Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jan. 31, 2018 | Mar. 23, 2018 | |
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 | Jan. 31, 2018 | |
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 | 54,860,000 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
BALANCE SHEETS
BALANCE SHEETS | Jan. 31, 2018USD ($) |
Current Assets | |
Cash and cash equivalents | $ 175,451 |
Accounts receivable | 366,269 |
Inventory | 91,755 |
Prepaid expenses and deposits | 297,358 |
Total Current Assets | 930,833 |
Property and equipment, net | 46,173 |
Investment | 2,382,188 |
TOTAL ASSETS | 3,359,194 |
Current Liabilities | |
Accounts payable and accrued expenses | 377,807 |
Accrued interest - related parties | 2,942 |
Advance from customers | 128,851 |
Due to related party | 5,648 |
Investment payable | 75,000 |
Convertible notes payable, net of unamortized debt discount of $443,522 | 71,478 |
Convertible notes payable - related party, net of unamortized debt discount of $39,178 | 10,822 |
Notes payable | 35,000 |
Notes payable - related parties | 16,500 |
Derivative liabilities | 5,265,314 |
Total Current Liabilities | 5,989,362 |
TOTAL LIABILITIES | 5,989,362 |
Stockholders' Equity | |
Series A convertible preferred stock, $0.0001 par value, 100,000,000 shares designated; 85,194,540 shares issued and outstanding | 8,519 |
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; 3,680,000 shares issued and outstanding | 368 |
Common Stock, $0.0001 par value, 500,000,000 million Class A shares authorized, 54,860,000 shares issued and outstanding as of January 31, 2018; 10,000,000 Class B authorized, 10,000,000 shares issued and outstanding as of January 31, 2018 | 6,486 |
Additional paid-in capital | 4,313,897 |
Accumulated Deficit | (6,976,438) |
Stock subscription | 16,000 |
Total Stockholders' Equity | (2,630,168) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 3,359,194 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) | Jan. 31, 2018USD ($)$ / 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 | 81,194,540 |
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 | 3,680,000 |
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 | 54,860,000 |
Common stock, shares outstanding | 54,860,000 |
Unamortized debt discount of convertible notes payable | $ | $ 443,522 |
Unamortized debt discount of convertible notes payable- related party | $ | $ 39,178 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended |
Jan. 31, 2018 | Jan. 31, 2018 | |
Condensed Statement Of Operations | ||
Revenues | $ 960,182 | $ 960,182 |
Cost of sales | 673,551 | 673,551 |
Gross profit | 286,631 | 286,631 |
Operating Expenses | ||
General and administration | 194,201 | 288,971 |
Marketing expenses | 0 | 694,207 |
Stock based compensation | 0 | 1,308,948 |
Professional fees | 117,882 | 151,554 |
Total operating expenses | 312,083 | 2,443,680 |
Operating loss | (25,452) | (2,157,049) |
Other income (expense) | ||
Interest expense | (118,229) | (241,424) |
Change in fair value of derivative liability | (3,455,374) | (4,577,965) |
Total other expense | (3,573,603) | (4,819,389) |
Net loss | $ (3,599,055) | $ (6,976,438) |
Basic and dilutive loss per common share | $ (.06) | $ (.12) |
Weighted average number of common shares outstanding - basic and diluted | 64,860,000 | 60,461,176 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS | 9 Months Ended |
Jan. 31, 2018USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
Net loss | $ (6,976,438) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Depreciation | 800 |
Stock-based compensation | 1,308,948 |
Amortization of debt discount and debt issue cost | 183,300 |
Change in fair value of derivative | 4,577,965 |
Changes in operating assets and liabilities: | |
Accounts receivable | (366,269) |
Inventory | (91,755) |
Prepaid expenses | (296,233) |
Accounts payable and accrued expenses | 371,627 |
Accrued interest, related parties | 2,812 |
Deferred revenue | 128,851 |
Net Cash Used in Operating Activities | (1,156,392) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
Purchase of property and equipment | (43,111) |
Cash from acquisition of subsidiaries | 57,605 |
Equity Investment | (15,000) |
Net Cash Provided by Investing Activities | (506) |
CASH FLOWS FROM FINANCING ACTIVITIES | |
Proceeds from issuance of convertible notes payable | 544,000 |
Proceeds from issuance of convertible notes payable- related party | 50,000 |
Repayments of convertible notes payable | (101,000) |
Proceeds from issuance of Series C Convertible preferred stock | 853,500 |
Repayment of promissory notes payable | (15,000) |
Proceeds from related parties | 849 |
Net Cash Provided By Financing Activities | 1,332,349 |
Increase in cash and cash equivalents | 175,451 |
Cash and cash equivalents, beginning of period | 0 |
Cash and cash equivalents, end of period | 175,451 |
Supplemental cash flow information | |
Cash paid for interest | 43,475 |
Cash paid for taxes | 0 |
Supplemented disclosure of non-cash investing and financing activities | |
Series A Convertible Preferred Stock issued for equity investments | 2,282,188 |
Derivative liability recognized as debt discount | 594,000 |
Investment payable for equity investments | $ 75,000 |
NOTE 1 - NATURE OF OPERATIONS A
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 9 Months Ended |
Jan. 31, 2018 | |
