Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jul. 31, 2017 | Sep. 18, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | SHARING SERVICES, INC. | |
Entity Central Index Key | 1,644,488 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --04-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 63,360,000 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
BALANCE SHEETS
BALANCE SHEETS | Jul. 31, 2017USD ($) |
Current Assets | |
Cash and cash equivalents | $ 73,817 |
Prepaid expenses | 1,125 |
Total Current Assets | 74,942 |
Property and equipment, net | 3,662 |
Investment | 1,432,188 |
TOTAL ASSETS | 1,510,792 |
Current Liabilities | |
Accounts payable and accrued expenses | 11,748 |
Accrued interest - related parties | 629 |
Due to related party | 5,648 |
Convertible notes payable, net of unamortized debt discount of $78,030 | 22,970 |
Notes payable | 35,000 |
Notes payable - related parties | 16,500 |
Derivative liabilities | 150,353 |
Total Current Liabilities | 242,848 |
TOTAL LIABILITIES | 242,848 |
Stockholders' Equity | |
Series A convertible preferred stock, $0.0001 par value, 100,000,000 shares designated; 6,694,540 shares issued and outstanding | 669 |
Series B convertible preferred stock, $0.0001 par value, 10,000,000 shares designated; 10,000,000 shares issued and outstanding | 1,000 |
Series C convertible preferred stock, $0.0001 par value, 10,000,000 shares designated; 1,060,000 shares issued and outstanding | 106 |
Common Stock, $0.0001 par value, 500,000,000 million Class A shares authorized, 53,360,000 shares issued and outstanding as of July 31, 2017; 10,000,000 Class B authorized, 10,000,000 shares issued and outstanding as of July 31, 2017 | 6,336 |
Additional paid-in capital | 1,749,659 |
Accumulated Deficit | (640,826) |
Shares subscribed | 151,000 |
Total Stockholders' Equity | 1,267,944 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 1,510,792 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) | Jul. 31, 2017$ / sharesshares |
Preferred Stock | |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, authorized | 200,000,000 |
Preferred stock, issued | 0 |
Series A convertible preferred stock, designated | 100,000,000 |
Series A convertible preferred stock, issued and outstanding | 6,694,540 |
Series B convertible preferred stock | |
Series B convertible preferred stock, designated | 10,000,000 |
Series B convertible preferred stock, issued and outstanding | 10,000,000 |
Series C convertible preferred stock | |
Series C convertible preferred stock, designated | 10,000,000 |
Series C convertible preferred stock, issued and outstanding | 1,060,000 |
Common Stock | |
Common Stock class A, par value | $ / shares | $ 0.0001 |
Common stock class A, authorized | 500,000,000 |
Common Stock class B, par value | $ / shares | $ 0.0001 |
Common stock class B, authorized | 10,000,000 |
Common stock, shares issued | 53,360,000 |
Common stock, shares outstanding | 53,360,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 3 Months Ended |
Jul. 31, 2017USD ($)$ / sharesshares | |
Condensed Statement Of Operations | |
Revenues | $ 0 |
Operating Expenses | |
General and administration | 27,812 |
Marketing expenses | 288,417 |
Stock based compensation | 266,448 |
Professional fees | 9,536 |
Total operating expenses | 592,213 |
Operating loss | (592,213) |
Other income (expense) | |
Interest expense | (26,609) |
Change in fair value of derivative liability | 22,004 |
Total other expense | (48,613) |
Net loss | $ (640,826) |
Basic and dilutive loss per common share | $ / shares | $ (.01) |
Weighted average number of common shares outstanding - basic and diluted | shares | 52,218,182 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (Unaudited) - 3 months ended Jul. 31, 2017 - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Class A and Class B Common Stock | Additional Paid In Capital | Shares Subscribed | Accumulated Deficit | Total |
Beginning Balance, Amount at May. 04, 2017 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning Balance, Shares at May. 04, 2017 | 0 | 0 | 0 | 0 | ||||
Issuance of Series B preferred stock and Class B Common Stock for intangible assets with no value, Amount | $ 0 | $ 1,000 | $ 0 | $ 1,000 | (2,000) | 0 | 0 | 0 |
Issuance of Series B preferred stock and Class B Common Stock for intangible assets with no value, Shares | 0 | 10,000,000 | 0 | 10,000,000 | ||||
Reverse acquisition adjustment, Amount | $ 0 | $ 0 | $ 0 | $ 5,336 | (186,202) | 82,500 | 0 | (98,366) |
Reverse acquisition adjustment, Shares | 53,360,000 | |||||||
Preferred shares issued for equity investment, Amount | $ 563 | $ 0 | $ 0 | $ 0 | 1,406,625 | 0 | 0 | 1,407,188 |
Preferred shares issued for equity investment, Shares | 5,628,750 | 0 | 0 | 0 | ||||
Preferred shares issued to consultants for services, Amount | $ 106 | $ 0 | $ 0 | $ 0 | 266,342 | 0 | 0 | 266,342 |
Preferred shares issued to consultants for services, Shares | 1,065,790 | 0 | 0 | 0 | ||||
Preferred shares issued at $0.25 per share, Amount | $ 0 | $ 0 | $ 106 | 0 | 264,894 | 0 | 0 | 265,000 |
Preferred shares issued at $0.25 per share, Shares | 0 | 0 | 1,060,000 | |||||
Preferred share subscriptions received | $ 0 | $ 0 | $ 0 | 0 | 0 | 68,500 | 0 | 68,500 |
Net Loss | 0 | 0 | 0 | 0 | 0 | 0 | (640,826) | (640,826) |
Ending Balance, Amount at Jul. 31, 2017 | $ 669 | $ 1,000 | $ 106 | $ 6,336 | $ 1,749,659 | $ 151,000 | $ (640,826) | $ 1,267,944 |
Ending Balance, Shares at Jul. 31, 2017 | 6,694,540 | 10,000,000 | 1,060,000 | 63,360,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS | 3 Months Ended |
Jul. 31, 2017USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
Net loss | $ (640,826) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Depreciation | 200 |
Stock-based compensation | 266,448 |
Amortization of debt discount and debt issue cost | 22,970 |
Change in fair value of derivative | (22,004) |
Changes in operating assets and liabilities: | |
Increase in accounts payable and accrued expenses | 5,568 |
Increase in accrued interest, related parties | 499 |
Net Cash Used in Operating Activities | (323,137) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
Cash from acquisition | 57,605 |
