Document and Entity Information
Document and Entity Information | 9 Months Ended |
Jan. 31, 2018 | |
Document And Entity Information | |
Entity Registrant Name | BLACK CACTUS GLOBAL, INC. |
Entity Central Index Key | 1,575,345 |
Document Type | S1 |
Trading Symbol | BLGI |
Document Period End Date | Jan. 31, 2018 |
Amendment Flag | false |
Current Fiscal Year End Date | --04-30 |
Entity Filer Category | Smaller Reporting Company |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Jan. 31, 2018 | Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2015 |
CURRENT ASSETS | ||||
Cash and cash equivalents | $ 11,556 | $ 3 | $ 106 | |
Prepaid expenses and other assets (Note 6) | 388,192 | |||
TOTAL ASSETS | 399,748 | 3 | 0 | 106 |
CURRENT LIABILITIES | ||||
Accounts payable and accrued liabilities | 79,184 | 37,151 | 39,754 | 14,827 |
Advances payable (Note 8) | 295,000 | |||
Amount payable for BitReturn (Note 12) | 350,000 | |||
Convertible debentures (Note 10) | 12,161 | |||
Due to related parties (Note 7) | 321,217 | 1,872 | 23,236 | 18,462 |
Loans payable (Note 9) | 37,254 | 32,916 | 11,113 | 1,550 |
Total Current Liabilities | 1,094,816 | 71,939 | 74,103 | 34,839 |
Loans payable (Note 9) | 33,782 | |||
Total Liabilities | 1,094,816 | 105,721 | 74,103 | |
STOCKHOLDERS' DEFICIT | ||||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, of which 10,000 shares designated as Series A, no shares issued and outstanding (Note 14) | ||||
Common stock, $0.0001 par value; 490,000,000 shares authorized; 161,250,000 and 83,000,000 shares issued and 158,050,000 and 83,000,000 shares outstanding as of January 31, 2018 and April 30, 2017, respectively (Note 14) | $ 15,805 | $ 8,300 | $ 8,000 | 8,000 |
Share subscriptions received | 14,000 | |||
Shares issuable | 760,832 | 14,000 | ||
Additional paid-in capital | $ 9,627,699 | $ 74,559 | $ 38,500 | 38,500 |
Accumulated deficit | (11,099,404) | (202,577) | (120,603) | (81,233) |
Total Stockholders' Deficit | (695,068) | (105,718) | (74,103) | (34,733) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 399,748 | $ 3 | $ 0 | $ 106 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jan. 31, 2018 | Nov. 13, 2017 | Apr. 30, 2017 | Jan. 24, 2017 | Apr. 30, 2016 | Apr. 30, 2015 | May 09, 2014 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |
Preferred stock, issued | |||||||
Preferred stock, outstanding | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, authorized | 490,000,000 | 490,000,000 | 490,000,000 | 240,000,000 | 240,000,000 | 240,000,000 | |
Common stock, issued | 161,250,000 | 83,000,000 | 30,000 | 80,000,000 | 80,000,000 | ||
Common stock, outstanding | 158,050,000 | 83,000,000 | 80,000,000 | 80,000,000 | |||
Series A Preferred Stock [Member] | |||||||
Preferred stock, authorized | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | |
Preferred stock, issued | |||||||
Preferred stock, outstanding |
STATEMENTS OF OPERATIONS AND CO
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jan. 31, 2018 | Jan. 31, 2017 | Jan. 31, 2018 | Jan. 31, 2017 | Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2015 | |
OPERATING EXPENSES | |||||||
Black Cactus license fee | $ 6,600,000 | $ 6,600,000 | |||||
Consulting (Note 9) | 937,691 | 1,638,639 | |||||
General and administrative | 49,075 | 28,851 | 71,267 | 48,096 | $ 56,905 | $ 10,443 | $ 12,065 |
Investor relations | 78,917 | 78,917 | |||||
Professional fees | 52,525 | 142,683 | 25,069 | 28,927 | 22,668 | ||
Product development and website costs (Note 12) | 460 | 2,349,123 | |||||
TOTAL OPERATING EXPENSES | (7,718,668) | (28,851) | (10,880,629) | (48,096) | |||
Accretion of discounts on convertible debentures | (12,161) | (12,161) | |||||
Interest expense | (4,037) | (4,037) | |||||
NET LOSS AND COMPREHENSIVE LOSS | $ (7,734,866) | $ (28,851) | $ (10,896,827) | $ (48,096) | $ (81,974) | $ (39,370) | $ (34,733) |
NET LOSS PER COMMON SHARE, BASIC AND DILUTED (in dollars per share) | $ (0.05) | $ 0 | $ (0.10) | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED (in shares) | 154,011,413 | 81,728,000 | 113,200,543 | 80,576,000 | 80,789,041 | 80,000,000 | 76,219,178 |
STATEMENTS OF STOCKHOLDERS' DEF
STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock | Common Stock | ShareSubscriptionsReceived [Member] | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at beginning at Apr. 30, 2014 | $ 12,000 | $ 34,500 | $ (46,500) | |||
Balance at beginning (in shares) at Apr. 30, 2014 | 120,000,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Conversion of common shares to preferred shares | $ 10 | $ (6,000) | $ 5,990 | |||
Conversion of common shares to preferred shares (in shares) | 10,000 | (60,000,000) | ||||
Conversion of preferred shares to common shares | $ (10) | $ 6,000 | (5,990) | |||
Conversion of preferred shares to common shares (in shares) | (10,000) | 60,000,000 | ||||
Cancellation of common shares | $ (4,000) | 4,000 | ||||
Cancellation of common shares (in shares) | (40,000,000) | |||||
Net loss | (34,733) | (34,733) | (34,733) | |||
Balance at ending at Apr. 30, 2015 | $ 8,000 | 38,500 | (81,233) | $ (34,733) | ||
Balance at ending (in shares) at Apr. 30, 2015 | 80,000,000 | 80,000,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (39,370) | $ (39,370) | ||||
Balance at ending at Apr. 30, 2016 | $ 8,000 | 38,500 | (120,603) | $ (74,103) | ||
Balance at ending (in shares) at Apr. 30, 2016 | 80,000,000 | 80,000,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Discount on loan payable | 6,359 | $ 6,359 | ||||
Issuance of common stock | $ 300 | 29,700 | 30,000 | |||
Number of shares issued (in shares) | 3,000,000 | |||||
Share subscriptions received | 14,000 | 14,000 | ||||
Net loss | (81,974) | (81,974) | ||||
Balance at ending at Apr. 30, 2017 | $ 8,300 | $ 14,000 | $ 74,559 | $ (202,577) | $ (105,718) | |
Balance at ending (in shares) at Apr. 30, 2017 | 83,000,000 | 83,000,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock | $ (1,900,000) | |||||
Net loss | (10,896,827) | |||||
Balance at ending at Jan. 31, 2018 | $ (695,068) | |||||
Balance at ending (in shares) at Jan. 31, 2018 | 158,050,000 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Jan. 31, 2018 | Jan. 31, 2017 | Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net loss | $ (10,896,827) | $ (48,096) | $ (81,974) | $ (39,370) | $ (34,733) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Accretion of loan discounts | 2,947 | 1,261 | 2,067 | ||
Accretion of convertible debt discount | 12,161 | ||||
Issuance of common stock for BitReturn (Note 12) | 1,900,000 | (30,000) | |||
Issuance of common shares for services | 602,833 | ||||
Issuance of common shares for license agreement (Note 11) | 6,600,000 | ||||
Shares issuable for services | 660,000 | ||||
Changes in operating assets and liabilities: | |||||
Prepaid expenses | (284,025) | ||||
Accounts payable and accrued liabilities | 41,663 | 94 | (1,159) | 24,927 | 14,827 |
Amount payable for BitReturn | 350,000 | ||||
Net Cash Used in Operating Activities | (1,011,248) | (46,741) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from loans payable | 9,563 | 18,462 | |||
Proceeds from advances payable | 295,000 | 4,774 | 1,550 | ||
Advances from related party, net of repayments | 321,620 | (20,258) | (21,364) | 4,774 | |
Proceeds from issuance of common stock | 30,000 | 30,000 | |||
Share subscriptions received | 14,000 | ||||
Proceeds from issuance of convertible debt, net of debt financing costs | 440,000 | ||||
Proceeds from (repayments of) loans payable | (32,474) | 38,075 | 60,654 | 9,563 | |
Net Cash Provided by Financing Activities | 1,024,146 | 47,817 | |||
Net effect of exchange rate changes on cash | (1,345) | (974) | (2,221) | ||
Net Increase in Cash and Cash Equivalents | 11,553 | 102 | 3 | (106) | 106 |
Cash and Cash Equivalents, Beginning of Period | 3 | 106 | 0 | ||
Cash and Cash Equivalents, End of Period | 11,556 | $ 102 | 3 | 106 | |
SUPPLEMENTARY CASH FLOW INFORMATION: | |||||
Interest paid | |||||
Income taxes paid |
NATURE OF BUSINESS
NATURE OF BUSINESS | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2018 | Apr. 30, 2017 | Apr. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
