Document and Entity Information
Document and Entity Information | 6 Months Ended |
Oct. 31, 2015shares | |
Document and Entity Information: | |
Entity Registrant Name | Force Protection Video Equipment Corp. |
Document Type | 10-Q |
Document Period End Date | Oct. 31, 2015 |
Amendment Flag | false |
Entity Central Index Key | 1,518,720 |
Current Fiscal Year End Date | --04-30 |
Entity Common Stock, Shares Outstanding | 18,755,095 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q2 |
Trading Symbol | fpvd |
Force Protection Video Equipmen
Force Protection Video Equipment Corp.- Balance Sheets - USD ($) | Oct. 31, 2015 | Apr. 30, 2015 | |
Current Assets: | |||
Cash and cash equivalents | $ 169,678 | $ 35,226 | |
Inventory | 26,347 | ||
Accounts receivable | 7,163 | ||
Deferred financing | 7,761 | ||
Other assets | 45,850 | 25,350 | |
TOTAL CURRENT ASSETS | 256,799 | 60,576 | |
PROPERTY AND EQUIPMENT | |||
Property and equipment | 671 | ||
TOTAL PROPERTY AND EQUIPMENT | 671 | ||
TOTAL ASSETS | 257,470 | 60,576 | |
Current Liabilities: | |||
Accounts payable and accrued expenses | 15,968 | $ 17,017 | |
Convertible Promissory Notes | [1] | 52,828 | |
Total Current Liabilities | 68,796 | $ 17,017 | |
Stockholders' Equity (Deficit) | |||
Common stock | [2] | 1,875 | 1,829 |
Additional paid-in capital | 602,312 | 254,854 | |
Accumulated Deficit | (415,513) | (213,124) | |
Total Stockholders' Equity | 188,674 | 43,559 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 257,470 | $ 60,576 | |
[1] | net of discount of $281,172 | ||
[2] | $0.0001 par value, 50,000,000 shares authorized; issued and outstanding 18,755,095 and 18,295,000 at October 31, 2015 and April 30, 2015, respectively. |
Force Protection Video Equipme3
Force Protection Video Equipment Corp. - Balance Sheets - Parenthetical - $ / shares | Oct. 31, 2015 | Apr. 30, 2015 |
Statement of Financial Position | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares Issued | 18,755,095 | 18,295,000 |
Common Stock, Shares Outstanding | 18,755,095 | 18,295,000 |
Force Protection Video Equipme4
Force Protection Video Equipment Corp. - Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Revenues | ||||
Sales | $ 19,614 | $ 1,500 | $ 35,548 | $ 3,500 |
Cost of goods sold | 12,416 | 22,117 | ||
GROSS PROFIT | 7,198 | 1,500 | 13,431 | 3,500 |
OPERATING EXPENSES | ||||
Compensation to related parties | 16,500 | 28,500 | ||
General and administrative | 92,770 | 11,550 | 140,045 | 28,011 |
Total Operating Expenses | 109,270 | 11,550 | 168,545 | 28,011 |
Loss from operations | (102,072) | (10,050) | (155,114) | (24,511) |
OTHER INCOME (EXPENSE) | ||||
Interest Income | 1,184 | 1,184 | ||
Interest Expense | (3,392) | (3,392) | ||
Accretion of debt discount | (43,328) | (43,328) | ||
Amortization of deferred finance charges | (1,739) | (1,739) | ||
Total other income (expense) | (47,275) | (47,275) | ||
Net (Loss) Before Income Taxes | $ (149,347) | $ (10,050) | $ (202,389) | $ (24,511) |
Provision for Income Taxes | ||||
Net (Loss) | $ (149,347) | $ (10,050) | $ (202,389) | $ (24,511) |
Net (Loss) Per Share- Basic and Diluted | $ (0.01) | $ 0 | $ (0.01) | $ 0 |
Weighted Average Outstanding Shares Basic and Diluted | 18,746,707 | 18,145,000 | 18,633,109 | 18,145,000 |
Force Protection Video Equipme5
Force Protection Video Equipment Corp. - Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2015 | Oct. 31, 2014 | |
OPERATING ACTIVITIES | |||
Net (Loss) | $ (149,347) | $ (202,389) | $ (24,511) |
Adjustment to reconcile net loss to net cash used by operating activities: | |||
Depreciation and amortization | 1,739 | ||
Accretion of debt discount | 43,328 | ||
Share based compensation expense | 16,500 | 14,500 | |
Changes in operating assets and liabilities: | |||
Increase in accounts receivable | (7,163) | ||
Increase in deferred financing cost | (7,761) | ||
Increase in inventory | (26,347) | ||
Increase in other assets | (12,739) | ||
Accounts payable and accrued expenses, increase decrease | (1,048) | 358 | |
Net Cash (Used) by Operating Activities | (197,881) | (24,153) | |
INVESTING ACTIVITIES | |||
Purchase of equipment | (671) | ||
Net Cash (Used) by Investing Activities | (671) | ||
FINANCING ACTIVITIES | |||
Proceeds from sale of common stock | 45,000 | ||
Proceeds from convertible promissory notes | 288,004 | ||
Net Cash Provided by Financing Activities | 333,004 | ||
NET INCREASE (DECREASE) IN CASH | 134,452 | (24,153) | |
Cash, beginning of period | 35,226 | 53,751 | |
Cash, end of period | $ 169,678 | $ 169,678 | $ 29,598 |
SUPPLEMENTAL INFORMATION: | |||
Cash paid for interest | |||
Cash paid for income taxes | |||
NON-CASH OPERATING ACTIVITIES: | |||
Value of common stock issued in exchange for services | $ 14,500 |
Note 1 - Interim Unaudited Fina
Note 1 - Interim Unaudited Financial Statements | 6 Months Ended |
Oct. 31, 2015 | |
Notes | |
Note 1 - Interim Unaudited Financial Statements | NOTE 1 INTERIM UNAUDITED FINANCIAL STATEMENTS The unaudited financial statements of Force Protection Video Equipment Corp. (the Company) as of October 31, 2015, and for the three and six months ended October 31, 2015 and 2014, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended April 30, 2015, as filed with the Securities and Exchange Commission as part of the Companys Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. |
Note 2 - Company Background and
Note 2 - Company Background and Organization | 6 Months Ended |
Oct. 31, 2015 | |
Notes | |