Equity Investment | (15,000) |
Net Cash Provided by Investing Activities | 42,605 |
CASH FLOWS FROM FINANCING ACTIVITIES | |
Proceeds from issuance of convertible notes payable | 35,000 |
Proceeds from issuance of Series C Convertible preferred stock | 333,500 |
Repayment of promissory notes payable | (15,000) |
Proceeds from related parties | 849 |
Net Cash Provided By Financing Activities | 354,349 |
Increase in cash and cash equivalents | 73,817 |
Cash and cash equivalents, beginning of period | 0 |
Cash and cash equivalents, end of period | 73,817 |
Supplemental cash flow information | |
Cash paid for interest | 0 |
Cash paid for taxes | 0 |
Supplemented disclosure of non-cash investing and financing activities | |
Series A convertible preferred stock issued for investment | 1,407,188 |
Derivative liability recognized as debt discount | 61,843 |
Class B common stock and Series B convertible preferred stock issued for intangible assets | $ 2,000 |
NOTE 1 - NATURE OF OPERATIONS A
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 3 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION Sharing Services, Inc. (“Sharing Services”, “we”, “us”, or the “Company”) was incorporated in the State of Nevada. The Company’s wholly owned subsidiary, Total Travel Media, Inc. (“Total Travel Media”, or “TTM”), was incorporated on May 5, 2017 in the State of Nevada. The fiscal year end is April 30. The Company acquired Total Travel Media on May 23, 2017. While Total Travel Media is a wholly owned subsidiary of the Company, for financial accounting purposes the transaction has been treated as a reverse acquisition (reference is made to the paragraph below entitled “Recapitalization”). The Company was originally formed to launch a taxi sharing website and application. Beginning on February 1, 2017 the Company changed its business model and is now a travel and technology management company. Sharing Services is a direct-selling model with a subscription-based vacation portal. Share Exchange and Reorganization On May 23, 2017, Sharing Services, Inc., entered into a Share Exchange Agreement (the “Agreement”) with Total Travel Media, Inc. On May 23, 2017, there was a Closing of the transaction (the “Closing Date”). Pursuant to the terms of the Agreement, the Company acquired all of the shares of capital stock of TTM from the holders of such stock (the “Equity-Holders”), in exchange for the issuance of Ten Million (10,000,000) newly-issued shares of the Company’s Common Class B Stock, par value $0.0001 per share and (ii) Ten Million (10,000,000) newly-issued shares of the Company’s Series B Preferred Stock, par value $0.0001 per share. Following the Closing Date, TTM will operate as a wholly-owned subsidiary of the Company. Recapitalization For financial accounting purposes, this transaction was treated as a reverse acquisition by Total Travel Media, and resulted in a recapitalization with Total Travel Media being the accounting acquirer and Sharing Services as the acquired company. The consummation of this reverse acquisition resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, Total Travel Media, and have been prepared to give retroactive effect to the reverse acquisition completed on May 23, 2017, and represent the operations of Total Travel Media. The consolidated financial statements after the acquisition date, May 23, 2017, include the balance sheets of both companies at historical cost, the historical results of Total Travel Media and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization. Going concern These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. To date the Company has generated no revenues from its business operations and has an accumulated deficit of $640,826. As of July 31, 2017, the Company had a working capital deficit of $167,906. The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements, promissory notes, convertible promissory notes and advances from related parties as may be required. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates. In managements’ opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Use of Estimates and Assumptions The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions about the valuation and recognition of stock-based compensation expense, the valuation and recognition of derivative liability, valuation allowance for deferred tax assets and useful life of fixed assets. Principles of Consolidation For July 31, 2017, the unaudited consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiary, Total Travel Media, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. Cash and cash equivalents Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. As of July 31, 2017, the Company had cash and cash equivalents of $73,817. Fair value measurements Fair value is defined as the price that the Company would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent counter-party in the principal market or in the absence of a principal market, the most advantageous market for the investment or liability. A three-tier hierarchy is established to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs); and establishes a classification of fair value measurements for disclosure purposes. The hierarchy is summarized in the three broad levels listed below: Level 1 - quoted prices in active markets for identical assets and liabilities Level 2 - other significant observable inputs (including quoted prices for similar assets and liabilities, interest rates, credit risk, etc.) Level 3 - significant unobservable inputs (including the Company’s own assumptions in determining the fair value of assets and liabilities). In accordance with Accounting Standards Codification (“ASC”) 815, the Company’s debt derivative liabilities are measured at fair value on a recurring basis, and are level 3 measurements in the three-tier fair value hierarchy. There were no transfers between the levels of the fair value hierarchy during the period of inception (May 5, 2017) to July 31, 2017. Fair value of financial instruments The Company’s financial instruments consist primarily of cash, accounts payable and accrued expenses, and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The