ 54,513 | $ 1,030 |
Total current assets | 54,513 | 1,030 |
Property and equipment, net | 386 | |
Total assets | 54,513 | 1,416 |
Current liabilities: | ||
Accounts payable | 694,664 | 651,188 |
Accrued expenses | 912,870 | 984,387 |
Accrued expenses - related party | 70,670 | 64,420 |
Notes payable, currently in default | 375,001 | 375,001 |
Convertible notes payable, net of discount of $0 and $0 at April 30, 2017 and 2016, respectively, currently in default | 195,000 | 195,000 |
Convertible note payable, net of discount of $136,284 and $0 atApril 30, 2017 and 2016, respectively | 8,716 | |
Convertible preferred stock, currently in default | 137,500 | 137,500 |
Derivative liabilities | 6,610,001 | 395,619 |
Total current liabilities | 9,004,422 | 2,803,115 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Common stock payable | 307,978 | 3,395,483 |
Additional paid-in capital | 25,551,533 | 24,154,130 |
Non-controlling interest | (378,443) | (376,619) |
Accumulated (deficit) | (36,918,594) | (30,155,127) |
Total stockholders' deficit | (8,949,909) | (2,801,699) |
Total liabilities and stockholders' deficit | 54,513 | 1,416 |
Common Class A [Member] | ||
Stockholders' deficit: | ||
Common Stock Value | 987,617 | 180,434 |
Common Class B [Member] | ||
Stockholders' deficit: | ||
Common Stock Value | $ 1,500,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Apr. 30, 2017 | Apr. 30, 2016 |
Current liabilities: | ||
Convertible notes, net of discount currently in default | $ 0 | $ 0 |
Convertible note payable, net of discount | $ 136,284 | $ 0 |
Common Class A [Member] | ||
Stockholders' deficit: | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, Authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, Issued | 987,616,168 | 180,432,013 |
Common stock, outstanding | 987,616,168 | 180,432,013 |
Common Class B [Member] | ||
Stockholders' deficit: | ||
Common stock, Authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, Issued | 1,500,000,000 | 0 |
Common stock, outstanding | 1,500,000,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Apr. 30, 2017 | Apr. 30, 2016 | |
Condensed Consolidated Statements Of Operations | ||
Revenues | ||
Operating Expenses: | ||
General and administrative expenses | 211,160 | 231,292 |
Refinery start-up costs | 372,560 | |
Depreciation and amortization | 386 | 1,947 |
Total operating expenses | 584,106 | 233,239 |
Loss from operations | (584,106) | (233,239) |
Other income (expense): | ||
Interest expense | (283,261) | (529,474) |
Loss on derivative liabilities | (6,105,727) | (395,619) |
Gain (loss) on extinguishment of debt | 207,803 | (1,365,521) |
Total other (expense) | (6,181,185) | (2,290,614) |
Loss before income taxes | (6,765,291) | (2,523,853) |
Provision for income taxes | ||
Net loss | (6,765,291) | (2,523,853) |
Non-controlling interest in loss of consolidated subsidiaries | 1,824 | 1,838 |
Net loss attributable to the Company | $ (6,763,467) | $ (2,522,015) |
Weighted average number of common shares outstanding – basic and diluted | 568,407,531 | 115,253,619 |
Net loss per common share – basic and diluted | $ (0.01) | $ (0.02) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Deficit and Members Interests - USD ($) | Class A Common Stock | Common Class B [Member] | Common Stock Payable | Additional Paid-In Capital | Non-controlling Interests | Accumulated Deficit | Total |
Beginning Balance, Shares at Apr. 30, 2015 | 57,188,313 | ||||||
Beginning Balance, Amount at Apr. 30, 2015 | $ 57,189 | $ 90,000 | $ 20,215,398 | $ (374,781) | $ (27,633,112) | $ (7,645,306) | |
Adjustment to shares, Shares | (40,000) | ||||||
Adjustment to shares, Amount | $ (39) | 39 | |||||
Related party debt forgiven and contributed to capital | 2,212,721 | 2,212,721 | |||||
Shares issued to related party for conversion of preferred stock and accrued dividends, Shares | 123,283,700 | ||||||
Shares issued to related party for conversion of preferred stock and accrued dividends, Amount | $ 123,284 | 1,725,972 | 1,849,256 | ||||
Conversion of related party convertible notes payable to common stock payable | 2,925,000 | 2,925,000 | |||||
Conversion of accrued expenses to common stock payable | 291,668 | 291,668 | |||||
Cash for common stock payable | 75,000 | 75,000 | |||||
Services for common stock payable | 13,815 | 13,815 | |||||
Net loss | (1,838) | (2,522,015) | (2,523,853) | ||||
Ending Balance, Shares at Apr. 30, 2016 | 180,432,013 | ||||||
Ending Balance, Amount at Apr. 30, 2016 | $ 180,434 | 3,395,483 | 24,154,130 | (376,619) | (30,155,127) | (2,801,699) | |
Related party debt forgiven and contributed to capital | (90,000) | 90,000 | |||||
Shares issued for: Cash, Shares | 39,394,400 | ||||||
Shares issued for: Cash, Amount | $ 39,395 | 36,974 | 76,369 | ||||
Common stock payable, Shares | 236,784,319 | ||||||
Common stock payable, Amount | $ 236,783 | (3,064,332) | 2,827,549 | ||||
Conversion of convertible note payable and derivative liabilities, Shares | 489,000,000 | ||||||
Conversion of convertible note payable and derivative liabilities, Amount | $ 489,000 | (304,091) | 184,909 | ||||
Accrued expenses, Shares | 2,082,190 | ||||||
Accrued expenses, Amount | $ 2,082 | (1,666) | 416 | ||||
Accounts payable, Shares | 28,625,000 | ||||||
Accounts payable, Amount | $ 28,625 | (22,900) | 5,725 | ||||
Services, Shares | 4,298,246 | ||||||
Services, Amount | $ 4,298 | 94,237 | 98,535 | ||||
Interest expense, Shares | 7,000,000 | ||||||
Interest expense, Amount | $ 7,000 | 27,300 | 34,300 | ||||
Shares issued to related party for refinery project rights, Shares | 1,500,000,000 | ||||||
Shares issued to related party for refinery project rights, Amount | $ 1,500,000 | (1,350,000) | 150,000 | ||||
Cash for common stock payable | 49,741 | 49,741 | |||||
Services for common stock payable | 17,086 | 17,086 | |||||
Net loss | (1,824) | (6,763,467) | (6,765,291) | ||||
Ending Balance, Shares at Apr. 30, 2017 | 987,616,168 | 1,500,000,000 | |||||
Ending Balance, Amount at Apr. 30, 2017 | $ 987,617 | $ 1,500,000 | $ 307,978 | $ 25,551,533 | $ (378,443) | $ (36,918,594) | $ (8,949,909) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Apr. 30, 2017 | Apr. 30, 2016 | |
Cash flows from operating activities | ||
Net loss attributable to the Company | $ (6,763,467) | $ (2,522,015) |
Non-controlling interest in loss of consolidated subsidiaries | (1,824) | (1,838) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 386 | 1,947 |
Issuance of Class B common stock for refinery start-up costs | 150,000 | |
Stock-based compensation | 149,921 | 13,815 |
Amortization of debt discount | 93,498 | 375,617 |
Loss on derivative liabilities | 6,105,727 | 395,619 |
(Gain) loss on extinguishment of debt | (207,803) | 1,365,521 |
Decrease in deposits | 10,000 | |
Amortization of deferred loan costs | 8,822 | |
Increase (decrease) in: | ||
Accounts payable | 49,201 | (12,985) |
Accrued expenses | 142,952 | 291,386 |
Net cash used in operating activities | (281,409) | (74,111) |
Cash flows from investing activities: | ||
Net cash provided by investing activities | ||
Cash flows from financing activities: | ||
Proceeds from common stock payable | 49,741 | 75,000 |
Proceeds from issuance of common stock | 76,369 | |
Proceeds from convertible notes payable, net | 208,782 | |
Net cash provided by financing activities | 334,892 | 75,000 |
Net increase in cash | 53,483 | 889 |
Cash, beginning of year | 1,030 | 141 |
Cash, end of year | 54,513 | 1,030 |
Supplemental disclosures: | ||
Interest paid | ||
Income taxes paid | ||
Common stock payable contributed to capital | 90,000 | |
Common shares issued for common stock payable | (3,064,332) | |
Common shares issued for conversion of convertible note payable and derivative liabilities | (184,909) | |
Common shares issued for accounts payable | (5,725) | |
Common shares issued for accrued expenses | (416) | |
Derivative liabilities for debt discount | 208,782 | |
Adjustment to common stock and additional paid-in capital | (39) | |
Accrued expenses contributed to capital | 2,340,844 | |
Common shares issued for preferred stock and accrued dividends | (1,410,685) | |
Notes payable converted to common stock payable | 1,950,000 | |
Notes payable – related party contributed to capital | 149,253 | |
Accrued expenses converted to common stock payable | $ 14,292 |
BACKGROUND, ORGANIZATION AND BA
BACKGROUND, ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Apr. 30, 2017 | |
Notes to Financial Statements | |
NOTE 1 - BACKGROUND, ORGANIZATION AND BASIS OF PRESENTATION | MMEX Resources Corporation (the Company or MMEX) is a company engaged in the exploration, extraction, refining and distribution of oil, gas, petroleum products and electric power. We plan to focus on the acquisition, development and financing of oil, gas, refining and electric power projects in Texas, Peru, and other countries in Latin America using the expertise of our principals to identify, finance and acquire these projects. MMEX was formed as a Nevada corporation in 2005. The current management team led an acquisition of the Company (then named Management Energy, Inc.) through a reverse merger completed on September 23, 2010 and changed the Companys name to MMEX Mining Corporation on February 11, 2011 and to MMEX Resources Corporation on April 6, 2016 The accompanying consolidated financial statements include the accounts of the following entities, all of which the Company maintains control through a majority ownership or common ownership: Name of Entity % Form of Entity State of Incorporation Relationship MMEX Resources Corporation (MMEX) - Corporation Nevada Parent MCC Merger, Inc. (MCCM) 100% Corporation Delaware Holding Subsidiary Maple Carpenter Creek Holdings, Inc. (MCCH) 100% Corporation Delaware Subsidiary Maple Carpenter Creek, LLC (MCC) 80% LLC Nevada Subsidiary Carpenter Creek, LLC (CC) 95% LLC Delaware Subsidiary Armadillo Holdings Group Corp. (AHGC) 100% Corporation British Virgin Isles Subsidiary Armadillo Mining Corp. (AMC) 98.6% Corporation British Virgin Isles Subsidiary As of April 13, 2016, the Company assigned AMC to an irrevocable trust (the Trust), whose beneficiaries are the existing shareholders of MMEX. The accounts of AMC are included in the consolidated financial statements due to the common ownership. AMC through the Trust controls the Hunza coal interest previously owned by the Company. On September 1, 2016, the Company entered into a stock assignment agreement with LatAm Services, LLC (LatAm), a related party, pursuant to which the Company assigned MCCH to LatAm. The accounts of MCCH are included in the consolidated financial statements due to the common ownership. With the assignment of MMCH to LatAm, the Company exited the coal industry to focus on energy related products. All significant inter-company transactions have been eliminated in the preparation of the consolidated financial statements. The Company has adopted a fiscal year end of April 30. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Apr. 30, 2017 | |