Note 2 - Company Background and Organization | NOTE 2 COMPANY BACKGROUND AND ORGANIZATION Force Protection Video Equipment Corp., (the Company), was incorporated on March 11, 2011, under the laws of the State of Florida. On February 1, 2015 the Company changed its name to its current name, Force Protection Video Corp. We were originally incorporated for the purpose of providing an online marketplace for artwork created by German artist Reinhold Mackenroth on the internet. Unfortunately, sales did not materialize as expected for M Street Galley Inc. and as such, we decided to transition our operations by going into the reputation management and enhancement business and changed the companys name to Enhance-Your-Reputation.com Inc. When our business did not grow, we decided to change our business model, change the companys name, and now focus on the sale of mini body video cameras to consumers and law enforcement. In conjunction with the change in business focus, we then ceased our prior business. |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 6 Months Ended |
Oct. 31, 2015 | |
Notes | |
Note 3 - Summary of Significant Accounting Policies | NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Basis The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (GAAP accounting). The Company has adopted an April 30 fiscal year end. Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. Inventory Our inventory is comprised of finished goods, cameras and recording equipment. The Companys inventory is stated at the lower of cost or market. Allowance for doubtful accounts The Company will recognize an allowance for losses on accounts receivable in an amount equal to the estimated probable losses, net of recoveries. As of October 31, 2015, no allowance was necessary. Commitments On March 21, 2015, the Company entered into a lease for approximately 524 square feet. The lease expires on March 31, 2018. The annual rents are $ 7,016 for 2015, $ 9,207 for 2016, $ 9,483 for 2017 and $ 2,388 for 2018. Property and Equipment Property and equipment are recorded at cost. Depreciation is computed on the straight line method over their useful lives (5-7 years). Income Taxes In accordance with ASC 740, deferred income taxes and benefits will be provided for the results of operations of the Company. The tax effects of temporary differences and carry-forwards that give rise to significant portion of deferred tax assets and liabilities will be recognized as appropriate. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Revenue Recognition The Company recognizes revenue when (a) pervasive evidence of an arrangement exists (b) products are delivered or services have been rendered (c) the sales price is fixed or determinable, and (d) collection is reasonably assured. The Companys revenue recognition policies are in compliance with SAB 104. Stock Based Compensation Stock based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Companys net loss applicable to common stock by the weighted average number of shares outstanding during the period. Diluted earnings per share is calculated by dividing the Companys net income by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There has not been any dilutive debt since inception. Fair Value Measurements The Company follows the provision of ASC 820, Fair Value Measurements And Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted principles, and enhances disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1 Valuations based on quoted prices for identical assets and liabilities in active market. Level 2 Valuations based on observable inputs other than quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Companys own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgement. As of October 31, 2015 and April 30, 2015 the Company did not have any assets or liabilities that were required to be measured at fair value on a recurring basis or on a non-recurring basis. Fair Value of Financial Instruments The Companys financial instruments consist of cash and cash equivalents and accounts payable and accrued expenses. The carrying amounts of the Companys financial instruments approximate fair value because of the short term maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect those estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments. Recent Accounting Pronouncements In September 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-16, Business Combinations (Topic 805). This ASU eliminates the requirement for retrospective application of measurement period adjustments relating to provisional amounts recorded in a business combination as of the acquisition date. The amendments in this update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, the amendments will be effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change. In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). This ASU provides guidance about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the software license element of the arrangement should be accounted for consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. For public business entities, the amendments will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This ASU requires retrospective adoption and will be effective for fiscal years beginning after December 15, 2015 and for interim periods within those fiscal years. We expect the adoption of this guidance will not have a material impact on our financial statements. In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis, which amends the consolidation requirements in ASC 810 and significantly changes the consolidation analysis required under U.S. GAAP relating to whether or not to consolidate certain legal entities. Early adoption is permitted. The Companys effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change. In January 2015, the FASB issued ASU 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, which eliminates the concept from U.S. GAAP the concept of an extraordinary item. Under the ASU, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. Early adoption is permitted. The Companys effective date for adoption is May 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205 40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern, which is intended to define managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of managements plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted. Management does not expect the adoption of ASU 2014-15 to have a material impact on our financial statements and disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes most existing revenue recognition guidance under US GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). On July 9, 2015, the FASB voted to defer the effective date of the new revenue recognition standard by one year. Based on the Board's decision, public organizations would apply the new revenue standard to annual reporting periods beginning after December 15, 2017. We are currently evaluating the impact of the pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard. We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial statements. |