following table summarizes fair value measurements by level at July 31, 2017 measured at fair value on a recurring basis: July 31, 2017 Level 1 Level 2 Level 3 Total Promissory Note – Issued May 15, 2017 $ - $ - $ 93,285 $ 93,285 Promissory Note – Issued June 20, 2017 - - 57,068 57,068 Total liabilities $ - $ - $ 150,353 $ 150,353 Related Parties The Company follows ASC 850, “Related Party Disclosures,” Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. Property and Equipment Property, plant and equipment is recorded at cost reduced by accumulated depreciation. Depreciation expense is recognized over the assets’ estimated useful lives using the straight-line method. Estimated useful lives of the equipment are as follows: Office equipment - 5 years Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. Share-Based Expense ASC 718, “Compensation - Stock Compensation,” The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity - Based Payments to Non-Employees.” Share-based expense totaled $266,448 for the period from inception (May 5, 2017) to July 31, 2017. Advertising Costs The Company follows ASC 720, “ Advertising Costs,” Income Taxes The Company utilizes the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry-forwards and for the future tax consequences attributable to differences between the financial statement 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 year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the value of such assets will be realized. The Company uses the two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At July 31, 2017, the Company did not record any liabilities for uncertain tax positions. Basic and Diluted Net Loss per Common Share Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. There were convertible notes and accrued interest for approximately $103,000 and 17,754,540 convertible preferred shares issued by the Company during the period ended July 31, 2017. Potential dilutive instruments as at July 31, 2017, consisted of the following common share equivalents: July 31, 2017 Convertible notes 243,284 Convertible preferred shares 17,754,540 17,997,824 Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss. Convertible notes Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Recently Issued Accounting Standards In February 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” In January 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
NOTE 3 - PROPERTY AND EQUIPMENT
NOTE 3 - PROPERTY AND EQUIPMENT | 3 Months Ended |
Jul. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
NOTE 3 - PROPERTY AND EQUIPMENT | NOTE 3 - PROPERTY AND EQUIPMENT Property and equipment consisted of the following at July 31, 2017: July 31, 2017 Office equipment $ 3,995 Accumulated depreciation (333) Property and equipment, net $ 3,662 |
NOTE 4 - INVESTMENT
NOTE 4 - INVESTMENT | 3 Months Ended |
Jul. 31, 2017 | |
Schedule of Investments [Abstract] | |
NOTE 4 - INVESTMENT | NOTE 4 – INVESTMENT On May 21, 2017, the Company entered into a transaction whereby the Company will acquire a Forty-eight percent (48%) interest in 212 Technologies, LLC, a Montana limited liability company (“212 Tech”), in exchange for 15,628,750 shares of the Company’s Series A Convertible Preferred Stock and cash in the amount of $100,000. 212 Technologies, LLC is a developer of end-to-end online marketing and direct sales software systems. Initially, the Company will acquire a Twenty-four percent (24%) interest in exchange for 5,628,750 shares of the Company’s Series A Convertible Preferred Stock and cash. The Stakeholder and Investment Agreement dated May 21, 2017 also provides for the acquisition by the Company of the remaining twenty-four percent (24%) interest in 212 Tech at a future date in exchange for an additional 10,000,000 shares of the Company’s Series A Preferred Stock, when the following milestones have been reached: (i) One year has passed from the original MOU; and (ii) the price per share of the Company’s common stock is quoted at $10.00 or more. The Company, in exchange, received a non-exclusive, non-royalty bearing, perpetual, worldwide license of all of the Intellectual Property Rights developed and held by 212 Tech. During the period ended July 31, 2017, the Company acquired a 24% interest in 212 Tech by paying $25,000 in cash and issuing 5,628,750 shares of Series A Convertible Preferred Stock, with a deemed value of $0.25 pure share or $1,407,188. As a result, we recorded $1,432,188 as an investment at cost. |
NOTE 5 - NOTES PAYABLE
NOTE 5 - NOTES PAYABLE | 3 Months Ended |
Jul. 31, 2017 | |
Debt Disclosure [Abstract] | |
NOTE 5 - NOTES PAYABLE | NOTE 5 - NOTES PAYABLE Notes Payable consisted of the following at July 31, 2017: July 31, 2017 Interest Rate Maturity Dated – March 20, 2017 $ 10,000 12% March 18, 2018 Dated – May 4, 2017 10,000 12% May 3, 2018 Dated – May 11, 2017 15,000 12% May 10, 2017 Total notes payable 35,000 Less: current portion of notes payable 35,000 Long-term notes payable $ - As of July 31, 2017, the Company accrued interest on these notes of $3,278 and recorded interest expense of $3,278 in interest expense for the period from inception (May 5, 2017) to July 31, 2017. |
NOTE 6 - CONVERTIBLE NOTES PAYA
NOTE 6 - CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