Notes to Financial Statements | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Consolidation The accompanying consolidated financial statements include the accounts of the Company and its aforementioned subsidiaries and entities under common ownership. All significant intercompany accounts and transactions have been eliminated in consolidation. The ownership interests in subsidiaries that are held by owners other than the Company are recorded as non-controlling interest and reported in our consolidated balance sheets within stockholders deficit. Losses attributed to the non-controlling interest and to the Company are reported separately in our consolidated statements of operations. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Property and equipment Property and equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over the estimated useful life of the related asset as follows: Furniture and fixtures 5 years Machinery and equipment 5 years Software and hardware 5 years Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. The Company will assess the recoverability of property and equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management. All of the Companys property and equipment was fully depreciated at April 30, 2017. Derivative liabilities In a series of subscription agreements, we have issued warrants that contain certain anti-dilution provisions that we have identified as derivatives. We have also identified the conversion feature of certain of our convertible notes payable as derivatives. We estimate the fair value of the derivatives using multinomial lattice models that value the derivative liabilities based on a probability weighted cash flow model using projections of the various potential outcomes. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility and managements estimates of various potential equity financing transactions. These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. Fair value of financial instruments Under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, Financial Instruments, An entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy prioritized the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in markets that are not active. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Our derivative liabilities are measured at fair value on a recurring basis and estimated as follows: April 30, 2017 Total Level 1 Level 2 Level 3 Derivative liability $ 6,610,001 $ - $ - $ 6,610,001 April 30, 2016 Total Level 1 Level 2 Level 3 Derivative liability $ 395,619 $ - $ - $ 395,619 Refinery startup costs Costs incurred prior to opening the Companys proposed crude oil refinery in Pecos County, Texas, including acquisition of refinery rights, planning, design and permitting, are recorded as startup costs and expensed as incurred. Advertising and promotion All costs associated with advertising and promoting products are expensed as incurred. No expenses were incurred for the years ended April 30, 2017 and 2016, respectively. Income taxes The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. Basic and diluted loss per share Basic net income or loss per share is calculated by dividing net income or loss (available to common stockholders) by the weighted average number of common shares outstanding for the period. Diluted income or loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, warrants, convertible debt and convertible preferred stock, were exercised or converted into common stock. For the years ended April 30, 2017 and 2016, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per share is the same as diluted net loss per share. Stock-based compensation Pursuant to FASB ASC 718, all share-based payments to employees, including grants of employee stock options, are recognized in the statement of operations based on their fair values. For the fiscal years ended April 30, 2017 and 2016, the Company did not record any share based compensation to employees. Issuance of shares for non-cash consideration The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably determinable. The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of the standards issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined as the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. Uncertain tax positions The Company has adopted FASB standards for accounting for uncertainty in income taxes. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities periodically audit the Company's income tax returns. These audits include questions regarding the Company's tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities and has not identified any uncertain tax positions requiring recognition in its consolidated financial statements. The assessment of the Company's tax position relies on the judgment of management to estimate the exposures associated with the Company's various filing positions. Reclassifications Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform with the current year presentation. Recently Issued Accounting Pronouncements In January 2017, the FASB issued Accounting Standards Update (ASU) No. 2017-4, Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting units goodwill with the carrying amount of that goodwill. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units fair value. An entity should apply the amendments in this update on a prospective basis. An entity is required to disclose the nature of and reason for the change in accounting principle upon transition. That disclosure should be provided in the first annual period and in the interim period within the first annual period when the entity initially adopts the amendments in this update. A public business entity that is an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement. In January 2017, the FASB issued ASU No. 2017-1, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments of this ASU are effective for public business entities for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The amendments in this Update are to be applied prospectively on or after the effective date. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement. In October 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-17, Consolidation (Topic 810): Interests Held Through Related Parties That are Under Common Control. This update amends the consolidation guidance on how a reporting entity that is the single decision maker of a variable interest entity (VIE) should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The primary beneficiary of a VIE is the reporting entity that has a controlling financial interest in a VIE and, therefore, consolidates the VIE. A reporting entity has an indirect interest in a VIE if it has a direct interest in a related party that, in turn, has a direct interest in the VIE. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement. Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its consolidated financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Apr. 30, 2017 | |
Notes to Financial Statements | |
NOTE 3 - GOING CONCERN | Our consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We have incurred continuous losses from operations, have an accumulated deficit of $36,918,594 and a total stockholders deficit of $8,949,909 at April 30, 2017, and have reported negative cash flows from operations since inception. In addition, we do not currently have the cash resources to meet our operating commitments for the next twelve months, and we expect to have ongoing requirements for capital investment to implement our business plan. Finally, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered by entrance into established markets and the competitive environment in which we operate. Since inception, our operations have primarily been funded through private debt and equity financing, as well as capital contributions by our subsidiaries' partners, and we expect to continue to seek additional funding through private or public equity and debt financing. Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations, successfully complete our proposed refinery project and repay debt. However, there can be no assurance that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our operations will be adequate to meet our needs. These factors, among others, raise substantial doubt that we will to continue as a going concern for a reasonable period of time. Our consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Apr. 30, 2017 | |
Notes to Financial Statements | |
NOTE 4 - RELATED PARTY TRANSACTIONS | Accrued expenses (see Note 6) to related parties totaled $70,670 and $64,420 as of April 30, 2017 and 2016, respectively. Included in accrued expenses to related parties as of April 30, 2017 and 2016 is a balance payable of $31,633 to Tydus Richards, the former Chairman of our board of directors and shareholder. See Note 6 regarding the Companys acquisition in March 2017 of the right, title and interest in a refinery project from a related party. On May 18, 2015, Jack W. Hanks, Bruce N. Lemons and Nabil Katabi, the three directors of the Company and certain companies under their control, entered an agreement to forgive the following indebtedness from the Company totaling $2,212,721 and contribute the amounts to capital. Accounts Payable Accounts Payable Related Party Accrued Expenses Notes Payable Hanks: Accrued compensation $ - $ - $ 883,584 $ - Accounts payable - 8,033 - - Notes payable - - - 39,337 Accrued interest payable - - 5,901 - Lemons: Accrued consulting fees - - 791,315 - Notes payable - - - 63,530 Accrued interest payable - - 9,320 - Katabi: Accounts payable 5,536 - - - Accrued consulting fees - - 375,000 - Notes payable - - - 27,100 Accrued interest payable - - 4,065 - Total $ 5,536 $ 8,033 $ 2,069,185 $ 129,967 On May 18, 2015, Maple Structure Holdings, LLC (Maple Structure Holdings), a related party controlled by Jack W. Hanks, President and CEO of the Company, converted 1,000,000 preferred shares of the Company (the Preferred Shares) previously transferred to Maple Structure Holdings from an unrelated party. In November 2015, the Company issued 123,283,700 shares of its common stock to Maple Structure Holdings for the conversion of the Preferred Shares with a book value of $1,000,000 and accrued dividends of $410,685 into 123,283,700 common shares of the Company at $0.01 per share. The common shares issued were valued at $1,849,256, or $0.015 per share, the market price on the date of the conversion, resulting in a loss on extinguishment of debt of $438,571. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Apr. 30, 2017 | |
Notes to Financial Statements | |
NOTE 5 - PROPERTY AND EQUIPMENT | Property and equipment consisted of the following at April 30: 2017 2016 Computer software and hardware $ 25,023 $ 25,023 Less accumulated depreciation and amortization (25,023 ) (24,637 ) $ - $ 386 Depreciation and amortization expense totaled $386 and $1,947 for the years ended April 30, 2017 and 2016, respectively. |
REFINERY PROJECT
REFINERY PROJECT | 12 Months Ended |
Apr. 30, 2017 | |
Notes to Financial Statements | |
