Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Oct. 31, 2016 | Jul. 31, 2016 | |
Document and Entity Information: | ||
Entity Registrant Name | Force Protection Video Equipment Corp. | |
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2016 | |
Amendment Flag | false | |
Entity Central Index Key | 1,518,720 | |
Current Fiscal Year End Date | --04-30 | |
Entity Common Stock, Shares Outstanding | 177,117,321 | |
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 | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | fpvd |
Force Protection Video Equipmen
Force Protection Video Equipment Corp.- Balance Sheets - USD ($) | Oct. 31, 2016 | Apr. 30, 2016 | |
Current Assets: | |||
Cash and cash equivalents | $ 158,603 | $ 227,273 | |
Accounts receivable | 6,721 | 3,157 | |
Inventory | 147,930 | 70,361 | |
Prepaid inventory | 24,000 | 59,509 | |
TOTAL CURRENT ASSETS | 337,254 | 360,300 | |
Property and equipment, net | [1] | 21,367 | 7,112 |
Deposits | 1,945 | 1,945 | |
TOTAL ASSETS | 360,566 | 369,357 | |
Current Liabilities: | |||
Accounts payable and accrued expenses | 47,092 | 30,059 | |
Convertible promissory notes | [2] | 279,148 | 91,074 |
Total Current Liabilities | 326,240 | 121,133 | |
Long-term liabilities | 871 | 983 | |
Total liabilities | 327,111 | 122,116 | |
Commitments and contingencies | [3] | ||
Stockholders' Equity | |||
Preferred stock | [4] | 100 | 100 |
Common stock | [5] | 17,711 | 4,052 |
Additional paid-in capital | 2,329,907 | 1,718,214 | |
Accumulated Deficit | (2,314,263) | (1,475,125) | |
Total Stockholders' Equity | 33,455 | 247,241 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 360,566 | $ 369,357 | |
[1] | Net of accumulated depreciation of $2,700 and $476, respectively. | ||
[2] | net of discount of $181,824 and $204,718, respectively. | ||
[3] | See Note 5 | ||
[4] | $0.0001 par value, 5,000,000 shares authorized; issued and outstanding 1,000,000 at October 31, 2016 and April 30, 2016. | ||
[5] | $0.0001 par value; 750,000,000 shares authorized; issued and outstanding 177,117,321 and 40,525,595 at October 31, 2016 and April 30, 2016, respectively. |
Force Protection Video Equipme3
Force Protection Video Equipment Corp. - Balance Sheets - Parenthetical - $ / shares | Oct. 31, 2016 | Apr. 30, 2016 |
Statement of Financial Position | ||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 |
Common Stock, Shares Issued | 177,117,321 | 40,525,595 |
Common Stock, Shares Outstanding | 177,117,321 | 40,525,595 |
Force Protection Video Equipme4
Force Protection Video Equipment Corp. - Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2016 | Oct. 31, 2015 | |
Income | ||||
Net revenue | $ 17,464 | $ 19,614 | $ 33,176 | $ 35,548 |
Cost of goods sold | 12,373 | 12,416 | 23,777 | 22,117 |
Gross profit | 5,091 | 7,198 | 9,400 | 13,431 |
OPERATING EXPENSES | ||||
General and administrative | 154,957 | 102,925 | 322,306 | 147,640 |
Sales and marketing | 30,579 | 6,345 | 89,205 | 20,905 |
Total operating expenses | 185,536 | 109,270 | 411,511 | 168,545 |
Loss from operations | (180,445) | (102,072) | (402,112) | (155,114) |
OTHER INCOME (EXPENSE) | ||||
Interest income | 1,184 | 1,184 | ||
Interest expense | (7,651) | (3,392) | (14,132) | (3,392) |
Accretion of debt discount | (161,831) | (43,328) | (422,894) | (43,328) |
Amortization of deferred finance charges | (1,739) | (1,739) | ||
Total other income (expense) | (169,482) | (47,275) | (437,026) | (47,275) |
Loss before taxes | (349,926) | (149,347) | (839,138) | (202,389) |
Provision for income taxes | ||||
Net loss | $ (489,212) | $ (149,347) | $ (839,138) | $ (202,389) |
Net (Loss) Per Common Share- Basic and Diluted | $ (0.01) | $ 0 | $ (0.01) | $ (0.01) |
Weighted Average Common Shares Outstanding Basic and Diluted | 160,873,532 | 18,746,707 | 110,129,348 | 18,633,109 |
Force Protection Video Equipme5
Force Protection Video Equipment Corp. - Statements of Cash Flows - USD ($) | 6 Months Ended | |
Oct. 31, 2016 | Oct. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (839,138) | $ (202,389) |
Adjustments to reconcile net loss to net cash provided (used in) operating activities: | ||
Depreciation and amortization | 2,224 | 1,739 |
Accretion of Debt Discount | 422,894 | 43,328 |
Share based compensation expense | 14,500 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | (3,564) | (7,163) |
(Increase) decrease in deferred financing costs | (7,761) | |
(Increase) decrease in inventory | (77,569) | (26,347) |
(Increase) decrease in other assets | 35,509 | (12,739) |
Increase (decrease) in accounts payable and accrued expenses | 20,066 | (1,049) |
Increase (decrease) in other liabilities | (112) | |
Net Cash (used) by Operating Activities | (439,690) | (197,881) |
Cash flows from investing activities: | ||
Purchase of equipment and vehicles | (16,480) | (671) |
Net Cash (used) by Investing Activities | (16,480) | (671) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 45,000 | |
Proceeds from convertible promissory notes | 387,500 | 288,004 |
Net cash provided by Financing Activities | 387,500 | 333,004 |
INCREASE (DECREASE) IN CASH | (68,670) | 134,452 |
Cash and cash equivalents at beginning of period | 227,273 | 35,226 |
Cash and cash equivalents at end of period | 158,603 | 169,678 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-cash operating activities: | ||
Common stock issued for conversion of notes payable | $ 310,352 |
Note 1 - Organization and Going
Note 1 - Organization and Going Concern | 6 Months Ended |
Oct. 31, 2016 | |
Notes | |