NOTE 6 - CONVERTIBLE NOTES PAYABLE | NOTE 6 - CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following at July 31, 2017: July 31, 2017 Dated – May 15, 2017 $ 63,000 Dated – June 20, 2017 38,000 Total convertible notes payable 101,000 Less: debt discount and deferred financing fees (78,030) 22,970 Less: current portion of convertible notes payable 22,970 Long-term convertible notes payable $ - The Company recognized amortization expense related to the debt discount and deferred financing fees of $22,970 for the period of inception (May 5, 2017) to July 31, 2017, which are included in interest expense in the consolidated statements of operations. The Company also recorded an interest of $2,140 on the convertible notes payables, during the period from inception (May 5, 2017) to July 31, 2017. Promissory Notes – Issued in Fiscal year 2017 During the period of inception (May 5, 2017) to July 31, 2017, the Company issued a total of $101,000 notes with the following terms: -- Terms of 9 months -- Annual interest rates of 12% -- Convertible at the option of the holders at issuance. -- Conversion prices are typically based on the discounted (39% discount) lowest two (2) trading prices of the Company’s common shares during the fifteen (15) trading day period prior to conversion. The notes allow the Company to redeem the notes at rates ranging from 110% to 135% depending on the redemption date provided that no redemption is allowed after the 180 th The Company determined that the conversion feature met the definition of a liability in accordance with ASC Topic No. 815 - 40, “ Derivatives and Hedging - Contracts in Entity's Own Stock The Company valued the conversion feature using the Black Scholes valuation model. The fair value of the derivative liability for all the notes amounted to $156,843. $95,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $61,843 was recognized as a “day 1” derivative loss. |
NOTE 7 - DERIVATIVE LIABILITIES
NOTE 7 - DERIVATIVE LIABILITIES | 3 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
NOTE 7 - DERIVATIVE LIABILITIES | NOTE 7 - DERIVATIVE LIABILITIES The Company analyzed the conversion option for derivative accounting consideration under ASC 815, “ Derivatives and Hedging,” The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of July 31, 2017. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note and warrants is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used for the period ended July 31, 2017: Date of Inception (May 5, 2017) to July 31, 2017 Expected term 0.56 - 0.64 years Expected average volatility 323% - 325% Expected dividend yield - Risk-free interest rate 1.07% - 1.18% The following table summarizes the derivative liabilities included in the balance sheet at July 31, 2017: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance – May 5, 2017 $ - Addition of new derivatives recognized as debt discounts 95,000 Addition of new derivatives recognized as loss on derivatives 61,843 Gain on change in fair value of the derivative (6,490) Balance - July 31, 2017 $ 150,353 ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The following table summarizes the loss (gain) on derivative liability included in the income statement for the period of inception (May 5, 2017) to July 31, 2017. Date of Inception (May 5, 2017) to July 31, 2017 Day one loss due to derivative liabilities on convertible notes payable $ 156,843 Gain on change in fair value of the derivative liabilities (6,490) Loss on change in the fair value of derivative liabilities $ 150,353 |
NOTE 8 - RELATED PARTY TRANSACT
NOTE 8 - RELATED PARTY TRANSACTIONS | 3 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
NOTE 8 - RELATED PARTY TRANSACTIONS | NOTE 8 - RELATED PARTY CONSIDERATIONS Alchemist Holdings, LLC As part of the acquisition of Total Travel Media (see Note 1), Alchemist Holdings, LLC (“Alchemist”), received 7,500,000 shares of the Series B Convertible Preferred Stock (75% of the issued shares) and 7,500,000 shares of the Common Class B Stock (75% of the issued shares), respectively. On March 15, 2017, the Company entered into a Consultancy and Marketing Agreement with Alchemist to provide marketing and consulting services, tools, websites, video production and event management services. The Agreement shall remain in effect until the completion of the services. The Agreement may be terminated by the Company, without cause and without liability by giving 14 calendar days written notice of such termination to Alchemist. The Services to be provided are Social Alchemy- the development of Facebook algorithm for specific alchemy related to travel; Video Production- marketing, testimonial and mini alchemy videos for travel; Event Management – web development, video production, hotel negotiation and management, onsite A/V, video capture, ticket sale management and travel management; Marketing – marketing and consulting of all assets, websites, brochures, social networks and management of third party vendor contracts and relationships. Total cost for these services are estimated to be $840,000 for twelve months from agreement date. The Company has paid $330,278, to the related party, pursuant to this agreement, during the three month ended July 31, 2017. Of this amount, $245,378 was paid post reverse acquisition and is included in the marketing expense in the accompanying financial statements. Subsequent to July 31, 2017, approximately $181,809 was paid for services. Bear Bull Market Dividends, Inc. As part of the acquisition of Total Travel Media (see Note 1), Bear Bull Market Dividends, Inc. (“Bear Bull”), received 2,500,000 shares of the Series B Convertible Preferred Stock (25% of the issued shares) and 2,500,000 shares of the Common Class B Stock (25% of the issued shares), respectively. On April 7, 2017, the Company issued a Promissory Note to Bear Bull, for $16,500, due April 6, 2018. The Note carries an annual interest rate of 12%. As of July 31, 2017, the accrued interest $499. Other During the period from May 5, 2017 to July 31, 2017, the Company paid to our CEO management fees of $8,900. |
NOTE 9 - STOCKHOLDERS' DEFICIT
NOTE 9 - STOCKHOLDERS' DEFICIT | 3 Months Ended |
Jul. 31, 2017 | |
Equity [Abstract] | |