Note 4 - Other Assets
Note 4 - Other Assets | 6 Months Ended |
Oct. 31, 2015 | |
Notes | |
Note 4 - Other Assets | NOTE 4 Other assets The Companys other assets at October 31, 2015 are related to prepaid rent $ 750 , an advance of $ 45,100 on a purchase commitment for inventory and $ 7,761 of deferred financing costs related to out convertible promissory notes. |
Note 5 - Convertible Promissory
Note 5 - Convertible Promissory Notes | 6 Months Ended |
Oct. 31, 2015 | |
Notes | |
Note 5 - Convertible Promissory Notes | NOTE 5 Convertible Promissory Notes Following is a summary of our outstanding convertible promissory notes as of October 31, 2015: Notes Current Balances Lender Issue Date Maturity Principle Interest Total EMA Financial, LLC 8/25/2015 8/25/16 $ 105,000 $ 1,553 $ 106,553 Adar Bays, LLC 9/11/2015 9/11/16 27,000 (296) 26,704 LG Capital Funding, LLC 9/11/2015 9/11/16 27,000 (296) 26,704 Auctus Fund, LLC 9/30/2015 6/30/16 66,000 450 66,450 JSJ Investments, Inc. 10/6/2015 4/6/16 56,000 462 56,462 Black Forest Capital, LLC 10/8/2015 10/8/16 53,000 335 53,335 Totals $ 334,000 $ 2,208 $ 336,208 Debt discount balance (281,172) - - Balance sheet balances $ 52,828 $ 2,208 $ 336,208 The company determined that each convertible promissory notes conversion feature is indexed to the Companys stock, which is an input to a fair value measurement of a fixed-for-fixed option on equity shares. Thus, the conversion feature of the notes meets the scope exception under Financial Accounting Standards Board (FASB) Accounting Standards Codification ("ASC") 815-40-15-7 and treatment under ASC 470-20 Debt with Conversion and Other Options EMA Financial, LLC On August 25, 2015 the Company entered into a Securities Purchase Agreement with EMA Financial, LLC (EMA), for the sale of an 8 % convertible note in the principal amount of $ 105,000 (the EMA Note) of which the Company received $ 80,504 after payment of legal and due diligence fees of $ 5,000 , finder's fee of $ 9,500 and original issue discount of $ 9,996 . The EMA Note matures in twelve (12) months on August 25, 2016. The EMA Note is convertible into common stock, at EMAs option anytime following the issuance date, at a price for each share of common stock equal to 60% of the lowest trading price during the twenty (20) trading days immediately preceding the applicable conversion. In no event shall EMA effect a conversion if such conversion results in EMA beneficially owning in excess of 4.9% of the outstanding common stock of the Company. The EMA Note can be prepaid, at redemption premiums ranging from 125% to 140%, until 90 days following the issuance date of the EMA Note, after which the Company has no right of repayment. Any amount of principle or interest which is not paid when due shall bear interest as the rate of twenty-four percent (24%). Upon the occurrence of an event of default and at the option of the EMA, the Company shall either pay an amount equal to the greater of (i) 150% of the then outstanding principle and interest, or (ii) the "parity value" of the "default sum" to be prepaid, where parity value means the highest number of shares of common stock issuable upon conversion of or otherwise pursuant to such "default sum" in accordance with Article 1, treating the trading day immediately preceding the "mandatory prepayment date" as the "conversion date" for purposes of determining the lowest applicable conversion price. The intrinsic value of the beneficial conversion feature was computed as the difference between the fair value of the common stock issuable upon conversion of the EMA Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $ 145,000 . As this amount resulted in a total debt discount that exceeds the EMA Note proceeds, the amount recorded for the beneficial conversion feature was limited to the principal amount of the EMA Note less the deferred financing costs of $ 9,500 which were capitalized and are being amortized over the term of the EMA Note. The resulting $95,500 discount is being accreted over the 12 month term of the EMA Note. During the three and Six Months Ended October 31, 2015, the Company recognized interest expense of $ 1,553 , debt discount accretion of $ 17,482 and amortization of deferred financing costs of $ 1,739 related to the EMA Note. Adar Bays, LLC On September 11, 2015 the Company entered into a Securities Purchase Agreement with Adar Bays, LLC ("Adar") for the sale of an 8 % convertible note in the principal amount of $ 81,000 (which includes Adar legal expenses in the amount of $6,000) (the Adar Note) of which Adar funded $ 27,000 upon closing. We have no obligation to pay Adar any amounts on the unfunded portion of the Adar Note. Additionally, Adar issued to the Company two notes, aggregating $ 54,000 , bearing interest at the rate of 8 % per annum with each note maturing eight months from September 11, 2015 (the Adar Buyer Notes). The Adar Buyer Notes may be prepaid, without penalty, all or portion of the outstanding balance along with accrued but unpaid interest at any time prior to maturity. The Adar Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on