Note 1 - Organization and Going Concern | NOTE 1 ORGANIZATION AND GOING CONCERN Organization Force Protection Video Equipment Corp., (the Company), was incorporated on March 11, 2011, under the laws of the State of Florida as M Street Gallery, Inc. On September 25, 2013, we changed our name to Enhance-Your-Reputation.com, Inc. and changed our business to providing reputation management and enhancement services. On February 2, 2015 the Company changed its name to Force Protection Video Corp. to focus on the sale of mini body video cameras and accessories to consumers and law enforcement. Going Concern The Companys financial statements are prepared using accounting principles generally accepted in the United States of America and applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the six months ended October 31, 2016, the Company recognized revenue of $ 33,176 and a net operating loss of $ 402,112 . As of October 31, 2016, the Company had net working capital of $ 11,014 and an accumulated deficit of $ 2,314,263 . In view of these conditions, the ability of the Company to continue as a going concern is in doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Historically, the Company has relied upon funds from the sale of shares of stock, issuance of promissory notes and loans from its shareholders and private investors to finance its operations and growth. Management is planning to raise necessary additional funds for working capital through loans and/or additional sales of its common stock. However, there is no assurance that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount of capital that it can access. These financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 6 Months Ended |
Oct. 31, 2016 | |
Notes | |
Note 2 - Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited financial statements of Force Protection Video Equipment Corp. (the Company) as of October 31, 2016, and for the three and six months ended October 31, 2016 and 2015, 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 financial statements and notes thereto for the year ended April 30, 2016, 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. Estimates The preparation of the Companys financial statements requires management to make estimates and use assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are affected by managements application of accounting policies. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from these estimates and assumptions. 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. The Company also makes prepayments against the future delivery of inventory classified as prepaid inventory. Accounts Receivable Accounts receivable are reported at the customers' outstanding balances. The Company does not have a history of significant bad debt and has not recorded any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable. The Company evaluates receivables on a regular basis for potential reserve. Property and Equipment Fixed assets are carried at cost, less accumulated depreciation and amortization. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. Depreciation for financial statement purposes is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives Vehicles 5 years Office Equipment 3 - 5 years Furniture & equipment 5 - 7 years Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively. 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. Marketing and Advertising Costs Marketing and advertising costs are anticipated to be expensed as incurred. The Company recognized $22,513 and $68,874 in marketing and advertising costs during the three and six months ended October 31, 2016, respectively. The Company recognized $3,929 and $18,226 in marketing and advertising costs during the three and six months ended October 31, 2015, respectively. Stock Based Compensation The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. 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. The Company utilizes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of October 31, 2016 and April 30, 2016, 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. Net Income (Loss) Per Share The computation of basic earnings per share (EPS) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS, if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money). Following is the computation of basic and diluted net loss per share for the three and six months ended October 31, 2016 and 2015: Three Months Ended Six Months Ended October 31, October 31, 2016 2015 2016 2015 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (349,926) $ (149,347) $ (839,138) $ (202,389) Denominator: Weighted average number of common shares outstanding 160,873,532 18,746,707 110,129,348 18,633,109 Basic and diluted EPS $ (0.00) $ (0.01) $ (0.01) $ (0.01) Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Convertible promissory notes 50,491,376 497,772 50,491,376 497,772 Concentrations of risk During the ended October , 2016, customer accounted for of sales. During the ended October , 201 , customer accounted for of sales. During the ended October , 2016, customer accounted for of sales. During the ended October , 201 , customer accounted for of sales. The Company relies on third parties for the supply and manufacture of its capture devices, some of which are sole-source suppliers. The Company believes that outsourcing manufacturing enables greater scale and flexibility. As demand and product lines change, the Company periodically evaluates the need and advisability of adding manufacturers to support its operations. In instances where a supply and manufacture agreement does not exist or suppliers fail to perform their obligations, the Company may be unable to find alternative suppliers or satisfactorily deliver its products to its customers on time, if at all. During the three months ended October 31, 2016, one supplier accounted for 62.5% of our inventory purchases. During the six months ended October 31, 2016, two suppliers accounted for 88.0% (76.2% and 11.8%) of our inventory purchases. During the three months ended October 31, 2015, one supplier accounted for 96.4% of our inventory purchases. During the six months ended October 31, 2015, one supplier accounted for 95.0% of our inventory purchases. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02 amending the accounting for leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than 12 months, in addition to those currently recorded, on our balance sheets. Presentation of leases within the statements of operations and statements of cash flows will be generally consistent with the current lease accounting guidance. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company does not expect this accounting update to have a material effect on its financial statements. In September 2015, the FASB issued 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 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 May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016-08 to further clarify the implementation guidance on principal versus agent considerations. The guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company does not expect this accounting update to have a material effect on its financial statements. 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 3 - Fixed Assets
Note 3 - Fixed Assets | 6 Months Ended |
Oct. 31, 2016 | |
Notes | |
Note 3 - Fixed Assets | NOTE 3 - Fixed Assets Fixed assets consisted of the following: October 31, 2016 April 30, 2016 Vehicles $ 15,376 $ - Furniture and fixtures 6,212 6,212 Computers and office equipment 2,480 1,376 Total fixed assets 24,068 7,588 Accumulated depreciation (2,701) (476) Total fixed assets $ 21,367 $ 7,112 During the three months ended October 31, 2016 and 2015, the Company recognized $1,288 and $0, respectively, in depreciation expense. During the six months ended October 31, 2016 and 2015, the Company recognized $2,224 and $0, respectively, in depreciation expense. |
Note 4 - Convertible Promissory
Note 4 - Convertible Promissory Notes | 6 Months Ended |
Oct. 31, 2016 | |
Notes | |
Note 4 - Convertible Promissory Notes | NOTE 4 CONVERTIBLE PROMISSORY NOTES Following is a summary of our outstanding convertible promissory notes as of October 31, 2016: Current Balances Lender Issue Date Maturity Principle Interest Total RDW Capital, LLC Note 2 12/31/2015 6/30/16 $ - $ 13,405 $ 13,405 RDW Capital, LLC Note 3 3/10/2016 9/10/16 792 - 792 RDW Capital, LLC Note 4 5/13/2016 11/13/16 92,680 3,790 96,470 RDW Capital, LLC Note 5 5/20/2016 11/20/16 52,500 1,968 54,468 RDW Capital, LLC Note 6 8/22/2016 2/22/17 157,500 2,469 159,969 RDW Capital, LLC Note 7 9/1/2016 3/1/17 157,500 2,113 159,613 Totals $ 460,972 $ 23,745 $ 484,717 Debt discount balance (181,824) Balance sheet balances $ 279,148 Following is a summary of our outstanding convertible promissory notes as of April 30, 2016: Current Balances Lender Issue Date Maturity Principle Interest Total LG Capital Funding, LLC 4/20/2016 9/11/2016 $ 13,000 $ 34 $ 13,034 Black Forest Capital, LLC 10/8/2015 10/8/2016 19,500 3,001 22,501 RDW Capital, LLC Note 1 11/10/2015 5/10/16 157,500 6,136 163,636 RDW Capital, LLC Note 2 1/0/1900 6/30/16 105,000 2,861 107,861 RDW Capital, LLC Note 3 3/10/2016 9/10/16 792 614 1,406 Totals $ 295,792 $ 12,646 $ 308,438 Debt discount balance (204,718) Balance sheet balances $ 91,074 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 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 and proceeds of $ 75,000 net of legal expenses (the LG Note). The LG Note was convertible into common stock at a price equal to 60% of the lowest trading price during the 20 trading days immediately preceding the applicable conversion. The LG Note principle was discounted for the value of the legal fees of $6,000 and the intrinsic value of the beneficial conversion feature of $68,000. The resulting $74,000 discount was fully accreted through July 31, 2016 due to full repayment of the LG Note on May 2, 2016. During the six months ended October 31, 2016, the Company recognized no interest expense and debt discount accretion of $ 7,741 . On May 2, 2016, LG converted the remaining $ 13,034 of principal and interest into 775,844 shares of common stock. 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 matured in 12 months on October 8, 2016. The Black Forest Note was 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 20 trading days immediately preceding the applicable conversion. The Black Forrest Note principle was discounted for the value of legal fees of $3,000 and the intrinsic value of the beneficial conversion feature of $50,000. The calculated intrinsic value was $ 127,199 . As this amount resulted in a total debt discount that exceeded the Black Forest Note principal, the discount recorded for the beneficial conversion feature was limited to the principal amount of the Black Forest Note. The resulting $53,000 discount was accreted through July 31, 2016 due to repayment of the Black Forest Note. During the six months ended October 31, 2016, the Company recognized no interest expense and debt discount accretion of $ 9,992 . During the six months ended October 31, 2016, Black Forrest converted the remaining $ 22,499 of principal and interest into 11,076,775 shares of common stock. RDW Capital, LLC On November 12, 2015, the Company entered