NOTE 9 - STOCKHOLDERS' DEFICIT | NOTE 9 - STOCKHOLDERS’ DEFICIT Preferred Stock The Company has authorized 200,000,000 preferred shares with a par value of $0.0001 per share. The Board of Directors is authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. Series A Convertible Preferred Stock The Company has authorized the issuance of one hundred million (100,000,000) shares of Series A Preferred Stock. The Series A Preferred shares are senior in ranking to the Series C Preferred shares, but junior to the Series B Preferred shares. The affirmative vote of the holders of Eighty-six percent (86%) of the issued and outstanding shares of Series A Preferred Stock shall be required for the Board of Directors to: (i) declare dividends upon shares of common stock unless the Series A Preferred shares are to receive the same dividend as the common shares, on an as converted basis; (ii) redeem the shares of Series A Preferred Stock at a price of $0.001 per share; (iii) authorize or issue additional or other capital stock that is junior or equal rank to the Series A Preferred shares with respect to the preferences as to distributions and payments upon the liquidation or dissolution and winding up of the Company; and (iv) amend, alter, change, or repeal any of the powers, designations, preferences, and rights of the Series A Preferred Stock. Upon the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary, the holders of the Series A Preferred Stock shall receive out of the assets of the Company the sum of $0.001 per shares before any payment or distribution shall be made on the Common Stock, or any other class of capital stock of the Company ranking junior to the Series A Preferred Stock. For a period of ten (10) years from the date of issuance of shares of Series A Preferred Stock, the holders may elect to convert each share of Series A Preferred Stock into one share of the Company’s Common Stock. Each share of Series A Preferred Stock is entitled to one vote when voting as a class or together with shares of Common Stock. On May 31, 2017, we issued 5,628,750 shares of Series A Convertible preferred stock to 212 Technologies, LLC, as part of an equity investment for 24% of 212 technologies, LLC. The shares were issued for a deemed value of $0.25 per share or $1,407,188 (see Note 4). During the period ended July 31, 2017, we issued 1,065,790 shares of Series A Convertible preferred stock to consultants for a deemed value of $0.25 per share or $266,448. As of July 31, 2017, 6,694,540 shares of series A Convertible Preferred Stock were issued and outstanding. Series B Convertible Preferred Stock The Company has authorized the issuance of ten million (10,000,000) series of Series B Preferred Stock. The Series B Preferred shares are senior in ranking to the Series A and Series C Preferred shares. The affirmative vote of the holders of Eighty-six percent (86%) of the issued and outstanding shares of Series B Preferred Stock shall be required for the Board of Directors to: (i) declare dividends upon shares of common stock unless the Series B Preferred shares are to receive the same dividend as the common shares, on an as converted basis; (ii) redeem the shares of Series B Preferred Stock at a price of $0.001 per share; (iii) authorize or issue additional or other capital stock that is senior, junior or equal rank to the Series B Preferred shares with respect to the preferences as to distributions and payments upon the liquidation or dissolution and winding up of the Company; and (iv) amend, alter, change, or repeal any of the powers, designations, preferences, and rights of the Series B Preferred Stock. Upon the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary, the holders of the Series B Preferred Stock shall receive out of the assets of the Company the sum of $0.001 per shares before any payment or distribution shall be made on the Common Stock, or any other class of capital stock of the Company ranking junior to the Series B Preferred Stock. For a period of ten (10) years from the date of issuance of shares of Series B Preferred Stock, the holders may elect to convert each share of Series B Preferred Stock into one share of the Company’s Common Stock. Each share of Series B Preferred Stock is entitled to one vote when voting as a class and one thousand votes when voting together with shares of Common Stock. On May 23, 2017, pursuant to the Share Exchange Agreement (See Note 1), the Company issued 10,000,000 shares of Series B convertible preferred stock to the stockholders of Total Travel Media in exchange for 10,000,000 shares of Total Travel Media’s common stock, representing 100% of its issued and outstanding common stock. As a result of the reverse acquisition accounting, these shares issued to the former Total Travel Media stockholders are treated as being outstanding from the date of issuance of the Total Travel Media shares. As of July 31, 2017, 10,000,000 shares of series B Preferred Stock were issued and outstanding. Series C Convertible Preferred Stock The Company has authorized the issuance of ten million (10,000,000) series of Series C Preferred Stock. The Series C Preferred shares are junior in ranking to the Series A and Series B Preferred shares. The affirmative vote of the holders of Eighty-six percent (86%) of the issued and outstanding shares of Series C Preferred Stock shall be required for the Board of Directors to: (i) declare dividends upon shares of common stock unless the Series C Preferred shares are to receive the same dividend as the common shares, on an as converted basis; (ii) redeem the shares of Series C Preferred Stock at a price of $0.001 per share; (iii) authorize or issue additional or other capital stock that is junior or equal rank to the Series C Preferred shares with respect to the preferences as to distributions and payments upon the liquidation or dissolution and winding up of the Company; and (iv) amend, alter, change, or repeal any of the powers, designations, preferences, and rights of the Series C Preferred Stock. Upon the dissolution, liquidation, or winding up of the Company, whether voluntary or involuntary, the holders of the Series C Preferred Stock shall receive out of the assets of the Company the sum of $0.001 per shares before any payment or distribution shall be made on the Common Stock, or any other class of capital stock of the Company ranking junior to the Series C Preferred Stock. For a period of ten (10) years from the date of issuance of shares of Series C Preferred Stock, the holders may elect to convert each share of Series C Preferred Stock into one share of the Company’s Common Stock. Each share of Series C Preferred Stock is entitled to one vote when voting as a class or together with shares of Common Stock. During the period ended July 31, 2017, we issued 1,060,000 shares of Series C Convertible Preferred Stock for $0.25 per share, for proceeds of $265,000. As of July 31, 2017, 1,060,000 shares of series C Preferred Stock were issued and outstanding. Common