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 on April 24, 2014 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 Company’s wholly-owned subsidiary, Four Oceans Holdings, Inc. (“Four Oceans”), was incorporated on September 22, 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 acquired Four Oceans from related parties and was treated as an acquisition under common control. See Note 11 - Related Party Considerations. 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 Acquisition – Four Oceans Holdings, Inc. On September 29, 2017, Sharing Services, Inc., entered into a Share Exchange Agreement with Four Oceans Holdings, Inc., a Nevada corporation. Pursuant to the terms of the Agreement, the Company acquired all of the shares of capital stock of Four Oceans from the holders of such stock (the “Equity-Holders”), in exchange for the issuance of Seventy-five Million (75,000,000) newly-issued restricted shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “ Series A Preferred Stock Four Oceans was controlled by Alchemist Holdings, LLC, a Company controlled by our Chairman, who received 50,000,000 Series A Preferred stock; Bear Bull Market Dividends, Inc., a Company that is a significant shareholder of Sharing Services, who received 20,000,000 Series A Preferred stock; and Research and Referral BZ received 5,000,000 shares. As a result of these share exchanges, Four Oceans became a 100% owned subsidiary of the Company. As these transactions are between entities under common control, the Company has reported the results of operations for the period in a manner similar to a pooling of interests and has consolidated financial results since the initial date in which the above companies were under common control. Assets and liabilities were combined on their carrying values and no recognition of goodwill was made. The Company has presented earnings per share based on the new parent company shares issued to the former shareholders of the Company. Share Exchange and Reorganization – Total Travel Media, Inc. 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 $960,182 in revenues from its business operations and has an accumulated deficit of $6,976,438. As of January 31, 2018, the Company had a working capital deficit of $5,058,529. 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 has initiated extensive direct sales and social media marketing which it expects to drive significant sales volume of the Company’s products, and services over the next several months. The Company expects to become profitable and not need additional outside funding once working capital needs have been met. The acceptance of the Company’s marketing efforts are uncertain and therefore, the Company has plans 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 | 9 Months Ended |
Jan. 31, 2018 | |
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 January 31, 2018, the unaudited consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, Total Travel Media, Inc. and Four Oceans Holding, 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 January 31, 2018 the Company had cash and cash equivalents of $175,451. 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 January 31, 2018. 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 January 31, 2018 measured at fair value on a recurring basis: January 31, 2018 Level 1 Level 2 Level 3 Total Derivative liabilities $ - $ - $ 5,265,314 $ 5,265,314 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 Furniture 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 Furniture and fixtures - 3 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. Accounts Receivable and Allowance for Uncollectible Accounts Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. As of January 31, 2018, the Company determined no valuation allowance for doubtful accounts was required, for the Company’s accounts receivable. Revenue Recognition In accordance with ASC 605, “ Revenue Recognition There is clear evidence that an arrangement exists; Services are provided or products are delivered to customers; Amounts are fixed or can be determined; The ability to collect is reasonably assured; There is no significant obligation for future performance; and The amount of future returns can be reasonably estimated. The Company generally recognizes revenue upon delivery and when both the title and risk and rewards pass to the Independent Representative or Customer. Product sales are recognized net of product returns and discounts referred to as “returns and allowances.” Net sales include product sales net of processing fees The Company generally receives the net sales price through credit card payments on the Company Website or at the point of sale. Products sold on an annual basis are recognized as revenue over the following twelve months. Allowances for product returns have not been provided due to the short period that the products have been sold. As historical data is collected a reserve will be provided at the time the sale is recorded. The Company recognizes revenue when the products are shipped and services are complete. Deferred Revenue At January 31, 2018, the Company had advances from customers of $128,851. Advances from customers are a component of deferred revenue in the consolidated balance sheets and includes billings to customers where the product has not shipped, for services that were in process but not completed and for annual memberships and other products which are recognized over the succeeding twelve months. Cost of Sales The Cost of merchandise sold is recognized at the time of revenue recognition, as the product is shipped and services are complete. 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 $1,308,948 for the period from inception (May 5, 2017) to January 31, 2018. 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 January 31, 2018, 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 $575,034 and 101,874,540 convertible preferred shares issued by the Company during the period ended January 31, 2018. Potential dilutive instruments as at January 31, 2018, consisted of the following common share equivalents: January 31, 2018 Warrants 333,333 Convertible notes 31,089,702 Convertible preferred shares 101,874,540 133,279,575 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. Recently Issued Accounting Standards In November 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-14, “ Income Statement—Reporting Comprehensive Income Revenue Recognition Revenue from Contracts with Customers In September 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-13 , “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” 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 consolidated financial statements. |
NOTE 3 - ACCOUNTS RECEIVABLE
NOTE 3 - ACCOUNTS RECEIVABLE | 9 Months Ended |
Jan. 31, 2018 | |
Notes to Financial Statements | |
NOTE 3 - ACCOUNTS RECEIVABLE | NOTE 3 – ACCOUNTS RECEIVABLE As at January 31, 2018, accounts receivable of $366,269 represents the billed revenue due from merchant processor net of deferred revenue and merchant processing fees. The full amount was received in subsequent payments, thus no allowance for doubtful accounts was required at January 31, 2018 |
