Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Oct. 31, 2015 | Sep. 19, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | NEW MEDIA INSIGHT GROUP, INC. | |
Entity Central Index Key | 1,493,040 | |
Document Type | 10-Q/A | |
Document Period End Date | Oct. 31, 2015 | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 1 on Form 10-Q/A (this Amendment) amends the Quarterly Report of New Media Insight Group, Inc. (the Company) on Form 10-Q for the three and six months ended October 31, 2015, as filed with the Securities and Exchange Commission on June 13, 2017 (the Original Filing). This Amendment is being filed for the purpose of restating the Companys balance sheet, statement of operations and cash flow statement to correct an accounting error in determining the fair value of embedded derivatives and associated debt discount on a convertible note, as described in Note 10 to the financial statements. The net effect of which was a decrease of $137 in reported net income for the six months ended October 31, 2015. In addition, the Overview section of Managements Discussion and Analysis of Financial Condition and Results of Operations has been revised. We have not updated the information contained herein for events occurring subsequent to June 13, 2017, the filing date of the Original Filing. | |
Current Fiscal Year End Date | --04-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 38,899,269 | |
Trading Symbol | NMED | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Oct. 31, 2015 | Apr. 30, 2015 |
Current assets: | ||
Cash | $ 734 | $ 15,056 |
Total current assets | 734 | 15,056 |
Property and equipment, net | 1,051 | 1,237 |
Total Assets | 1,785 | 16,293 |
Current liabilities: | ||
Accounts payable and accrued expenses | 40,828 | 18,171 |
Due to related party | 24,000 | 8,632 |
Convertible promissory note | 28,363 | 60,500 |
Derivative liabilities | 1,338,005 | 1,768,464 |
Total current liabilities | 1,431,195 | 1,855,767 |
Stockholders’ deficit: | ||
Preferred stock, $0.001 par value; 25,000,000 shares authorized, none issued and outstanding | ||
Common stock, $0.001 par value, 850,000,000 shares authorized, 31,099,267 and 29,768,750 shares issued and outstanding as of October 31, 2015 and April 30, 2015, respectively | 31,099 | 29,769 |
Additional paid in capital | (634,186) | (721,984) |
Accumulated deficit | (826,323) | (1,147,259) |
Total stockholders’ deficit | (1,429,410) | (1,839,474) |
Total liabilities and stockholders’ deficit | $ 1,785 | $ 16,293 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Oct. 31, 2015 | Apr. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 850,000,000 | 850,000,000 |
Common Stock, shares issued | 31,099,267 | 29,768,750 |
Common Stock, shares outstanding | 31,099,267 | 29,768,750 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Income Statement [Abstract] | ||||
REVENUES | ||||
OPERATING EXPENSES: | ||||
Selling, general and administrative | 27,273 | 79,728 | 54,348 | 149,015 |
Depreciation and amortization | 93 | 25,133 | 186 | 50,265 |
Total operating expenses | 27,366 | 104,861 | 54,534 | 199,280 |
Net loss from operations | (27,366) | (104,861) | (54,534) | (199,280) |
OTHER INCOME (EXPENSES): | ||||
Interest expense | (114,023) | (115,913) | ||
Change in fair value of derivative liabilities | 297,801 | 491,383 | ||
Total other income (expense) | 183,778 | 375,470 | ||
NET INCOME (LOSS) | $ 156,412 | $ (104,861) | $ 320,936 | $ (199,280) |
Basic income (loss) per common share | $ 0.01 | $ 0 | $ 0.01 | $ (0.01) |
Diluted income (loss) per common share | $ 0 | $ 0 | $ 0 | $ (0.01) |
Weighted average number of common shares outstanding-basic | 30,485,994 | 29,768,750 | 30,570,281 | 29,768,750 |
Weighted average number of common shares outstanding-diluted | 226,436,782 | 29,768,750 | 226,521,069 | 29,768,750 |
Condensed Statement of Stockhol
Condensed Statement of Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Apr. 30, 2014 | $ 29,769 | $ 1,159,609 | $ (911,471) | $ 277,907 | |
Balance, shares at Apr. 30, 2014 | 29,768,750 | ||||
Derivative liability | (1,881,593) | (1,881,593) | |||
Net income | (235,788) | (235,788) | |||
Balance at Apr. 30, 2015 | $ 29,769 | (721,984) | (1,147,259) | (1,839,474) | |
Balance, shares at Apr. 30, 2015 | 29,768,750 | ||||
Common stock issued in as commitment fees | $ 531 | 63,180 | 63,711 | ||
Common stock issued in as commitment fees, shares | 531,368 | ||||
Common stock issued in settlement of convertible debt | $ 667 | 19,333 | 20,000 | ||
Common stock issued in settlement of convertible debt, shares | 666,667 | ||||
Sale of common stock | $ 132 | 5,285 | 5,417 | ||
Sale of common stock, shares | 132,482 | ||||
Net income | 320,936 | 320,936 | |||
Balance at Oct. 31, 2015 | $ 31,099 | $ (634,186) | $ (826,323) | $ (1,429,410) | |
Balance, shares at Oct. 31, 2015 | 31,099,267 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) for the period | $ 320,936 | $ (199,280) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 186 | 50,265 |
Amortization of debt discounts | 34,882 | |
Common stock issued as commitment fee | 63,711 | |
Change in fair value of derivative liabilities | (491,383) | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 22,657 | (5,029) |
Net cash used in operating activities | (35,107) | (154,044) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Advances from (payments to) related party | 15,368 | (4,321) |
Sale of common stock | 5,417 | |
Net cash provided by (used in) financing activities | 20,785 | (4,321) |
Net decrease in cash | (14,322) | (158,365) |
Cash-beginning of period | 15,056 | 210,099 |
Cash-end of period | 734 | 51,734 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | ||