September 11, 2016. The Adar Note is convertible into common stock anytime after 6 months, at Adars option, at a price for each share of common stock equal to 60% (the Conversion Factor) of the lowest trading price during the twenty (20) trading days immediately preceding the applicable conversion. In the event the Company elects to prepay all or any portion of the Adar Note during the first 180 days, the Company is required to pay to Adar an amount in cash equal to 150% multiplied by the sum of all principal and interest. The note may not be prepaid after the 180th day. Adar has agreed to restrict its ability to convert the Adar Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.9% of the then issued and outstanding shares of common stock. The Adar Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Adar Note also provides for penalties and rescission rights if we do not deliver shares of our common stock upon conversion within the required timeframes. The intrinsic value of the beneficial conversion feature was computed as the difference between the fair value of the common stock issuable upon conversion of the Adar Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $ 40,856 . As this amount resulted in a total debt discount that exceeds the Adar Note proceeds, the amount recorded for the beneficial conversion feature was limited to the principal amount of the Adar Note. The resulting $27,000 discount is being accreted over the 12 month term of the Adar Note. During the three and Six Months Ended October 31, 2015, the Company recognized net interest income of $ 296 and $ 3,699 of debt discount accretion related to the Adar Note. LG Capital Funding, LLC On September 11, 2015 the Company entered into a Securities Purchase Agreement with LG Capital Funding, LLC ("LG") for the sale of an 8 % convertible note in the principal amount of $ 81,000 (which includes LG legal expenses in the amount of $6,000) (the LG Note) of which LG funded $ 27,000 upon closing. We have no obligation to pay LG any amounts on the unfunded portion of the LG Note. Additionally, LG issued to the Company two notes, aggregating $ 54,000 , bearing interest at the rate of 8 % per annum with each note maturing eight months from September 11, 2015 (the LG Buyer Notes). The LG Investor Notes may be prepaid, without penalty, all or portion of the outstanding balance along with accrued but unpaid interest at any time prior to maturity. The LG Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on September 11, 2016. The LG Note is convertible into common stock anytime after 6 months, at LGs option, at a price for each share of common stock equal to 60% of the lowest trading price during the twenty (20) trading days immediately preceding the applicable conversion. In the event the Company elects to prepay all or any portion of the LG Note during the first 180 days, the Company is required to pay to LG an amount in cash equal to 150% multiplied by the sum of all principal and interest. The note may not be prepaid after the 180th day. LG has agreed to restrict its ability to convert the LG Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.9% of the then issued and outstanding shares of common stock. The LG Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The LG Note also provides for penalties and rescission rights if we do not deliver shares of our common stock upon conversion within the required timeframes. The intrinsic value of the beneficial conversion feature was computed as the difference between the fair value of the common stock issuable upon conversion of the LG Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $ 40,856 . As this amount resulted in a total debt discount that exceeds the LG Note proceeds, the amount recorded for the beneficial conversion feature was limited to the principal amount of the LG Note. The resulting $27,000 discount is being accreted over the 12 month term of the LG Note. During the three and Six Months Ended October 31, 2015, the Company recognized net interest income of $ 296 and $ 3,699 of debt discount accretion related to the LG Note. Auctus Fund, LLC On September 30, 2015 the Company entered into a Securities Purchase Agreement with Auctus Fund, LLC (Auctus), for the sale of an 8 % convertible note in the principal amount of $ 66,000 (the Auctus Note) of which the Company received $ 57,500 after payment of legal and due diligence fees. The Auctus Note matures in nine (9) months on June 30, 2016. The Auctus Note is convertible into common stock, at Auctuss option anytime following the issuance date, at a price for each share of common stock equal to 60% of the lowest trading price during the twenty (20) trading days immediately preceding the applicable conversion. In no event shall Auctus effect a conversion if such conversion results in Auctus beneficially owning in excess of 4.99% of the outstanding common stock of the Company. The Auctus Note and accrued interest may be prepaid from the date of issuance with the following penalties: (i) within 30 days - 125%; (ii) within 31 - 60 days - 130%; (iii) within 61 - 90 days - 135%; (iv) within 91 - 120 days - 140%; (v) within 121 - 150 days - 145%; and (vi) within 151 - 180 days - 150%. After expiration of the 180 days following the issuance, the Auctus Note may not be prepaid. Any amount of principle or interest which is not paid when due shall bear interest as the rate of twenty-four percent (24%). Upon the occurrence of an event of default and at the option of the Auctus, the Company shall either pay an amount equal to the greater of (i) 150% of the then outstanding principle and interest, or (ii) the "parity value" of the "default sum" to be prepaid, where parity value means the highest number of shares of common stock issuable upon conversion of or otherwise pursuant to such "default sum" in accordance with Article 1, treating the trading day immediately