NOTE 4 - PREPAID EXPENSES AND D
NOTE 4 - PREPAID EXPENSES AND DEPOSITS | 9 Months Ended |
Jan. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
NOTE 4 - PREPAID EXPENSES AND DEPOSITS | NOTE 4 – PREPAID EXPENSES AND DEPOSITS Prepaid expenses and deposits consisted of the following at January 31, 2018: January 31, 2018 Prepaid expenses $ 57,910 Vendor deposits 210,287 Security deposit 29,161 $ 297,358 Prepaid expenses consist of payments for goods and services which will be consumed in the Company’s operations in the next operating cycle. Vendor deposits represent 50% of open purchase orders to the Company’s primary supplier, per the vendor agreement. Security deposits are for the new corporate offices per the lease agreement. See subsequent events (Note 14) regarding the new Corporate offices. |
NOTE 5 - PROPERTY AND EQUIPMENT
NOTE 5 - PROPERTY AND EQUIPMENT | 9 Months Ended |
Jan. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
NOTE 5 - PROPERTY AND EQUIPMENT | NOTE 5 - PROPERTY AND EQUIPMENT Property and equipment consisted of the following at January 31, 2018: January 31, 2018 Furniture and fixtures $ 18,928 Office and computer equipment 28,178 Accumulated depreciation (933) Property and equipment, net $ 46,173 The depreciation expense for the period from inception to January 31,2018 was $800. |
NOTE 6 - EQUITY INVESTMENTS
NOTE 6 - EQUITY INVESTMENTS | 9 Months Ended |
Jan. 31, 2018 | |
Schedule of Investments [Abstract] | |
NOTE 6 - EQUITY INVESTMENTS | NOTE 6 – EQUITY INVESTMENTS 212 Technologies, LLC 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. The Company acquired a 24% interest in 212 Tech by paying $25,000 in cash, leaving a payable of $75,000, and issuing 5,628,750 shares of Series A Convertible Preferred Stock, with a deemed value of $0.25 per share or $1,407,188. As of January 31, 2018, we recorded $1,507,188 as an investment at cost. 561 LLC The Company acquired a 25% interest in 561 LLC by agreeing to issue 2,500,000 shares of Series A Convertible Preferred Stock, with a deemed value of $0.25 per share or $625,000. The shares are to be issued to the 561 Equity-holders as follows: 625,000 shares issued within 5 days of the closing date and 625,000 shares issued on or before December 31, 2017. These shares are issued and outstanding at January 31, 2018. 625,000 Shares are to be issued on or before April 30, 2018 and 625,000 Shares are to be issued on or before August 31, 2018. As of January 31, 2018, we recorded $312,500 as an investment at cost for the 1,250,000 shares issued. The 561 Equity-Holders shall be entitled to an additional Two Million Five Hundred Thousand (2,500,000) of shares of the Company’s restricted Series A Preferred Stock, $0.0001 par value per share, when both of the following conditions have been met: (a) Following the first year’s anniversary of the Closing Date and (b) the closing bid price of the Company’s common stock equals or exceeds $5.00 per share, as reported by OTC Markets, Inc. If these conditions are met, the Company shall cause the issuance of such shares within ten (10) calendar days of the satisfaction of such conditions. The 561 Equity-Holders shall be entitled to an additional Two Million Five Hundred Thousand (2,500,000) of shares of the Company’s restricted Series A Preferred Stock, $0.0001 par value per share, when the following conditions have been met: The Company shall be the owner of record of no less than Forty percent (40%) of the member interests in each of (i) 561 and (ii) its affiliated company, America Approved Commercial, LLC. If these conditions are met, the Company shall cause the issuance of such shares within ten (10) calendar days of the satisfaction of such conditions. America Approved Commercial LLC The Company acquired a 25% interest in America Approved Commercial LLC by issuing 2,500,000 shares of Series A Convertible Preferred Stock, with a deemed value of $0.25 pure share or $625,000. The Company issued 625,000 shares during the period ended January 31, 2018. As of January 31, 2018, we recorded $ 312,500 as an investment at cost for the first installment of 625,000 shares issued. The AAC Equity-Holders shall be entitled to an additional Two Million Five Hundred Thousand (2,500,000) of shares of the Company’s restricted Series A Preferred Stock, $0.0001 par value per share, when both of the following conditions have been met: (a) Following the first year’s anniversary of the Closing Date and (b) the closing bid price of the Company’s common stock equals or exceeds $5.00 per share, as reported by OTC Markets, Inc. If these conditions are met, the Company shall cause the issuance of such shares within ten (10) calendar days of the satisfaction of such conditions. The AAC Equity-Holders shall be entitled to another additional Two Million Five Hundred Thousand (2,500,000) of shares of the Company’s restricted Series A Preferred Stock, $0.0001 par value per share, when the following conditions have been met: The Company shall be the owner of record of no less than Forty percent (40%) of the member interests in each of (i) AAC and (ii) its affiliated company, 561, LLC. If these conditions are met, the Company shall cause the issuance of such shares within ten (10) calendar days of the satisfaction of such conditions. Medical Smart Care LLC The Company acquired a 40% interest in Medical Smart Care LLC for 1,000,000 shares of Series A Convertible Preferred Stock, with a deem value of $0.25 pure share or $250,000. The shares are to be issued to the Medical Smart Care Equity-holder as follows: 250,000 shares issued within 5 days of the closing date and 250,000 shares issued on or before December 31, 2017. These shares were issued in November and December 2017 with the mutual consent of the parties. 