NATURE OF BUSINESS | 1. NATURE OF BUSINESS Black Cactus Global, Inc. (formerly Envoy Group Corp.) (the “Company”), was incorporated in the State of Florida on April 8, 2013. The address of the head office is Suite 200, 8275 South Eastern Avenue, Las Vegas, Nevada 89123. In December 2017, the Company acquired an exclusive software license for the Black Cactus blockchain development software platform and related intellectual property (the “Software”) and the Agreement includes a contract with the CEO of Black Cactus LLC to become a Director and Officer of the Company. The Company plans to use the Software platform to create a crypto trading exchange to support crypto and fiat currencies, music publishing, distribution, supply chain, medical research and trials (refer to Note 11). On December 4, 2017, the Company changed its name to “Black Cactus Global, Inc.”. | NOTE 1. NATURE OF BUSINESS Envoy Group Corp. (the “Company”), was incorporated in the State of Florida on April 8, 2013. The address of the head office is Suite 200, 8275 South Eastern Avenue, Las Vegas, Nevada 89123. Upon incorporation, it was the Company’s intent to develop a service to provide adult day care. On November 23, 2015, the Company announced that it intends to restructure its business plan and enter the consumer products market. The Company is currently in the process of identifying and evaluating feasible business opportunities. Subsequent to April 30, 2017, the Company entered into an agreement as part of a plan to develop a technology business in digital currency mining (see Note 9). | NOTE 1. NATURE OF BUSINESS Envoy Group Corp. (the “Company”), was incorporated in the State of Florida on April 8, 2013. The address of the head office is Suite 200, 8275 South Eastern Avenue, Las Vegas, Nevada 89123. Upon incorporation, it was the Company’s intent to develop a service to provide adult day care. On November 23, 2015, the Company announced that it intends to restructure its business plan and enter the consumer products market. The Company is currently in the process of identifying and evaluating feasible business opportunities in the consumer products market industry. |
GOING CONCERN
GOING CONCERN | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2018 | Apr. 30, 2017 | Apr. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
GOING CONCERN | 2. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has had no revenue or operations, and only incurred losses since inception. As at January 31, 2018, the Company has a working capital deficiency of $695,068 and an accumulated deficit of $11,099,404. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise sufficient financing to acquire or develop a profitable business. The Company intends to finance its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including related party advances and term notes until such time that funds provided by operations are sufficient to fund working capital requirements. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. | NOTE 2. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has had no revenue or operations, and only incurred losses since inception. As at April 30, 2017, the Company has a working capital deficit of $71,936 and an accumulated deficit of $202,577. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise sufficient financing to acquire or develop a profitable business. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including related party advances and term notes until such time that funds provided by operations are sufficient to fund working capital requirements. | NOTE 2. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has had no revenue or operations, and only incurred losses since inception. As at April 30, 2016, the Company has a working capital deficiency of $74,103 and an accumulated deficit of $120,603. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise sufficient financing to acquire or develop a profitable business. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including related party advances and term notes until such time that funds provided by operations are sufficient to fund working capital requirements. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2018 | Apr. 30, 2017 | Apr. 30, 2016 | |
Accounting Policies [Abstract] | |||
SIGNIFICANT ACCOUNTING POLICIES | 3. SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION These unaudited financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and are expressed in United States dollars. The Company’s fiscal year-end is April 30. These interim unaudited financial statements have been prepared in accordance with US GAAP for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by US GAAP to complete financial statements. Therefore, these interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended April 30, 2017, included in the Company’s Annual Report on Form 10-K filed with the SEC. The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at January 31, 2018, and the results of its operations for the three and nine months ended January 31, 2018 and cash flows for the nine months ended January 31, 2018. The results of operations for the period ended January 31, 2018 are not necessarily indicative of the results to be expected for future quarters or the full year. The significant accounting policies followed are: USE OF ESTIMATES The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates related to fair value measurements, stock-based compensation and deferred income tax asset valuation allowance. Actual results could differ from those estimates. FINANCIAL INSTRUMENTS ASC 825, “ Financial Instruments Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The financial instruments consist principally of cash and cash equivalents, accounts payable, advances payable, due to related party, loans payable and convertible debentures. The fair value of cash and cash equivalents when applicable is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. Derivative liabilities are determined based on “Level 2” inputs, which are significant and observable. The Company believes that the recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as of January 31, 2018 and April 30, 2017: Fair Value Measurements Using Quoted Prices in Significant Active Markets Other Significant For Identical Observable Unobservable Balance as of Balance as of Instruments Inputs Inputs January 31, April 30, (Level 1) (Level 2) (Level 3) 2018 2017 Assets: Cash and cash equivalents $ 11,556 $ — $ — $ 11,556 $ 3 Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit loss by placing its cash and cash equivalents with high credit quality financial institutions. RECENT ACCOUNTING PRONOUNCEMENTS The Company has implemented all new mandatory accounting pronouncements that are in effect and there has been no significant impact on its financial statements. The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. | NOTE 3. SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies followed are: USE OF ESTIMATES The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates related to fair value measurements and deferred income tax asset valuation allowance. Actual results could differ from those estimates. FOREIGN CURRENCY TRANSLATION The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. FINANCIAL INSTRUMENTS ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The financial instruments consist principally of cash, accounts payable, due to related party and loans payable. The fair value of cash when applicable is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or current market rates of interest for similar instruments. Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of April 30, 2017 and 2016: Fair Value Measurements Using Quoted Prices in Significant Active Markets Other Significant For Identical Observable Unobservable Instruments Inputs Inputs Balance as of Balance as of (Level 1) (Level 2) (Level 3) April 30, 2017 April 30, 2016 $ $ $ $ $ Assets: Cash 3 — — 3 — The Company does not have any liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet as of April 30, 2017 and 2016. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. CASH AND CASH EQUIVALENTS All cash investments with an original maturity of three months or less are considered to be cash equivalents. INCOME TAXES The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. NET INCOME (LOSS) PER COMMON SHARE Net income (loss) per share is calculated in accordance with ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding. As of April 30, 2017 and 2016, the Company had no dilutive potential common shares. RECENT ACCOUNTING PRONOUNCEMENTS The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. | NOTE 3. SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies followed are: USE OF ESTIMATES The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates related to fair value measurements and deferred income tax asset valuation allowance. Actual results could differ from those estimates. FOREIGN CURRENCY TRANSLATION The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. FINANCIAL INSTRUMENTS ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The financial instruments consist principally of cash, accounts payable, due to related party and loans payable. The fair value of cash when applicable is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of April 30, 2016 and 2015: Fair Value Measurements Using Quoted Prices in Significant Active Markets Other Significant For Identical Observable Unobservable Instruments Inputs Inputs Balance as of Balance as of (Level 1) (Level 2) (Level 3) April 30, 2016 April 30, 2015 $ $ $ $ $ Assets: Cash — — — — 106 The Company does not have any liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet as of April 30, 2016 and 2015. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. CASH AND CASH EQUIVALENTS All cash investments with an original maturity of three months or less are considered to be cash equivalents. INCOME TAXES The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. NET INCOME (LOSS) PER COMMON SHARE Net income (loss) per share is calculated in accordance with ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding. As of April 30, 2016 and 2015, the Company had no dilutive potential common shares. RECENT ACCOUNTING PRONOUNCEMENTS The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
FINANCIAL RISK FACTORS
FINANCIAL RISK FACTORS | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2018 | Apr. 30, 2017 | Apr. 30, 2016 | |
Financial Risk Factors | |||
FINANCIAL RISK FACTORS | 4. FINANCIAL RISK FACTORS LIQUIDITY RISK Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at January 31, 2018, the Company has a cash balance of $11,556 and current liabilities of $1,094,816. The Company’s accounts payable and accrued liabilities have contractual maturities of less than 60 days and are subject to normal trade terms. The Company requires additional financing to meet its current obligations. The ability of the Company to continue to identify and evaluate feasible business opportunities, develop products and generate working capital is dependent on its ability to secure additional equity or debt financing. FOREIGN EXCHANGE RISK Foreign exchange risk is the risk that the Company will be subject to foreign currency fluctuations in satisfying obligations related to foreign activities. Loans payable to unrelated third parties may be denominated in Canadian dollars. Foreign exchange risk arises from purchase transactions as well as financial assets and liabilities denominated in these foreign currencies. The Company does not use derivative instruments to hedge exposure to foreign exchange rate risk. However, management of the Company believes there is no significant exposure to foreign currency fluctuations. | NOTE 6. FINANCIAL RISK FACTORS LIQUIDITY RISK Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at April 30, 2017, the Company has a working capital deficit of $73,753 and requires additional financing to meet its current obligations. The Company’s accounts payable and accrued liabilities have contractual maturities of less than 60 days and are subject to normal trade terms. The ability of the Company to continue to identify and evaluate feasible business opportunities and pay its financial obligations is dependent on its ability to secure additional equity or debt financing. FOREIGN EXCHANGE RISK Foreign exchange risk is the risk that the Company will be subject to foreign currency fluctuations in satisfying obligations related to foreign activities. Loans payable to unrelated third parties may be denominated in Canadian dollars. Foreign exchange risk arises from purchase transactions as well as financial assets and liabilities denominated in these foreign currencies. The Company does not use derivative instruments to hedge exposure to foreign exchange rate risk. However, management of the Company believes there is no significant exposure to foreign currency fluctuations. | NOTE 4. FINANCIAL RISK FACTORS LIQUIDITY RISK Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at April 30, 2016, the Company has a cash balance of $nil (2015 - $106) and current liabilities of $74,103 (2015 - $34,839). The Company’s accounts payable and accrued liabilities have contractual maturities of less than 60 days and are subject to normal trade terms. The ability of the Company to continue to identify and evaluate feasible business opportunities in the consumer products market and maintain its working capital is dependent on its ability to secure additional equity or debt financing. FOREIGN EXCHANGE RISK Foreign exchange risk is the risk that the Company will be subject to foreign currency fluctuations in satisfying obligations related to foreign activities. Loans payable to unrelated third parties may be denominated in Canadian dollars. Foreign exchange risk arises from purchase transactions as well as financial assets and liabilities denominated in these foreign currencies. The Company does not use derivative instruments to hedge exposure to foreign exchange rate risk. However, management of the Company believes there is no significant exposure to foreign currency fluctuations. |
EQUIPMENT
EQUIPMENT | 9 Months Ended |
Jan. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
EQUIPMENT | 5. EQUIPMENT On June 22, 2017, the Company purchased computer equipment totaling $364,590. The equipment was pledged as security on a loan (See Note 7(b)). Pursuant to the terms of the loan, should the loan remain unpaid past September 30, 2017, the lender would take sole possession of the equipment. The Company did not make the required payment and the equipment was returned to the lender. As at January 31, 2018 the Company had no equipment. |
PREPAID EXPENSES AND OTHER ASSE
PREPAID EXPENSES AND OTHER ASSETS | 9 Months Ended |
Jan. 31, 2018 | |
Prepaid Expenses And Other Assets | |
PREPAID EXPENSES AND OTHER ASSETS | 6. PREPAID EXPENSES AND OTHER ASSETS The Company’s prepaid expenses and other assets consists of deposits, retainers and advance payments for various services including investor relations, legal, marketing and other costs. |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2018 | Apr. 30, 2017 | Apr. 30, 2016 | |
Related Party Transactions [Abstract] | |||
RELATED PARTY TRANSACTIONS AND BALANCES | 7. RELATED PARTY TRANSACTIONS AND BALANCES (a) As at January 31, 2018, the Company was indebted to the majority shareholder in the amount of $321,217 (April 30, 2017- $1,872) for advances of working capital and expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand. (b) On June 22, 2017, the Company entered into a secured loan with a corporation with a significant shareholder for a loan up to CAD$450,000 for the purpose of purchasing digital currency mining hardware (“Mining Hardware”). The loan was non-interest bearing and due on August 31, 2017. The Mining Hardware purchased with the loaned funds is held as collateral until the loan amount has been fully repaid. Furthermore, revenue produced by the Mining Hardware purchased with the loaned funds is to be paid to the Lender until the loaned funds are repaid in full. Should the loan remain unpaid past September 30, 2017, the Lender will take sole possession of the Mining Hardware, in lieu of the loan. As at September 30, 2017, the Company had not made the required payment of the loan and the Lender took sole possession of the Mining Hardware (refer to Note 5). | NOTE 4. RELATED PARTY TRANSACTIONS AND BALANCES As at April 30, 2017, the Company was indebted to the majority shareholder in the amount of $1,872 (2016 - $23,236) for advances of working capital and expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand. | NOTE 5. RELATED PARTY TRANSACTIONS AND BALANCES As at April 30, 2016, the Company was indebted to the majority shareholder in the amount of $23,236 (2015 - $18,462) for advances of working capital and expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand. |
ADVANCES PAYABLE
ADVANCES PAYABLE | 9 Months Ended |
Jan. 31, 2018 | |
Advances Payable | |
ADVANCES PAYABLE | 8. ADVANCES PAYABLE On December 20, 2017, the Company received $295,000 from Bellridge Capital L.P. as an advance relating to the second tranche of the Securities Purchase Agreement (refer to Notes 10 and 15). |
LOANS PAYABLE
LOANS PAYABLE | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2018 | Apr. 30, 2017 | Apr. 30, 2016 | |
Loans Payable [Abstract] | |||