preceding the "mandatory prepayment date" as the "conversion date" for purposes of determining the lowest applicable conversion price. The intrinsic value of the beneficial conversion feature was computed as the difference between the fair value of the common stock issuable upon conversion of the Auctus Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $ 62,625 . As this amount resulted in a total debt discount that exceeds the Auctus Note proceeds, the amount recorded for the beneficial conversion feature was limited to the principal amount of the Auctus Note. The resulting $66,000 discount is being accreted over the 9 month term of the Auctus Note. During the three and Six Months Ended October 31, 2015, the Company recognized interest expense of $ 450 and $ 7,467 of debt discount accretion related to the Auctus Note. JSJ Investments, Inc. On October 6, 2015 the Company sold and JSJ Investments, Inc. (JSJ) purchased a 12 % convertible note in the principal amount of $ 56,000 (the JSJ Note) of which the Company received $ 51,000 after payment of a $ 5,000 original issue discount. The JSJ Note matures in six (6) months on April 6, 2016. The JSJ Note is convertible into common stock, at JSJ s option anytime following the issuance date, at a price for each share of common stock equal to 60% of the lowest trading price during the twenty (20) trading days immediately preceding the applicable conversion. In no event shall JSJ effect a conversion if such conversion results in JSJ beneficially owning in excess of 4.99% of the outstanding common stock of the Company. The JSJ Note and accrued interest may be prepaid at an amount equal to 150% of the outstanding principle and unpaid interest. Any amount of principle or interest which is not paid when due shall bear interest as the rate of eighteen percent (18%). Upon the occurrence of an event of default the balance of principle and interest shall increase to 150%. The intrinsic value of the beneficial conversion feature was computed as the difference between the fair value of the common stock issuable upon conversion of the JSJ Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $ 57,866 . As this amount resulted in a total debt discount that exceeds the JSJ Note proceeds, the amount recorded for the beneficial conversion feature was limited to the principal amount of the JSJ Note. The resulting $56,000 discount is being accreted over the 12 month term of the JSJ Note. During the three and Six Months Ended October 31, 2015, the Company recognized interest expense of $ 462 and $ 7,650 of debt discount accretion related to the JSJ Note. Black Forest Capital, LLC On October 8, 2015 the Company sold and Black Forest Capital, LLC (Black Forest) purchased a 10 % convertible note in the principal amount of $ 53,000 (the Black Forest Note) of which the Company received $ 50,000 after payment of legal fees. The Black Forest Note matures in twelve (12) months on October 8, 2016. The Black Forest Note is convertible into common stock, at Black Forests option anytime following the issuance date, at a price for each share of common stock equal to 40% of the lowest trading price during the twenty (20) trading days immediately preceding the applicable conversion. In no event shall Black Forest effect a conversion if such conversion results in Black Forest beneficially owning in excess of 4.99% of the outstanding common stock of the Company. The Black Forest Note and accrued interest may be prepaid within the 180 day period following the issuance date at an amount equal to 135% of the outstanding principle and unpaid interest. After expiration of the 180 days, the Black Forest Note may not be prepaid. Upon the occurrence of an event of default the balance of principle and interest shall increase to 140%. The intrinsic value of the beneficial conversion feature was computed as the difference between the fair value of the common stock issuable upon conversion of the Black Forest Note and the total price to convert based on the effective conversion price on the date of issuance. The calculated intrinsic value was $ 127,199 . As this amount resulted in a total debt discount that exceeds the Black Forest Note proceeds, the amount recorded for the beneficial conversion feature was limited to the principal amount of the Black Forest Note. The resulting $53,000 discount is being accreted over the 12 month term of the Black Forest Note. During the three and Six Months Ended October 31, 2015, the Company recognized interest expense of $ 335 and $ 3,331 of debt discount accretion related to the Black Forest Note. |
Note 6 - Stock Transactions
Note 6 - Stock Transactions | 6 Months Ended |
Oct. 31, 2015 | |
Notes | |
Note 6 - Stock Transactions | NOTE 6 Stock Transactions On March 24, 2015 the Company received $ 50,000 from the sale of 100,000 shares of restricted common stock at $ 0.50 per share. On April 14, 2015 the Company received $ 5,000 from the sale of 50,000 shares of restricted stock at $ 0.10 per share. On May 5. 2015 the Company received $ 35,000 from the sale of 350,000 shares of restricted stock at $ 0.10 per share. On May 14, 2015 the Company received $ 10,000 from the sale of 100,000 shares of restricted stock at $ 0.10 per share. On September 1, 2015 the Company received $ 4,000 of services for 2,165 shares of restricted stock at $ 1.85 per share. On September 11, 2015 the Company received $ 2,500 of services for 1,320 shares of restricted stock at $ 1.90 per share. On October 1, 2015 the Company received $ 3,000 of services for 2,805 shares of restricted stock at $ 1.07 per share. On October 9, 2015 the Company received $ 2,500 of services for 1,955 shares of restricted stock at $ 1.28 per share. On October 12, 2015 the Company received $ 2,500 of services for 1,850 shares of restricted stock at $ 1.35 per share. |
Note 7 - Related Party Transact
Note 7 - Related Party Transactions | 6 Months Ended |