250,000 Shares are to be issued on or before April 30, 2018; and 250,000 Shares are to be issued on or before August 31, 2018. As of January 31, 2018, we recorded $125,000 as an investment at cost for the installments of 500,000 shares issued. LEH Insurance Group LLC The Company acquired a 40% interest in LEH Insurance Group LLC (“LEHIG”) by issuing 500,000 shares of Series A Convertible Preferred Stock, with a deem value of $0.25 pure share or $125,000. As of January 31, 2018, we recorded $125,000 as an investment at cost. The 500,000 shares were issued to the LEHIG Equity-holder in November 2017. The LEHIG Equity-Holder shall be entitled to an additional Five Hundred Thousand (500,000) of shares of the Company’s restricted Series A Preferred Stock, $0.0001 par value per share, when the following condition has been met: Prior to December 31, 2018, LEHIG has booked premiums of at least Five Hundred Thousand dollars ($500,000). If this condition is met, the Company shall cause the issuance of such shares within ten (10) calendar days of the satisfaction of such conditions. The LEHIG Equity-Holder shall be entitled to a second additional Five Hundred Thousand (500,000) of shares of the Company’s restricted Series A Preferred Stock, $0.0001 par value per share, when the following condition has been met: Prior to December 31, 2018, LEHIG has booked premiums of at least One Million dollars ($1,000,000). If this condition is met, the Company shall cause the issuance of such shares within ten (10) calendar days of the satisfaction of such conditions. |
NOTE 7 - ACCOUNTS PAYABLE AND A
NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Jan. 31, 2018 | |
Payables and Accruals [Abstract] | |
NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following at January 31, 2018: January 31, 2018 Accounts payable $ 68,738 Accrued commissions 240,884 Accrued expenses 56,211 Accrued interest 11,974 $ 377,807 Accrued commissions consisted of commissions earned on sales of products and services by independent representatives and paid in the following month. |
NOTE 8 - NOTES PAYABLE
NOTE 8 - NOTES PAYABLE | 9 Months Ended |
Jan. 31, 2018 | |
Debt Disclosure [Abstract] | |
NOTE 8 - NOTES PAYABLE | NOTE 8 - NOTES PAYABLE Notes payable consisted of the following at January 31, 2018: January 31, 2018 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, 2018 Total notes payable 35,000 Less: current portion of notes payable 35,000 Long-term notes payable $ - As of January 31, 2018, the Company accrued interest on these notes of $3,255 and recorded interest expense of $3,117 in interest expense for the period from inception (May 5, 2017) to January 31, 2018. |
NOTE 9 - CONVERTIBLE NOTES PAYA
NOTE 9 - CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Jan. 31, 2018 | |
Notes to Financial Statements | |
NOTE 9 - CONVERTIBLE NOTES PAYABLE | NOTE 9 - CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following as of January 31, 2018: January 31, 2018 Dated – September 26, 2017 $ 15,000 Dated – October 6, 2017 50,000 Dated - October 10, 2017 100,000 Dated - December 15, 2017 100,000 Dated - January 22, 2018 250,000 Total convertible notes payable 515,000 Less: debt discount and deferred financing fees (443,522) 71,478 Less: current portion of convertible notes payable 71,478 Long-term convertible notes payable $ - The Company recognized amortization expense related to the debt discount and deferred financing fees of $71,478 for the period of inception (May 5, 2017) to January 31, 2018, which are included in interest expense in the consolidated statements of operations. The Company also recorded an interest of $25,139 on the convertible notes payables, during the period from inception (May 5, 2017) to January 31, 2018. On November 14, 2017, the Company paid $90,055, for settlement of the note dated May 15, 2017, with a principal balance of $63,000. For the period ended January 31, 2018, the Company recorded $23,534 in prepayment penalties and accrued interest payable and recognized a gain of $93,285 from the change in derivative liability. On December 28, 2017, the Company paid $54,420, for settlement of the note dated June 20, 2017, with a principal balance of $38,000. As of January 31, 2018, the Company recorded $14,321 in prepayment penalties and accrued interest payable and recognized a gain of $57,439 from the change in derivative liability. Promissory Notes – Issued in Fiscal year 2018 During the period of inception (May 5, 2017) to January 31, 2018, the Company issued a total of $616,000 notes with the following terms: Terms of zero to 5 years Annual interest rates of 12% Convertible at the option of the holders at issuance to 180 days after issuance date. 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. Three notes have a fixed conversion price of $0.005, $0.01 and $0.15 per share respectively. Warrants to purchase up to 333,333 shares of common stock at an exercise price of $0.15 per share. 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 Binomial option pricing valuation model. The fair value of the derivative liability for all the notes amounted to $7,376,788. $544,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $6,832,788 was recognized as a “day 1” derivative loss. |
NOTE 10 - DERIVATIVE LIABILITIE
NOTE 10 - DERIVATIVE LIABILITIES | 9 Months Ended |
Jan. 31, 2018 | |
Notes to Financial Statements | |
NOTE 10 - DERIVATIVE LIABILITIES | NOTE 10 - 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 a multi-nominal lattice model to calculate the fair value as of January 31, 2018. The multi-nominal lattice 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 is estimated using the multi-nominal lattice valuation model. The following weighted-average assumptions were used for the period ended January 31, 2018: Date of Inception (May 5, 2017) to January 31, 2018 Expected term 0.22 – 4.93 year Expected average volatility 102% - 343% Expected dividend yield - Risk-free interest rate 1.31% - 2,52% The following table summarizes the derivative liabilities included in the balance sheet at January 31, 2018: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - May 5, 2017 $ - Acquisition of derivative liability on reverse acquisition 93,349 Addition of new derivatives recognized as debt discounts 594,000 Addition of new derivatives recognized as warrant 242,969 Addition of new derivatives recognized as loss on derivatives 6,597,095 Gain on change in fair value of the derivative (2,262,099) Balance - January 31, 2018 $ 5,265,314 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 January 31, 2018. Day one loss due to derivative liabilities on convertible notes payable and warrants $ 6,840,064 Gain on change in fair value of the derivative (2,262,099) Loss on change in fair value of derivative liabilities $ 4,577,965 |