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Common stock issued in settlement of convertible note payable | $ 10,000 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Oct. 31, 2015 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS New Media Insight Group, Inc. (the “Company”) was incorporated on March 29, 2010 in the State of Nevada, U.S.A. Our fiscal year end is April 30. Our administrative offices are located in Cave Creek, AZ. The Company is a pre revenue stage company and operates as an internet marketing business providing clients with the latest in new media and mobile / smart phone payment and advertising solutions. The Company is continuing to pursue and expand upon the same business; however, it is in the process of significantly enhancing its product and service offering and is developing new and proprietary technology in the area of mobile payments and online monetization. The Company intends to specialize in developing Internet and mobile marketing, loyalty, and communication solutions. The Company’s mission is to help local merchants connect, communicate and transact with their customers in a more effective way. The Company has devoted substantially all of its efforts to raising capital, planning and implementing the principal operations. The Company may continue to incur significant operating losses and to generate negative cash flow from operating activities. The Company’s ability to eliminate operating losses and to generate positive cash flow from operations in the future will depend upon a variety of factors, many of which it is unable to control. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Oct. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements The interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States of America (GAAP) applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information regarding the Company’s significant accounting policies, refer to the audited financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2015 filed with the Securities and Exchange Commission on August 13, 2015. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company. Recent Accounting Pronouncements There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
Going Concern and Management's
Going Concern and Management's Liquidity Plans | 6 Months Ended |
Oct. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management's Liquidity Plans | NOTE 3. GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of October 31, 2015, the Company had cash of $734 and working capital deficit (current liabilities in excess of current assets) of $1,430,461. During the six months ended October 31, 2015, the Company used net cash in operating activities of $35,107. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company does not have sufficient funds to meet its funding requirements. The Company’s primary source of operating funds since inception has been cash proceeds from private placements of common stock, notes payable and from advances from related parties. The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. The Company has stockholders’ deficiencies at October 31, 2015 and requires additional financing to fund future operations. Further, the Company does not have any commercial products available for sale and there is no assurance that if approval of their products is received that the Company will be able to generate cash flow to fund operations. Accordingly, the accompanying condensed financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The condensed financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
Capital Stock
Capital Stock | 6 Months Ended |
Oct. 31, 2015 | |
Equity [Abstract] | |
Capital Stock | NOTE 4. CAPITAL STOCK Authorized Stock The Company has authorized 850,000,000 common shares and 25,000,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. Share Issuance On December 10, 2014, the Company entered into an equity purchase agreement with Premier Venture Partners. Pursuant to the terms of the Equity Purchase Agreement, Premier Venture committed to purchase up to $2,000,000 of our common stock during the Open Period. From time to time during the Open Period, the Company may deliver a drawdown notice to Premier Venture which states the dollar amount that the Company intends to sell to Premier Venture on a date specified in the put notice (the “ Put Notice VWAP The Company registered 16,397,960 shares in accordance with a certain Registration Rights Agreement and Equity Purchase Agreement, each dated December 10, 2014 and subsequently became effective on March 13, 2015. The percentage of the total outstanding common stock registered for resale by the selling security holders was 35.5%, based on the 46,116,621 common shares outstanding as of October 31, 2015. In consideration for the execution and delivery of the Equity Purchase Agreement by Premier Venture, during the six months ended October 31, 2015, the Company issued Premier Venture 71,429 shares of common stock as initial commitment and 459,939 shares of common stock as additional commitment and charged the fair value of $63,711 to operations as interest expense. On May 1, 2015, the Board of Directors authorized the issuance of 37,056 shares of common stock for cash of $1,816. The shares are fully paid for and non-assessable and are being issued pursuant to the equity purchase agreement with the Premier Venture Partners, LLC dated December 10, 2014 and the 1st Put Notice dated May 1, 2015. On May 8, 2015, the Board of Directors authorized the issuance of 37,336 shares of common stock for cash of $1,568. The shares are fully paid for and non-assessable and are being issued pursuant to the equity purchase agreement with the Premier Venture Partners, LLC dated December 10, 2014 and the 2nd Put Notice dated May 8, 2015. On June 3, 2015, the Board of Directors authorized the issuance of 58,090 shares of common stock for cash of $2,033. The shares are fully paid for and non-assessable and are being issued pursuant to the equity purchase agreement with the Premier Venture Partners, LLC dated December 10, 2014 and the 3rd Put Notice dated June 3, 2015. On October 12, 2015, the Company issued 666,667 shares of its common stock in settlement of $10,000 of convertible notes payable. There were 31,099,267 and 29,768,750 common shares issued and outstanding at October 31, 2015 and April 30, 2015, respectively. There are no preferred shares outstanding. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Oct. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5. PROPERTY AND EQUIPMENT The following table summarizes the property and equipment. October 31, 2015 April 30, 2015 Property and equipment $ 2,079 $ 2,079 Accumulated depreciation (1,144 ) (842 ) $ 1,051 $ 1,237 During the three and six months ended October 31, 2015, the depreciation was $93 and $186, respectively. During the three and six months ended October 31, 2014, the depreciation was $133 and $265, respectively. |