into a Securities Purchase Agreement (RDW SPA 1) with RDW Capital, LLC (RDW), a Florida limited liability company. On November 12, 2015, the Company and RDW entered into the First Amended Securities Purchase Agreement. On November 12, 2015, the Company and RDW entered into the Second Amended Securities Purchase Agreement. On February 17, 2016, the Company and RDW entered into the Third Amended Securities Purchase Agreement. On February 17, 2016, the Company and RDW entered into the Fourth Amended Securities Purchase Agreement. On May 9, 2016, the Company and RDW entered into a Securities Purchase Agreement (RDW SPA 2). On August 22, 2016, the Company and RDW entered into a Securities Purchase Agreement (RDW SPA 3). On September 1, 2016, the Company and RDW entered into a Securities Purchase Agreement (RDW SPA 4). RDW SPA 1, amendments thereto, RDW SPA 2, RDW SPA 3 and RDW SPA 4 may hereinafter be referred to collectively as, the RDW SPAs . RDW Note 1 - In connection with RDW SPA 1 and amendments thereto, on November 12, 2016, the Company issued to RDW a convertible note (RWD Note 1) due on April 10, 2016 in the principal amount of $ 157,500 of which the Company received proceeds of $130,000 after payment of a $7,500 original issue discount ( OID . RDW Note 1 principle was discounted for the value of the OID, due diligence fees and the intrinsic value of the beneficial conversion feature. The calculated intrinsic value was $121,406. As this amount resulted in a total debt discount that was less than RDW Note 1 principal, the full $121,406 discount was recognized. The resulting $148,906 discount was accreted over the 5 month term of RDW Note 1 through April 10, 2016. RDW Note 2 - In connection with RDW SPA 1 and amendments thereto, on December 31, 2015, the Company issued to RDW a convertible note (RDW Note 2) due on June 30, 2016 in the principal amount of $ 105,000 of which the Company received proceeds of $90,000 after payment of a $5,000 OID and due diligence fees totaling $10,000 . RDW Note 2 principle was discounted for the value of the OID, due diligence fees and the intrinsic value of the beneficial conversion feature. The calculated intrinsic value was $98,086. As this amount resulted in a total debt discount that exceeds RDW Note 2 principal, the discount recorded for the beneficial conversion feature was limited to the principal amount of RDW Note 2. The resulting $105,000 discount was accreted over the 5 month term of RDW Note 2 through June 30, 2016. RDW Note1 and RDW Note 2 - During the three and six months ended October 31, 2016, the Company recognized the following transactions related to RDW Note 1 and RDW Note 2: Recorded $651 and $4,407 of interest expense, respectively, Recorded $35,192 and $35,192 of debt discount accretion, respectively, Issued 80,281,822 shares of common stock upon the conversion of $115,293 of note principle during the three months ended October 31, 2016 and issued 115,939,107 shares of common stock upon the conversion of $262,500 of note principle during the six months ended October 31, 2016. RDW Note 3 - In connection with RDW SPA 1 and amendments thereto, on March 10, 2016, the Company issued to RDW a convertible note (RDW Note 3) due on September 10, 2016 in the principal amount of $ 210,000 of which the Company received proceeds of $180,000 after payment of a $10,000 OID and due diligence fees totaling $20,000. RDW Note 3 principal was discounted for the OID, due diligence fees, stock issued to an advisor in connection with RDW Note 3 totaling $18,000, and the intrinsic value of the beneficial conversion feature. The calculated intrinsic value was $227,391. As this amount resulted in a total debt discount that exceeded RDW Note 3 principal, the discount recorded for the beneficial conversion feature was limited to the principal amount of RDW Note 3. The resulting $210,000 discount was accreted through April 30, 2016, the date RDW Note 3 was paid down to a principal and interest balance of $1,405. During the three and six months ended October 31, 2016, the Company recognized -$613 of interest expense and $151,793 of debt discount accretion related to RDW Note 3. RDW Note 4 RDW Note 4 principle was discounted for the value of the OID, legal fees due diligence fees and intrinsic value of the beneficial conversion feature. The calculated intrinsic value was $70,000. As this amount resulted in a total debt discount that was less than RDW Note 4 principal, the full $70,000 discount was recognized. The resulting $92,500 discount is being accreted over the 6 month term of RDW Note 4 through November 13, 2016. During the three and six months ended October 31, 2016, the Company recognized the following transactions related to RDW Note 4: · Recorded $1,971 and $3,789 of interest expense, respectively, Recorded $46,250 and $85,965 of debt discount accretion, respectively, · Issued 8,800,000 shares of common stock upon the conversion of $12,320 of note principle during the three and six months ended October 31, 2016. RDW Note 5 RDW Note 5 principle was discounted for the value of the OID, due diligence fees and intrinsic value of the beneficial conversion feature. The calculated intrinsic value was $35,000. As this amount resulted in a total debt discount that was less than RDW Note 5 principal, the full $35,000 discount was recognized. The resulting $42,500 discount is being accreted over the 6 month term of RDW Note 5 through November 20, 2016. During the three and six months ended October 31, 2016, the Company recognized the following transactions related to RDW Note 5: · Recorded $1,059 and $1,968 of interest