LOANS PAYABLE | 9. LOANS PAYABLE The balance presented for loans payable consist of the following amounts: (a) On July 15, 2016, the Company entered into a loan agreement for a principal balance of up to $50,000 at any given time. The amount is unsecured, non-interest bearing and due on July 15, 2018. As at January 31, 2018, the Company has received gross loan proceeds of $54,716. Upon receipt of the funds, the Company recorded fair value discounts of $6,836. During the year ended April 30, 2017, the Company repaid $10,600 of principal and recognized accretion of the discount of $2,067. During the nine months ended January 31, 2018, the Company repaid $5,000 of principal and recognized accretion of the discount of $2,947. At January 31, 2018, the net carrying value of the loan was $36,754. (b) As at January 31, 2018, the Company was indebted for loans amounting to $500 (April 30, 2017 - $24,129). The amounts are unsecured, non-interest bearing and due on demand. (c) As at January 31, 2018, the Company was indebted for loans in the amount of $nil (April 30, 2017 - $8,786 (CAD $12,000)). The amount is unsecured, non-interest bearing and due on demand. | NOTE 5. LOANS PAYABLE As at April 30, 2017, the Company was indebted to an unrelated third party in the amount of $4,130 (2016 - $1,550). The amount is unsecured, non-interest bearing and due on demand. As at April 30, 2017, the Company was indebted to an unrelated third party in the amount of $10,000 (2016 - $nil). The amount is unsecured, non-interest bearing and due on September 30, 2017. As at April 30, 2017, the Company was indebted to an unrelated third party in the amount of $10,000 (2016 - $nil). The amount is unsecured, non-interest bearing and due on demand. As at April 30, 2017, the Company was indebted to an unrelated third party in the amount of $8,786 (CAD$12,000) (2016 - $9,563 (CAD$12,000)). The amount is unsecured, non-interest bearing and due on demand. On July 15, 2016, the Company entered into a loan agreement with an unrelated third party for a principal balance of up to $50,000. The amount is unsecured, non-interest bearing and due on July 15, 2018. During the year ended April 30, 2017, the Company received loan proceeds of $48,675. Upon receipt, the Company recorded a discount of $6,360, which reduced the carrying balance of the loan to $42,316. During the year ended April 30, 2017, the Company repaid $10,600 of principal and recognized accretion of the discount of $2,067. At April 30, 2017, the net carrying value of the loan was $33,782. | NOTE 6. LOANS PAYABLE As at April 30, 2016, the Company was indebted to an unrelated third party in the amount of $1,550 (2015 - $1,550). The amount is unsecured, non-interest bearing and due on demand. As at April 30, 2016, the Company was indebted to an unrelated third party in the amount of $9,563 (CAD$12,000) (2015 - $Nil). The amount is unsecured, non-interest bearing and due on December 31, 2016. |
CONVERTIBLE DEBENTURES
CONVERTIBLE DEBENTURES | 9 Months Ended |
Jan. 31, 2018 | |
Convertible Debentures | |
CONVERTIBLE DEBENTURES | 10. CONVERTIBLE DEBENTURES On November 27, 2017 the entered into and closed on a Securities Purchase Agreement (“SPA”) with Bellridge Capital L.P. (“Bellridge”), pursuant to which the Company issued a senior secured convertible promissory note in the aggregate principal amount of $526,316 (“Note”) for an aggregate purchase price of $500,000, net of a $26,316 original issue discount and $10,000 of legal fees. The Company also incurred additional debt issuance costs of $50,000. The total debt issue costs of $86,316 have been netted against the principal and will be amortized over the term of the loan using the effective interest rate method. In addition, the Company issued 7,894,737 warrants to Bellridge with a term of six months at an exercise price equal to the lesser of (i) $.10 per share and (ii) 70% of the lowest traded price of the Company’s common stock during the prior twenty consecutive trading days. The Company also agreed to issue 2,793,296 shares to Bellridge in connection with the loan. The interest on the outstanding principal due under the Note accrues at a rate of 5% per annum. All principal and accrued interest under the Note is due on November 27, 2018 and is convertible into shares of the Company’s Common Stock at a conversion price equal to the lesser of (i) $0.10 and (ii) 70% of the lowest traded market price in the 20 consecutive trading days prior to the conversion date. The Company has evaluated whether separate financial instruments with the same terms as the conversion features above would meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25. The terms of the contracts do not permit net settlement, as the shares delivered upon conversion are not readily convertible to cash. The Company’s trading history indicated that the shares are thinly traded and the market would not absorb the sale of the shares issued upon conversion without significantly affecting the price. As the conversion features would not meet the characteristics of a derivative instrument as described in paragraphs ASC 815-15-25, the conversion features are not required to be separated from the host instrument and accounted for separately. As a result, at January 31, 2018, the conversion features and non-standard anti-dilutions provisions would not meet derivative classification. The relative fair values of the convertible note, the warrants and the shares were $140,733, $284,751 and $100,832, respectively. The effective conversion price was then determined to be $0.063. As the stock price at the issuance date was greater than the effective conversion price, it was determined that there was a beneficial conversion feature. The Company recognized the relative fair value of the shares issuable of $100,832 and an equivalent discount that reduced the carrying value of the convertible debt to $425,484. The Company then recognized the relative fair value of the warrants of $284,751 as additional-paid-in capital and an equivalent discount that further reduced the carrying value of the convertible debt to $140,733. The beneficial conversion feature of $54,417, the OID of $26,316 and debt financing costs of $60,000 discounted the convertible debenture such that the carrying value of the convertible debt on the date of issue was $0. The discount is being expensed over the term of the loan to increase the carrying value to the face value of the loan. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. During the nine months ended January 31, 2018, the Company recorded accretion of discount of $12,161 increasing the carrying value of the loan to $12,161. As at January 31, 2018, the Company has recorded accrued interest of $4,037 (2017 - $nil). As part of the SPA, Bellridge is loaning the Company a minimum of $500,000 to a maximum of $1,500,000.00 (“Loan”). The first tranche was the $500,000 in form of the Note above. The next tranche of $500,000 will be due in 5 days after the Company receives its first comments concerning the registration statement to be filed and the final tranche of $500,000 will be funded upon the effectiveness of the registration statement that we will file covering the shares of our common stock issuable upon conversion of the notes. Refer to Note 15 for an amendment to the second tranche of the Loan. In connection with the Note and SPA, the Company also entered into a Registration Rights Agreement obligating the Company to register the shares issuable upon conversion of the Note with the Securities and Exchange Commission. The Company also issued security agreements whereby it granted Bellridge a security interest in its assets and intellectual property. The obligations of the Company to repay the Note are guaranteed by the Company’s subsidiaries. The Company will utilize the proceeds of the Bellridge loan to support its proposed development of the software license obtained from Black Cactus |
PRODUCT DEVELOPMENT AND WEBSITE
PRODUCT DEVELOPMENT AND WEBSITE COSTS | 9 Months Ended |
Jan. 31, 2018 | |
Product Development And Website Costs | |
PRODUCT DEVELOPMENT AND WEBSITE COSTS | 12. PRODUCT DEVELOPMENT AND WEBSITE COSTS On June 18, 2017, the Company entered into a Definitive Acquisition Agreement involving the internet domain and brand BitReturn. The Agreement represents the Company’s development of a plan to create a technology business in mining digital currency with an operating name of BitReturn. The Company issued 10,000,000 shares of restricted common stock with a fair value of $1,900,000 as payment under the terms of the Agreement, which have been recognized as and included in product development and website costs. The Company is also to make cash payments totaling $350,000 under the terms of the Agreement, and as at January 31, 2018, $350,000 is recorded as an amount payable for BitReturn. Product development and website expenses represent costs of acquiring the brand BitReturn, development of the crypto currency mining product, and creation of the website. These costs do not meet the criteria for capitalization, and therefore have been treated as an operating expense. |