Stock The Company has authorized the issuance of Class A common stock and Class B common stock. We are authorized to issue 500,000,000 shares of Class A common stock and 10,000,000 shares of Class B common stock, each with a par value of $0.0001 per share. Holders of our Class A common stock and Class B common stock are entitled to dividends when, as and if, declared by our board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. The shares of each class of Common Stock shall be identical except that the holders of the Class B Common Stock shall be entitled to elect a majority of the Board of Directors and the holders of the Class A Common Stock shall elect the remainder of the directors. Each share of Class B Common Stock shall be convertible at any time into one share of Common Stock at the option of the holder. Class A common stock and Class B common stock are referred to as common stock throughout the notes to these financial statements, unless otherwise noted. On May 23, 2017, pursuant to the Share Exchange Agreement (See Note 1), the Company issued 10,000,000 shares of Class B common stock to the stockholders of Total Travel Media in exchange for 10,000,000 shares of Total Travel Media’s common stock, representing 100% of its issued and outstanding common stock. As a result of the reverse acquisition accounting, these shares issued to the former Total Travel Media stockholders are treated as being outstanding from the date of issuance of the Total Travel Media shares. As of July 31, 2017, there were 53,360,000 shares and 10,000,000 shares of Class A common stock and Class B common stock, respectively, issued and outstanding. Shares Subscribed As of July 31, 2017, the Company has received subscriptions for Series C Convertible Preferred Stock totaling $151,000. |
NOTE 10 - SUBSEQUENT EVENTS
NOTE 10 - SUBSEQUENT EVENTS | 3 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
NOTE 10 - SUBSEQUENT EVENTS | NOTE 10 - SUBSEQUENT EVENTS Subsequent to July 31, 2017, the Company received $203,500 as share subscriptions for Series C Convertible Preferred Stock at $0.25 per share, and issued 720,000 shares of Series C Convertible Preferred Stock. |
NOTE 2 - SUMMARY OF SIGNIFICA17
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jul. 31, 2017 | |
Summary Of Significant Accounting Policies Policies | |
Basis of Presentation | Basis of Presentation The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates. In managements’ opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions about the valuation and recognition of stock-based compensation expense, the valuation and recognition of derivative liability, valuation allowance for deferred tax assets and useful life of fixed assets. |
Principles of Consolidation | Principles of Consolidation For July 31, 2017, the unaudited consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiary, Total Travel Media, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. As of July 31, 2017, the Company had cash and cash equivalents of $73,817. |
Fair value measurements | between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs); and establishes a classification of fair value measurements for disclosure purposes. The hierarchy is summarized in the three broad levels listed below: Level 1 - quoted prices in active markets for identical assets and liabilities Level 2 - other significant observable inputs (including quoted prices for similar assets and liabilities, interest rates, credit risk, etc.) Level 3 - significant unobservable inputs (including the Company’s own assumptions in determining the fair value of assets and liabilities). In accordance with Accounting Standards Codification (“ASC”) 815, the Company’s debt derivative liabilities are measured at fair value on a recurring basis, and are level 3 measurements in the three-tier fair value hierarchy. There were no transfers between the levels of the fair value hierarchy during the period of inception (May 5, 2017) to July 31, 2017. |
Fair value of financial instruments | Fair value of financial instruments The Company’s financial instruments consist primarily of cash, accounts payable and accrued expenses, and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The following table summarizes fair value measurements by level at July 31, 2017 measured at fair value on a recurring basis: July 31, 2017 Level 1 Level 2 Level 3 Total Promissory Note – Issued May 15, 2017 $ - $ - $ 93,285 $ 93,285 Promissory Note – Issued June 20, 2017 - - 57,068 57,068 Total liabilities $ - $ - $ 150,353 $ 150,353 |
Related Parties | Related Parties The Company follows ASC 850, “Related Party Disclosures,” |
Long-Lived Assets | Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. |
Property and Equipment | Property and Equipment Property, plant and equipment is recorded at cost reduced by accumulated depreciation. Depreciation expense is recognized over the assets’ estimated useful lives using the straight-line method. Estimated useful lives of the equipment are as follows: Office equipment - 5 years Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. |
Share-Based Expense | Share-Based Expense ASC 718, “Compensation - Stock Compensation,” The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity - Based Payments to Non-Employees.” Share-based expense totaled $266,448 for the period from inception (May 5, 2017) to July 31, 2017. |
Advertising Costs | Advertising Costs The Company follows ASC 720, “ Advertising Costs,” |
Income Taxes | Income Taxes The Company utilizes the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry-forwards and for the future tax consequences attributable to differences between the financial statement 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 year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the value of such assets will be realized. The Company uses the two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At July 31, 2017, the Company did not record any liabilities for uncertain tax positions. |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. There were convertible notes and accrued interest for approximately $103,000 and 17,754,540 convertible preferred shares issued by the Company during the period ended July 31, 2017. Potential dilutive instruments as at July 31, 2017, consisted of the following common share equivalents: July 31, 2017 Convertible notes 243,284 Convertible preferred shares 17,754,540 17,997,824 Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss. |