Options
Options | 6 Months Ended |
Oct. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options | NOTE 6. OPTIONS The options have been granted in conjunction with an employment agreement. The following table summarizes the options at October 31, 2015 Exercise Prices Number of Stock Options Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Actual Number Exercisable Weighted Average Exercise Price $ 0.75 2,013,500 1.63 $ 0.75 504,500 $ 0.75 2,013,500 1.63 $ 0.75 504,500 $ 0.75 Transactions involving the Company’s option issuance are summarized as follows: Number of Stock Options Weighted Average Price Per Share Outstanding at April 30, 2015 2,013,500 $ 0.75 Granted - - Exercised - - Cancel or expired - - Outstanding at October 31, 2015 2,013,500 $ 0.75 Options yet to be vested 1,509,000 Options vested at October 31, 2015 504,500 |
Warrants
Warrants | 6 Months Ended |
Oct. 31, 2015 | |
Warrants | |
Warrants | NOTE 7. WARRANTS The warrants were issued in conjunction with certain common stock offerings. Transactions involving the Company’s warrants issuance are summarized as follows: Number of Warrants Weighted Average Price Per Share Outstanding at April 30, 2015 1,100,000 $ 1.00 Granted - - Exercised - - Cancel or expired (1,100,000 ) $ 1.00 Outstanding at October 31, 2015 - - |
Derivative Liability
Derivative Liability | 6 Months Ended |
Oct. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | NOTE 8. DERIVATIVE LIABILITY The Company reviews the terms of equity purchase agreements and the terms of convertible debt issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method. Equity Purchase Agreement with Premier Venture Partners On December 10, 2014, the Company entered into an equity purchase agreement with Premier Venture Partners. Pursuant to the terms of the Equity Purchase Agreement, Premier Venture committed to purchase up to $2,000,000 of our common stock during the Open Period. From time to time during the Open Period, the Company may deliver a drawdown notice to Premier Venture which states the dollar amount that the Company intends to sell to Premier Venture on a date specified in the put notice (the “Put Notice”). The maximum investment amount per notice shall not exceed the lesser of (i) 200% of the average daily trading volume of our common stock on the five trading days prior to the day the Put Notice is received by Premier Venture and (ii) 110% of any previous put amount during the maximum thirty-six (36) month period (however the amount for the preceding (ii) shall never be less than 70,000 shares). The total purchase price to be paid, in connection to the Put Notice, by Premier Venture shall be calculated at a thirty percent (30%) discount to the lowest individual daily volume weighted average price of the common stock of our company during such trading day (“VWAP”) of during the five (5) consecutive trading days immediately after the applicable date of the Put Notice, notwithstanding certain provisions pursuant to the Equity Purchase Agreement, less six hundred dollars ($600). There is a derivative in the Equity Purchase Agreement. The Company evaluated the terms of the conversion features of the equity purchase agreement in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined it is indexed to the Company’s common stock and that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. The Company used the following Black-Scholes assumptions in arriving at the fair value of this derivative. Stock price $0.015 Expected term 0.11 year Expected volatility 243.7% Risk free interest rate 0.01% Dividend yield 0 The continuity schedule of this derivative is as follows: Balance -April 30, 2015 $ 1,768,464 Fair Value Adjustment (514,043 ) Balance – October 31, 2015 $ 1,254,421 Convertible Promissory Note with Iconic Holdings On April 9, 2015, we entered in a note purchase agreement with Iconic Holdings, LLC (“Iconic”). Pursuant to this agreement, we sold a convertible promissory note representing the sum of $60,500 to Iconic for $50,000 in cash, $5,000 for due diligence services, and $5,500 as an original issue discount. The note is due April 9, 2016, carries 10% interest per annum and may be converting into common shares of our company at a conversion price of 60% of the lowest trading price of our common stock during the 15 consecutive trading days prior to the date on which holder elects to convert all or part of the note. The carrying value of the note of $28,363 on the accompanying balance sheet at October 31, 2015 is net of unamortized debt discount of $32,137. During the six months ended October 31, 2015, the Company amortized $28,363 to current period interest expense. As of the date of this filing, the note is in default. There is a derivative in the loan agreement. Because the warrant values exceeded the note values after the beneficial conversion feature discount, the warrants have been bifurcated out and recorded separately. The initial value was the fair value less the fair value of the debt discount. The difference between the amortized fair value and the revalued fair value at each reporting period is recorded as a derivative liability. This derivative liability will change every reporting period based on the current market conditions. The Company used the following Black-Scholes assumptions in arriving at the fair value of the derivative. Stock price $0.015 Expected term 1.92 years Expected volatility 243.7% Risk free interest rate 0.75% Dividend yield 0 The continuity schedule of this derivative is as follows: Balance -April 30, 2015 $ - Derivative Liability 70,924 Transfer to (from) due to conversion of note payable (10,000 ) Fair Value Adjustment 22,660 Balance – October 31, 2015 $ 83,584 |