NOTE 6 - REFINERY PROJECT | On March 4, 2017, the Company entered into an agreement with Maple Resources Corporation (Maple), a related party, to acquire all of Maples right, title and interest (the Rights) in plans to build a $450 million, 50,000 barrels per day capacity crude oil refinery in Pecos County, Texas (the Refinery Transaction or the Refinery Project). Pursuant to the Refinery Transaction, the Company agreed to acquire the Rights in exchange for the issuance of 7,000,000,000 Class B common shares (the Purchased Shares). The Refinery Transaction provided for the Company to issue the Purchased Shares in two tranches, of which the First Tranche of 1,500,000,000 shares was issued on March 4, 2017. The Second Tranche of 5,500,000,000 shares was to be issued once the Companys Articles of Incorporation were amended to increase the number of authorized shares of common stock. In connection with the March 2017 amendment to the Companys Articles of Incorporation discussed in Note 12, Maple agreed to waive its right to receive the second tranche of 5,500,000,000 shares of Class B common stock. The 1,500,000,000 Class B common stock issued for the Rights were valued at $150,000 by an independent valuation firm, with the $150,000 expensed to refinery start-up costs. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Apr. 30, 2017 | |
Notes to Financial Statements | |
NOTE 7 - ACCRUED EXPENSES | Accrued expenses consisted of the following at April 30: 2017 2016 Accrued payroll $ 30,090 $ 240,309 Accrued consulting 75,633 75,633 Accrued interest 815,276 670,324 Other 62,541 62,541 $ 983,540 $ 1,048,807 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Apr. 30, 2017 | |
Notes to Financial Statements | |
NOTE 8 - NOTES PAYABLE | Notes payable, currently in default, consisted of the following at April 30: 2017 2016 Note payable to an unrelated party, maturing July 15, 2010, with interest at 10% $ 300,000 $ 300,000 Note payable to an unrelated party, maturing March 18, 2014, with interest at 10% 75,001 75,001 $ 375,001 $ 375,001 Accrued interest payable on notes payable, currently in default, totaled $273,870 and $236,370 at April 30, 2017 and 2016, respectively. Convertible notes payable, currently in default, consist of the following at April 30: 2017 2016 Note payable to an unrelated party, maturing January 27, 2012, with interest at 25%, convertible into common shares of the Company at $3.70 per share $ 50,000 $ 50,000 Note payable to an unrelated party, maturing December 31, 2010, with interest at 10%, convertible into common shares of the Company at $1.00 per share 25,000 25,000 Note payable to an unrelated party, maturing March 1, 2013, with interest at 1.87% per month, secured with 900,000 common shares of the Company owned by the President and CEO of the Company, convertible into common shares of the Company at $0.20 per share 120,000 120,000 Total 195,000 195,000 Less discount - - Net $ 195,000 $ 195,000 On January 2, 2013, the Company closed a note purchase agreement with an accredited investor pursuant to which the Company sold a $120,000 note in a private placement transaction. The note was due and payable on March 1, 2013, is currently in default and carries a monthly interest rate of 1.87%. The note purchase agreement included the issuance of 300,000 shares of the Companys common stock. The note is secured with 900,000 shares of the Companys common stock owned by Jack W. Hanks, the Companys President and CEO. The 300,000 shares were valued at $0.10 per share, the closing price of the Companys common stock on January 2, 2013, and recorded as a $30,000 increase to debt discount and an increase to common stock payable. The Company allocated the proceeds from the issuance of the notes to the warrants when applicable and to the notes based on their estimated fair market values at the date of issuance using the Black-Scholes option pricing model. The debt discount resulting from interest and the value of warrants computed at the inception of the notes payable is amortized over the term of the notes as additional interest expense and was fully amortized as of April 30, 2014. This note and related accrued interest payable were extinguished subsequent to April 2017 through the issuance of Class A common shares of the Company (see Note 15). Accrued interest payable on convertible notes payable, currently in default, totaled $190,343 and $152,165 at April 30, 2017 and 2016, respectively. The convertible note payable as of April 30, 2017 consists of a 12% convertible note payable to JSJ Investments, Inc. in the principal amount of $145,000 and dated April 19, 2017. The note was issued at a discount, resulting in the receipt of $138,000. The Company can redeem the note at any time prior to 90 days from the issuance date at a redemption price of 120% plus accrued interest. The redemption price thereafter increases to 125%, plus accrued interest, until the 120th day from issuance. The note is due and payable on the 180th day after issuance at a redemption price of 150% plus accrued interest. The holder of the note, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Companys common stock at a 40% discount from the lowest trading price during the 20 days prior to conversion. Prior to the 180th day after issuance, the conversion price cannot be less than a floor of $.03 per share of common stock. The Company has identified this conversion feature as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and considering the existence of a tainted equity environment. (See Note 11). The note also contains penalty provisions in the event of our default in repayment of the note (if not converted by the holder into shares of common stock) after 180 days from issuance. The convertible note payable is recorded net of discount of $136,284 at April 30, 2017. Accrued interest payable on the convertible note payable was $524 at April 30, 2017 The Company recorded interest expense on all indebtedness, which includes amortization of debt discount on certain debt described above and accrued dividends on convertible preferred stock (Note 9), totaled $262,393 and $529,474 for the years ended April 30, 2017 and 2016, respectively. |
SETTLEMENT AGREEMENT AND STIPUL
SETTLEMENT AGREEMENT AND STIPULATION | 12 Months Ended |
Apr. 30, 2017 | |
Notes to Financial Statements | |
NOTE 9 – SETTLEMENT AGREEMENT AND STIPULATION | On October 28, 2016, the Company entered into a Settlement Agreement and Stipulation (the Settlement Agreement) with Rockwell Capital Partners, Inc. (RCP). Pursuant to the Settlement Agreement, as amended, RCP purchased certain outstanding payables between the Company and designated vendors totaling $84,782 (the Payables or Claims) and exchanged the portion of such Payables assigned for a Settlement Amount payable in common shares of the Company. In settlement of the Claims, the Company issued and delivered to RCP, in multiple tranches, shares of the Companys common stock (Common Stock), subject to adjustment and ownership limitations as set forth in the Settlement Agreement, sufficient to satisfy the Claims amount at a 50% discount to market based on the market price during the valuation period as defined in the Settlement Agreement. We identified this conversion feature as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and considering the existence of a tainted equity environment. (See Note 11). The Company also issued 7,000,000 shares of Common Stock as a settlement fee on October 31, 2016. On October 28, 2016, a circuit court in Florida issued an order confirming the fairness of the terms of the Settlement Agreement within the meaning of exemption from registration provided by Section 3(a) (10) of the Securities Act of 1933. The Companys creditors received a total of $84,782 pursuant to the Settlement Agreement, and the Company issued to RCP a total of 489,000,000 shares of the Companys common stock in conversion of $84,782 note principal. The Settlement Agreement was terminated in March 2017. |
CONVERTIBLE PREFERRED STOCK, CU
CONVERTIBLE PREFERRED STOCK, CURRENTLY IN DEFAULT | 12 Months Ended |
Apr. 30, 2017 | |
Notes to Financial Statements | |
NOTE 10 - CONVERTIBLE PREFERRED STOCK, CURRENTLY IN DEFAULT | On June 30, 2011, the Company issued 360,000 shares of Armadillo Mining Corporation Preferred Stock to five unrelated parties in exchange for an investment of $360,000. The Preferred Stock carry a 25% cumulative dividend and have a mandatory redemption feature on December 31, 2011 at a price of $1.25 per share. We identified this conversion feature as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation and considering the existence of a tainted equity environment. (See Note 11). In addition, the Company issued 360,000 warrants to purchase shares of the Companys common stock at an exercise price of $0.60 per share on or before three years from the repayment or conversion date. On January 6, 2012, three unrelated parties converted their Preferred Stock and accrued dividends of $312,500 into 2,983,293 shares of the Companys common stock at a price of $.10475 per share. As of April 30, 2017 and 2016, the remaining face value of the Preferred Stock was $137,500. Accrued dividends on the Preferred Stock, included in accrued interest payable, totaled $350,539 and $281,789 as of April 30, 2017 and 2016, respectively. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Apr. 30, 2017 | |
Notes to Financial Statements | |
NOTE 11 - DERIVATIVE LIABILITIES | In a series of subscription agreements, the Company issued warrants that contain certain anti-dilution provisions that have been identified as derivatives. In addition, the Company identified the conversion feature of certain convertible notes payable and convertible preferred stock as derivatives. As of April 30, 2017, the number of warrants or common shares to be issued under these agreements is indeterminate; therefore, we have concluded that the equity environment is tainted and all additional warrants and convertible debt are included in the value of the derivative. The Company estimates the fair value of the derivative liabilities at the issuance date and at each subsequent reporting date, using a multinomial lattice model simulation. The model is based on a probability weighted discounted cash flow model using projections of the various potential outcomes. During the years ended April 30, 2017 and 2016, we had the following activity in our derivative liabilities: Convertible Preferred Warrants Notes Stock Total Balance, April 30, 2015 $ - $ - $ - $ - Increases in derivative value due to new issuances 1,290,874 - - 1,290,874 Change in fair value of derivative liabilities (895,255 ) - - (895,255 ) Balance, April 30, 2016 395,619 - - 395,619 Increases in derivative value to debt discount - 208,782 - 208,782 Decrease in derivative value due to note conversions - (100,127 ) - (100,127 ) Change in fair value of derivative liabilities 5,904,051 196,020 5,656 6,105,727 Balance, April 30, 2017 $ 6,299,670 $ 304,675 $ 5,656 $ 6,610,001 Key inputs and assumptions used in valuing the Companys derivative liabilities as of April 30, 2017 are as follows: · Stock prices on all measurement dates were based on the fair market value · Risk-free interest rates ranging from 1.45% 2.13% · The probability of future financing was estimated at 100% · Computed volatility estimated at 104% 110% These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 12 Months Ended |
Apr. 30, 2017 | |
Notes to Financial Statements | |