NOTE 11 - RELATED PARTY CONSIDE
NOTE 11 - RELATED PARTY CONSIDERATIONS | 9 Months Ended |
Jan. 31, 2018 | |
Notes to Financial Statements | |
NOTE 11 - RELATED PARTY CONSIDERATIONS | NOTE 11 - RELATED PARTY CONSIDERATIONS Alchemist Holdings, LLC As part of the acquisition of Total Travel Media (see Note 1), Alchemist Holdings, LLC (“Alchemist”), which is controlled by our Chairman, Robert Oblon, 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. As part of the acquisition of Four Oceans Holdings, Inc. (see Note 1), Alchemist received 50,000,000 shares of the Series A Convertible Preferred Stock (66.7% of the issued shares). 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. Total cost for these services were estimated to be $840,000 for twelve months from agreement date. The Company has paid $862,361 to the related party, pursuant to this agreement, during the period ended January 31, 2018. Of this amount, $ 694,207 was paid post reverse acquisition (May 23, 2017) and is included in the marketing expense in the accompanying financial statements. For the period ended January 31, 2018 there was $69,000 paid to related parties for other services. The Company purchased property, plant and equipment of $18,928 and inventory amounting to $42,890 from Alchemist, during the period from May 23, 2017 (inception) to January 31, 2018. Subsequent to January 31, 2018, approximately $35,500 was paid to related parties. Promissory Note - 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. As part of the acquisition of Four Oceans Holdings, Inc. (see Note 1), Bear Bull received 20,000,000 shares of the Series A Convertible Preferred Stock (26.7% of the issued shares). 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 January 31, 2018, the accrued interest on the note amounted to $1,627. Convertible Promissory Note – Caye Island Ventures LLC On November 13, 2017, the Company received financing in the amount of $50,000 from Cay Island Ventures LLC, a Company owned by a shareholder of Sharing Services. The $50,000 convertible promissory note bears 12% interest and matures on November 13, 2018. The holder shall be entitled, commencing 180 days from November 13, 2017, to convert any portion of the outstanding and unpaid conversion amount into fully paid and non-assessable shares of Common Stock. Conversion price which is 80% of the average of the lowest two traded prices, determined on the then current trading market for the Company’s common stock, for the 15 trading days prior to conversion. The Company may prepay any portion of the principal amount at 115% of such amount along with any accrued interest of this note at any time upon three days written notice to the holder. The Company valued the conversion feature using the Binomial option pricing valuation model (see Note 10). The fair value of the derivative liability for the note amounted to $57,276. $50,000 of the value assigned to the derivative liability was recognized as a debt discount to the note while the balance of $7,276 was recognized as a “day 1” derivative loss. Other During the period from May 5, 2017 to January 31, 2018, the Company paid no management fees to our CEO and CFO. |
NOTE 12 - STOCKHOLDERS' DEFICIT
NOTE 12 - STOCKHOLDERS' DEFICIT | 9 Months Ended |
Jan. 31, 2018 | |
Equity [Abstract] | |
NOTE 12 - STOCKHOLDERS' DEFICIT | NOTE 12 - 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. From May 5, 2017 to January 31, 2018, the Company issued the following shares of Series A Convertible Preferred Stock: On January 10, 2018 we issued 625,000 shares of Series A Convertible preferred stock to 561 LLC, as part of an equity investment for 25% of 561 LLC. The shares were issued for a deemed value of $0.25 per share or $156,250 (see Note 4). On January 10, 2018 we issued 625,000 shares of Series A Convertible preferred stock to America Approved Commercial LLC, as part of an equity investment for 25% of America Approved Commercial LLC. The shares were issued for a deemed value of $0.25 per share or $156,250 (see Note 4). On January 10, 2018, we issued 250,000 shares of Series A Convertible preferred stock to Medical Smart Care LLC, as part of an equity investment for 40% of Medical Smart Carer LLC. The shares were issued for a deemed value of $0.25 per share or $62,500 (see Note 4). On October 4, 2017, we issued 500,000 shares of Series A Convertible preferred stock to LEH Insurance Group LLC, as part of an equity investment for 40% of to LEH Insurance Group LLC. The shares were issued for a deemed value of $0.25 per share or $125,000 (see Note 4). On October 4, 2017, we issued 250,000 shares of Series A Convertible preferred stock to Medical Smart Care LLC, as part of an equity investment for 40% of Medical Smart Care LLC. The shares were issued for a deemed value of $0.25 per share or $62,500 (see Note 4). On October 4, 2017, we issued 625,000 shares of Series A Convertible preferred stock to America Approved Commercial LLC, as part of an equity investment for 25% of America Approved Commercial LLC. The shares were issued for a deemed value of $0.25 per share or $156,250 (see Note 4). On October 4, 2017, we issued 625,000 shares of Series A Convertible preferred stock to 561 LLC, as part of an equity investment for 25% of 561 LLC. The shares were issued for a deemed value of $0.25 per share or $156,250 (see Note 4). On September 29, 2017, we issued 75,000,000 shares of Series A Convertible preferred stock, 50,000,000 shares to Alchemist Holdings, 20,000,000 shares to Bear Bull Market Dividends, Inc., and 5,000,000 shares to Research and Referral, BZ; as an acquisition for 100% of Four Oceans Holdings, Inc. The acquisition was under common control and the deemed value was the historical cost of Four Oceans Holdings, Inc. (see Note 1). From June to July, 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. 