Convertible notes | Convertible notes Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” In January 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
NOTE 2 - SUMMARY OF SIGNIFICA18
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Fair Value measurements by level | July 31, 2017 Level 1 Level 2 Level 3 Total Promissory Note – Issued May 15, 2017 $ - $ - $ 93,285 $ 93,285 Promissory Note – Issued June 20, 2017 - - 57,068 57,068 Total liabilities $ - $ - $ 150,353 $ 150,353 |
Dilutive instruments | July 31, 2017 Convertible notes 243,284 Convertible preferred shares 17,754,540 17,997,824 |
NOTE 3 - PROPERTY AND EQUIPME19
NOTE 3 - PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Jul. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | July 31, 2017 Office equipment $ 3,995 Accumulated depreciation (333) Property and equipment, net $ 3,662 |
NOTE 5 - NOTES PAYABLE (Tables)
NOTE 5 - NOTES PAYABLE (Tables) | 3 Months Ended |
Jul. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes payable | July 31, 2017 Interest Rate Maturity Dated – March 20, 2017 $ 10,000 12% March 18, 2018 Dated – May 4, 2017 10,000 12% May 3, 2018 Dated – May 11, 2017 15,000 12% May 10, 2017 Total notes payable 35,000 Less: current portion of notes payable 35,000 Long-term notes payable $ - |
NOTE 6 - CONVERTIBLE NOTES PA21
NOTE 6 - CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Covertible notes payable | July 31, 2017 Dated – May 15, 2017 $ 63,000 Dated – June 20, 2017 38,000 Total convertible notes payable 101,000 Less: debt discount and deferred financing fees (78,030) 22,970 Less: current portion of convertible notes payable 22,970 Long-term convertible notes payable $ - |
NOTE 7 - DERIVATIVE LIABILITI22
NOTE 7 - DERIVATIVE LIABILITIES (Tables) | 3 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
Weighted average Black Sholes assumptions | Date of Inception (May 5, 2017) to July 31, 2017 Expected term 0.56 - 0.64 years Expected average volatility 323% - 325% Expected dividend yield - Risk-free interest rate 1.07% - 1.18% |
Fair Value measurments | Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance – May 5, 2017 $ - Addition of new derivatives recognized as debt discounts 95,000 Addition of new derivatives recognized as loss on derivatives 61,843 Gain on change in fair value of the derivative (6,490) Balance - July 31, 2017 $ 150,353 |
Loss (gain) on derivative liability | Date of Inception (May 5, 2017) to July 31, 2017 Day one loss due to derivative liabilities on convertible notes payable $ 156,843 Gain on change in fair value of the derivative liabilities (6,490) Loss on change in the fair value of derivative liabilities $ 150,353 |
NOTE 1 - NATURE OF OPERATIONS23
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | Jul. 31, 2017 | May 04, 2017 |
Notes to Financial Statements | ||
Accumulated deficit | $ (640,826) | |
Total Stockholders' Deficit | $ 1,267,944 | $ 0 |
NOTE 2 - SUMMARY OF SIGNIFICA24
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended |
Jul. 31, 2017 | |
Notes to Financial Statements | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net revenues and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates. In managements’ opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Use of Estimates and Assumptions The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions about the valuation and recognition of stock-based compensation expense, the valuation and recognition of derivative liability, valuation allowance for deferred tax assets and useful life of fixed assets. Principles of Consolidation For July 31, 2017, the unaudited consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiary, Total Travel Media, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. Cash and cash equivalents Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. As of July 31, 2017, the Company had cash and cash equivalents of $73,817. Fair value measurements Fair value is defined as the price that the Company would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent counter-party in the principal market or in the absence of a principal market, the most advantageous market for the investment or liability. A three-tier hierarchy is established to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs); and establishes a classification of fair value measurements for disclosure purposes. The hierarchy is summarized in the three broad levels listed below: Level 1 - quoted prices in active markets for identical assets and liabilities Level 2 - other significant observable inputs (including quoted prices for similar assets and liabilities, interest rates, credit risk, etc.) Level 3 - significant unobservable inputs (including the Company’s own assumptions in determining the fair value of assets and liabilities). In accordance with Accounting Standards Codification (“ASC”) 815, the Company’s debt derivative liabilities are measured at fair value on a recurring basis, and are level 3 measurements in the three-tier fair value hierarchy. There were no transfers between the levels of the fair value hierarchy during the period of inception (May 5, 2017) to July 31, 2017. Fair value of financial instruments The Company’s financial instruments consist primarily of cash, accounts payable and accrued expenses, and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The following table summarizes fair value measurements by level at July 31, 2017 measured at fair value on a recurring basis: July 31, 2017 Level 1 Level 2 Level 3 Total Promissory Note – Issued May 15, 2017 $ - $ - $ 93,285 $ 93,285 Promissory Note – Issued June 20, 2017 - - 57,068 57,068 Total liabilities $ - $ - $ 150,353 $ 150,353 Related Parties The Company follows ASC 850, “Related Party Disclosures,” Long-Lived Assets Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value. Property and Equipment Property, plant and equipment is recorded at cost reduced by accumulated depreciation. Depreciation expense is recognized over the assets’ estimated useful lives using the straight-line method. Estimated useful lives of the equipment are as follows: Office equipment - 5 years Estimated useful lives are periodically reviewed and, when appropriate, changes are made prospectively. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. Share-Based Expense ASC 718, “Compensation - Stock Compensation,” The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity - Based Payments to Non-Employees.” Share-based expense totaled $266,448 for the period from inception (May 5, 2017) to July 31, 2017. Advertising Costs The Company follows ASC 720, “ Advertising Costs,” Income Taxes The Company utilizes the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for operating loss and tax credit carry-forwards and for the future tax consequences attributable to differences between the financial statement 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 year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that the value of such assets will be realized. The Company uses the two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At July 31, 2017, the Company did not record any liabilities for uncertain tax positions. Basic and Diluted Net Loss per Common Share Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. There were convertible notes and accrued interest for approximately $103,000 and 17,754,540 convertible preferred shares issued by the Company during the period ended July 31, 2017. Potential dilutive instruments as at July 31, 2017, consisted of the following common share equivalents: July 31, 2017 Convertible notes 243,284 Convertible preferred shares 17,754,540 17,997,824 Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss. Convertible notes Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Recently Issued Accounting Standards In February 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-05, “Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” In January 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. |
NOTE 2 - SUMMARY OF SIGNIFICA25
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Jul. 31, 2017 | Apr. 30, 2017 | |
Summary Of Significant Accounting Policies Details Narrative | ||
Cash | $ 73,817 | $ 2,070 |
Office Equipment estimated useful life | 5 years | |
Office equipment accumulated depreciation | $ 133 |
NOTE 3 - CONSULTING AND MARKETI
NOTE 3 - CONSULTING AND MARKETING AGREEMENT (Details Narrative) - USD ($) | 2 Months Ended | 4 Months Ended | |
Apr. 30, 2017 | Sep. 08, 2017 | Mar. 15, 2017 | |
Alchemist Holdings, LLC, Agreement | |||
Estimated costs for Alchemist services | $ 840,000 | ||
Total expenditures paid to Alchemist | $ 49,000 | $ 497,037 |
NOTE 3 - PROPERTY AND EQUIPME27
NOTE 3 - PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | |
Jul. 31, 2017 | Apr. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Office equipment value | $ 3,995 | |
Depreciation amount | $ 133 | |
Net value | $ 3,862 |
NOTE 3 - PROPERTY AND EQUIPME28
NOTE 3 - PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Jul. 31, 2017 | Apr. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Office equipment value | $ 3,995 | |
Depreciation amount | $ 133 | |
Net value | $ 3,862 |
NOTE 5 - NOTES PAYABLE (Details
NOTE 5 - NOTES PAYABLE (Details) | 12 Months Ended |
Apr. 30, 2017USD ($) | |
Notes Payable 1 | |
Note payable | $ 10,000 |
Interest rate of note | 12.00% |
Interest accrued on note | $ 138 |
Notes Payable 2 | |
Note payable | $ 16,500 |
Interest rate of note | 12.00% |
Interest accrued on note | $ 130 |
NOTE 8 - RELATED PARTY TRANSA30
NOTE 8 - RELATED PARTY TRANSACTIONS (Details Narrative) | 3 Months Ended |
Jul. 31, 2017USD ($) | |
Related Party Transactions Details Narrative | |
Forgiveness of related party loan | $ 13,841 |
Due to related party | $ 5,648 |
NOTE 9 - STOCKHOLDERS' DEFICIT
NOTE 9 - STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | Jun. 21, 2017 | May 22, 2017 | May 19, 2017 | Sep. 22, 2017 | Sep. 11, 2017 | Jun. 20, 2017 | May 23, 2017 | May 21, 2017 | May 18, 2017 | Apr. 19, 2017 |
Acquisition for stock, percent of company | 24.00% | |||||||||
Series A Preferred stock issued in acquisition | 5,628,750 | |||||||||
Cash paid for acquisition | $ 100,000 | |||||||||
Class B Common stock issued in acquisition | 10,000,000 | |||||||||
Class B Preferred stock issued in acquisition | 10,000,000 | |||||||||
Preferred Series C shares issued, shares | 720,000 | 1,630,000 | ||||||||
Preferred Series C shares issued, price per share | $ .25 | $ .25 | ||||||||
Preferred Series C shares issued, net proceeds | $ 203,000 | $ 407,500 | ||||||||
Preferred Series C shares issued for services | 10,000 | |||||||||
Preferred Series C shares to be issued for services | 10,000 | |||||||||
Notes Payable 3 | ||||||||||
Note payable | $ 63,000 | |||||||||
Interest rate of note | 12.00% | |||||||||
Conversion to equity percent of trading price | 39.00% | |||||||||
Convertible duration | 180 days | |||||||||
Notes Payable 4 | ||||||||||
Note payable | $ 38,000 | |||||||||
Interest rate of note | 12.00% | |||||||||
Conversion to equity percent of trading price | 39.00% | |||||||||
Convertible duration | 180 days |
NOTE 10 - SUBSEQUENT EVENTS (De
NOTE 10 - SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 22, 2017 | Sep. 22, 2017 | Sep. 11, 2017 | May 23, 2017 | May 21, 2017 | Apr. 19, 2017 |
Notes to Financial Statements | ||||||
Acquisition for stock, percent of company | 24.00% | |||||
Series A Preferred stock issued in acquisition | 5,628,750 | |||||
Cash paid for acquisition | $ 100,000 | |||||
Class B Common stock issued in acquisition | 10,000,000 | |||||
Class B Preferred stock issued in acquisition | 10,000,000 | |||||
Preferred Series C shares issued, shares | 720,000 | 1,630,000 | ||||
Preferred Series C shares issued, price per share | $ .25 | $ .25 | ||||
Preferred Series C shares issued, net proceeds | $ 203,000 | $ 407,500 | ||||
Preferred Series C shares issued for services | 10,000 | |||||
Preferred Series C shares to be issued for services | 10,000 |