NOTE 12 - STOCKHOLDERS DEFICIT | Authorized Shares On March 31, 2017, the Company amended its articles of incorporation to provide for an increase in the authorized shares of common stock from 3,000,000,000 to 5,000,000,000 shares. In addition, the articles of incorporation were amended to provide for two classes of common shares: (i) Class A Shares, having one vote per share, and (ii) Class B Shares, with 10 votes per share. All of the currently outstanding shares of common stock were reclassified as Class A Shares, except that the common shares issued in the refinery transaction discussed in Note 6 were classified as Class B Shares. Other than the provisions of the voting rights, the two classes of shares of common stock will have equal terms and conditions. Adjustment to Outstanding Shares During the year ended April 30, 2016, the Company cancelled 40,000 outstanding shares of its common stock, resulting in a decrease to common stock and an increase to additional paid-in capital of $39. Related Party Debt Contributed to Capital On May 18, 2015, Jack W. Hanks, Bruce N. Lemons and Nabil Katabi, the then three directors of the Company and certain companies under their control, entered an agreement to forgive the indebtedness from the Company totaling $2,212,721 and contribute the amounts to capital. See Note 4. Stock Issuances During the year ended April 30, 2017, the Company issued a total of 807,184,154 shares of its Class A common stock: 39,394,400 shares for cash of $76,369; 236,784,319 shares for common stock payable of $3,064,332; 489,000,000 shares valued at $184,909 in conversion of a convertible note payable and reduction in related derivative liabilities; 2,082,190 shares valued at $416 for accrued expenses; 28,625,000 valued at $5,725 for accounts payable; 4,298,245 shares valued at $98,535 for services and 7,000,000 shares valued at $34,300 for interest expense. During the year ended April 30, 2016, the Company issued 123,283,700 shares of its Class A common stock to a related party pursuant to the conversion of 1,000,000 Preferred Shares with a book value of $1,000,000 and accrued dividends of $410,685 into 123,283,700 common shares of the Company at $0.01 per share. The common shares issued were valued at $1,849,256, or $0.015 per share, the market price on the date of the conversion, resulting in a loss on extinguishment of debt of $438,571. As further discussed in Note 6, on March 4, 2017, the Company entered into an agreement with Maple, a related party, to acquire all of Maples right, title and interest in plans (the Rights) to build a crude oil refinery in Pecos County, Texas. The Company issued 1,500,000,000 Class B common shares to Maple to acquire the rights. The shares were valued at $150,000 by an independent valuation firm, with the $150,000 expensed to refinery start-up costs. Common Stock Payable During the year ended April 30, 2016, common stock payable was increased from $90,000 at April 30, 2015 to $3,395,483 at April 30, 2016: $2,925,000 for conversion of related party notes payable of $1,950,000 and loss on extinguishment of debt of $975,000; $75,000 for cash and $13,815 for services in a private placement and $291,668 in conversion of accrued expenses. During the year ended April 30, 2017, common stock payable decreased from $3,395,483 at April 30, 2016 to $307,978 at April 30, 2017: decreased $90,000 for common stock payable to related parties forgiven and contributed to paid-in capital; decreased $3,064,332 for 236,784,319 Class A common shares issued; increased $49,741 for cash and increased $17,086 for services. Subsequent to April 30, 2017, the balance in common stock payable of $291,668 was eliminated through the issuance of Class A common shares (see Note 15). Stock Options On March 7, 2012, the Company issued a total of 2,000,000 stock options exercisable at $0.35 per share for a period of ten years from the date of grant. The Company did not grant any stock options during the years ended April 30, 2017 and 2016. A summary of stock option activity during the years ended April 30, 2017 and 2016 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, April 30, 2015 2,000,000 $ 0.35 6.85 Granted - - Canceled / Expired - - Exercised - - Outstanding, April 30, 2016 2,000,000 $ 0.35 5.85 Granted - - Canceled / Expired - - Exercised - - Outstanding, April 30, 2017 2,000,000 $ 0.35 4.85 The Company uses the Black-Scholes option pricing model to estimate the grant date fair value of its stock options, which value is amortized to stock-based compensation expense over the vesting period of the options. No stock-based compensation expense was recorded during the years ended April 30, 2017 and 2016 related to stock option grants. There was no unrecognized stock option expense at April 30, 2017. Subsequent to April 30, 2017, the holders of the options surrendered them to the Company and the options were cancelled (see Note 15). Warrants The Company has issued warrants to non-employees for debt discounts, equity financing or other stock-based compensation. These warrants generally vest upon grant and are valued using the Black-Scholes option pricing model or multinomial lattice models that value the warrants based on a probability weighted cash flow model using projections of the various potential outcomes. During the year ended April 30, 2016, the Company issued warrants to purchase 10,000 shares of common stock to a related party lender. In a series of subscription agreements, during the year ended April 30, 2016, we issued 3,289,192 warrants that contain certain anti-dilution provisions that we have identified as derivatives. We estimate the fair value of the derivatives using multinomial lattice models that value the warrants based on a probability weighted cash flow model using projections of the various potential outcomes and considering the existence of a tainted equity environment (see Note 11). A summary of warrant activity during the years ended April 30, 2017 and 2016 is presented below: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, April 30, 2015 564,000 $ 0.25 0.50 Granted 11,512,170 $ 0.01 Canceled / Expired (554,000 ) $ 0.26 Exercised - - Outstanding and exercisable, April 30, 2016 11,522,170 $ 0.01 5.91 Granted 383,739,041 $ 0.01 Canceled / Expired - Exercised - - Outstanding and exercisable, April 30, 2017 395,261,211 $ 0.01 4.90 The number of warrant shares granted during the year ended April 30, 2017 includes a total of 220,644,681 warrant shares issued to warrant holders pursuant to anti-dilution provisions. Common Stock Reserved At April 30, 2016, 395,261,211 shares of the Companys common stock were reserved for issuance of outstanding warrants and 233,000,000 shares were reserved for the April 19, 2017 convertible promissory note. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Apr. 30, 2017 | |
Notes to Financial Statements | |
NOTE 13 - COMMITMENTS AND CONTINGENCIES | Legal There were no legal proceedings against the Company. Operating Lease Commitments |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Apr. 30, 2017 | |
Notes to Financial Statements | |
NOTE 14 - INCOME TAXES | The Company accounts for income taxes in accordance with standards of disclosure propounded by the FASB, and any related interpretations of those standards sanctioned by the FASB. Accordingly, deferred tax assets and liabilities are determined based on differences between the financial statement and tax bases of assets and liabilities, as well as a consideration of net operating loss and credit carry forwards, using enacted tax rates in effect for the period in which the differences are expected to impact taxable income. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount that is more likely than not to be realized. No provision for income taxes has been recorded due to the net operating loss carryforwards totaling approximately $9,016,000 as of April 30, 2017 that will be offset against future taxable income. The available net operating loss carry forwards expire in various years through 2037. No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance the carry forwards will expire unused. There were no uncertain tax positions taken by the Company. The deferred tax asset and valuation account is as follows at April 30: 2017 2016 Deferred tax asset: Net operating loss carryforward $ 3,373,482 $ 3,155,766 Valuation allowance (3,373,482 ) (3,155,766 ) Total $ - $ - The components of income tax expense are as follows for the years ended April 30: 2017 2016 Change in net operating loss benefit $ 217,716 $ 114,935 Change in valuation allowance (217,716 ) (114,935 ) Total $ - $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Apr. 30, 2017 | |
Notes to Financial Statements | |
NOTE 15 - SUBSEQUENT EVENTS | In accordance with ASC 855-10, all subsequent events have been reported through the filing date as set forth below. Issuance of Class A Common Shares Subsequent to April 30, 2017, we issued a total of 465,396,910 shares of Class A common stock: 62,846,918 shares in payment of common stock payable of $307,978; 8,000,000 shares for services valued at $136,000; 440,000 shares in settlement of accrued expenses of $44,000; 353,359,992 shares in the cashless exercise of warrants; 24,750,000 shares in settlement of preferred stock and accrued dividends payable totaling $428,707 and 16,000,000 shares in settlement of a convertible note payable and accrued interest payable totaling of $239,365. Cashless Exercise of Warrants In May 2017, the Company offered the holders of warrants to register the underlying Class A common shares in exchange for the warrant holders converting the warrants on a cashless, one-share for one-share basis. All but two warrant holders accepted the offer, and in May 2017, a total of 353,359,992 Class A common shares were issued to warrant holders in a cashless exercise. Settlement of Debt Effective June 19, 2017, the Company entered into agreements with the holders of outstanding convertible preferred stock (Note 10) pursuant to which $137,500 principal and $291,207 accrued dividends payable were extinguished through the issuance of a total of 24,750,000 shares of the Companys Class A common stock. Effective June 20, 2017, the Company entered into an agreement to extinguish a convertible note payable of $120,000 and $119,365 accrued interest payable through the issuance of 16,000,000 shares of the Companys Class A common stock. May 15, 2017 Convertible Redeemable Note Effective May 15, 2017, we issued and delivered to Eagle Equities LLC an 8% convertible redeemable note in the principal amount of $115,000. The note was issued at a discount, resulting in our receipt of $105,000. We can redeem the note at any time prior to 90 days from the issuance date at a redemption price of 125% plus accrued interest. The redemption price thereafter increases to 135%, plus accrued interest, until the 120th day from issuance and to150%, plus accrued interest, until the 180th day from issuance. The note is due and payable on May 15, 2018. During the first 6 months the note is in effect, the holder of the note, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of our common stock at a fixed price of $0.03 per share. Beginning the 6 month anniversary of the note, the holder of the note, at is option, may convert the unpaid principal of, and accrued interest on, the note into shares of our common stock a 40% discount from the average of the three lowest trading prices during the 25 days prior to conversion. The note also contains penalty provisions in the event of our default in repayment of the note (if not converted by the holder into shares of common stock) after 180 days from issuance. May 16, 2017 Convertible Redeemable