Due to Related Party
Due to Related Party | 6 Months Ended |
Oct. 31, 2015 | |
Related Party Transactions [Abstract] | |
Due to Related Party | NOTE 9. DUE TO RELATED PARTY As at October 31, 2015 and April 30, 2015, the Company was obligated to a director, who is also an officer, for a non-interest bearing demand loan with a balance of $24,000 and $8,632, respectively. Interest is immaterial. |
Restatement
Restatement | 6 Months Ended |
Oct. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement | NOTE 10. RESTATEMENT The accompanying condensed balance sheet as of October 31, 2015, statement of operations for the three and six months ended October 31, 2015 and the condensed statement of cash flows for the six months ended October 31, 2015 has been restated for the purpose of correcting an error in determining the fair value of embedded derivatives and associated debt discount on a convertible note. Accordingly, the Company restated the condensed balance sheet as of October 31, 2015, statement of operations for the three and six months ended October 31, 2015 and the condensed statement of cash flows for the six months ended October 31, 2015 by disclosing this error in this Form 10-Q/A. The changes in the reported amounts are summarized in the following reconciliation of the Company’s restated condensed balance sheet as of October 31, 2015: (As restated) (As reported) ASSETS Total assets (unchanged) $ 1,785 $ 1,785 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable and accrued expenses (minor rounding) 40,827 40,828 Due to related party 24,000 24,000 Convertible promissory note 28,363 50,500 Derivative liability 1,338,005 1,315,730 Total current liabilities 1,431,195 1,855,767 Stockholders’ deficit (1,429,410 ) (1,429,273 ) Total liabilities and stockholders’ deficit $ 1,785 $ 1,785 (As restated) (As reported) Operating expenses (minor rounding) $ 27,366 $ 27 367 Other income (expense) Interest expense (114,023 ) (136,160 ) Change in fair value of derivative liability 297,801 320,076 Net income $ 156,412 $ 156,549 Basic income per common share $ 0.01 $ 0.01 Diluted income per common share $ 0.00 $ 0.0 (As restated) (As reported) Operating expenses (minor rounding) $ 54,534 $ 54,535 Other income (expense) Interest expense (115,913 ) (138,050 ) Change in fair value of derivative liability 491,383 513,658 Net income $ 320,936 $ 375,608 Basic income per common share $ 0.01 $ 0.01 Diluted income per common share $ 0.00 $ 0.0 (As restated) (As reported) Cash flows from operating activities: Net income $ 320,936 $ 321,073 Amortization of debt discounts 34,882 70,924 Change in fair value of derivative liabilities (491,383 ) (513,658 ) Other operating activities 100,458 86,554 Net cash used in operating activities (35,107 ) (35,107 ) Net cash provided by financing activities (unchanged) 20,785 20,785 Net decrease in cash (14,322 ) (14,322 ) Cash-beginning of period 15,056 15,056 Cash-end of period $ 734 $ 734 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Oct. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS On June 2, 2016, the Company entered into an investment agreement (the “Investment Agreement”) with Atlanta Capital Partners, LLC (“ACP”), Summit Trading Ltd. (“Summit”) and Leone Group, LLC (“Leone” and collectively with ACP and Summit, the “Investors”). Pursuant to the terms of the Investment Agreement, the Investors agreed to provide funds to the Company on an as needed basis and as requested by the Company, of no more than $50,000. Such funds may be used by the Company for transfer agent, accounting and auditing costs and fees associated with application and approval of quotation on the OTC Pink market. No funds may be used for payments to related parties or for payments to Iconic Holdings, LLC (“Iconic”). Pursuant to the terms of the Investment Agreement, of these funds, $5,000 will be provided upon completion of the audit of the Company’s financial statements for the most recently completed fiscal year, together with receipt by the Company of a final audit report by the auditor. Each investment will be apportioned pro rata among the Investors and the obligations of each of the Investors under the Investment Agreement are several and not joint. Each investment will be evidenced by a convertible promissory note issued by the Company to the Investor making the investment. Each note will bear interest at a rate of 10% and will convert, at any time, at the Investor’s option, at a conversion rate equal to 50% of the lowest trading price of the Company’s common stock during the five days prior to such notice of conversion. Effectiveness of the Investment Agreement and the parties’ obligations thereunder are conditioned upon, among other things, entry into subscription agreements relating to the Company Sales (as defined below), execution of the Debt Settlement Agreement (as defined below), and execution of stock purchase agreements relating to the Palethorpe Sales (as defined below). Such additional agreements closed on August 9, 2016. On June 2, 2016, the Company entered into a debt settlement agreement (the “Debt Settlement Agreement”) with Mr. Palethorpe, pursuant to which the Company and Mr. Palethorpe agreed to settle certain outstanding debt owed to Mr. Palethorpe by the Company for services previously provided by