COMMITMENTS
COMMITMENTS | 9 Months Ended |
Jan. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | 13. COMMITMENTS (a) On July 1, 2017, the Company entered into a Strategic Management and Advisory Agreement for consulting services and investor relations services to be provided over a period of twelve months commencing July 1, 2017. In consideration, the Company will pay a total monthly fee of $3,000 cash and issue a total of 1,000,000 shares of common stock. On July 26, 2017, the Company issued 1,000,000 shares of common stock with a fair value of $250,000, which has been recorded as a prepaid expense and will be amortized over the term of the agreement (Refer to Note 15). During the nine months ended January 31, 2018, the Company recognized $145,833 of consulting expense. (b) On November 8, 2017, the Company entered into a Financial Advisor Agreement with an unrelated third party for consulting services and investor relations services to be provided over a period of three months commencing November 8, 2017. In consideration, the Company will pay an initial fee of $20,000 cash. In addition, if the Company closes any transactions made with any introduction made by the unrelated third party, the Company shall pay an industry-standard cash fee of 10% on all equity or equity-linked capital invested, which will be recorded as debt financing costs. On November 27, 2017, entered into and closed on a Securities Purchase Agreement (refer to Note 10) whereby the introduction was made by the unrelated third party. During the nine months ended January 31, 2018, the Company recognized $50,000 of debt financing costs (refer to Note 10). (c) On December 19, 2017, the Company entered into a Business Development Consultant Agreement for consulting services to be provided over a period of twelve months commencing December 19, 2017. In consideration, the Company will pay a total monthly fee of 10,000 GBP cash and issue a total of 2,000,000 shares of common stock. Subsequent to January 31, 2018, the Company issued 2,000,000 shares of common stock with a fair value of $660,000. During the nine months ended January 31, 2018, the Company recognized $660,000 of consulting expense. (d) On January 4, 2018, the Company entered into an Equity Research Service Agreement for investor relations services to be provided over a period of twelve months commencing January 4, 2017. In consideration, the Company will issue a total of 150,000 shares of common stock. On January 16, 2017, the Company issued 150,000 shares of common stock with a fair value of $57,000, which has been recorded as a prepaid expense and will be amortized over the term of the agreement. During the nine months ended January 31, 2018, the Company recognized $4,750 of consulting expense. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2018 | Apr. 30, 2017 | Apr. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |||
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. | NOTE 7. STOCKHOLDERS’ DEFICIT On May 9, 2014, the Company amended its Articles of Incorporation, decreasing the number of common stock authorized from 250,000,000 to 240,000,000, par value of $0.0001, and authorizing 10,000,000, par value of $0.0001, shares of preferred shares. 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 January 24, 2017, the Company issued 3,000,000 shares of common stock for gross proceeds of $30,000. As at April 30, 2017, the Company has received subscriptions of $14,000 for the subsequent issuance of 1,400,000 shares of common stock (Refer to Note 9). As at April 30, 2017, there are 83,000,000 shares of common stock issued and outstanding. PREFERRED STOCK - SERIES A As at April 30, 2017, there are no issued and outstanding Series A Preferred Stock. | NOTE 7. STOCKHOLDERS’ DEFICIT On May 9, 2014, the Company amended its Articles of Incorporation, decreasing the number of common stock authorized from 250,000,000 to 240,000,000, par value of $0.0001, and authorizing 10,000,000, par value of $0.0001, shares of preferred shares. 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 May 28, 2014, the Company issued 10,000 shares of Series A preferred stock in exchange for the return of 60,000,000 shares of common stock held by the Company’s majority shareholder. On September 30, 2014, the Company issued 60,000,000 shares of common stock in exchange for the return of 10,000 shares of Series A preferred stock held by the Company’s majority shareholder. On September 30, 2014, the Company cancelled 40,000,000 shares of common stock that was returned to the Company by its majority shareholder. PREFERRED STOCK - SERIES A On May 28, 2014, the Company issued 10,000 shares of Series A preferred stock in exchange for the return of 60,000,000 shares of common stock held by the Company’s majority shareholder. On September 30, 2014, the Company issued 60,000,000 shares of common stock in exchange for the return of 10,000 shares of Series A preferred stock held by the Company’s majority shareholder. As at April 30, 2016, there are no issued and outstanding Series A Preferred Stock issued or outstanding. |
INCOME TAXES
INCOME TAXES | 12 Months Ended | |
Apr. 30, 2017 | Apr. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAXES | NOTE 8. INCOME TAXES The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The reconciliation of the provision for income taxes at the United States federal and state statutory rate compared to the Company’s income tax expense as reported is as follows: April 30, 2017 $ April 30, 2016 $ Net loss 81,974 39,370 Income tax rate 35% 35% Expected income tax benefit (28,691 ) (13,780 ) Valuation allowance change 28,691 13,780 Provision for income taxes — — The significant components of deferred income tax assets at April 30, 2017 and 2016, are as follows: April 30, 2017 $ April 30, 2016 $ Net operating loss carryforward 70,902 42,211 Valuation allowance (70,902 ) (42,211 ) Net deferred income tax asset — — The Company has net operating loss carryforwards of approximately $202,577 available to offset taxable income in future years which expires beginning in fiscal 2033. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. | NOTE 8. INCOME TAXES The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The reconciliation of the provision for income taxes at the United States federal and state statutory rate compared to the Company’s income tax expense as reported is as follows: April 30, 2016 $ April 30, 2015 $ Net loss 39,370 34,733 Income tax rate 35% 35% Expected income tax benefit (13,780 ) (12,157 ) Valuation allowance change 13,780 12,157 Provision for income taxes — — The significant components of deferred income tax assets at April 30, 2016 and 2015, are as follows: April 30, 2016 $ April 30, 2015 $ Net operating loss carryforward 42,211 28,432 Valuation allowance (42,211 ) (28,432 ) Net deferred income tax asset — — The Company has net operating loss carryforwards of approximately $120,603 available to offset taxable income in future years which expires beginning in fiscal 2033. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2018 | Apr. 30, 2017 | Apr. 30, 2016 | |
Subsequent Events [Abstract] | |||
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS (a) Subsequent to January 31, 2018, the Company and Bellridge amended the terms of the Securities Purchase Agreement as disclosed in Note 10, to include the $295,000 received in December 2017 as an additional tranche in connection with the convertible note. Refer to Note 8. (b) Subsequent to January 31, 2018, the Company issued 2,000,000 shares of common stock to a consultant pursuant to a Business Development Consultant Agreement. | NOTE 9. SUBSEQUENT EVENTS a) On June 18, 2017, the Company entered into a Definitive Acquisition Agreement (the “Agreement”) involving the internet domain and brand Bitreturn. The Agreement represents the Company’s development of a plan to create a technology business in mining digital currency with an operating name of BitReturn. The Company issued 10,000,000 shares of restricted common stock as payment under the terms of the Agreement. The Company is also to make cash payments totaling $350,000 under the terms of the Agreement, which is to be paid as follows, $200,000 from the first $500,000 raised by private placements, and the final portion of $150,000 within six months or when a cumulative amount of $1,000,000 has been raised by private placements. b) On June 22, 2017, the Company entered into a Loan Agreement (“Loan”) with a non-related third party (“Lender”) whereby the Lender has agreed to advance up to CAD$450,000 for the purpose of purchasing digital currency mining hardware. The Loan is non-interest bearing and due on August 31, 2017. In consideration for the Loan, the Lender will have the option to purchase up to 5,000,000 shares of common stock at a purchase price of $0.02 per share for total proceeds of up to $100,000. As of August 10, 2017, the Company has received CAD$435,000 pursuant to the Loan. c) 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 (refer to Note 7). | NOTE 9. SUBSEQUENT EVENT On January 24, 2017, the Company issued 3,000,000 shares of common stock for gross proceed of $30,000. |
