| STOCKHOLDERS' DEFICIT | 14. STOCKHOLDERS’
DEFICIT On November
13, 2017, the Company amended its Articles of Incorporation, increasing the number of common stock authorized from 240,000,000
to 490,000,000, par value of $0.0001, and leaving the number of preferred stock authorized at 10,000,000, par value of $0.0001. At the time
of the amendment, the Company designated 10,000 shares of its authorized but unissued shares of preferred stock as Series A Preferred
Stock. The 10,000 Series A Preferred Stock shall have an aggregate voting power of 45% of the combined voting power of the entire
Company’s shares, common stock and preferred stock, as long as the Company is in existence. Each holder of the Series A
Preferred Stock shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock,
and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the
by-laws of the Company, and shall be entitled to vote, together with holders of common stock, with respect to any question upon
which holders of common stock have the right to vote. Without the vote or consent of holders of at least a majority of the shares
of Series A Preferred Stock then outstanding, the Company may not (i) authorize, create or issue, or increase the authorized number
of shares of, any class or series of capital stock ranking prior to or on a parity with the Series A Preferred Stock, (ii) authorize,
create or issue any class or series of common stock of the Company other than the common stock, (iii) authorize any reclassification
of the Series A Preferred Stock, (iv) authorize, create or issue any securities convertible into or exercisable for capital stock
prohibited by (i) or (ii), (v) amend this Certificate of Designations or (vi) enter into any merger or reorganization, or disposal
of assets involving 20% of the total capitalization of the Company. Subject to
the rights of the holders of any other series of preferred stock ranking senior to or on a parity with the Series A Preferred
Stock with respect to liquidation and any other class or series of capital stock of the Company ranking senior to or on a parity
with the Series A Preferred Stock with respect to liquidation, in the event of any liquidation, dissolution or winding up of the
affairs of the Company, whether voluntary or involuntary, the holders of record of the issued and outstanding shares of Series
A Preferred Stock shall be entitled to receive, out of the assets of the Company available for distribution to the holders of
shares of Series A Preferred Stock, prior and in preference to any distribution of any of the assets of the Company to the holders
of common stock and any other series of preferred stock ranking junior to the Series A Preferred Stock with respect to liquidation. The holders
of the Series A Preferred Stock shall not be entitled to receive dividends per share of Series A Preferred Stock. The Company
shall have no rights to redeem Series A Preferred Stock. COMMON STOCK On June 26,
2017, the Company issued 1,400,000 shares of common stock for gross proceeds of $14,000, which was received during the year ended
April 30, 2017. On June 27,
2017, the Company issued 10,000,000 shares of common stock with a fair value of $1,900,000 for BitReturn pursuant to a Definitive
Acquisition Agreement (refer to Note 13). On July 1,
2017, the Company issued 1,000,000 shares of common stock with a fair value of $250,000 for investor relations services pursuant
to a Strategic Management and Advisory Agreement (refer to Note 14). On July 26,
2017, the Company issued 2,500,000 shares of common stock with a fair value of $400,000 as signing bonuses pursuant to service
agreements and the $400,000 fair value was expensed and included in consulting fees. On November
6, 2017, the Company issued 60,000,000 shares of common stock with a fair value of $6,600,000 for a license fee pursuant to the
Exclusive Software License Agreement (refer to Note 11). On January
16, 2018, the Company issued 3,200,000 shares of common stock pursuant to the Share Purchase Agreement with an unrelated third
party. Under the terms of the Agreement, the Company will purchase all the issued ordinary shares of the unrelated third party
from its shareholders, thereby acquiring all the intellectual property, research and development, contracts, accounts receivable
and licenses owned by the unrelated third party. In exchange, the Company will issue 3,200,000 shares of its common stock to the
unrelated third party’s shareholders. The Agreement will not close and the acquisition will not be complete until the Company
receives the source code and software to the unrelated third party’s intellectual property for all of the unrelated third
party’s programs, platforms and products and these assets have been independently verified. Additionally, if the shares
issued to the unrelated third party shareholders do not have an aggregate value of $2,000,000 by January 15, 2019, the unrelated
third party shareholders are entitled to have additional shares issued to them so that they hold shares equal to $2,000,000 as
of that date. As at January 31, 2018, the Company has not received the source code and software relating to the intellectual property
and the Agreement has not closed. The 3,200,000 shares are being held by the Company until closing of the Agreement. On January
16, 2018, the Company issued 150,000 shares of common stock with a fair value of $57,000 for investor relations services pursuant
to an Equity Research Services Agreement (refer to Note 13). As at January
31, 2018, there are 161,250,000 shares of common stock issued and 158,050,000 shares of common stock outstanding. PREFERRED
STOCK - SERIES A As at January
31, 2018, there are no issued and outstanding Series A Preferred Stock. |