Mr. Palethorpe to the Company. The Company agreed to (i) pay Mr. Palethorpe $2,800 in cash on the closing date (the “Closing Date”), (ii) pay Mr. Palethorpe $5,000 upon the completion of the audit of the Company’s financial statements for the most recently completed fiscal year, together with the receipt by the Company of a final audit report by the auditor, and (iii) issue to Mr. Palethorpe 3,500,000 shares of Company common stock on the Closing Date. The Debt Settlement Agreement was effective as of the closing of the various other agreements herein described on August 8, 2016. Effective August 9, 2016, Michael Palethorpe, the Company’s President, Chief Executive Officer, Secretary, Treasurer, sole director and majority stockholder, sold to each of ACP, an entity wholly owned by David Kugelman, the Company’s temporary Chief Financial Officer, Leone and Summit 5,666,666 shares of Company common stock in exchange for payment of $567 ($1,700 in the aggregate) to Mr. Palethorpe (collectively, the “Palethorpe Sales”). Each of ACP, Leone and Summit used his or its personal funds for such stock purchases. The Palethorpe Sales resulted in a change of control of the Company. As a result of the Palethorpe Sales, each of ACP, Leone and Summit owned approximately 18.2% of the Company’s outstanding common stock, based on 31,099,267 shares outstanding. In addition, effective August 8, 2016: (i) Each of ACP, Leone and Summit purchased from the Company 933,334 shares in exchange for payment of $934 ($2,802 in the aggregate) to the Company (the “KLS Sales”), (ii) Iconic Holdings, LLC (“Iconic”) purchased from the Company 1,500,000 shares in exchange for payment of $1,500 to the Company (the “Iconic Sale”), and (iii) Mr. Palethorpe purchased from the Company 3,500,000 shares valued at $3,500 (collectively with the KLS Sales and the Iconic Sale, the “Company Sales”). After giving effect to the Palethorpe Sales and the Company Sales, there were 38,899,269 shares of Company common stock outstanding and (i) each of ACP, Leone and Summit owned 6,600,000 shares of Company common stock, representing approximately 17.0% of the Company’s outstanding common stock, (ii) Iconic owned 1,500,000 shares of Company common stock, representing approximately 3.9% of the Company’s outstanding common stock, and (iii) Mr. Palethorpe owned 3,500,002 shares of Company common stock representing approximately 9.0% of the Company’s outstanding common stock. On August 8, 2016, Mr. Palethorpe resigned as Chief Financial Officer of the Company. Mr. Palethorpe retained the titles of President, Chief Executive Officer, Secretary and Treasurer and remained a member of the Company’s board of directors. Mr. Palethorpe agreed to retain his officer positions with the Company for a period not to exceed six months from the closing date of the Palethorpe Sales. Also on August 8, 2016, the Company appointed Kugelman as the Company’s temporary Chief Financial Officer. On August 12, 2016, the Company sold 2,800,002 shares of its common stock for net proceeds of $2,800, issued 1,500,000 of its common stock for services valued at $7,500 and 3,500,000 shares of its common stock in settlement of its related party loans due of $16,713 |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Oct. 31, 2015 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements The interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States of America (GAAP) applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information regarding the Company’s significant accounting policies, refer to the audited financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2015 filed with the Securities and Exchange Commission on August 13, 2015. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Oct. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The following table summarizes the property and equipment. October 31, 2015 April 30, 2015 Property and equipment $ 2,079 $ 2,079 Accumulated depreciation (1,144 ) (842 ) $ 1,051 $ 1,237 |
Options (Tables)
Options (Tables) | 6 Months Ended |
Oct. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Options | The options have been granted in conjunction with an employment agreement. The following table summarizes the options at October 31, 2015 Exercise Prices Number of Stock Options Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Actual Number Exercisable Weighted Average Exercise Price $ 0.75 2,013,500 1.63 $ 0.75 504,500 $ 0.75 2,013,500 1.63 $ 0.75 504,500 $ 0.75 |
Schedule of Transactions Involving Option Issuance | Transactions involving the Company’s option issuance are summarized as follows: Number of Stock Options Weighted Average Price Per Share Outstanding at April 30, 2015 2,013,500 $ 0.75 Granted - - Exercised - - Cancel or expired - - Outstanding at October 31, 2015 2,013,500 $ 0.75 Options yet to be vested 1,509,000 Options vested at October 31, 2015 504,500 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Oct. 31, 2015 | |
Warrants | |
Schedule of Warrants | The warrants were issued in conjunction with certain common stock offerings. Transactions involving the Company’s warrants issuance are summarized as follows: Number of Warrants Weighted Average Price Per Share Outstanding at April 30, 2015 1,100,000 $ 1.00 Granted - - Exercised - - Cancel or expired (1,100,000 ) $ 1.00 Outstanding at October 31, 2015 - - |
Derivative Liability (Tables)
Derivative Liability (Tables) | 6 Months Ended |
Oct. 31, 2015 | |
Premier Venture Partners [Member] | |
Schedule of Fair Value Assumption of Derivative Liability | The Company used the following Black-Scholes assumptions in arriving at the fair value of this derivative. Stock price $0.015 Expected term 0.11 year Expected volatility 243.7% Risk free interest rate 0.01% Dividend yield 0 |
Schedule of Continuity of Derivative | The continuity schedule of this derivative is as follows: Balance -April 30, 2015 $ 1,768,464 Fair Value Adjustment (514,043 ) Balance – October 31, 2015 $ 1,254,421 |