expense, respectively, Recorded $21,250 and $37,880 of debt discount accretion, respectively, RDW Note 6 RDW Note 6 principle was discounted for the value of the OID, legal and due diligence fees and intrinsic value of the beneficial conversion feature. The calculated intrinsic value was $105,000. As this amount resulted in a total debt discount that was less than RDW Note 6 principal, the full $105,000 discount was recognized. The resulting $132,500 discount is being accreted over the 6 month term of RDW Note 6 through February 22, 2017. During the three months ended October 31, 2016, the Company recognized $2,469 of interest expense and $50,408 of debt discount accretion related to RDW Note 6. RDW Note 7 RDW Note 7 principle was discounted for the value of the OID, legal and due diligence fees and intrinsic value of the beneficial conversion feature. The calculated intrinsic value was $105,000. As this amount resulted in a total debt discount that was less than RDW Note 7 principal, the full $105,000 discount was recognized. The resulting $132,500 discount is being accreted over the 6 month term of RDW Note 7 through March 1, 2017. During the three months ended October 31, 2016, the Company recognized $2,114 of interest expense and $43,923 of debt discount accretion related to RDW Note 7. RDW Note 1, RDW Note 2, RDW Note 3, RDW Note 4, RDW Note 5, RDW Note 6 and RDW Note 7 may hereinafter be referred to collectively as, the RDW Notes The RDW Notes have the following terms and conditions: · The principal amount outstanding accrues interest at a rate of eight percent (8%) per annum. · Interest is due and payable on each conversion date and on the Maturity Date. · At any time, at the option of the holder, the RDW notes are convertible, into shares of our common stock at a conversion price equal to sixty percent (60%) of the lowest traded price of our common stock in the twenty (20) days prior to the conversion date, at any time, at the option of the holder (the Conversion Price). · T he RDW Notes are unsecured obligations. · We may prepay the RDW Notes in whole or in part at any time with ten (10) days written notice to the holder for the sum of the outstanding principal and interest multiplied by one hundred and thirty percent (130%). RDW may continue to convert the notes from the date of the notice of prepayment until the date of prepayment. · Default interest of twenty-four percent (24%) per annum. · Interest on overdue accrued and unpaid interest will incur a late fee of the lower of eighteen percent (18%) per annum or the maximum rate permitted by law. · Upon an event of default, RDW may accelerate the outstanding principal, plus accrued and unpaid interest, and other amounts owing through the date of acceleration (Acceleration). · Upon Acceleration, the amount due will be one hundred thirty percent (130%) of the outstanding principal amount of the Note and accrued and unpaid interest, together with payment of all other amounts, costs, expenses and liquidated damages. · In the event of our default, at the request of the holder, we must pay one hundred fifty percent (150%) of the outstanding balance plus accrued interest and default interest. · We must reserve three (3) times the amount of shares necessary for the issuance of common stock upon conversion. · Conversions of the RDW Notes shall not be permitted if such conversion will result in the holder owning more than four point ninety-nine percent (4.99%) of our common shares outstanding after giving effect to such conversion. In total, during the three and six months ended October 31, 2016, the Company recognized $7,651 and $14,134, respectively, of interest expense and $161,831 and $405,161, respectively, of debt discount accretion related to the RDW Notes. In total, during the three months ended October 31, 2016, RDW converted $127,613 of RDW Note principal into 89,081,822 shares of common stock. In total, during the six months ended October 31, 2016, RDW converted $274,820 of RDW Note principal into 124,739,107 shares of common stock. |
Note 5 - Commitments and Contin
Note 5 - Commitments and Contingencies | 6 Months Ended |
Oct. 31, 2016 | |
Notes | |
Note 5 - Commitments and Contingencies | NOTE 5 COMMITMENTS AND CONTINGENCIES Product Warranties Our products are sold with a one (1) year manufacturers warranty. The Company has no obligation to provide warranty service or replacement. The Company does offer an extended warranty for a fee. The extended warranty expires one year from the day the manufacturer warranty expires. Warranty costs during the second year of an extended warranty are born by the manufacturer. As a result, the Company has no, or limited warranty liability exposure. Operating Lease On March 21, 2015, the Company entered into a lease of office space at 130 Iowa Lane, Suite 102, Carry, North Carolina 27511. The lease expires on March 31, 2018. The Company has no other noncancelable operating leases. Future minimum lease payments under this operating lease with an initial term in excess of one year as of October 31, 2016 are as follows: Fiscal Year 2017 $7,314 2018 $14,920 2019 $10,144 Thereafter $0 During the three months ended October 31, 2016 and 2015, rent expense for office space totaled $ 3,882 and $ 3,000 , respectively. During the six months ended October 31, 2016 and 2015, rent expense for office space totaled $ 7,576 and $ 5,250 , respectively. Supplier Purchase Commitments The Company periodically makes contractual, advance inventory purchases in the ordinary course of business. As of October 31, 2016, the Company was obligated to purchase $ 11,000 of inventory under a non-exclusive distribution agreement. |