SIGNIFICANT ACCOUNTING POLICI22
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2018 | Apr. 30, 2017 | Apr. 30, 2016 | |
Accounting Policies [Abstract] | |||
BASIS OF PRESENTATION | BASIS OF PRESENTATION These unaudited financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and are expressed in United States dollars. The Company’s fiscal year-end is April 30. These interim unaudited financial statements have been prepared in accordance with US GAAP for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by US GAAP to complete financial statements. Therefore, these interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended April 30, 2017, included in the Company’s Annual Report on Form 10-K filed with the SEC. The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at January 31, 2018, and the results of its operations for the three and nine months ended January 31, 2018 and cash flows for the nine months ended January 31, 2018. The results of operations for the period ended January 31, 2018 are not necessarily indicative of the results to be expected for future quarters or the full year. The significant accounting policies followed are: | ||
USE OF ESTIMATES | USE OF ESTIMATES The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates related to fair value measurements, stock-based compensation and deferred income tax asset valuation allowance. Actual results could differ from those estimates. | USE OF ESTIMATES The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates related to fair value measurements and deferred income tax asset valuation allowance. Actual results could differ from those estimates. | USE OF ESTIMATES The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates related to fair value measurements and deferred income tax asset valuation allowance. Actual results could differ from those estimates. |
FOREIGN CURRENCY TRANSLATION | FOREIGN CURRENCY TRANSLATION The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. | FOREIGN CURRENCY TRANSLATION The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. | |
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS ASC 825, “ Financial Instruments Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The financial instruments consist principally of cash and cash equivalents, accounts payable, advances payable, due to related party, loans payable and convertible debentures. The fair value of cash and cash equivalents when applicable is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. Derivative liabilities are determined based on “Level 2” inputs, which are significant and observable. The Company believes that the recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as of January 31, 2018 and April 30, 2017: Fair Value Measurements Using Quoted Prices in Significant Active Markets Other Significant For Identical Observable Unobservable Balance as of Balance as of Instruments Inputs Inputs January 31, April 30, (Level 1) (Level 2) (Level 3) 2018 2017 Assets: Cash and cash equivalents $ 11,556 $ — $ — $ 11,556 $ 3 Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. The Company limits its exposure to credit loss by placing its cash and cash equivalents with high credit quality financial institutions. | FINANCIAL INSTRUMENTS ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The financial instruments consist principally of cash, accounts payable, due to related party and loans payable. The fair value of cash when applicable is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or current market rates of interest for similar instruments. Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of April 30, 2017 and 2016: Fair Value Measurements Using Quoted Prices in Significant Active Markets Other Significant For Identical Observable Unobservable Instruments Inputs Inputs Balance as of Balance as of (Level 1) (Level 2) (Level 3) April 30, 2017 April 30, 2016 $ $ $ $ $ Assets: Cash 3 — — 3 — The Company does not have any liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet as of April 30, 2017 and 2016. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. | FINANCIAL INSTRUMENTS ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The financial instruments consist principally of cash, accounts payable, due to related party and loans payable. The fair value of cash when applicable is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of April 30, 2016 and 2015: Fair Value Measurements Using Quoted Prices in Significant Active Markets Other Significant For Identical Observable Unobservable Instruments Inputs Inputs Balance as of Balance as of (Level 1) (Level 2) (Level 3) April 30, 2016 April 30, 2015 $ $ $ $ $ Assets: Cash — — — — 106 The Company does not have any liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet as of April 30, 2016 and 2015. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS All cash investments with an original maturity of three months or less are considered to be cash equivalents. | CASH AND CASH EQUIVALENTS All cash investments with an original maturity of three months or less are considered to be cash equivalents | |
INCOME TAXES | INCOME TAXES The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. | INCOME TAXES The Company accounts for income taxes under ASC 740 “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. | |
NET INCOME (LOSS) PER COMMON SHARE | NET INCOME (LOSS) PER COMMON SHARE Net income (loss) per share is calculated in accordance with ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding. As of April 30, 2017 and 2016, the Company had no dilutive potential common shares. | NET INCOME (LOSS) PER COMMON SHARE Net income (loss) per share is calculated in accordance with ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding. As of April 30, 2016 and 2015, the Company had no dilutive potential common shares. | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS The Company has implemented all new mandatory accounting pronouncements that are in effect and there has been no significant impact on its financial statements. The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. | RECENT ACCOUNTING PRONOUNCEMENTS The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. | RECENT ACCOUNTING PRONOUNCEMENTS The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
SIGNIFICANT ACCOUNTING POLICI23
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2018 | Apr. 30, 2017 | Apr. 30, 2016 | |
Accounting Policies [Abstract] | |||
Schedule of assets measured at fair value on a recurring basis | Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s balance sheet as of January 31, 2018 and April 30, 2017: Fair Value Measurements Using Quoted Prices in Significant Active Markets Other Significant For Identical Observable Unobservable Balance as of Balance as of Instruments Inputs Inputs January 31, April 30, (Level 1) (Level 2) (Level 3) 2018 2017 Assets: Cash and cash equivalents $ 11,556 $ — $ — $ 11,556 $ 3 | Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of April 30, 2017 and 2016: Fair Value Measurements Using Quoted Prices in Significant Active Markets Other Significant For Identical Observable Unobservable Instruments Inputs Inputs Balance as of Balance as of (Level 1) (Level 2) (Level 3) April 30, 2017 April 30, 2016 $ $ $ $ $ Assets: Cash 3 — — 3 — | Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of April 30, 2016 and 2015: Fair Value Measurements Using Quoted Prices in Significant Active Markets Other Significant For Identical Observable Unobservable Instruments Inputs Inputs Balance as of Balance as of (Level 1) (Level 2) (Level 3) April 30, 2016 April 30, 2015 $ $ $ $ $ Assets: Cash — — — — 106 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended | |
Apr. 30, 2017 | Apr. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
Schedule of the reconciliation of provision for income taxes | The reconciliation of the provision for income taxes at the United States federal and state statutory rate compared to the Company’s income tax expense as reported is as follows: April 30, 2017 $ April 30, 2016 $ Net loss 81,974 39,370 Income tax rate 35% 35% Expected income tax benefit (28,691 ) (13,780 ) Valuation allowance change 28,691 13,780 Provision for income taxes — — | The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The reconciliation of the provision for income taxes at the United States federal and state statutory rate compared to the Company’s income tax expense as reported is as follows: April 30, 2016 $ April 30, 2015 $ Net loss 39,370 34,733 Income tax rate 35% 35% Expected income tax benefit (13,780 ) (12,157 ) Valuation allowance change 13,780 12,157 Provision for income taxes — — |
Schedule of components of deferred income tax assets | The significant components of deferred income tax assets at April 30, 2017 and 2016, are as follows: April 30, 2017 $ April 30, 2016 $ Net operating loss carryforward 70,902 42,211 Valuation allowance (70,902 ) (42,211 ) Net deferred income tax asset — — | The significant components of deferred income tax assets at April 30, 2016 and 2015, are as follows: April 30, 2016 $ April 30, 2015 $ Net operating loss carryforward 42,211 28,432 Valuation allowance (42,211 ) (28,432 ) Net deferred income tax asset — — |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jan. 31, 2018 | Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Working capital deficit | $ 695,068 | $ 71,936 | $ 74,103 | |
Accumulated deficit | $ (11,099,404) | $ (202,577) | $ (120,603) | $ (81,233) |
SIGNIFICANT ACCOUNTING POLICI26
SIGNIFICANT ACCOUNTING POLICIES (Details) - Recurring Basic [Member] - USD ($) | Jan. 31, 2018 | Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2015 |
Assets: | ||||
Cash and cash equivalents | $ 11,556 | $ 3 | $ 106 | |
Quoted Prices in Active Markets For Identical Instruments (Level 1) [Member] | ||||
Assets: | ||||
Cash and cash equivalents | 11,556 | 3 | ||
Significant Other Observable Inputs (Level 2) [Member] | ||||
Assets: | ||||
Cash and cash equivalents | ||||
Significant Unobservable Inputs (Level 3) [Member] | ||||
Assets: | ||||
Cash and cash equivalents |
FINANCIAL RISK FACTORS (Details
FINANCIAL RISK FACTORS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Jan. 31, 2018 | Apr. 30, 2017 | Apr. 30, 2016 | Jan. 31, 2017 | Apr. 30, 2015 | Apr. 30, 2014 | |
Cash balance | $ 11,556 | $ 3 | $ 102 | $ 106 | $ 0 | |
Current liabilities | 1,094,816 | 71,939 | 74,103 | $ 34,839 | ||
Working capital deficit | $ 695,068 | 71,936 | $ 74,103 | |||
Majority Shareholder [Member] | ||||||
Working capital deficit | $ 73,753 |
EQUIPMENT (Details Narrative)
EQUIPMENT (Details Narrative) | Jun. 22, 2017USD ($) |
Property, Plant and Equipment [Abstract] | |
Purchased equipment | $ 364,590 |
RELATED PARTY TRANSACTIONS AN29
RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) - USD ($) | Jan. 31, 2018 | Jun. 22, 2017 | Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2015 |
Related Party Transaction [Line Items] | |||||
Due to related party | $ 321,217 | $ 1,872 | $ 23,236 | $ 18,462 | |
President [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related party | |||||
Majority Shareholder [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to related party | $ 321,217 | $ 1,872 | |||
CAD | Secured Loan Due on August 31, 2017 | |||||
Related Party Transaction [Line Items] | |||||
Face amount | $ 450,000 |
ADVANCES PAYABLE (Details Narra
ADVANCES PAYABLE (Details Narrative) - USD ($) | Jan. 31, 2018 | Dec. 20, 2017 |
Advances from related party | $ 295,000 | |
Bellridge Capital L.P. [Member] | Securities Purchase Agreement [Member] | ||
Advances from related party | $ 295,000 |
LOANS PAYABLE (Details Narrativ
LOANS PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Jan. 31, 2018 | Jan. 31, 2017 | Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2015 | Jul. 15, 2016 | |
Loans payable | $ 37,254 | $ 32,916 | $ 11,113 | $ 1,550 | ||
Loans payable | 8,786 | |||||
Proceeds from loan payable | 295,000 | 4,774 | 1,550 | |||
Loans payable | 36,754 | 33,782 | ||||
Accretion of loan discounts | (2,947) | $ (1,261) | (2,067) | |||
Unrelated Third Party [Member] | ||||||
Loans payable | 4,130 | 1,550 | 1,550 | |||
Unrelated Third Party 1 [Member] | ||||||
Loans payable | 10,000 | 9,563 | ||||
Unrelated Third Party 2 [Member] | ||||||
Loans payable | 10,000 | |||||
Unrelated Third Party 3 [Member] | ||||||
Loans payable | 8,786 | 9,563 | ||||
Loan Agreement [Member] | ||||||
Principal balance | $ 50,000 | |||||
Proceeds from loan payable | 54,716 | |||||
Unamortized discount | 6,836 | |||||
Repayment of principal | 5,000 | 10,600 | ||||
Accretion of loan discounts | 2,947 | 2,067 | ||||
Loan Agreement [Member] | Unrelated Third Party 4 [Member] | ||||||
Principal balance | $ 50,000 | |||||
Proceeds from loan payable | 48,675 | |||||
Unamortized discount | 6,360 | |||||
Loans payable | 42,316 | |||||
Repayment of principal | 10,600 | |||||
Accretion of loan discounts | 2,067 | |||||
CAD | ||||||
Loans payable | 12,000 | |||||
CAD | Unrelated Third Party 1 [Member] | ||||||
Loans payable | 12,000 | |||||
CAD | Unrelated Third Party 3 [Member] | ||||||
Loans payable | 12,000 | $ 12,000 | ||||
Loans Payable [Member] | ||||||
Loans payable | $ 500 | $ 24,129 |
CONVERTIBLE DEBENTURES (Details
CONVERTIBLE DEBENTURES (Details Narrative) - Bellridge Capital L.P. [Member] - USD ($) | Nov. 27, 2017 | Jan. 31, 2018 | Jan. 31, 2017 |
Number of warrants issued (in shares) | 7,894,737 | ||
Exercise price of warrants (in dollars per share) | $ 0.1 | ||
Description of warrants issued | Term of six months at an exercise price equal to the lesser of (i) $.10 per share and (ii) 70% of the lowest traded price of the Company’s common stock during the prior twenty consecutive trading days. | ||
Warrants term (in years) | 6 months | ||
Warrants [Member] | |||
Principal amount | $ 284,751 | ||
Purchase price of note | 140,733 | ||
Shares [Member] | |||
Principal amount | 100,832 | ||
Purchase price of note | 425,484 | ||
Convertible Note [Member] | |||
Principal amount | 140,733 | ||
Debt instrument, discount | $ 26,316 | ||
Conversion price (in dollars per share) | $ 0.063 | ||
Debt issuance costs, net | $ 60,000 | ||
Beneficial conversion feature | 54,417 | ||
Carrying value of convertible debt | 0 | ||
Securities Purchase Agreement [Member] | |||
Accretion of discount | $ 12,161 | ||
Increase in carrying amount of loan | 12,161 | ||
Accrued interest | $ 4,037 | $ 0 | |
Description of debt instrument | The first tranche was the $500,000 in form of the Note above. The next tranche of $500,000 will be due in 5 days after the Company receives its first comments concerning the registration statement to be filed and the final tranche of $500,000 will be funded upon the effectiveness of the registration statement that we will file covering the shares of our common stock issuable upon conversion of the notes. | ||
Securities Purchase Agreement [Member] | Minimum [Member] | |||
Principal amount | $ 500,000 | ||
Securities Purchase Agreement [Member] | Maximum [Member] | |||
Principal amount | $ 1,500,000 | ||
Securities Purchase Agreement [Member] | Senior Secured Convertible Promissory Note [Member] | |||
Principal amount | 526,316 | ||
Purchase price of note | 500,000 | ||
Debt instrument, discount | 26,316 | ||
Legal fees on notes issued | 10,000 | ||
Additional debt issuance costs | 50,000 | ||
Debt issuance costs, net | $ 86,316 | ||
Number of shares issued (in shares) | 2,793,296 | ||
Debt instrument, interest rate (in percent) | 5.00% |
LICENSE (Details Narrative)
LICENSE (Details Narrative) - USD ($) | Nov. 06, 2017 | Jan. 31, 2018 | Apr. 30, 2017 |
Value of shares issued | $ (1,900,000) | $ 30,000 | |
Software License Agreement [Member] | Black Cactus Holdings, LLC [Member] | |||
Number of shares issued (in shares) | 60,000,000 | ||
Value of shares issued | $ 6,600,000 | ||
Percentage of royalty under agreement (in shares) | 5.00% |
PRODUCT DEVELOPMENT AND WEBSI34
PRODUCT DEVELOPMENT AND WEBSITE COSTS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Jan. 31, 2018 | Apr. 30, 2017 | |
Value of shares issued | $ (1,900,000) | $ 30,000 |
Amount payable to BitReturn | 350,000 | |
BitReturn Agreement [Member] | ||
Cash payments under agreement | $ 350,000 | |