Iconic Holdings LLC [Member] | |
Schedule of Fair Value Assumption of Derivative Liability | The Company used the following Black-Scholes assumptions in arriving at the fair value of the derivative. Stock price $0.015 Expected term 1.92 years Expected volatility 243.7% Risk free interest rate 0.75% Dividend yield 0 |
Schedule of Continuity of Derivative | The continuity schedule of this derivative is as follows: Balance -April 30, 2015 $ - Derivative Liability 70,924 Transfer to (from) due to conversion of note payable (10,000 ) Fair Value Adjustment 22,660 Balance – October 31, 2015 $ 83,584 |
Restatement (Tables)
Restatement (Tables) | 6 Months Ended |
Oct. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Restatement | The changes in the reported amounts are summarized in the following reconciliation of the Company’s restated condensed balance sheet as of October 31, 2015: (As restated) (As reported) ASSETS Total assets (unchanged) $ 1,785 $ 1,785 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable and accrued expenses (minor rounding) 40,827 40,828 Due to related party 24,000 24,000 Convertible promissory note 28,363 50,500 Derivative liability 1,338,005 1,315,730 Total current liabilities 1,431,195 1,855,767 Stockholders’ deficit (1,429,410 ) (1,429,273 ) Total liabilities and stockholders’ deficit $ 1,785 $ 1,785 (As restated) (As reported) Operating expenses (minor rounding) $ 27,366 $ 27 367 Other income (expense) Interest expense (114,023 ) (136,160 ) Change in fair value of derivative liability 297,801 320,076 Net income $ 156,412 $ 156,549 Basic income per common share $ 0.01 $ 0.01 Diluted income per common share $ 0.00 $ 0.0 (As restated) (As reported) Operating expenses (minor rounding) $ 54,534 $ 54,535 Other income (expense) Interest expense (115,913 ) (138,050 ) Change in fair value of derivative liability 491,383 513,658 Net income $ 320,936 $ 375,608 Basic income per common share $ 0.01 $ 0.01 Diluted income per common share $ 0.00 $ 0.0 (As restated) (As reported) Cash flows from operating activities: Net income $ 320,936 $ 321,073 Amortization of debt discounts 34,882 70,924 Change in fair value of derivative liabilities (491,383 ) (513,658 ) Other operating activities 100,458 86,554 Net cash used in operating activities (35,107 ) (35,107 ) Net cash provided by financing activities (unchanged) 20,785 20,785 Net decrease in cash (14,322 ) (14,322 ) Cash-beginning of period 15,056 15,056 Cash-end of period $ 734 $ 734 |
Going Concern and Management'24
Going Concern and Management's Liquidity Plans (Details Narrative) - USD ($) | 6 Months Ended | |||
Oct. 31, 2015 | Oct. 31, 2014 | Apr. 30, 2015 | Apr. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash | $ 734 | $ 51,734 | $ 15,056 | $ 210,099 |
Working capital deficit | 1,430,461 | |||
Net cash used in operating activities | $ 35,107 | $ 154,044 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) - USD ($) | Oct. 12, 2015 | Jun. 03, 2015 | May 08, 2015 | May 02, 2015 | Dec. 10, 2014 | Dec. 10, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | Apr. 30, 2015 |
Common stock, shares authorized | 850,000,000 | 850,000,000 | 850,000,000 | ||||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Common stock, voting rights | Each common share entitles the holder to one vote | ||||||||||
Number of shares registered | 46,116,621 | ||||||||||
Percentage of total outstanding common stock registered | 35.50% | ||||||||||
Interest expense | $ (114,023) | $ (115,913) | |||||||||
Common stock issued in settlement of convertible debt | $ 20,000 | ||||||||||
Common stock, shares issued | 31,099,267 | 31,099,267 | 29,768,750 | ||||||||
Common stock, shares outstanding | 31,099,267 | 31,099,267 | 29,768,750 | ||||||||
Preferred stock, shares outstanding | |||||||||||
Convertible Debt [Member] | |||||||||||
Common stock issued in settlement of convertible debt, shares | 666,667 | ||||||||||
Common stock issued in settlement of convertible debt | $ 10,000 | ||||||||||
Equity Purchase Agreement [Member] | Premier Venture Partners [Member] | |||||||||||
Maximum investment amount, description | The maximum investment amount per notice shall not exceed the lesser of (i) 200% of the average daily trading volume of our common stock on the five trading days prior to the day the Put Notice is received by Premier Venture and (ii) 110% of any previous put amount during the maximum thirty-six (36) month period (however the amount for the preceding (ii) shall never be less than 70,000 shares). | ||||||||||
Total purchase price, description | The total purchase price to be paid, in connection to the Put Notice, by Premier Venture shall be calculated at a thirty percent (30%) discount to the lowest individual daily volume weighted average price of the common stock of our company during such trading day ("VWAP") of during the five (5) consecutive trading days immediately after the applicable date of the Put Notice, notwithstanding certain provisions pursuant to the Equity Purchase Agreement, less six hundred dollars ($600). | ||||||||||
Maximum number of shares precede during period | 70,000 | ||||||||||
Number of shares issued | 71,429 | ||||||||||
Common stock shares issued as additional commitment | 459,939 | ||||||||||
Interest expense | $ 63,711 | ||||||||||
Equity Purchase Agreement [Member] | Premier Venture Partners [Member] | Board of Directors [Member] | |||||||||||
Number of shares issued | 58,090 | 37,336 | 37,056 | ||||||||
Value of stock issued | $ 2,033 | $ 1,568 | $ 1,816 | ||||||||
Equity Purchase Agreement [Member] | Premier Venture Partners [Member] | Maximum [Member] | |||||||||||
Number of shares committed | 2,000,000 | ||||||||||
Registration Rights Agreement [Member] | |||||||||||