Note 6 - Stockholder's Equity
Note 6 - Stockholder's Equity | 6 Months Ended |
Oct. 31, 2016 | |
Notes | |
Note 6 - Stockholder's Equity | NOTE 6 Stockholder's Equity As of October 31, 2016 and April 30, 2016, there were 177,117,321 and 40,525,595 shares of common stock outstanding, respectively and there were 1,000,000 and 1,000,000 shares of Series A Preferred Stock outstanding, respectively. On January 19, 2016, we amended our Articles of Incorporation to increase our authorized common stock from 50,000,000 shares to 250,000,000 shares and authorized the creation of 1,000,000 shares of Series A preferred stock with each share being entitled to 200,000 (i.e., 200:1) votes per share and with no right of conversion into shares of common stock. On August 4, 2016, we approved an amendment to our Articles of Incorporation to increase our authorized common stock from 250,000,000 shares to 750,000,000 shares and authorized Series A preferred stock from 1,000,000 shares to 5,000,000 shares. The amendment became effective September 8, 2016. During the six months ended October During the year ended April 30, 2016 · · · · · |
Note 7 - Subsequent Events
Note 7 - Subsequent Events | 6 Months Ended |
Oct. 31, 2016 | |
Notes | |
Note 7 - Subsequent Events | NOTE 7 SUBSEQUENT EVENTS Management has reviewed material events subsequent of the quarterly period ended October 31, 2016 and prior to the filing of financial statements in accordance with FASB ASC 855 Subsequent Events. RDW converted $54,090 of convertible note principal into 18,030,000 shares of common stock. |
Note 2 - Summary of Significa13
Note 2 - Summary of Significant Accounting Policies: Basis of Presentation (Policies) | 6 Months Ended |
Oct. 31, 2016 | |
Policies | |
Basis of Presentation | Basis of Presentation The unaudited financial statements of Force Protection Video Equipment Corp. (the Company) as of October 31, 2016, and for the three and six months ended October 31, 2016 and 2015, 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 financial statements and notes thereto for the year ended April 30, 2016, 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 - Summary of Significa14
Note 2 - Summary of Significant Accounting Policies: Estimates (Policies) | 6 Months Ended |
Oct. 31, 2016 | |
Policies | |
Estimates | Estimates The preparation of the Companys financial statements requires management to make estimates and use assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and assumptions are affected by managements application of accounting policies. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from these estimates and assumptions. |
Note 2 - Summary of Significa15
Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 6 Months Ended |
Oct. 31, 2016 | |
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 2 - Summary of Significa16
Note 2 - Summary of Significant Accounting Policies: Inventory (Policies) | 6 Months Ended |
Oct. 31, 2016 | |
Policies | |
Inventory | Inventory Our inventory is comprised of finished goods, cameras and recording equipment. The Companys inventory is stated at the lower of cost or market. The Company also makes prepayments against the future delivery of inventory classified as prepaid inventory. |
Note 2 - Summary of Significa17
Note 2 - Summary of Significant Accounting Policies: Accounts Receivable (Policies) | 6 Months Ended |
Oct. 31, 2016 | |
Policies | |
Accounts Receivable | Accounts Receivable Accounts receivable are reported at the customers' outstanding balances. The Company does not have a history of significant bad debt and has not recorded any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable. The Company evaluates receivables on a regular basis for potential reserve. |
Note 2 - Summary of Significa18
Note 2 - Summary of Significant Accounting Policies: Property and Equipment (Policies) | 6 Months Ended |
Oct. 31, 2016 | |
Policies | |
Property and Equipment | Property and Equipment Fixed assets are carried at cost, less accumulated depreciation and amortization. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. Depreciation for financial statement purposes is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are: Estimated Useful Lives Vehicles 5 years Office Equipment 3 - 5 years Furniture & equipment 5 - 7 years |
Note 2 - Summary of Significa19
Note 2 - Summary of Significant Accounting Policies: Income Taxes (Policies) | 6 Months Ended |
Oct. 31, 2016 | |
Policies | |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively. |
Note 2 - Summary of Significa20
Note 2 - Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 6 Months Ended |
Oct. 31, 2016 | |
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. |
Note 2 - Summary of Significa21
Note 2 - Summary of Significant Accounting Policies: Marketing and Advertising Costs (Policies) | 6 Months Ended |
Oct. 31, 2016 | |
Policies | |
Marketing and Advertising Costs | Marketing and Advertising Costs Marketing and advertising costs are anticipated to be expensed as incurred. The Company recognized $22,513 and $68,874 in marketing and advertising costs during the three and six months ended October 31, 2016, respectively. The Company recognized $3,929 and $18,226 in marketing and advertising costs during the three and six months ended October 31, 2015, respectively. |
Note 2 - Summary of Significa22
Note 2 - Summary of Significant Accounting Policies: Stock Based Compensation (Policies) | 6 Months Ended |
Oct. 31, 2016 | |
Policies | |
Stock Based Compensation | Stock Based Compensation The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. |