Note Effective May 16, 2017, we issued and delivered to Crown Bridge Partners, LLC an 8% convertible redeemable note in the principal amount of $60,000. The note was issued at a discount, resulting in our receipt of $54,000. The note is due and payable on May 16, 2018. The other terms of the note are identical to the terms of the May 15, 2017 convertible redeemable note. May 24, 2017 Convertible Redeemable Note Effective May 24, 2017, we issued and delivered to GS Capital Partners, LLC an 8% convertible note in the principal amount of $173,000. The note was issued at a discount, resulting in our receipt of $158,000. The note is due and payable on May 24, 2018. We can redeem the note at any time prior to 60 days from the issuance date at a redemption price of 118% plus accrued interest. The redemption price thereafter increases to 125%, plus accrued interest, until the 120 th June 12, 2017 Equity Purchase Agreement On June 12, 2017, we entered into an Equity Purchase Agreement with Crown Bridge Partners, LLC (Crown Bridge). Pursuant to the terms of the Equity Purchase Agreement, Crown Bridge has committed to purchase up to $3,000,000 of our common stock for a period of up to 24 months commencing upon the effectiveness of a registration statement covering the resale of shares issuable to Crown Bridge under the Equity Purchase Agreement. The Equity Purchase Agreement allows us to deliver a put notice to Crown Bridge stating the dollar amount of common stock that we intend to sell to Crown Bridge on the date specified in the put notice. The amount of each put notice is limited to a formula that is equal to the lesser of (i) $100,000 or (ii) 150% of the average dollar value of the trading volume of our stock, measured at the lowest price during the trading period, for the seven days prior to the purchase of shares by Crown Bridge. The purchase price of shares issued in respect of each put notice is 80% of the average of the three lowest trading prices in the seven trading days immediately preceding the date on which the Company exercises its put right. We are required to file a registration statement with the SEC on Form S-1 within 45 days of the date of the Equity Purchase Agreement covering the resale of shares to be issued under such agreement and to use our best efforts to cause the registration statement to become effective within 90 days of such date. In connection with the Equity Purchase Agreement, we issued to Crown Bridge, as a commitment fee, an $80,000 convertible promissory note which matures on December 12, 2017. The note bears interest at a rate of 8% per annum. We are entitled to redeem the note at a redemption price of 125% plus accrued interest during the first 90 days after issuance. The redemption price then increases to 135% until the 120th day after issuance and then increases to 150% until the 180th day after issuance, after which the date the note may not be redeemed. If the note is not redeemed or we otherwise default thereunder, Crown Bridge may convert the unpaid balance into shares of our Class A common stock at a conversion price equal to the lesser of (i) the closing price of our Class A common stock on the issuance date of the note or (ii) 60% of the average of the three lowest trading prices during the 25-day period prior to the notice of conversion. July 7, 2017 Convertible Redeemable Note On July 7, 2017, we completed the funding of a 12% convertible note in the principal amount of $125,000 issued to JSJ Investments Inc. The note was issued at a discount, resulting in our receipt of $118,750 of net proceeds, prior to expenses. We can redeem the note at any time prior to 90 days from the issuance date at a redemption price of 120% plus accrued interest. The redemption price thereafter increases to 125%, plus accrued interest, until the 120th day from issuance, and thereafter increases to a redemption price of 145% plus accrued interest until the 180th day after issuance and 150% plus accrued interest until the maturity date of March 30, 2018. The holder of the note, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of our common stock at a price of no lower than $0.03 per share of common stock until the 180th day after issuance and thereafter at a price 40% discount from the lowest trading prices during the 20 days prior to conversion. The note also contains penalty provisions in the event of our default in repayment of the note (if not converted by the holder into shares of common stock) on the maturity date of March 30, 2018. We have agreed with JSJ Investments Inc. to use any proceeds from draws on our prospective equity line of credit or sale of assets to first repay the note we issued to JSJ Investments in April 2017 and second to repay the July 7, 2017 note. |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING (POLICIES) | 12 Months Ended |
Apr. 30, 2017 | |
Summary Of Significant Accounting Policies Policies | |
Consolidation | The accompanying consolidated financial statements include the accounts of the Company and its aforementioned subsidiaries and entities under common ownership. All significant intercompany accounts and transactions have been eliminated in consolidation. The ownership interests in subsidiaries that are held by owners other than the Company are recorded as non-controlling interest and reported in our consolidated balance sheets within stockholders deficit. Losses attributed to the non-controlling interest and to the Company are reported separately in our consolidated statements of operations. |
Use of estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Property and equipment | Property and equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over the estimated useful life of the related asset as follows: Furniture and fixtures 5 years Machinery and equipment 5 years Software and hardware 5 years Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. The Company will assess the recoverability of property and equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management. |
Derivative liabilities | In a series of subscription agreements, we have issued warrants that contain certain anti-dilution provisions that we have identified as derivatives. We have also identified the conversion feature of certain of our convertible notes payable as derivatives. We estimate the fair value of the derivatives using multinomial lattice models that value the derivative liabilities based on a probability weighted cash flow model using projections of the various potential outcomes. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility and managements estimates of various potential equity financing transactions. These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. |
Fair value of financial instruments | Under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, Financial Instruments, An entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy prioritized the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in markets that are not active. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Our derivative liabilities are measured at fair value on a recurring basis and estimated as follows: April 30, 2017 Total Level 1 Level 2 Level 3 Derivative liability $ 6,610,001 $ - $ - $ 6,610,001 April 30, 2016 Total Level 1 Level 2 Level 3 Derivative liability $ 395,619 $ - $ - $ 395,619 |
Refinery startup costs | Costs incurred prior to opening the Companys proposed crude oil refinery in Pecos County, Texas, including acquisition of refinery rights, planning, design and permitting, are recorded as startup costs and expensed as incurred. |
Advertising and promotion | All costs associated with advertising and promoting products are expensed as incurred. No expenses were incurred for the years ended April 30, 2017 and 2016, respectively. |
Income taxes | The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. |
Basic and diluted loss per share | Basic net income or loss per share is calculated by dividing net income or loss (available to common stockholders) by the weighted average number of common shares outstanding for the period. Diluted income or loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, warrants, convertible debt and convertible preferred stock, were exercised or converted into common stock. For the years ended April 30, 2017 and 2016, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per share is the same as diluted net loss per share. |
Stock-based compensation | Pursuant to FASB ASC 718, all share-based payments to employees, including grants of employee stock options, are recognized in the statement of operations based on their fair values. For the fiscal years ended April 30, 2017 and 2016, the Company did not record any share based compensation to employees. |
Issuance of shares for non-cash consideration | The Company accounts for the issuance of equity instruments to acquire goods and/or services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably determinable. The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of the standards issued by the FASB. The measurement date for the fair value of the equity instruments issued is determined as the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. |
Uncertain tax positions | The Company has adopted FASB standards for accounting for uncertainty in income taxes. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities periodically audit the Company's income tax returns. These audits include questions regarding the Company's tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities and has not identified any uncertain tax positions requiring recognition in its consolidated financial statements. |
Reclassifications | Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform with the current year presentation. |
Recently issued accounting pronouncements | In January 2017, the FASB issued Accounting Standards Update (ASU) No. 2017-4, Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting units goodwill with the carrying amount of that goodwill. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting units fair value. An entity should apply the amendments in this update on a prospective basis. An entity is required to disclose the nature of and reason for the change in accounting principle upon transition. That disclosure should be provided in the first annual period and in the interim period within the first annual period when the entity initially adopts the amendments in this update. A public business entity that is an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement. In January 2017, the FASB issued ASU No. 2017-1, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments of this ASU are effective for public business entities for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The amendments in this Update are to be applied prospectively on or after the effective date. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement. In October 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-17, Consolidation (Topic 810): Interests Held Through Related Parties That are Under Common Control. This update amends the consolidation guidance on how a reporting entity that is the single decision maker of a variable interest entity (VIE) should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The primary beneficiary of a VIE is the reporting entity that has a controlling financial interest in a VIE and, therefore, consolidates the VIE. A reporting entity has an indirect interest in a VIE if it has a direct interest in a related party that, in turn, has a direct interest in the VIE. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement. |