Number of shares registered | 16,397,960 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 93 | $ 133 | $ 186 | $ 265 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Oct. 31, 2015 | Apr. 30, 2015 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 2,079 | $ 2,079 |
Accumulated depreciation | (1,144) | (842) |
Property and equipment, net | $ 1,051 | $ 1,237 |
Options - Schedule of Options (
Options - Schedule of Options (Details) - $ / shares | 6 Months Ended | |
Oct. 31, 2015 | Apr. 30, 2015 | |
Weighted average exercise price, outstanding | $ 0.75 | $ 0.75 |
Number of stock options outstanding | 2,013,500 | 2,013,500 |
Weighted average remaining contractual life (years) | 1 year 7 months 17 days | |
Actual number exercisable | 504,500 | |
Weighted average exercise price, exercisable | $ 0.75 | |
Exercise Price One [Member] | ||
Weighted average exercise price, outstanding | $ 0.75 | |
Number of stock options outstanding | 2,013,500 | |
Weighted average remaining contractual life (years) | 1 year 7 months 17 days | |
Actual number exercisable | 504,500 | |
Weighted average exercise price, exercisable | $ 0.75 |
Options - Schedule of Transacti
Options - Schedule of Transactions Involving Option Issuance (Details) | 6 Months Ended |
Oct. 31, 2015$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of stock options, Outstanding beginning | 2,013,500 |
Number of stock options, Granted | |
Number of stock options, Exercised | |
Number of stock options, Cancel or expired | |
Number of stock options, Outstanding ending | 2,013,500 |
Number of stock options yet to be vested | 1,509,000 |
Number of stock options vested at October 31, 2015 | 504,500 |
Weighted average price per share, Outstanding beginning | $ / shares | $ 0.75 |
Weighted average price per share, Granted | $ / shares | |
Weighted average price per share, Exercised | $ / shares | |
Weighted average price per share, Cancel or expired | $ / shares | |
Weighted average price per share, Outstanding ending | $ / shares | $ 0.75 |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants (Details) - Warrant [Member] | 6 Months Ended |
Oct. 31, 2015$ / sharesshares | |
Number of warrants, Outstanding beginning | shares | 1,100,000 |
Number of warrants, Granted | shares | |
Number of warrants, Exercised | shares | |
Number of warrants, Cancel or expired | shares | (1,100,000) |
Number of warrants, Outstanding ending | shares | |
Weighted average price per share, Outstanding beginning | $ / shares | $ 1 |
Weighted average price per share, Granted | $ / shares | |
Weighted average price per share, Exercised | $ / shares | |
Weighted average price per share, Cancel or expired | $ / shares | 1 |
Weighted average price per share, Outstanding ending | $ / shares |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | Apr. 09, 2015 | Dec. 10, 2014 | Oct. 31, 2015 | Apr. 30, 2015 |
Convertible promissory note | $ 28,363 | $ 60,500 | ||
Unamortized debt discount | 32,137 | |||
Amortization of expenses | $ 28,363 | |||
Iconic Holdings LLC [Member] | ||||
Convertible promissory note, amount | $ 60,500 | |||
Cash | 50,000 | |||
Due to diligence services | 5,000 | |||
Debt original issue discount | $ 5,500 | |||
Due date | Apr. 9, 2016 | |||
Percentage of convertible promissory note | 10.00% | |||
Percentage of stock price | 60.00% | |||
Equity Purchase Agreement [Member] | Premier Venture Partners [Member] | ||||
Maximum investment amount, description | The maximum investment amount per notice shall not exceed the lesser of (i) 200% of the average daily trading volume of our common stock on the five trading days prior to the day the Put Notice is received by Premier Venture and (ii) 110% of any previous put amount during the maximum thirty-six (36) month period (however the amount for the preceding (ii) shall never be less than 70,000 shares). | |||
Total purchase price, description | The total purchase price to be paid, in connection to the Put Notice, by Premier Venture shall be calculated at a thirty percent (30%) discount to the lowest individual daily volume weighted average price of the common stock of our company during such trading day ("VWAP") of during the five (5) consecutive trading days immediately after the applicable date of the Put Notice, notwithstanding certain provisions pursuant to the Equity Purchase Agreement, less six hundred dollars ($600). | |||
Maximum number of shares precede during period | 70,000 | |||
Equity Purchase Agreement [Member] | Premier Venture Partners [Member] | Maximum [Member] | ||||
Number of shares committed | 2,000,000 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Fair Value Assumption of Derivative Liability (Details) | 6 Months Ended |
Oct. 31, 2015$ / shares | |
Premier Venture Partners [Member] | |
Stock price | $ 0.015 |
Expected term | 1 month 9 days |
Expected volatility | 243.70% |
Risk free interest rate | 0.01% |
Dividend yield | 0.00% |
Iconic Holdings LLC [Member] | |
Stock price | $ 0.015 |
Expected term | 1 year 11 months 1 day |
Expected volatility | 243.70% |
Risk free interest rate | 0.75% |
Dividend yield | 0.00% |
Derivative Liability - Schedu33
Derivative Liability - Schedule of Continuity of Derivative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Balance - April 30, 2015 | $ 1,768,464 | |||
Fair Value Adjustment | $ 297,801 | 491,383 | ||
Balance - October 31, 2015 | 1,338,005 | 1,338,005 | ||
Premier Venture Partners [Member] | ||||
Balance - April 30, 2015 | 1,768,464 | |||
Fair Value Adjustment | (514,043) | |||
Balance - October 31, 2015 | 1,254,421 | 1,254,421 | ||
Iconic Holdings LLC [Member] | ||||
Balance - April 30, 2015 | ||||
Derivative Liability | 70,924 | |||
Transfer to (from) due to conversion of note payable | (10,000) | |||
Fair Value Adjustment | 22,660 | |||
Balance - October 31, 2015 | $ 83,584 | $ 83,584 |
Due to Related Party (Details N
Due to Related Party (Details Narrative) - USD ($) | Oct. 31, 2015 | Apr. 30, 2015 |
Related Party Transactions [Abstract] | ||
Due to director | $ 24,000 | $ 8,632 |
Restatement - Schedule of Resta