Note 2 - Summary of Significa23
Note 2 - Summary of Significant Accounting Policies: Fair Value Measurements (Policies) | 6 Months Ended |
Oct. 31, 2016 | |
Policies | |
Fair Value Measurements | 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. The Company utilizes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. As of October 31, 2016 and April 30, 2016, 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. |
Note 2 - Summary of Significa24
Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 6 Months Ended |
Oct. 31, 2016 | |
Policies | |
Fair Value of Financial Instruments | 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. |
Note 2 - Summary of Significa25
Note 2 - Summary of Significant Accounting Policies: Net Income (loss) Per Share (Policies) | 6 Months Ended |
Oct. 31, 2016 | |
Policies | |
Net Income (loss) Per Share | Net Income (Loss) Per Share The computation of basic earnings per share (EPS) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS, if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money). Following is the computation of basic and diluted net loss per share for the three and six months ended October 31, 2016 and 2015: Three Months Ended Six Months Ended October 31, October 31, 2016 2015 2016 2015 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (349,926) $ (149,347) $ (839,138) $ (202,389) Denominator: Weighted average number of common shares outstanding 160,873,532 18,746,707 110,129,348 18,633,109 Basic and diluted EPS $ (0.00) $ (0.01) $ (0.01) $ (0.01) Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Convertible promissory notes 50,491,376 497,772 50,491,376 497,772 |
Note 2 - Summary of Significa26
Note 2 - Summary of Significant Accounting Policies: Concentrations of Risk (Policies) | 6 Months Ended |
Oct. 31, 2016 | |
Policies | |
Concentrations of Risk | Concentrations of risk During the ended October , 2016, customer accounted for of sales. During the ended October , 201 , customer accounted for of sales. During the ended October , 2016, customer accounted for of sales. During the ended October , 201 , customer accounted for of sales. The Company relies on third parties for the supply and manufacture of its capture devices, some of which are sole-source suppliers. The Company believes that outsourcing manufacturing enables greater scale and flexibility. As demand and product lines change, the Company periodically evaluates the need and advisability of adding manufacturers to support its operations. In instances where a supply and manufacture agreement does not exist or suppliers fail to perform their obligations, the Company may be unable to find alternative suppliers or satisfactorily deliver its products to its customers on time, if at all. During the three months ended October 31, 2016, one supplier accounted for 62.5% of our inventory purchases. During the six months ended October 31, 2016, two suppliers accounted for 88.0% (76.2% and 11.8%) of our inventory purchases. During the three months ended October 31, 2015, one supplier accounted for 96.4% of our inventory purchases. During the six months ended October 31, 2015, one supplier accounted for 95.0% of our inventory purchases. |
Note 2 - Summary of Significa27
Note 2 - Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Oct. 31, 2016 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02 amending the accounting for leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than 12 months, in addition to those currently recorded, on our balance sheets. Presentation of leases within the statements of operations and statements of cash flows will be generally consistent with the current lease accounting guidance. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company does not expect this accounting update to have a material effect on its financial statements. In September 2015, the FASB issued 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 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 May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. In March 2016, the FASB issued ASU 2016-08 to further clarify the implementation guidance on principal versus agent considerations. The guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company does not expect this accounting update to have a material effect on its financial statements. 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 2 - Summary of Significa28
Note 2 - Summary of Significant Accounting Policies: Net Income (loss) Per Share: Schedule of Earnings Per Share, Basic and Diluted (Tables) | 6 Months Ended |
Oct. 31, 2016 | |
Tables/Schedules | |
Schedule of Earnings Per Share, Basic and Diluted | Three Months Ended Six Months Ended October 31, October 31, 2016 2015 2016 2015 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (349,926) $ (149,347) $ (839,138) $ (202,389) Denominator: Weighted average number of common shares outstanding 160,873,532 18,746,707 110,129,348 18,633,109 Basic and diluted EPS $ (0.00) $ (0.01) $ (0.01) $ (0.01) Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Convertible promissory notes 50,491,376 497,772 50,491,376 497,772 |
Note 3 - Fixed Assets_ Schedule
Note 3 - Fixed Assets: Schedule of Other Assets (Tables) | 6 Months Ended |
Oct. 31, 2016 | |
Tables/Schedules | |
Schedule of Other Assets | October 31, 2016 April 30, 2016 Vehicles $ 15,376 $ - Furniture and fixtures 6,212 6,212 Computers and office equipment 2,480 1,376 Total fixed assets 24,068 7,588 Accumulated depreciation (2,701) (476) Total fixed assets $ 21,367 $ 7,112 |
Note 4 - Convertible Promisso30