BACKGROUND, ORGANIZATION AND 23
BACKGROUND, ORGANIZATION AND BASIS OF PRESENTATION (Tables) | 12 Months Ended |
Apr. 30, 2017 | |
Background Organization And Basis Of Presentation Tables | |
Entity operational details | Name of Entity % Form of Entity State of Incorporation Relationship MMEX Resources Corporation (MMEX) - Corporation Nevada Parent MCC Merger, Inc. (MCCM) 100% Corporation Delaware Holding Subsidiary Maple Carpenter Creek Holdings, Inc. (MCCH) 100% Corporation Delaware Subsidiary Maple Carpenter Creek, LLC (MCC) 80% LLC Nevada Subsidiary Carpenter Creek, LLC (CC) 95% LLC Delaware Subsidiary Armadillo Holdings Group Corp. (AHGC) 100% Corporation British Virgin Isles Subsidiary Armadillo Mining Corp. (AMC) 98.6% Corporation British Virgin Isles Subsidiary |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Apr. 30, 2017 | |
Summary Of Significant Accounting Policies Tables | |
Estimated useful life of the related asset | Furniture and fixtures 5 years Machinery and equipment 5 years Software and hardware 5 years |
Summary of derivative liabilities | April 30, 2017 Total Level 1 Level 2 Level 3 Derivative liability $ 6,610,001 $ - $ - $ 6,610,001 April 30, 2016 Total Level 1 Level 2 Level 3 Derivative liability $ 395,619 $ - $ - $ 395,619 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Apr. 30, 2017 | |
Related Party Transactions [Abstract] | |
Summary of related party indebtedness | Accounts Payable Accounts Payable Related Party Accrued Expenses Notes Payable Hanks: Accrued compensation $ - $ - $ 883,584 $ - Accounts payable - 8,033 - - Notes payable - - - 39,337 Accrued interest payable - - 5,901 - Lemons: Accrued consulting fees - - 791,315 - Notes payable - - - 63,530 Accrued interest payable - - 9,320 - Katabi: Accounts payable 5,536 - - - Accrued consulting fees - - 375,000 - Notes payable - - - 27,100 Accrued interest payable - - 4,065 - Total $ 5,536 $ 8,033 $ 2,069,185 $ 129,967 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Apr. 30, 2017 | |
Property And Equipment Tables | |
Property and Equipment | 2017 2016 Computer software and hardware $ 25,023 $ 25,023 Less accumulated depreciation and amortization (25,023 ) (24,637 ) $ - $ 386 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Apr. 30, 2017 | |
Accrued Expenses Tables | |
Accrued expenses | 2017 2016 Accrued payroll $ 30,090 $ 240,309 Accrued consulting 75,633 75,633 Accrued interest 815,276 670,324 Other 62,541 62,541 $ 983,540 $ 1,048,807 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Apr. 30, 2017 | |
Notes Payable Tables | |
Notes payable, currently in default | 2017 2016 Note payable to an unrelated party, maturing July 15, 2010, with interest at 10% $ 300,000 $ 300,000 Note payable to an unrelated party, maturing March 18, 2014, with interest at 10% 75,001 75,001 $ 375,001 $ 375,001 |
Convertible notes payable, currently in default | 2017 2016 Note payable to an unrelated party, maturing January 27, 2012, with interest at 25%, convertible into common shares of the Company at $3.70 per share $ 50,000 $ 50,000 Note payable to an unrelated party, maturing December 31, 2010, with interest at 10%, convertible into common shares of the Company at $1.00 per share 25,000 25,000 Note payable to an unrelated party, maturing March 1, 2013, with interest at 1.87% per month, secured with 900,000 common shares of the Company owned by the President and CEO of the Company, convertible into common shares of the Company at $0.20 per share 120,000 120,000 Total 195,000 195,000 Less discount - - Net $ 195,000 $ 195,000 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Apr. 30, 2017 | |
Derivative Liabilities Tables | |
Derivative liabilities | Convertible Preferred Warrants Notes Stock Total Balance, April 30, 2015 $ - $ - $ - $ - Increases in derivative value due to new issuances 1,290,874 - - 1,290,874 Change in fair value of derivative liabilities (895,255 ) - - (895,255 ) Balance, April 30, 2016 395,619 - - 395,619 Increases in derivative value to debt discount - 208,782 - 208,782 Decrease in derivative value due to note conversions - (100,127 ) - (100,127 ) Change in fair value of derivative liabilities 5,904,051 196,020 5,656 6,105,727 Balance, April 30, 2017 $ 6,299,670 $ 304,675 $ 5,656 $ 6,610,001 |
STOCKHOLDERS DEFICIT (Tables)
STOCKHOLDERS DEFICIT (Tables) | 12 Months Ended |
Apr. 30, 2017 | |
Changes In Stockholders Equity Deficit Tables | |
Summary of stock option activity | Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, April 30, 2015 2,000,000 $ 0.35 6.85 Granted - - Canceled / Expired - - Exercised - - Outstanding, April 30, 2016 2,000,000 $ 0.35 5.85 Granted - - Canceled / Expired - - Exercised - - Outstanding, April 30, 2017 2,000,000 $ 0.35 4.85 |
Summary of warrant activity | Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding, April 30, 2015 564,000 $ 0..25 0.50 Granted 11,512,170 $ 0.01 Canceled / Expired (554,000 ) $ 0.26 Exercised - - Outstanding and exercisable, April 30, 2016 11,522,170 $ 0.01 5.91 Granted 383,739,041 $ 0.01 Canceled / Expired - Exercised - - Outstanding and exercisable, April 30, 2017 395,261,211 $ 0.01 4.90 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Apr. 30, 2017 | |
Income Taxes Tables | |
Summary of deferred tax asset | 2017 2016 Deferred tax asset: Net operating loss carryforward $ 3,373,482 $ 3,155,766 Valuation allowance (3,373,482 ) (3,155,766 ) Total $ - $ - |
Summary of components of income tax | 2017 2016 Change in net operating loss benefit $ 217,716 $ 114,935 Change in valuation allowance (217,716 ) (114,935 ) Total $ - $ - |
BACKGROUND, ORGANIZATION AND 32
BACKGROUND, ORGANIZATION AND BASIS OF PRESENTATION (Details) | 12 Months Ended |
Apr. 30, 2017 | |
State of Incorporation | Nevada |
Mmex Resources Corporation [Member] | |
Ownership Percentage | - |
Form of Entity | Corporation |
State of Incorporation | Nevada |
Relationship | Parent |
Mcc Merger Inc [Member] | |
Ownership Percentage | 100% |
Form of Entity | Corporation |
State of Incorporation | Delaware |
Relationship | Holding Subsidiary |
Maple Carpenter Creek Holdings Inc [Member] | |
Ownership Percentage | 100% |
Form of Entity | Corporation |
State of Incorporation | Delaware |
Relationship | Subsidiary |
Maple Carpenter Creek Llc [Member] | |
Ownership Percentage | 80% |
Form of Entity | LLC |
State of Incorporation | Nevada |
Relationship | Subsidiary |
Carpenter Creek Llc [Member] | |
Ownership Percentage | 95% |
Form of Entity | LLC |
State of Incorporation | Delaware |
Relationship | Subsidiary |
Armadillo Holdings Group Corp [Member] | |
Ownership Percentage | 100% |
Form of Entity | Corporation |
State of Incorporation | British Virgin Isles |
Relationship | Subsidiary |
Armadillo Mining Corp [Member] | |
Ownership Percentage | 98.6% |
Form of Entity | Corporation |
State of Incorporation | British Virgin Isles |
Relationship | Subsidiary |
BACKGROUND, ORGANIZATION AND 33
BACKGROUND, ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) | 12 Months Ended |
Apr. 30, 2017 | |
Background Organization And Basis Of Presentation Details Narrative | |
State of Incorporation | Nevada |
SUMMARY OF SIGNIFICANT ACCOUN34
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Apr. 30, 2017 | |
Furniture and fixtures [Member] | |
Estimated useful life of the related asset | 5 years |
Machinery and equipment [Member] | |
Estimated useful life of the related asset | 5 years |
Software and hardware [Member] | |
Estimated useful life of the related asset | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN35
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Apr. 30, 2017 | Apr. 30, 2016 |
Derivative liability | $ 6,610,001 | $ 395,619 |
Level 1 [Member] | ||
Derivative liability | ||
Level 2 [Member] | ||
Derivative liability | ||
Level 3 [Member] | ||
Derivative liability | $ 6,610,001 | $ 395,619 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Apr. 30, 2017 | Apr. 30, 2016 |
Going Concern Details Narrative | ||
Accumulated deficit | $ (36,918,594) | $ (30,155,127) |
Total Stockholders' Deficit | $ (8,949,909) | $ (2,801,699) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | Apr. 30, 2017USD ($) |
Accounts Payable | $ 5,536 |
Accounts Payable Related Party | 8,033 |
Accrued Expenses | 2,069,185 |
Notes Payable | 129,967 |
Accrued Compensation [Member] | Hanks [Member] | |
Accounts Payable | |
Accounts Payable Related Party | |
Accrued Expenses | 883,584 |
Notes Payable | |
Accounts Payable [Member] | Hanks [Member] | |
Accounts Payable | |
Accounts Payable Related Party | 8,033 |
Accrued Expenses | |
Notes Payable | |
Accounts Payable [Member] | Katabi [Member] | |
Accounts Payable | 5,536 |
Accounts Payable Related Party | |
Accrued Expenses | |
Notes Payable | |
Notes Payable [Member] | Hanks [Member] | |
Accounts Payable | |
Accounts Payable Related Party | |
Accrued Expenses | |
Notes Payable | 39,337 |
Notes Payable [Member] | Lemons [Member] | |
Accounts Payable | |
Accounts Payable Related Party | |
Accrued Expenses | |
Notes Payable | 63,530 |
Notes Payable [Member] | Katabi [Member] | |
Accounts Payable | |
Accounts Payable Related Party | |
Accrued Expenses | |
Notes Payable | 27,100 |
Accrued Interest Payable [Member] | Hanks [Member] | |
Accounts Payable | |
Accounts Payable Related Party | |
Accrued Expenses | 5,901 |
Notes Payable | |
Accrued Interest Payable [Member] | Lemons [Member] | |
Accounts Payable | |
Accounts Payable Related Party | |
Accrued Expenses | 9,320 |
Notes Payable | |
Accrued Interest Payable [Member] | Katabi [Member] | |
Accounts Payable | |
Accounts Payable Related Party | |
Accrued Expenses | 4,065 |
Notes Payable | |
Accrued Consulting Fees [Member] | Lemons [Member] | |
Accounts Payable | |
Accounts Payable Related Party | |
Accrued Expenses | 791,315 |
Notes Payable | |
Accrued Consulting Fees [Member] | Katabi [Member] | |
Accounts Payable | |
Accounts Payable Related Party | |
Accrued Expenses | 375,000 |
Notes Payable |
RELATED PARTY TRANSACTIONS (D38
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 18, 2015 | Apr. 30, 2017 | Apr. 30, 2016 | Dec. 31, 2011 | |
Reimbursed amount outstanding | $ 31,633 | $ 31,633 | ||
Convertible note per share | $ 1.25 | |||
Gain (loss) on extinguishment of debt | 207,803 | (1,365,521) | ||
Accounts payable - related party | ||||
Accrued expenses - related party | $ 70,670 | 64,420 | ||
Three Director [Member] | ||||
Forgiveness of debt | $ 2,212,721 | |||
Maple Structure Holdings [Member] | ||||
Convertible note per share | $ 0.015 | |||
Gain (loss) on extinguishment of debt | $ 438,571 | |||
Convertible preferred shares | 1,000,000 | |||
Common stock, share issued | 123,283,700 | |||
Preferred Shares, Value | $ 1,000,000 | |||
Common stock, value | 1,849,256 | |||
Accrued dividends | $ 410,685 | |||
Common shares, Per Shares | $ 0.01 | |||
Maple Gas Corporation [Member] | ||||
Converted note common shares | 194,999,999 | |||
Convertible note per share | $ 0.01 | |||
Gain (loss) on extinguishment of debt | $ 975,000 | |||
Stock payable obligation | $ 2,925,000 | |||