Oct. 31, 2015 | |
Notes | |
Note 7 - Related Party Transactions | NOTE 7 - Related Party Transactions The Companys CEOs and president has an informal agreement to receive $4,000 per month that will increase to $ 5,000 per month beginning November 1, 2015 for his services. |
Note 8 - Income Taxes
Note 8 - Income Taxes | 6 Months Ended |
Oct. 31, 2015 | |
Notes | |
Note 8 - Income Taxes | NOTE 8 Income Taxes In September 2013, the Companys sole shareholder and former President sold all of his common stock, which represented 94.5% of the Companys issued and outstanding stock, to the Companys new president. Pursuant to Internal Revenue Service (IRS) Code Section 382, an ownership change of greater than 50% triggers certain limits to the corporations right to use its net operating loss (NOL) carryovers each year thereafter to an annual percentage of the fair market value of the corporation at the time of the ownership change. The Company determined that the ownership change referred to above will limit the Company to utilize $ 15,616 of the $41,828 of NOLs it incurred prior to the ownership change. No deferred tax asset has been reported in the financial statements because the Company believes there is a 50% or greater chance that its NOLs will expire unused. Accordingly, the potential tax benefits of the NOL carryforwards are offset by a valuation allowance of the same amount. As of October 31, 2015, the Companys NOL carryforward totaled $ 319,263 ; $15,616 of which will expire April 30, 2032, $38,259 on April 30, 2033, $62,999 on April 30, 2034 and $202,389 on April 30, 2035. The Companys tax returns are subject to examination by the federal and state tax authorities for years ended April 30, 2012 through 2015. |
Note 9 - Subsequent Events
Note 9 - Subsequent Events | 6 Months Ended |
Oct. 31, 2015 | |
Notes | |
Note 9 - Subsequent Events | NOTE 9 Subsequent Events On November 10, 2015 (the Closing Date), we entered into an agreement (RDW Purchase Agreement) with RDW Capital, LLC (RDW), a Florida limited liability company. RDW committed to lend us up to $ 1,207,500 (the RDW Financing). On the Closing Date, we issued to RDW, an eight percent ( 8 %) convertible note (the Initial Note) in the principal amount of $ 157,500 , in exchange for payment by RDW of the total sum of $150,000. We paid $ 20,000 out of the loan proceeds to RDWs Financial Advisor and Attorney. We received net proceeds of $130,000 under the Initial Note. Under the terms of the RDW Purchase Agreement, RDW must invest in a second note in the amount of $1,000,000 (the Second Note) within five (5) business days after this Form S-1 registration statement is declared effective. On November 24, 2015, we entered into an amendment to the RDW Securities Purchase Agreement which increased the amount of the Subscription Notes to $2,250,000 corresponding to an aggregate of $ 2,362,500 in Principal Amount of Notes. The purchase will occur in four (4) trances (each a Trance) with the first Trance of $150,000 having already been paid. The second Trance will be $100,000 and will occur within (5) five business days of the filing of this Registration Statement. The third Trance of will be for $1,000,000 and will occur within five (5) Business Days after the effective date of the Registration Statement. The fourth Trance will be for $1,000,000 and will occur within seven (7) business days after the effective date of the Registration Statement. Pursuant to the terms of the RDW Financing, and provided we are not in default under the terms of any of the RDW Financing documents, RDW will provide funding of an additional $1,000,000 in exchange for delivery of an additional eight percent (8%) Convertible Promissory Note (the Second Note) within five (5) business days after this registration statement is declared effective. The Initial Note and Second Note are collectively referred as the RDW Notes. On December 8, 2015, we filed a Preliminary Schedule 14c with the SEC which disclosed that by a Consent Action by our majority shareholder that we intend to file an amendment to our Articles of Incorporation which will increase our authorized common stock from 50,000,000 shares to 250,000,000 shares and authorizes the creation of 1,000,000 shares of Series A preferred stock with each share being entitled to 200 votes per share. |
Note 3 - Summary of Significa15
Note 3 - Summary of Significant Accounting Policies: Accounting Basis (Policies) | 6 Months Ended |
Oct. 31, 2015 | |
Policies | |
Accounting Basis | Accounting Basis The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (GAAP accounting). The Company has adopted an April 30 fiscal year end. |
Note 3 - Summary of Significa16
Note 3 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 6 Months Ended |
Oct. 31, 2015 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. |
Note 3 - Summary of Significa17
Note 3 - Summary of Significant Accounting Policies: Inventory, Policy (Policies) | 6 Months Ended |
Oct. 31, 2015 | |
Policies | |
Inventory, Policy | Inventory Our inventory is comprised of finished goods, cameras and recording equipment. The Companys inventory is stated at the lower of cost or market. |
Note 3 - Summary of Significa18
Note 3 - Summary of Significant Accounting Policies: Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy (Policies) | 6 Months Ended |
Oct. 31, 2015 | |
Policies | |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy | Allowance for doubtful accounts The Company will recognize an allowance for losses on accounts receivable in an amount equal to the estimated probable losses, net of recoveries. As of October 31, 2015, no allowance was necessary. |
Note 3 - Summary of Significa19
Note 3 - Summary of Significant Accounting Policies: Commitments (Policies) | 6 Months Ended |
Oct. 31, 2015 | |
Policies | |