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). As of January 31, 2018, 85,194,540 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 January 31, 2018, 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 January 31, 2018 we issued 3,680,000 shares of Series C Convertible Preferred Stock for $0.25 per share, for proceeds of $920,000. As of January 31, 2018, 3,680,000 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 September 26, 2017, the Company issued 1,500,000 shares of Class A common stock for consulting services, valued at $1,042,500. 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 January 31, 2018, there were 54,860,000 shares of Class A common stock and 10,000,000 shares of Class B common stock issued and outstanding, respectively. Shares Subscribed As of January 31, 2018, the Company has received subscriptions for Series C Convertible Preferred Stock totaling $16,000. Warrants On October 6, 2018, we issued 333,333 warrants to purchase up to 333,333 shares of our common stock. The warrants are exercisable into 333,333 shares of common stock, for a period of five years from issuance, at a price of $0.15 per share subject to default provisions. As of January 31, 2018, there were 333,333 warrants outstanding. We accounted for the issuance of Warrants in accordance with ASC 815 (see Note 10). The following table summarizes information relating to outstanding and exercisable warrants as of January 31, 2018: Warrants Outstanding Warrants Exercisable Weighted Average Remaining Weighted Average Weighted Average Number of Shares Contractual life (in years) Exercise Price Number of Shares Exercise Price 333,333 4.25 $ 0.15 333,333 $ 0.15 A summary of activity during the period from inception to January 31, 2018 as follows: Warrants Outstanding Weighted Average Shares Exercise Price Balance as of May 5, 2017 - $ - Granted 333,333 0.15 Exercised - - Forfeited/canceled - - Balance as of January 31, 2018 333,333 $ 0.15 |
NOTE 13 - COMMITMENTS AND CONTI
NOTE 13 - COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jan. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
NOTE 13 - COMMITMENTS AND CONTINGENCIES | NOTE 13 - COMMITMENTS AND CONTINGENCIES Pursuant to our 40% equity investment in LEH Insurance Group LLC (“LEHIG”), on October 4, 2017, LEHIG based upon attaining certain benchmarks for booked insurance premiums through December 31, 2018, the seller of the LEHIG ownership may be entitled to an additional 1,000,000 shares of the Company’s Series A Preferred Stock. As of January 31, 2018, the Company has not recorded a contingency for this event. Pursuant to our 25% equity investment in 561 LLC ("561"), on October 4, 2017, if, on October 4, 2018, the Company's common stock has a closing bid price in excess of $5.00 per share, the sellers of 561 ownership shall be entitled to an additional 2,500,000 shares of the Company's Series A Preferred Stock. Additionally, at such time as the Company shall be the owner of record of no less than 40% of the member interests in each of 561 and it's affiliated Company, America Approved Commercial, LLC ("AAC"), the Sellers of 561 ownership shall be entitled to another 2,500,000 shares of the Company's Series A Preferred Stock. As of January 31, 2018, the Company has not made a contingency for these events Pursuant to our 25% equity investment in AAC, on October 4, 2017, if, on October 4, 2018, the Company's common stock has a closing bid price in excess of $5.00 per share, the sellers of the AAC ownership shall be entitled to an additional 2,500,000 shares of the Company's Series A Preferred Stock. Additionally, at such time as the Company shall be the owner of record of no less than 40% of the member interests in each of AAC and its affiliated company, 561, the sellers of AAC shall be entitled to another 2,500,000 shares of the Company's Series A Preferred Stock. As of January 31, 2018, the Company has not made a contingency for these events. On January 3, 2018 the Company entered into a 36 month lease for the new corporate offices (See subsequent events Note 14). The total lease commitment is $656,940. The monthly lease expense is $17,336 for the first 12 months. |
NOTE 14 - SUBSEQUENT EVENTS
NOTE 14 - SUBSEQUENT EVENTS | 9 Months Ended |
Jan. 31, 2018 | |
Subsequent Events [Abstract] | |
NOTE 14 - SUBSEQUENT EVENTS | NOTE 14 - SUBSEQUENT EVENTS Subsequent to January 31, 2018, and through to March 21, 2018, the date these financials were approved to be issued, we had the following subsequent events: On February 8, 2018, the Company closed a line of credit financing transaction whereby the Company borrowed the sum of Two Hundred Fifty Thousand dollars ($250,000.00) from an accredited investor, RB Capital Partners, Inc. (the “ Lender ” ). The transaction involved the issuance by the Company in favor of the Lender of a Convertible Promissory Note (the “ Note ” ) in the principal amount of $250,000.00. The Note accrues interest at the rate of Twelve percent (12%) per annum with the principal amount and all accrued interest being due and payable on demand y the Lender. At the option of the Lender, the Note is convertible into shares of the Company ’ s common stock at any time following 180 days from its issuance. On March 1, 2018, Jordan Brock, Robert Oblon, and Frank A. Walters were elected as directors to for a one (1) year term or until their successors are elected and qualified. On March 1, 2018, Jordan Brock, President and Chief Executive Officer of the Company, resigned as President and Chief Executive Officer. On the same date, Mr. Brock was appointed to the position of Vice President of the Company. He remains a director of the Company. On March 1, 2018, the Board of Directors appointed John (“JT”) Thatch to the position of President, Chief Executive Officer, and a director of the Company. On March 7th 2018, the Company moved into its new corporate offices. The Company and its wholly owned subsidiaries will now operate at the new address of 1700 Coit Rd. Suite 100, Plano, Texas 75075. This new location is slightly less than 10,000 Sq. Ft. allowing for expansion for the customer service department, product fulfillment, opportunity and training rooms as well as a video production suite. On March 16, 2018, the Company closed a line of credit financing transaction whereby the Company borrowed the sum of Two Hundred Fifty Thousand dollars ($250,000.00) from an accredited investor, RB Capital Partners, Inc. (the “ Lender ” ). The transaction involved the issuance by the Company in favor of the Lender of a Convertible Promissory Note (the “ Note ” ) in the principal amount of $250,000.00. The Note accrues interest at the rate of Twelve percent (12%) per annum with the principal amount and all accrued interest being due and payable on demand by the Lender. At the option of the Lender, the Note is convertible into shares of the Company ’ s common stock at any time following 180 days from its issuance. |