Note 4 - Convertible Promissory Notes: Convertible Debt (Tables) | 6 Months Ended |
Oct. 31, 2016 | |
Tables/Schedules | |
Convertible Debt | Current Balances Lender Issue Date Maturity Principle Interest Total RDW Capital, LLC Note 2 12/31/2015 6/30/16 $ - $ 13,405 $ 13,405 RDW Capital, LLC Note 3 3/10/2016 9/10/16 792 - 792 RDW Capital, LLC Note 4 5/13/2016 11/13/16 92,680 3,790 96,470 RDW Capital, LLC Note 5 5/20/2016 11/20/16 52,500 1,968 54,468 RDW Capital, LLC Note 6 8/22/2016 2/22/17 157,500 2,469 159,969 RDW Capital, LLC Note 7 9/1/2016 3/1/17 157,500 2,113 159,613 Totals $ 460,972 $ 23,745 $ 484,717 Debt discount balance (181,824) Balance sheet balances $ 279,148 Following is a summary of our outstanding convertible promissory notes as of April 30, 2016: Current Balances Lender Issue Date Maturity Principle Interest Total LG Capital Funding, LLC 4/20/2016 9/11/2016 $ 13,000 $ 34 $ 13,034 Black Forest Capital, LLC 10/8/2015 10/8/2016 19,500 3,001 22,501 RDW Capital, LLC Note 1 11/10/2015 5/10/16 157,500 6,136 163,636 RDW Capital, LLC Note 2 1/0/1900 6/30/16 105,000 2,861 107,861 RDW Capital, LLC Note 3 3/10/2016 9/10/16 792 614 1,406 Totals $ 295,792 $ 12,646 $ 308,438 Debt discount balance (204,718) Balance sheet balances $ 91,074 |
Note 1 - Organization and Goi31
Note 1 - Organization and Going Concern (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2016 | Oct. 31, 2015 | Apr. 30, 2016 | |
Details | |||||
Net revenue | $ 17,464 | $ 19,614 | $ 33,176 | $ 35,548 | |
Operating Income (Loss) | 402,112 | ||||
Working Capital Deficit | 11,014 | 11,014 | |||
Accumulated Deficit | $ 2,314,263 | $ 2,314,263 | $ 1,475,125 |
Note 2 - Summary of Significa32
Note 2 - Summary of Significant Accounting Policies: Net Income (loss) Per Share: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2016 | Oct. 31, 2015 | |
Net loss | $ (489,212) | $ (149,347) | $ (839,138) | $ (202,389) |
Weighted Average Common Shares Outstanding Basic and Diluted | 160,873,532 | 18,746,707 | 110,129,348 | 18,633,109 |
Net (Loss) Per Common Share- Basic and Diluted | $ (0.01) | $ 0 | $ (0.01) | $ (0.01) |
Basic and Diluted EPS Computation | ||||
Net loss | $ (349,926) | $ (149,347) | $ (839,138) | $ (202,389) |
Weighted Average Common Shares Outstanding Basic and Diluted | 160,873,532 | 18,746,707 | 110,129,348 | 18,633,109 |
Net (Loss) Per Common Share- Basic and Diluted | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) |
Note 3 - Fixed Assets_ Schedu33
Note 3 - Fixed Assets: Schedule of Other Assets (Details) - USD ($) | Oct. 31, 2016 | Apr. 30, 2016 |
Details | ||
Public Utilities, Property, Plant and Equipment, Vehicles | $ 15,376 | |
Furniture and Fixtures, Gross | 6,212 | $ 6,212 |
Property, Plant and Equipment, Other, Gross | 2,480 | 7,588 |
Other Assets, Noncurrent | 24,068 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (2,701) | (476) |
Other Assets, Miscellaneous | $ 21,367 | $ 7,112 |
Note 4 - Convertible Promisso34
Note 4 - Convertible Promissory Notes (Details) - USD ($) | 6 Months Ended | |||||||||
Oct. 31, 2016 | Nov. 20, 2016 | Nov. 13, 2016 | Nov. 12, 2016 | Sep. 10, 2016 | Sep. 01, 2016 | Aug. 22, 2016 | Jun. 30, 2016 | Oct. 08, 2015 | Sep. 11, 2015 | |
LG Capital Funding, LLC | ||||||||||
Convertible Note | 8.00% | |||||||||
Convertible Note- Principal Amount | $ 81,000 | |||||||||
Due to Affiliate, Current | $ 75,000 | |||||||||
Accretion Expense | $ 7,741 | |||||||||
Debt Conversion, Original Debt, Amount | $ 13,034 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 775,844 | |||||||||
Black Forest Capital, LLC | ||||||||||
Convertible Note | 10.00% | |||||||||
Convertible Note- Principal Amount | $ 53,000 | |||||||||
Due to Affiliate, Current | 50,000 | |||||||||
Accretion Expense | $ 9,992 | |||||||||
Debt Conversion, Original Debt, Amount | $ 22,499 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 11,076,775 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 127,199 | |||||||||
RDW Capital, LLC | ||||||||||
Convertible Note- Principal Amount | $ 52,500 | $ 105,000 | $ 157,500 | $ 210,000 | $ 157,500 | $ 157,500 | $ 105,000 |
Note 5 - Commitments and Cont35
Note 5 - Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2016 | Oct. 31, 2015 | |
Details | ||||
Operating Leases, Rent Expense | $ 3,882 | $ 3,000 | $ 7,576 | $ 5,250 |
Advances on Inventory Purchases | $ 11,000 | $ 11,000 |
Note 6 - Stockholder's Equity (
Note 6 - Stockholder's Equity (Details) - USD ($) | 12 Months Ended | ||||
Apr. 30, 2016 | Oct. 31, 2016 | Jan. 19, 2016 | Apr. 30, 2015 | ||
Common Stock, Shares Outstanding | 40,525,595 | 177,117,321 | |||
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 | |||
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 | 250,000,000 | ||
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 | 1,000,000 | ||
Stock Issued During Period, Shares, Issued for Services | 10,095 | ||||
Share-based Compensation | $ 14,500 | ||||
Common Stock, Shares Issued | 40,525,595 | 177,117,321 | |||
Common stock | [1] | $ 4,052 | $ 17,711 | ||
Shares Issued for Cash | 450,000 | ||||
Sale of Stock, Price Per Share | $ 0.10 | ||||
Cash | $ 45,000 | ||||
Preferred Stock Shares Issued | 1,000,000 | ||||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | |||
Common Stock Issued Upon Conversion | 21,738,588 | ||||
Stock Issued Upon Conversion | $ 618,708 | ||||
RDW Note 3 | |||||
Common Stock, Shares Issued | 31,912 | ||||
Common stock | $ 18,000 | ||||
Stock Issued2 | |||||
Cash | $ 1,000 | ||||
[1] | $0.0001 par value; 750,000,000 shares authorized; issued and outstanding 177,117,321 and 40,525,595 at October 31, 2016 and April 30, 2016, respectively. |