Common shares, Per Shares | $ 0.015 | |||
Convertible notes payable | $ 1,950,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Apr. 30, 2017 | Apr. 30, 2016 |
Property And Equipment Details | ||
Computer software and hardware | $ 25,023 | $ 25,023 |
Less accumulated depreciation and amortization | (25,023) | (24,637) |
Property and equipment, net | $ 386 |
PROPERTY AND EQUIPMENT (Detai40
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2017 | Apr. 30, 2016 | |
Property And Equipment Details Narrative | ||
Depreciation and amortization expense | $ 386 | $ 1,947 |
REFINERY PROJECT (Details Narra
REFINERY PROJECT (Details Narrative) | Mar. 04, 2017USD ($)shares | Mar. 31, 2017USD ($)shares | Apr. 30, 2017shares | Apr. 30, 2016shares |
Refinery start-up costs | $ | $ 150,000 | |||
First Tranche [Member] | ||||
Shares issued | 1,500,000,000 | |||
Second Tranche [Member] | ||||
Shares issued | 5,500,000,000 | |||
Common Class B [Member] | ||||
Acquire issued shares | 7,000,000,000 | |||
Common stock, shares issued | 1,500,000,000 | 0 | ||
Common Class B [Member] | Rights [Member] | ||||
Common stock, shares issued | 1,500,000,000 | |||
Common Stock, Value | $ | $ 150,000 | |||
Common Class B [Member] | Second Tranche [Member] | ||||
Common stock shares received | 5,500,000,000 | |||
Per day capacity [Member] | ||||
Barrels, crude oil refinery | 50,000 | |||
Maple Resources Corporation [Member] | ||||
Acquisition of related party, cost | $ | $ 450,000,000 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) | Apr. 30, 2017 | Apr. 30, 2016 |
Total Accrued Expenses | $ 983,540 | $ 1,048,807 |
Accrued Payroll [Member] | ||
Total Accrued Expenses | 30,090 | 240,309 |
Accrued Consulting [Member] | ||
Total Accrued Expenses | 75,633 | 75,633 |
Accrued Interest [Member] | ||
Total Accrued Expenses | 815,276 | 670,324 |
Other [Member] | ||
Total Accrued Expenses | $ 62,541 | $ 62,541 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Apr. 30, 2017 | Apr. 30, 2016 |
Notes payable | $ 375,001 | $ 375,001 |
Note Payable Member [Member] | ||
Notes payable | 300,000 | 300,000 |
Note Payable One Member [Member] | ||
Notes payable | $ 75,001 | $ 75,001 |
NOTES PAYABLE (Details 1)
NOTES PAYABLE (Details 1) - USD ($) | Apr. 30, 2017 | Apr. 30, 2016 |
Convertible notes payable | $ 195,000 | $ 195,000 |
Less discount | ||
Net | 195,000 | 195,000 |
Convertible Notes Payable [Member] | ||
Convertible notes payable | 50,000 | 50,000 |
Convertible Notes Payable One [Member] | ||
Convertible notes payable | 25,000 | 25,000 |
Convertible Notes Payable Two Member [Member] | ||
Convertible notes payable | $ 120,000 | $ 120,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 19, 2017 | Apr. 30, 2017 | Apr. 30, 2016 | Jan. 02, 2013 | |
Accrued interest | $ 273,870 | $ 236,370 | ||
Accrued interest payable on convertible notes payable | 190,343 | 152,165 | ||
Proceeds from convertible notes payable | 208,782 | |||
Convertible note payable Description | The Company can redeem the note at any time prior to 90 days from the issuance date at a redemption price of 120% plus accrued interest. The redemption price thereafter increases to 125%, plus accrued interest, until the 120th day from issuance. The note is due and payable on the 180th day after issuance at a redemption price of 150% plus accrued interest. The holder of the note, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Companys common stock at a 40% discount from the lowest trading price during the 20 days prior to conversion. Prior to the 180th day after issuance, the conversion price cannot be less than a floor of $.03 per share of common stock. The Company has identified this conversion feature as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation. (See Note 11). The note also contains penalty provisions in the event of our default in repayment of the note (if not converted by the holder into shares of common stock) after 180 days from issuance. | |||
Note issued for discount | $ 138,000 | |||
Discount on convertible note payable | 136,284 | |||
Accrued dividends on convertible preferred stock | 262,393 | $ 529,474 | ||
Convertible Notes Payable [Member] | ||||
Accrued interest payable on convertible notes payable | $ 524 | |||
New notes issued | 120,000 | |||
Note interest rate, monthly | 1.87% | |||
Increase to debt discount | $ 30,000 | |||
Issue of shares | 300,000 | |||
Note secured by common stock | 900,000 | |||
Conversion price per share | $ 3.70 | |||
Closing price per share of common stock | $ 0.10 | |||
Convertible note payable percent | 12.00% | |||
Conversion of principal amount | $ 145,000 |
SETTLEMENT AGREEMENT AND STIP46
SETTLEMENT AGREEMENT AND STIPULATION (Details Narrative) - USD ($) | 12 Months Ended | ||
Apr. 30, 2017 | Oct. 31, 2016 | Oct. 28, 2016 | |
Payment to creditors | $ 84,782 | ||
Rockwell Capital Partners [Member] | |||
Outstanding payables | $ 84,782 | ||
Discount on market price, Claims amount | 50.00% | ||
Common stock, share issued | 489,000,000 | ||
Conversion of note principal | $ 84,782 | ||
Settlement fee [Member] | |||
Common stock, share issued | 7,000,000 |
CONVERTIBLE PREFERRED STOCK (De
CONVERTIBLE PREFERRED STOCK (Details Narrative) - USD ($) | 1 Months Ended | ||||
Jun. 30, 2011 | Apr. 30, 2017 | Apr. 30, 2016 | Jan. 06, 2012 | Dec. 31, 2011 | |
Conversion price per share | $ 1.25 | ||||
Convertible preferred stock, currently in default | $ 137,500 | $ 137,500 | |||
Accrued interest payable | $ 350,539 | $ 281,789 | |||
Convertible Preferred Stock [Member] | |||||
Share issued, Shares | 360,000 | ||||
Shares issued, Amount | $ 360,000 | ||||
Conversion price per share | $ 0.10475 | ||||
Preferred Stock dividend rate | 25.00% | ||||
Preferred stock and accrued dividends converted into common stock, amount | $ 312,500 | ||||
Preferred stock and accrued dividends converted into common stock | 2,983,293 | ||||
Warrant issued | 360,000 | ||||
Common stock exercise price per share | $ 0.60 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2017 | Apr. 30, 2016 | |
Begning Balance | $ 395,619 | |
Increases in derivative value due to new issuances | 1,290,874 | |
Change in fair value of derivative liabilities | 6,105,727 | (895,255) |
Increases in derivative value to debt discount | 208,782 | |
Decrease in derivative value due to note conversions | (100,127) | |
Ending Balance | 6,610,001 | 395,619 |
Preferred Stock [Member] | ||
Begning Balance | ||
Increases in derivative value due to new issuances | ||
Change in fair value of derivative liabilities | 5,656 | |
Increases in derivative value to debt discount | ||
Decrease in derivative value due to note conversions | ||
Ending Balance | 5,656 | |
Convertible Notes Payable [Member] | ||
Begning Balance | ||
Increases in derivative value due to new issuances | ||
Change in fair value of derivative liabilities | 196,020 | |
Increases in derivative value to debt discount | 208,782 | |
Decrease in derivative value due to note conversions | (100,127) | |
Ending Balance | 304,675 | |
Warrants [Member] | ||
Begning Balance | 395,619 | |
Increases in derivative value due to new issuances | 1,290,874 | |
Change in fair value of derivative liabilities | 5,904,051 | (895,255) |
Increases in derivative value to debt discount | ||
Decrease in derivative value due to note conversions | ||
Ending Balance | $ 6,299,670 | $ 395,619 |
DERIVATIVE LIABILITIES (Detai49
DERIVATIVE LIABILITIES (Details Narrative) | 12 Months Ended |
Apr. 30, 2017 | |
Minimum [Member] | Convertible Notes Payable [Member] | |
Risk-free interest rates | 1.45% |
Volatility | 104.00% |
Maximum [Member] | Convertible Notes Payable [Member] | |
Risk-free interest rates | 2.13% |
Volatility | 110.00% |
Warrants [Member] | |
Probability of future financing | 100.00% |
STOCKHOLDERS_ DEFICIT (Details)
STOCKHOLDERS’ DEFICIT (Details) - $ / shares | 12 Months Ended | |
Apr. 30, 2017 | Apr. 30, 2016 | |
Number of options | ||
Beginning Balance | 2,000,000 | 2,000,000 |
Granted | ||
Canceled / Expired | ||
Exercised | ||
Ending Balance | 2,000,000 | 2,000,000 |
Weighted Average Exercise Price Per share | ||
Beginning Balance | $ 0.35 | $ 0.35 |
Granted | ||
Canceled / Expired | ||
Exercised | ||
Ending Balance | $ 0.35 | $ 0.35 |
Weighted Average Remaining Contractual Life (in years) Beginning | 5 years 10 months 6 days | 6 years 10 months 6 days |
Weighted Average Remaining Contractual Life (in years) Outstanding Ending | 4 years 10 months 6 days | 5 years 10 months 6 days |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details 1) - $ / shares | 12 Months Ended | |
Apr. 30, 2017 | Apr. 30, 2016 | |
Number of warrants | ||
Beginning Balance | 2,000,000 | 2,000,000 |
Granted | ||
Canceled / Expired | ||
Exercised | ||
Ending Balance | 2,000,000 | 2,000,000 |
Weighted Average Exercise Price Per Share | ||
Beginning Balance | $ 0.35 | $ 0.35 |
Granted | ||
Canceled / Expired | ||
Exercised | ||
Ending Balance | $ 0.35 | $ 0.35 |
Weighted Average Remaining Contractual Life (in years) Beginning | 5 years 10 months 6 days | 6 years 10 months 6 days |
Weighted Average Remaining Contractual Life (in years) Outstanding Ending | 4 years 10 months 6 days | 5 years 10 months 6 days |
Warrants [Member] | ||
Number of warrants | ||
Beginning Balance | 11,512,170 | 564,000 |
Granted | 383,739,041 | 11,512,170 |
Canceled / Expired | (554,000) | |
Exercised | ||
Ending Balance | 395,261,211 | 11,512,170 |
Weighted Average Exercise Price Per Share | ||
Beginning Balance | $ 0.01 | $ 0.25 |
Granted | 0.01 | |
Canceled / Expired | 0.26 | |
Exercised | ||
Ending Balance | $ 0.01 | $ 0.01 |
Weighted Average Remaining Contractual Life (in years) Beginning | 5 years 10 months 28 days | 6 months |
Weighted Average Remaining Contractual Life (in years) Outstanding Ending | 4 years 10 months 25 days | 5 years 10 months 28 days |
STOCKHOLDERS_ DEFICIT (Detail52
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | Mar. 04, 2017 | Apr. 19, 2017 | May 18, 2015 | Apr. 30, 2017 | Apr. 30, 2016 | Mar. 31, 2017 | Apr. 30, 2015 | Mar. 07, 2012 |
Cancellation Of Common Stock | 40,000 | |||||||
Increase addition paid in capital | $ 39 | |||||||
Debt conversion converted amount | $ (156,283) | |||||||
Gain (loss) on extinguishment of debt | $ 207,803 | $ (1,365,521) | ||||||
Stock options exercisable | $ 0.35 | $ 0.35 | $ 0.35 | |||||
Number of options | 2,000,000 | 2,000,000 | 2,000,000 | |||||
Warrants converted to promissory note | 233,000,000 | |||||||
Three Director [Member] | ||||||||
Forgiveness of debt | $ 2,212,721 | |||||||
Stock Issuances [Member] | ||||||||
Common stock shares issued | 807,184,154 | 123,283,700 | ||||||
Preferred Shares conversion | 1,000,000 | |||||||
Preferred Shares conversion value | $ 1,000,000 | |||||||
Accrued dividends | $ 410,685 | |||||||
Accrued dividends Conversion shares | 123,283,700 | |||||||
Conversion price per shares | $ 0.01 | |||||||
Common stock, value | $ 1,849,256 | |||||||
Price per share | $ 0.015 | |||||||
Gain (loss) on extinguishment of debt | $ 438,571 | |||||||
Stock Issuances [Member] | Interest Expense [Member] | ||||||||
Common stock shares issued | 7,000,000 | |||||||
Debt conversion converted amount | $ 34,300 | |||||||
Stock Issuances [Member] | Accounts Payable [Member] | ||||||||
Common stock shares issued | 4,298,245 | |||||||
Debt conversion converted amount | $ 98,535 | |||||||