Commitments | Commitments On March 21, 2015, the Company entered into a lease for approximately 524 square feet. The lease expires on March 31, 2018. The annual rents are $ 7,016 for 2015, $ 9,207 for 2016, $ 9,483 for 2017 and $ 2,388 for 2018. |
Note 3 - Summary of Significa20
Note 3 - Summary of Significant Accounting Policies: Property and Equipment (Policies) | 6 Months Ended |
Oct. 31, 2015 | |
Policies | |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is computed on the straight line method over their useful lives (5-7 years). |
Note 3 - Summary of Significa21
Note 3 - Summary of Significant Accounting Policies: Income Taxes (Policies) | 6 Months Ended |
Oct. 31, 2015 | |
Policies | |
Income Taxes | Income Taxes In accordance with ASC 740, deferred income taxes and benefits will be provided for the results of operations of the Company. The tax effects of temporary differences and carry-forwards that give rise to significant portion of deferred tax assets and liabilities will be recognized as appropriate. |
Note 3 - Summary of Significa22
Note 3 - Summary of Significant Accounting Policies: Use of Estimates (Policies) | 6 Months Ended |
Oct. 31, 2015 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. |
Note 3 - Summary of Significa23
Note 3 - Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 6 Months Ended |
Oct. 31, 2015 | |
Policies | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when (a) pervasive evidence of an arrangement exists (b) products are delivered or services have been rendered (c) the sales price is fixed or determinable, and (d) collection is reasonably assured. The Companys revenue recognition policies are in compliance with SAB 104. |
Note 3 - Summary of Significa24
Note 3 - Summary of Significant Accounting Policies: Stock Based Compensation (Policies) | 6 Months Ended |
Oct. 31, 2015 | |
Policies | |
Stock Based Compensation | Stock Based Compensation Stock based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. |
Note 3 - Summary of Significa25
Note 3 - Summary of Significant Accounting Policies: Basic Income (loss) Per Share (Policies) | 6 Months Ended |
Oct. 31, 2015 | |
Policies | |
Basic Income (loss) Per Share | Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Companys net loss applicable to common stock by the weighted average number of shares outstanding during the period. Diluted earnings per share is calculated by dividing the Companys net income by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There has not been any dilutive debt since inception. |
Note 3 - Summary of Significa26
Note 3 - Summary of Significant Accounting Policies: Fair Value Measurements (Policies) | 6 Months Ended |
Oct. 31, 2015 | |
Policies | |
Fair Value Measurements | Fair Value Measurements The Company follows the provision of ASC 820, Fair Value Measurements And Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted principles, and enhances disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1 Valuations based on quoted prices for identical assets and liabilities in active market. Level 2 Valuations based on observable inputs other than quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Companys own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgement. As of October 31, 2015 and April 30, 2015 the Company did not have any assets or liabilities that were required to be measured at fair value on a recurring basis or on a non-recurring basis. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Oct. 31, 2015 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In September 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-16, Business Combinations (Topic 805). This ASU eliminates the requirement for retrospective application of measurement period adjustments relating to provisional amounts recorded in a business combination as of the acquisition date. The amendments in this update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, the amendments will be effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change. In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). This ASU provides guidance about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the software license element of the arrangement should be accounted for consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. For public business entities, the amendments will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This ASU requires retrospective adoption and will be effective for fiscal years beginning after December 15, 2015 and for interim periods within those fiscal years. We expect the adoption of this guidance will not have a material impact on our financial statements. In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis, which amends the consolidation requirements in ASC 810 and significantly changes the consolidation analysis required under U.S. GAAP relating to whether or not to consolidate certain legal entities. Early adoption is permitted. The Companys effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change. In January 2015, the FASB issued ASU 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, which eliminates the concept from U.S. GAAP the concept of an extraordinary item. Under the ASU, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. Early adoption is permitted. The Companys effective date for adoption is May 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205 40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern, which is intended to define managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of managements plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted. Management does not expect the adoption of ASU 2014-15 to have a material impact on our financial statements and disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes most existing revenue recognition guidance under US GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). On July 9, 2015, the FASB voted to defer the effective date of the new revenue recognition standard by one year. Based on the Board's decision, public organizations would apply the new revenue standard to annual reporting periods beginning after December 15, 2017. We are currently evaluating the impact of the pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard. We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial statements. |