BitReturn Agreement [Member] | Restricted Stock [Member] | ||
Number of shares issued (in shares) | 10,000,000 | |
Value of shares issued | $ 1,900,000 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | Jan. 16, 2018 | Dec. 19, 2017 | Nov. 08, 2017 | Jul. 26, 2017 | Jan. 04, 2017 | Jan. 31, 2018 | Apr. 30, 2017 |
Value of shares issued | $ (1,900,000) | $ 30,000 | |||||
Strategic Management and Advisory Agreement [Member] | |||||||
Number of shares issued (in shares) | 1,000,000 | ||||||
Value of shares issued | $ 250,000 | ||||||
Consulting expense | $ 3,000 | 145,833 | |||||
Strategic Management and Advisory Agreement [Member] | |||||||
Number of shares issued (in shares) | 2,000,000 | ||||||
Consulting expense | $ 10,000 | 660,000 | |||||
Equity Research Service Agreement [Member] | |||||||
Number of shares issued (in shares) | 150,000 | 150,000 | |||||
Value of shares issued | $ 57,000 | ||||||
Consulting expense | $ 57,000 | $ 4,750 | |||||
Financial Advisor Agreement [Member] | |||||||
Consulting fees | $ 20,000 | ||||||
Percentage of cash fee under debt financing cost (in percent) | 10.00% | ||||||
Debt financing costs | $ 50,000 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | Jan. 16, 2018 | Nov. 13, 2017 | Nov. 06, 2017 | Jul. 26, 2017 | Jul. 01, 2017 | Jun. 27, 2017 | Jan. 24, 2017 | Jan. 04, 2017 | Sep. 30, 2014 | May 28, 2014 | May 09, 2014 | Jan. 31, 2018 | Jan. 31, 2017 | Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2015 | Jun. 26, 2017 | Apr. 30, 2014 |
Common shares, authorized pre amendment (in shares) | 240,000,000 | 250,000,000 | 240,000,000 | |||||||||||||||
Common shares, authorized post amendment (in shares) | 490,000,000 | 240,000,000 | 490,000,000 | 490,000,000 | 240,000,000 | 240,000,000 | ||||||||||||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock, issued (in shares) | ||||||||||||||||||
Preferred stock, outstanding (in shares) | ||||||||||||||||||
Proceeds from common stock | $ 3,000,000 | $ 30,000 | $ 30,000 | |||||||||||||||
Common stock, issued (in shares) | 30,000 | 161,250,000 | 83,000,000 | 80,000,000 | 80,000,000 | |||||||||||||
Common stock, outstanding (in shares) | 158,050,000 | 83,000,000 | 80,000,000 | 80,000,000 | ||||||||||||||
Shares subcription received (in shares) | 14,000 | |||||||||||||||||
Value of shares subscription received | $ 1,400,000 | |||||||||||||||||
Value of shares issued | $ (1,900,000) | 30,000 | ||||||||||||||||
BitReturn Agreement [Member] | ||||||||||||||||||
Proceeds from common stock | $ 1,900,000 | |||||||||||||||||
Strategic Management and Advisory Agreement [Member] | ||||||||||||||||||
Proceeds from common stock | $ 250,000 | |||||||||||||||||
Number of shares issued (in shares) | 1,000,000 | |||||||||||||||||
Value of shares issued | $ 250,000 | |||||||||||||||||
Services agreements [Member] | ||||||||||||||||||
Proceeds from common stock | $ 400,000 | |||||||||||||||||
Exclusive Software License Agreement [Member] | ||||||||||||||||||
Number of shares issued (in shares) | 60,000,000 | |||||||||||||||||
Value of shares issued | $ 6,600,000 | |||||||||||||||||
Share Purchase Agreement [Member] | ||||||||||||||||||
Number of shares issued (in shares) | 3,200,000 | |||||||||||||||||
Description of shares issued to unrelated party | 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. | |||||||||||||||||
Common stock held by the company (in shares) | 3,200,000 | |||||||||||||||||
Equity Research Service Agreement [Member] | ||||||||||||||||||
Number of shares issued (in shares) | 150,000 | 150,000 | ||||||||||||||||
Value of shares issued | $ 57,000 | |||||||||||||||||
Common Stock | ||||||||||||||||||
Proceeds from common stock | $ 30,000 | $ 14,000 | ||||||||||||||||
Common stock, issued (in shares) | 2,500,000 | 1,000,000 | 10,000,000 | 3,000,000 | 1,400,000 | |||||||||||||
Common stock, outstanding (in shares) | 83,000,000 | 80,000,000 | 80,000,000 | 120,000,000 | ||||||||||||||
Number of shares issued (in shares) | 3,000,000 | |||||||||||||||||
Number of shares cancelled | (40,000,000) | |||||||||||||||||
Value of shares issued | $ 300 | |||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Preferred stock, authorized (in shares) | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | ||||||||||||
Preferred stock, authorized but unissued shares (in shares) | 10,000 | 10,000 | ||||||||||||||||
Description of voting rights | Aggregate voting power of 45% of the combined voting power of the entire Companys shares, common stock and preferred stock, as long as the Company is in existence. | Aggregate voting power of 45% of the combined voting power of the entire Companys shares, common stock and preferred stock, as long as the Company is in existence. | ||||||||||||||||
Preferred stock, issued (in shares) | ||||||||||||||||||
Preferred stock, outstanding (in shares) | ||||||||||||||||||
Series A Preferred Stock [Member] | Majority Shareholder [Member] | ||||||||||||||||||
Number of shares exchange upon issuance | 10,000 | |||||||||||||||||
Number of shares issued (in shares) | 10,000 | |||||||||||||||||
Common Stock | Majority Shareholder [Member] | ||||||||||||||||||
Number of shares exchange upon issuance | 60,000,000 | |||||||||||||||||
Number of shares issued (in shares) | 60,000,000 | |||||||||||||||||
Number of shares cancelled | 40,000,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jan. 31, 2018 | Jan. 31, 2017 | Jan. 31, 2018 | Jan. 31, 2017 | Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2015 | |
Income Tax Disclosure [Abstract] | |||||||
Net loss | $ 7,734,866 | $ 28,851 | $ 10,896,827 | $ 48,096 | $ 81,974 | $ 39,370 | $ 34,733 |
Income tax rate | 35.00% | 35.00% | 35.00% | ||||
Expected income tax benefit | $ (28,691) | $ (13,780) | $ (12,157) | ||||
Valuation allowance change | 28,691 | 13,780 | 12,157 | ||||
Provision for income taxes |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2015 |
Income Tax Disclosure [Abstract] | |||
Net operating loss carryforward | $ 70,902 | $ 42,211 | $ 28,432 |
Valuation allowance | (70,902) | (42,211) | (28,432) |
Net deferred income tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2017 | Apr. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
United States federal and state income taxes rate | 35.00% | 35.00% |
Net operating loss carryforward | $ 202,577 | $ 120,603 |
Expiration period | Taxable income in future years which expires beginning in fiscal 2033. | Taxable income in future years which expires beginning in fiscal 2033. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Feb. 01, 2018 | Aug. 10, 2017 | Jun. 26, 2017 | Jun. 22, 2017 | Jun. 18, 2017 | Jan. 24, 2017 | Jan. 31, 2018 | Jan. 31, 2017 | Apr. 30, 2017 | Apr. 30, 2016 | Apr. 30, 2015 | Dec. 20, 2017 |
Advances from related party | $ 295,000 | |||||||||||
Number of shares issued | 30,000 | 161,250,000 | 83,000,000 | 80,000,000 | 80,000,000 | |||||||
Proceeds from common stock | $ 3,000,000 | $ 30,000 | $ 30,000 | |||||||||
Advances from non-related parties | $ 295,000 | $ 4,774 | $ 1,550 | |||||||||
Loan Agreement [Member] | ||||||||||||
Advances from non-related parties | $ 54,716 | |||||||||||
Securities Purchase Agreement [Member] | Bellridge Capital L.P. [Member] | ||||||||||||
Advances from related party | $ 295,000 | |||||||||||
Business Development Consultant Agreement [Member] | ||||||||||||
Number of shares issued (in shares) | 2,000,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Number of shares issued (in shares) | 1,400,000 | |||||||||||
Proceeds from common stock | $ 14,000 | |||||||||||
Subsequent Event [Member] | Definitive Acquisition Agreement [Member] | ||||||||||||
Cash payments under agreement | $ 350,000 | |||||||||||
Subsequent Event [Member] | Definitive Acquisition Agreement [Member] | Portion 1 [Member] | ||||||||||||
Cash payments under agreement | 200,000 | |||||||||||
Proceeds from private placement | 500,000 | |||||||||||
Subsequent Event [Member] | Definitive Acquisition Agreement [Member] | Portion 2 [Member] | ||||||||||||
Cash payments under agreement | 150,000 | |||||||||||
Proceeds from private placement | $ 1,000,000 | |||||||||||
Subsequent Event [Member] | Definitive Acquisition Agreement [Member] | Restricted Stock [Member] | ||||||||||||
Number of shares issued (in shares) | 10,000,000 | |||||||||||
Subsequent Event [Member] | Loan Agreement [Member] | CAD [Member] | ||||||||||||
Number of shares issued (in shares) | 5,000,000 | |||||||||||
Proceeds from common stock | $ 100,000 | |||||||||||
Advances from non-related parties | $ 435,000 | $ 450,000 | ||||||||||
Purchase price (in dollars per share) | $ 0.02 |