Stock Issuances [Member] | Accrued expenses [Member] | ||||||||
Common stock shares issued | 28,625,000 | |||||||
Debt conversion converted amount | $ 5,725 | |||||||
Stock Issuances [Member] | Derivative liabilities [Member] | ||||||||
Common stock shares issued | 2,082,190 | |||||||
Debt conversion converted amount | $ 416 | |||||||
Authorized Shares [Member] | ||||||||
Common stock, Authorized | 3,000,000,000 | |||||||
Increase authorized common share amandement | 5,000,000,000 | |||||||
Warrants [Member] | ||||||||
Common stock purchase | 10,000 | |||||||
Stock options exercisable | $ 0.01 | $ 0.01 | $ 0.25 | |||||
Number of options | 395,261,211 | 11,512,170 | 564,000 | |||||
Anti-dilution provisions | 220,644,681 | 3,289,192 | ||||||
Common stock reserved | 395,261,211 | |||||||
Stock Options [Member] | ||||||||
Stock options exercisable | $ 0.35 | |||||||
Number of options | 2,000,000 | |||||||
Common Stock Payable | ||||||||
Common stock shares issued | 236,784,319 | |||||||
Debt conversion converted amount | $ 3,064,332 | |||||||
Gain (loss) on extinguishment of debt | $ 975,000 | |||||||
Common stock subscriptions payable | 307,978 | 2,925,000 | $ 3,395,483 | |||||
Conversion of related party notes payable | 1,950,000 | |||||||
Conversion of accrued expenses | 291,668 | |||||||
Conversion of cash | 49,741 | 75,000 | ||||||
Conversion to Private placement | $ 13,815 | |||||||
Stock Payable increses services | $ 17,086 | |||||||
Common Class B [Member] | ||||||||
Common stock shares issued | 1,500,000,000 | |||||||
Common stock, value | $ 150,000 | |||||||
Class A Common Stock | ||||||||
Common stock shares issued | 39,394,400 | |||||||
Debt conversion converted amount | $ 76,369 | |||||||
Shares valued [Member] | ||||||||
Common stock shares issued | 489,000,000 | |||||||
Debt conversion converted amount | $ 184,909 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Apr. 26, 2010USD ($) |
Commitments And Contingencies Details Narrative | |
Minimum lease payment | $ 62,541 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Apr. 30, 2017 | Apr. 30, 2016 |
Deferred tax asset: | ||
Net operating loss carryforward | $ 3,373,482 | $ 3,155,766 |
Valuation allowance | (3,373,482) | (3,155,766) |
Total |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Apr. 30, 2017 | Apr. 30, 2016 | |
Income Taxes Details 1 | ||
Change in net operating loss benefit | $ 217,716 | $ 114,935 |
Change in valuation allowance | (217,716) | (114,935) |
Total |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Apr. 30, 2017USD ($) | |
Income Taxes Details Narrative | |
Operating loss carryforwards | $ 9,016,000 |
Operating Loss Carryforwards Expire | 2,037 |
Carry forwards expire description | No tax benefit has been reported in the financial statements because the Company believes there is a 50% or greater chance the carry forwards will expire unused |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jul. 07, 2017 | Jun. 12, 2017 | May 15, 2017 | Jun. 19, 2017 | May 24, 2017 | May 16, 2017 | Apr. 30, 2017 | Apr. 19, 2017 | Apr. 30, 2017 | Apr. 30, 2016 | Jun. 30, 2017 | Jun. 20, 2017 | May 31, 2017 |
Accrued interest | $ 273,870 | $ 273,870 | $ 236,370 | ||||||||||
Convertible note issued at a discount | $ 93,498 | $ 375,617 | |||||||||||
Convertible note payable description | The Company can redeem the note at any time prior to 90 days from the issuance date at a redemption price of 120% plus accrued interest. The redemption price thereafter increases to 125%, plus accrued interest, until the 120th day from issuance. The note is due and payable on the 180th day after issuance at a redemption price of 150% plus accrued interest. The holder of the note, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Companys common stock at a 40% discount from the lowest trading price during the 20 days prior to conversion. Prior to the 180th day after issuance, the conversion price cannot be less than a floor of $.03 per share of common stock. The Company has identified this conversion feature as a derivative and estimated the fair value of the derivative using a multinomial lattice model simulation. (See Note 11). The note also contains penalty provisions in the event of our default in repayment of the note (if not converted by the holder into shares of common stock) after 180 days from issuance. | ||||||||||||
Subsequent Event [Member] | Eagle Equities LLC [Member] | May 15, 2017 Convertible Redeemable Note [Member] | |||||||||||||
Conversion of principal amount | $ 115,000 | ||||||||||||
Convertible note interest rate | 8.00% | ||||||||||||
Convertible note issued at a discount | $ 105,000 | ||||||||||||
Convertible note payable description | We can redeem the note at any time prior to 90 days from the issuance date at a redemption price of 125% plus accrued interest. The redemption price thereafter increases to 135%, plus accrued interest, until the 120th day from issuance and to150%, plus accrued interest, until the 180th day from issuance. The note is due and payable on May 15, 2018. During the first 6 months the note is in effect, the holder of the note, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of our common stock at a fixed price of $0.03 per share. Beginning the 6 month anniversary of the note, the holder of the note, at is option, may convert the unpaid principal of, and accrued interest on, the note into shares of our common stock a 40% discount from the average of the three lowest trading prices during the 25 days prior to conversion. The note also contains penalty provisions in the event of our default in repayment of the note (if not converted by the holder into shares of common stock) after 180 days from issuance. | ||||||||||||
Subsequent Event [Member] | GS Capital Partners [Member] | May 24, 2017 Convertible Redeemable Note [Member] | |||||||||||||
Conversion of principal amount | $ 173,000 | ||||||||||||
Convertible note interest rate | 8.00% | ||||||||||||
Convertible note issued at a discount | $ 158,000 | ||||||||||||
Subsequent Event [Member] | Crown Bridge Partners, LLC [Member] | May 16, 2017 Convertible Redeemable Note [Member] | |||||||||||||
Convertible note interest rate | 8.00% | ||||||||||||
Convertible note issued at a discount | $ 54,000 | ||||||||||||
Subsequent Event [Member] | Crown Bridge Partners, LLC [Member] | June 12, 2017 Equity Purchase Agreement [Member] | |||||||||||||
Common stock value | $ 100,000 | ||||||||||||
Conversion of principal amount | $ 60,000 | ||||||||||||
Convertible note payable description | We are entitled to redeem the note at a redemption price of 125% plus accrued interest during the first 90 days after issuance. The redemption price then increases to 135% until the 120th day after issuance and then increases to 150% until the 180th day after issuance, after which the date the note may not be redeemed. If the note is not redeemed or we otherwise default thereunder, Crown Bridge may convert the unpaid balance into shares of our Class A common stock at a conversion price equal to the lesser of (i) the closing price of our Class A common stock on the issuance date of the note or (ii) 60% of the average of the three lowest trading prices during the 25-day period prior to the notice of conversion.  | ||||||||||||
Equity purchase agreement committed to purchase | $ 3,000,000 | ||||||||||||
Common stock term | 24 months | ||||||||||||
Trading volume of stock | 150.00% | ||||||||||||
Purchase price business acquisitions description | The purchase price of shares issued in respect of each put notice is 80% of the average of the three lowest trading prices in the seven trading days immediately preceding the date on which the Company exercises its put right | ||||||||||||
Description of registration statement | We are required to file a registration statement with the SEC on Form S-1 within 45 days of the date of the Equity Purchase Agreement covering the resale of shares to be issued under such agreement and to use our best efforts to cause the registration statement to become effective within 90 days of such date | ||||||||||||
Commitment fee | $ 80,000 | ||||||||||||
Interest rate | 8.00% | ||||||||||||
Maturity date | Dec. 12, 2017 | ||||||||||||
Subsequent Event [Member] | May 24, 2017 Convertible Redeemable Note [Member] | |||||||||||||
Convertible note payable description | We can redeem the note at any time prior to 60 days from the issuance date at a redemption price of 118% plus accrued interest. The redemption price thereafter increases to 125%, plus accrued interest, until the 120 th | ||||||||||||
Maturity date | May 24, 2018 | ||||||||||||
Subsequent Event [Member] | JSJ Investments Inc [Member] | July 7, 2017 Convertible Redeemable Note [Member] | |||||||||||||
Conversion of principal amount | $ 125,000 | ||||||||||||
Convertible note interest rate | 12.00% | ||||||||||||
Convertible note issued at a discount | $ 118,750 | ||||||||||||
Convertible note payable description | We can redeem the note at any time prior to 90 days from the issuance date at a redemption price of 120% plus accrued interest. The redemption price thereafter increases to 125%, plus accrued interest, until the 120th day from issuance, and thereafter increases to a redemption price of 145% plus accrued interest until the 180th day after issuance and 150% plus accrued interest until the maturity date of March 30, 2018. The holder of the note, at its option, may convert the unpaid principal balance of, and accrued interest on, the note into shares of our common stock at a price of no lower than $0.03 per share of common stock until the 180th day after issuance and thereafter at a price 40% discount from the lowest trading prices during the 20 days prior to conversion. The note also contains penalty provisions in the event of our default in repayment of the note (if not converted by the holder into shares of common stock) | ||||||||||||
Maturity date | Mar. 30, 2018 | ||||||||||||
Subsequent Event [Member] | Issuance of Class A Common Shares [Member] | |||||||||||||
Common stock, share issued | 24,750,000 | 465,396,910 | 465,396,910 | 16,000,000 | |||||||||
Common stock value | $ 307,978 | $ 307,978 | |||||||||||
Common stock issued for services share | 8,000,000 | ||||||||||||
Common stock issued for services value | $ 136,000 | ||||||||||||
Shares in settlement of accrued expenses share | 440,000 | 440,000 | |||||||||||
Shares in settlement of accrued expenses value | $ 44,000 | $ 44,000 | |||||||||||
Common stock in cashless warrants | 353,359,992 | 353,359,992 | |||||||||||
Settlement of preferred stock | 24,750,000 | 24,750,000 | |||||||||||
Accrued dividends | $ 291,207 | $ 428,707 | $ 428,707 | ||||||||||
Exercise of warrants | 16,000,000 | 16,000,000 | |||||||||||
Warrants settlement of debt | $ 239,365 | $ 239,365 | |||||||||||
Upon cashless warrant exercise | 353,359,992 | ||||||||||||
Conversion of principal amount | $ 137,500 | ||||||||||||
Subsequent Event [Member] | Common Class A [Member] | |||||||||||||
Common stock, share issued | 62,846,918 | 62,846,918 | |||||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | |||||||||||||
Shares issuable under agreement | 16,000,000 | ||||||||||||
Debt to be extinguished under agreement | $ 120,000 | ||||||||||||
Accrued interest to be extinguished under agreement | $ 119,365 |