NOTE 2 - SUMMARY OF SIGNIFICA20
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jan. 31, 2018 | |
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 January 31, 2018, the unaudited consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, Total Travel Media, Inc. and Four Oceans Holding, 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 January 31, 2018 the Company had cash and cash equivalents of $175,451. |
Fair value measurements | 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 January 31, 2018. |
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 January 31, 2018 measured at fair value on a recurring basis: January 31, 2018 Level 1 Level 2 Level 3 Total Derivative liabilities $ - $ - $ 5,265,314 $ 5,265,314 |
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 Furniture 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 Furniture and fixtures - 3 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. |
Accounts Receivable and Allowance for Uncollectible Accounts | Accounts Receivable and Allowance for Uncollectible Accounts Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. As of January 31, 2018, the Company determined no valuation allowance for doubtful accounts was required, for the Company’s accounts receivable. |
Revenue Recognition | Revenue Recognition In accordance with ASC 605, “ Revenue Recognition There is clear evidence that an arrangement exists; Services are provided or products are delivered to customers; Amounts are fixed or can be determined; The ability to collect is reasonably assured; There is no significant obligation for future performance; and The amount of future returns can be reasonably estimated. The Company generally recognizes revenue upon delivery and when both the title and risk and rewards pass to the Independent Representative or Customer. Product sales are recognized net of product returns and discounts referred to as “returns and allowances.” Net sales include product sales net of processing fees The Company generally receives the net sales price through credit card payments on the Company Website or at the point of sale. Products sold on an annual basis are recognized as revenue over the following twelve months. Allowances for product returns have not been provided due to the short period that the products have been sold. As historical data is collected a reserve will be provided at the time the sale is recorded. The Company recognizes revenue when the products are shipped and services are complete. |
Deferred Revenue | Deferred Revenue At January 31, 2018, the Company had advances from customers of $128,851. Advances from customers are a component of deferred revenue in the consolidated balance sheets and includes billings to customers where the product has not shipped, for services that were in process but not completed and for annual memberships and other products which are recognized over the succeeding twelve months. |
Cost of Sales | Cost of Sales The Cost of merchandise sold is recognized at the time of revenue recognition, as the product is shipped and services are complete. |
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 $1,308,948 for the period from inception (May 5, 2017) to January 31, 2018. |
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 January 31, 2018, 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 $575,034 and 101,874,540 convertible preferred shares issued by the Company during the period ended January 31, 2018. Potential dilutive instruments as at January 31, 2018, consisted of the following common share equivalents: January 31, 2018 Warrants 333,333 Convertible notes 31,089,702 Convertible preferred shares 101,874,540 133,279,575 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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In November 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-14, “ Income Statement—Reporting Comprehensive Income Revenue Recognition Revenue from Contracts with Customers In September 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-13 , “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” 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 consolidated financial statements. |
NOTE 2 - SUMMARY OF SIGNIFICA21
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Jan. 31, 2018 | |
Notes to Financial Statements | |
Fair Value measurements by level | January 31, 2018 Level 1 Level 2 Level 3 Total Derivative liabilities $ - $ - $ 5,265,314 $ 5,265,314 |
Dilutive instruments | January 31, 2018 Warrants 333,333 Convertible notes 31,089,702 Convertible preferred shares 101,874,540 133,279,575 |
NOTE 4 - PREPAID EXPENSES AND22
NOTE 4 - PREPAID EXPENSES AND DEPOSITS (Tables) | 9 Months Ended |
Jan. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Prepaid expenses and deposits | January 31, 2018 Prepaid expenses $ 57,910 Vendor deposits 210,287 Security deposit 29,161 $ 297,358 |
NOTE 7 - ACCOUNTS PAYABLE AND23
NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Jan. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued expenses | January 31, 2018 Accounts payable $ 68,738 Accrued commissions 240,884 Accrued expenses 56,211 Accrued interest 11,974 $ 377,807 |
NOTE 8 - NOTES PAYABLE (Tables)
NOTE 8 - NOTES PAYABLE (Tables) | 9 Months Ended |
Jan. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes payable | January 31, 2018 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, 2018 Total notes payable 35,000 Less: current portion of notes payable 35,000 Long-term notes payable $ - |
NOTE 9 - CONVERTIBLE NOTES PA25
NOTE 9 - CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Jan. 31, 2018 | |
Notes to Financial Statements | |