Restatement - Schedule of Restatement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | Apr. 30, 2015 | Apr. 30, 2014 | |
Total assets (unchanged) | $ 1,785 | $ 1,785 | $ 16,293 | |||
Accounts payable and accrued expenses (minor rounding) | 40,828 | 40,828 | 18,171 | |||
Due to related party | 24,000 | 24,000 | 8,632 | |||
Convertible promissory note | 28,363 | 28,363 | 60,500 | |||
Derivative liability | 1,338,005 | 1,338,005 | 1,768,464 | |||
Total current liabilities | 1,431,195 | 1,431,195 | 1,855,767 | |||
Stockholders' deficit | (1,429,410) | (1,429,410) | (1,839,474) | $ 277,907 | ||
Total liabilities and stockholders' deficit | 1,785 | 1,785 | 16,293 | |||
Operating expenses (minor rounding) | 27,366 | $ 104,861 | 54,534 | $ 199,280 | ||
Interest expense | (114,023) | (115,913) | ||||
Change in fair value of derivative liability | 297,801 | 491,383 | ||||
Net income | $ 156,412 | $ (104,861) | $ 320,936 | $ (199,280) | (235,788) | |
Basic income per common share | $ 0.01 | $ 0 | $ 0.01 | $ (0.01) | ||
Diluted income per common share | $ 0 | $ 0 | $ 0 | $ (0.01) | ||
Amortization of debt discounts | $ 34,882 | |||||
Change in fair value of derivative liability | $ (297,801) | (491,383) | ||||
Other operating activities | 100,458 | |||||
Net cash used in operating activities | (35,107) | (154,044) | ||||
Net cash provided by financing activities (unchanged) | 20,785 | (4,321) | ||||
Net decrease in cash | (14,322) | (158,365) | ||||
Cash-beginning of period | 15,056 | 210,099 | 210,099 | |||
Cash-end of period | 734 | $ 51,734 | 734 | $ 51,734 | 15,056 | |
As Reported [Member] | ||||||
Total assets (unchanged) | 1,785 | 1,785 | ||||
Accounts payable and accrued expenses (minor rounding) | 40,828 | 40,828 | ||||
Due to related party | 24,000 | 24,000 | ||||
Convertible promissory note | 50,500 | 50,500 | ||||
Derivative liability | 1,315,730 | 1,315,730 | ||||
Total current liabilities | 1,855,767 | 1,855,767 | ||||
Stockholders' deficit | (1,429,273) | (1,429,273) | ||||
Total liabilities and stockholders' deficit | 1,785 | 1,785 | ||||
Operating expenses (minor rounding) | 27,367 | 54,535 | ||||
Interest expense | (136,160) | (138,050) | ||||
Change in fair value of derivative liability | 320,076 | 513,658 | ||||
Net income | $ 156,549 | $ 375,608 | ||||
Basic income per common share | $ 0.01 | $ 0.01 | ||||
Diluted income per common share | $ 0 | $ 0 | ||||
Amortization of debt discounts | $ 70,924 | |||||
Change in fair value of derivative liability | $ (320,076) | (513,658) | ||||
Other operating activities | 86,554 | |||||
Net cash used in operating activities | (35,107) | |||||
Net cash provided by financing activities (unchanged) | 20,785 | |||||
Net decrease in cash | (14,322) | |||||
Cash-beginning of period | 15,056 | |||||
Cash-end of period | $ 734 | $ 734 | $ 15,056 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 12, 2016 | Aug. 09, 2016 | Aug. 08, 2016 | Jun. 02, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | Apr. 30, 2015 | Apr. 09, 2015 |
Common stock, shares outstanding | 31,099,267 | 29,768,750 | ||||||
Proceeds from common stock | $ 5,417 | |||||||
Number of shares issued to related party | $ 63,711 | |||||||
Iconic Holdings LLC [Member] | ||||||||
Debt interest rate | 10.00% | |||||||
Subsequent Event [Member] | ||||||||
Debt interest rate | 10.00% | |||||||
Debt conversion percentage | 50.00% | |||||||
Common stock, shares outstanding | 38,899,269 | |||||||
Number of shares sold | 2,800,002 | |||||||
Proceeds from common stock | $ 2,800 | |||||||
Number of shares issued for services, shares | 1,500,000 | |||||||
Number of shares issued for services | $ 7,500 | |||||||
Number of shares issued to related party, shares | 3,500,000 | |||||||
Number of shares issued to related party | $ 16,713 | |||||||
Subsequent Event [Member] | Mr. Palethorpe [Member] | ||||||||
Number of shares issued | 3,500,000 | |||||||
Number of shares issued value | $ 3,500 | |||||||
Ownership percentage | 9.00% | |||||||
Common stock, shares outstanding | 3,500,002 | |||||||
Subsequent Event [Member] | David Kugelman [Member] | ||||||||
Number of shares issued | 5,666,666 | |||||||
Payment of stock | $ 567 | |||||||
Number of shares issued value | $ 1,700 | |||||||
Subsequent Event [Member] | Atlanta Capital Partners, LLC [Member] | ||||||||
Number of shares issued | 933,334 | |||||||
Payment of stock | $ 934 | |||||||
Number of shares issued value | $ 2,802 | |||||||
Ownership percentage | 18.20% | 17.00% | ||||||
Common stock, shares outstanding | 31,099,267 | 6,600,000 | ||||||
Subsequent Event [Member] | Leone Group, LLC [Member] | ||||||||
Number of shares issued | 933,334 | |||||||
Payment of stock | $ 934 | |||||||
Number of shares issued value | $ 2,802 | |||||||
Ownership percentage | 18.20% | 17.00% | ||||||
Common stock, shares outstanding | 31,099,267 | 6,600,000 | ||||||
Subsequent Event [Member] | Summit Trading Ltd [Member] | ||||||||
Number of shares issued | 933,334 | |||||||
Payment of stock | $ 934 | |||||||
Number of shares issued value | $ 2,802 | |||||||
Ownership percentage | 18.20% | 17.00% | ||||||
Common stock, shares outstanding | 31,099,267 | 6,600,000 | ||||||
Subsequent Event [Member] | Iconic Holdings LLC [Member] | ||||||||
Number of shares issued | 1,500,000 | |||||||
Number of shares issued value | $ 1,500 | |||||||
Ownership percentage | 3.90% | |||||||
Common stock, shares outstanding | 1,500,000 | |||||||
Subsequent Event [Member] | Investment Agreement [Member] | ||||||||
Number of funds provided | $ 5,000 | |||||||
Subsequent Event [Member] | Investment Agreement [Member] | Atlanta Capital Partners, LLC [Member] | ||||||||
Number of funds provided | 50,000 | |||||||
Subsequent Event [Member] | Debt Settlement Agreement [Member] | Mr. Palethorpe [Member] | ||||||||
Debt principal amount | 2,800 | |||||||
Payment of debt | $ 5,000 | |||||||
Number of shares issued | 3,500,000 |