Note 5 - Convertible Promisso28
Note 5 - Convertible Promissory Notes: Convertible Debt (Tables) | 6 Months Ended |
Oct. 31, 2015 | |
Tables/Schedules | |
Convertible Debt | Notes Current Balances Lender Issue Date Maturity Principle Interest Total EMA Financial, LLC 8/25/2015 8/25/16 $ 105,000 $ 1,553 $ 106,553 Adar Bays, LLC 9/11/2015 9/11/16 27,000 (296) 26,704 LG Capital Funding, LLC 9/11/2015 9/11/16 27,000 (296) 26,704 Auctus Fund, LLC 9/30/2015 6/30/16 66,000 450 66,450 JSJ Investments, Inc. 10/6/2015 4/6/16 56,000 462 56,462 Black Forest Capital, LLC 10/8/2015 10/8/16 53,000 335 53,335 Totals $ 334,000 $ 2,208 $ 336,208 Debt discount balance (281,172) - - Balance sheet balances $ 52,828 $ 2,208 $ 336,208 |
Note 3 - Summary of Significa29
Note 3 - Summary of Significant Accounting Policies: Commitments (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Details | ||||
Operating Leases, Rent Expense | $ 2,388 | $ 9,483 | $ 9,207 | $ 7,016 |
Note 4 - Other Assets (Details)
Note 4 - Other Assets (Details) | Oct. 31, 2015USD ($) |
Details | |
Prepaid Rent | $ 750 |
Other Inventory, Gross | 45,100 |
Deferred Finance Costs, Net | $ 7,761 |
Note 5 - Convertible Promisso31
Note 5 - Convertible Promissory Notes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Oct. 31, 2015 | Oct. 31, 2015 | Nov. 24, 2015 | Oct. 08, 2015 | Oct. 06, 2015 | Sep. 30, 2015 | Sep. 11, 2015 | Aug. 25, 2015 | |
Convertible Note- Principal Amount | $ 2,362,500 | |||||||
Deferred Finance Costs, Net | $ 7,761 | $ 7,761 | ||||||
Interest Expense | (3,392) | (3,392) | ||||||
Accretion of debt discount | (43,328) | (43,328) | ||||||
Amortization of deferred finance charges | (1,739) | $ (1,739) | ||||||
EMA Financial, LLC | ||||||||
Convertible Note | 8.00% | |||||||
Convertible Note- Principal Amount | $ 105,000 | |||||||
Due to Affiliate, Current | 80,504 | |||||||
Due Diligence Fees | 5,000 | |||||||
Finders Fees | 9,500 | |||||||
Original Discount | 9,996 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 145,000 | |||||||
Deferred Finance Costs, Net | $ 9,500 | |||||||
Interest Expense | 1,553 | |||||||
Accretion of debt discount | 17,482 | |||||||
Amortization of deferred finance charges | 1,739 | |||||||
Adar Bays, LLC | ||||||||
Convertible Note | 8.00% | |||||||
Convertible Note- Principal Amount | $ 81,000 | |||||||
Due to Affiliate, Current | 27,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 40,856 | |||||||
Interest Expense | 296 | |||||||
Accretion of debt discount | 3,699 | |||||||
Notes Payable | $ 54,000 | |||||||
Short-term Debt, Percentage Bearing Variable Interest Rate | 8.00% | |||||||
LG Capital Funding, LLC | ||||||||
Convertible Note | 8.00% | |||||||
Convertible Note- Principal Amount | $ 81,000 | |||||||
Due to Affiliate, Current | 27,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 40,856 | |||||||
Interest Expense | 296 | |||||||
Accretion of debt discount | 3,699 | |||||||
Notes Payable | $ 54,000 | |||||||
Short-term Debt, Percentage Bearing Variable Interest Rate | 8.00% | |||||||
Auctus Fund, LLC | ||||||||
Convertible Note | 8.00% | |||||||
Convertible Note- Principal Amount | $ 66,000 | |||||||
Due to Affiliate, Current | 57,500 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 62,625 | |||||||
Interest Expense | 450 | |||||||
Accretion of debt discount | 7,467 | |||||||
JSJ Investments, Inc. | ||||||||
Convertible Note | 12.00% | |||||||
Convertible Note- Principal Amount | $ 56,000 | |||||||
Due to Affiliate, Current | 51,000 | |||||||
Original Discount | 5,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 57,866 | |||||||
Interest Expense | 462 | |||||||
Accretion of debt discount | 7,650 | |||||||
Black Forest Capital, LLC | ||||||||
Convertible Note | 10.00% | |||||||
Convertible Note- Principal Amount | $ 53,000 | |||||||
Due to Affiliate, Current | 50,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 127,199 | |||||||
Interest Expense | 335 | |||||||
Accretion of debt discount | $ 3,331 |
Note 6 - Stock Transactions (De
Note 6 - Stock Transactions (Details) - USD ($) | Oct. 31, 2015 | Oct. 12, 2015 | Oct. 09, 2015 | Oct. 01, 2015 | Sep. 11, 2015 | Sep. 01, 2015 | May. 14, 2015 | May. 05, 2015 | Apr. 30, 2015 | Apr. 14, 2015 | Mar. 24, 2015 |
Details | |||||||||||
Proceeds from sale of Common Stock | $ 2,500 | $ 2,500 | $ 3,000 | $ 2,500 | $ 4,000 | $ 10,000 | $ 35,000 | $ 5,000 | $ 50,000 | ||
Common Stock, Shares Issued | 18,755,095 | 1,850 | 1,955 | 2,805 | 1,320 | 2,165 | 100,000 | 350,000 | 18,295,000 | 50,000 | 100,000 |
Common Stock, Par Value | $ 0.0001 | $ 1.35 | $ 1.28 | $ 1.07 | $ 1.90 | $ 1.85 | $ 0.10 | $ 0.10 | $ 0.0001 | $ 0.10 | $ 0.50 |
Note 7 - Related Party Transa33
Note 7 - Related Party Transactions (Details) | Nov. 01, 2015USD ($) |
Details | |
Due to Related Parties, Current | $ 5,000 |
Note 8 - Income Taxes (Details)
Note 8 - Income Taxes (Details) - USD ($) | 1 Months Ended | |
Sep. 30, 2013 | Oct. 31, 2015 | |
Details | ||
Operating Income (Loss) | $ 15,616 | |
Operating Loss Carryforwards | $ 319,263 |
Note 9 - Subsequent Events (Det
Note 9 - Subsequent Events (Details) - USD ($) | Dec. 08, 2015 | Nov. 24, 2015 | Nov. 10, 2015 | Oct. 31, 2015 | Apr. 30, 2015 |
Convertible Note- Principal Amount | $ 2,362,500 | ||||
Common Stock, Shares Authorized | 250,000,000 | 50,000,000 | 50,000,000 | ||
Preferred Stock, Shares Authorized | 1,000,000 | ||||
RDW Capital, LLC | |||||
Loans Payable | $ 1,207,500 | ||||
Convertible Note | 8.00% | ||||
Convertible Note- Principal Amount | $ 157,500 | ||||
Loan Proceeds | $ 20,000 |