Covertible notes payable | January 31, 2018 Dated – September 26, 2017 $ 15,000 Dated – October 6, 2017 50,000 Dated - October 10, 2017 100,000 Dated - December 15, 2017 100,000 Dated - January 22, 2018 250,000 Total convertible notes payable 515,000 Less: debt discount and deferred financing fees (443,522) 71,478 Less: current portion of convertible notes payable 71,478 Long-term convertible notes payable $ - |
NOTE 10 - DERIVATIVE LIABILIT26
NOTE 10 - DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Jan. 31, 2018 | |
Notes to Financial Statements | |
Weighted average Black Sholes assumptions | Date of Inception (May 5, 2017) to January 31, 2018 Expected term 0.22 – 4.93 year Expected average volatility 102% - 343% Expected dividend yield - Risk-free interest rate 1.31% - 2,52% |
Fair Value measurments | Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - May 5, 2017 $ - Acquisition of derivative liability on reverse acquisition 93,349 Addition of new derivatives recognized as debt discounts 594,000 Addition of new derivatives recognized as warrant 242,969 Addition of new derivatives recognized as loss on derivatives 6,597,095 Gain on change in fair value of the derivative (2,262,099) Balance - January 31, 2018 $ 5,265,314 |
Loss (gain) on derivative liability | Day one loss due to derivative liabilities on convertible notes payable and warrants $ 6,840,064 Gain on change in fair value of the derivative (2,262,099) Loss on change in fair value of derivative liabilities $ 4,577,965 |
NOTE 1 - NATURE OF OPERATIONS27
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2018 | Apr. 30, 2017 | |
Notes to Financial Statements | |||
Accumulated deficit | $ (6,976,438) | $ (6,976,438) | $ 3,377,383 |
Total Stockholders' Deficit | (2,630,168) | (2,630,168) | $ 1,577,862 |
Revenues | $ 960,182 | $ 960,182 |
NOTE 2 - SUMMARY OF SIGNIFICA28
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Jan. 31, 2018USD ($)shares |
Notes to Financial Statements | |
Warrants | $ | $ 333,333 |
Convertible notes | 31,089,702 |
Convertible preferred shares | 101,874,540 |
Potential dilutive instruments | 133,279,575 |
Derivative liabilities | $ | $ 5,265,314 |
NOTE 2 - SUMMARY OF SIGNIFICA29
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | |
Jan. 31, 2018 | May 04, 2017 | |
Summary Of Significant Accounting Policies Details Narrative | ||
Cash | $ 175,451 | $ 0 |
Office Equipment estimated useful life | 5 years | |
Furniture and fixtures useful life | 5 years | |
Share based expense | $ 1,308,948 | |
Advertising and marketing expense | 694,207 | |
Convertible notes and accrued interest | 575,034 | |
Advances from customers | $ 128,851 |
NOTE 3 - ACCOUNTS RECEIVABLE (D
NOTE 3 - ACCOUNTS RECEIVABLE (Details Narrative) | Jan. 31, 2018USD ($) |
Notes to Financial Statements | |
Accounts receivable | $ 366,269 |
NOTE 4 - PREPAID EXPENSES AND31
NOTE 4 - PREPAID EXPENSES AND DEPOSITS (Details) | Jan. 31, 2018USD ($) |
Cash and Cash Equivalents [Abstract] | |
Prepaid expenses | $ 57,910 |
Vendor deposits | 210,287 |
Security deposit | 29,161 |
Prepaid expenses and deposits | $ 297,358 |
NOTE 5 - PROPERTY AND EQUIPME32
NOTE 5 - PROPERTY AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | |
Jan. 31, 2018 | Apr. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Office equipment | $ 3,995 | |
Accumulated depreciation | $ (933) | |
Property and equipment, net | $ 3,062 |
NOTE 7 - ACCOUNTS PAYABLE AND33
NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) | Jan. 31, 2018USD ($) |
Payables and Accruals [Abstract] | |
Accounts payable | $ 68,738 |
Accrued commissions | 240,884 |
Accrued expenses | 56,211 |
Accrued interest | 11,974 |
Accounts payable and accrued expenses | $ 377,807 |
NOTE 8 - NOTES PAYABLE (Details
NOTE 8 - NOTES PAYABLE (Details) - USD ($) | 9 Months Ended | ||
Jan. 31, 2018 | Feb. 08, 2018 | May 18, 2017 | |
Note payable | $ 35,000 | $ 250,000 | |
Long-term notes payable | 0 | ||
Interest rate of note | 12.00% | ||
Interest accrued on note | 3,255 | ||
Recorded interest expense | 3,117 | ||
Notes Payable 1 | |||
Note payable | $ 10,000 | ||
Interest rate of note | 12.00% | ||
Notes Payable 2 | |||
Note payable | $ 10,000 | ||
Interest rate of note | 12.00% | ||
Notes Payable 3 | |||
Note payable | $ 15,000 | $ 63,000 | |
Interest rate of note | 12.00% | 12.00% |
NOTE 9 - CONVERTIBLE NOTES PA35
NOTE 9 - CONVERTIBLE NOTES PAYABLE (Details) | Jan. 31, 2018USD ($) |
Notes to Financial Statements | |
Total convertible notes payable | $ 515,000 |
Less: debt discount and deferred financing fees | (443,522) |
Net covertible notes payable | 71,478 |
Less: current portion of convertible notes payable | 71,478 |
Long-term convertible notes payable | $ 0 |
NOTE 11 - RELATED PARTY TRANSAC
NOTE 11 - RELATED PARTY TRANSACTIONS (Details Narrative) | Jan. 31, 2018USD ($) |
Related Party Transactions Details Narrative | |
Due to related party | $ 5,648 |
NOTE 12 - STOCKHOLDERS' DEFIC37
NOTE 12 - STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($) | Jun. 21, 2017 | May 22, 2017 | May 19, 2017 | Sep. 22, 2017 | Sep. 11, 2017 | Jan. 31, 2018 | Feb. 08, 2018 | Jun. 20, 2017 | May 23, 2017 | May 21, 2017 | May 18, 2017 | Apr. 19, 2017 |
Note payable | $ 35,000 | $ 250,000 | ||||||||||
Interest rate of note | 12.00% | |||||||||||
Convertible duration | 180 days | |||||||||||
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 | $ 0.25 | ||||||||||
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 | $ 15,000 | $ 63,000 | ||||||||||
Interest rate of note | 12.00% | 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 13 - COMMITMENTS AND CON38
NOTE 13 - COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Jan. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lease commitment | $ 656,940 | |
Monthly lease expense | $ 17,336 |
NOTE 14 - SUBSEQUENT EVENTS (De
NOTE 14 - SUBSEQUENT EVENTS (Details Narrative) - USD ($) | May 22, 2017 | Sep. 22, 2017 | Sep. 11, 2017 | Jan. 31, 2018 | Feb. 08, 2018 | May 23, 2017 | May 21, 2017 | Apr. 19, 2017 |
Subsequent Events [Abstract] | ||||||||
Note payable | $ 35,000 | $ 250,000 | ||||||
Interest rate of note | 12.00% | |||||||
Convertible duration | 180 days | |||||||
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 | $ 0.25 | ||||||
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 |