Stockholders' Equity (Deficit) | NOTE 15 - STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock The Company’s Board has authorized the issuance of up to 200,000,000 shares of preferred stock, par value of $0.0001 per share. The Board may divide this authorization into one or more series, each with distinct powers, designations, preferences, and rights. Series A Convertible Preferred Stock The Company’s Board has authorized the issuance of up to 100,000,000 shares of Series A Convertible and As discussed in Note 1, during the fiscal year ended April 30, 2018, the Company issued 75,000,000 shares of its Series A preferred stock During the fiscal year ended April 30, 2019 and 2018, the Company issued 7,500,000 shares and 10,628,750 shares, respectively, of its Series A preferred stock at a fair market value of $1,875,000 and $2,657,188, respectively. Series A preferred stock of our Series A preferred stock into an equal number of shares of our common stock There were 42,878,750 shares and 86,694,540 shares of our Series A preferred stock issued and outstanding as of April 30, 2019 and 2018, respectively. Series B Convertible Preferred Stock The Company’s Board has authorized the issuance of up to 10,000,000 shares of Series B Convertible As discussed in Note 1, during the fiscal year ended April 30, 2018, the Company issued 10,000,000 shares of its Series B preferred stock There were 10,000,000 shares of our Series B preferred stock issued and outstanding at April 30, 2019 and 2018. Series C Convertible Preferred Stock The Company’s Board has authorized the issuance of up to 10,000,000 shares of Series C Convertible Preferred Stock (the Series C preferred stock”). Shares of our Series C preferred stock are junior in rank to the Series A and Series B preferred stock. The affirmative vote of the holders of 86% of the issued and outstanding shares of our Series C preferred stock is required for the Board: (i) to declare dividends upon shares of common stock unless, with respect to cash dividends, the shares of our Series C preferred stock are to receive the same dividend as the common shares, on an as converted basis; (ii) to redeem the shares of Series C preferred stock at a redemption price of $0.001 per share; (iii) to authorize or issue additional or other capital stock that is junior or equal in rank to our Series C preferred stock with respect to the preferences as to distributions and payments upon the liquidation, dissolution, or winding up of the Company; and (iv) to 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 are entitled to receive out of the assets of the Company the sum of $0.001 per share before any payment or distribution shall be made on the shares of common stock, or any other class of capital stock of the Company ranking junior to the Series C preferred stock. For a period of 10 years from the date of issuance, the holders of the Series C preferred stock may elect to convert each share of Series C preferred stock into one share of the Company’s common stock. Each share of our Series C preferred stock is entitled to one vote when voting as a class or together with shares of common stock. During the fiscal year ended April 30, 2019 and 2018, the Company issued 170,000 shares and 3,950,000 shares, respectively, of its Series C There were 3,520,000 shares and 3,950,000 shares of our Series C issued and outstanding as of April 30, 2019 and 2018, respectively. Common Stock The Company’s Board has authorized the issuance of up to 500,000,000 shares of common stock (Class A) and up to 10,000,000 shares of common stock (Class B), each with a par value of $0.0001 per share. Holders of our common stock are entitled to dividends declared by our Board, subject to the rights of the holders of classes of capital stock outstanding having priority rights with respect to dividends. Our shares of common stock have the same rights, except that the holders of our Class B common stock have the right to elect a majority of our Board, while the holders of our Class A common stock, Series A preferred stock, Series B preferred stock, and Series C preferred stock have the right to elect the rest of the directors. References to “common stock” throughout this report include the Class A common stock and the Class B common stock, unless otherwise indicated or the context otherwise requires. Prior to May 5, 2017, the Company had issued 30,020,000 shares of its Class A common stock to its founding shareholder and 23,340,000 shares to several individuals in connection with stock subscription agreements. In addition, as discussed in Note 1, during the fiscal year ended April 30, 2018, the Company issued 10,000,000 shares of its Class B common stock in connection with the acquisition of Total Travel Media. During the fiscal year ended April 30, 2019 and 2018, the Company issued 870,000 shares and 1,310,000 shares of its Class A common stock for cash in the amount of $217,500 and $327,500, respectively. In addition, in the Company issued In the fiscal year ended April 30, 2019, holders of 51,315,790 shares of the Company’s Series A preferred stock converted their holdings into an equal number of shares of the Company’s Class A common stock, holders of 600,000 shares of the Company’s Series C preferred stock converted their holdings into an equal number of shares of the Company’s common stock and holders of the Company’s convertible promissory notes converted $15,000 in notes principal and $1,000 in accrued interest into 3,200,000 shares of the Company’s Class A common stock, as permitted by the terms of the respective equity and debt instruments. In the fiscal year ended April 30, 2019, the Company issued, in the aggregate, 21,470,620 shares of its Class A common stock to two executive officers, at an exercise price of $0.0001 per share, in connection with the exercise of derivative instruments granted in conjunction with employment agreements disclosed previously and the Company issued 800 shares of its Class A common stock in connection with stock warrants exercised, at an exercise price of $0.25 per share. In addition, in the fiscal year ended April 30, 2019, the Company repurchased (and later retired) 30,000,000 shares of its Class A common stock from Foshan City Shunde District Cheering Garden Tools Co., LTD. There were 104,077,061 shares and 56,170,000 shares of our Class A common stock issued and outstanding as of April 30, 2019 and 2018, respectively, Stock Options and Warrants In March 2018, the Company issued fully-vested options to purchase up to 3,000,000 shares of its common stock to its Chief Financial Officer in connection with his employment agreement, as disclosed previously. These stock options were exercised in October 2018. In October 2017, the Company issued warrants to purchase up to 333,333 shares of its common stock. The warrants are exercisable for a period of five years from the issuance date, subject to certain default provisions, at the exercise price of $0.15 per share. In March 2018, the Company issued fully-vested warrants to purchase up to 5,000,000 shares of its Series A preferred stock and, in January 2019, fully-vested warrants to purchase up to 13,470,620 shares of the its Series A preferred stock to its President and Chief Executive Officer in connection with his employment agreement, as disclosed previously. All such stock warrants were exercised in the fiscal year ended April 30, 2019. In the fiscal year ended April 30, 2019, the Company issued fully vested warrants to purchase up to 1,582,600 shares of its common stock to members of its independent sales force and holders of 800 warrants exercised their stock warrants. The warrants are exercisable for a period of two years from the issuance date, subject to certain default provisions, at the exercise price of $0.25 per share. The following table summarizes the activity relating to the Company’s stock warrants: Number of (1) Weighted Average Exercise Price Weighted Average Remaining Term Outstanding at May 5, 2017 - $ - - Granted 6,643,333 0.04 Exercised - - - Expired - - - Outstanding at April 30, 2018 6,643,333 $ 0.04 Granted 16,083,220 0.31 2.6 Exercised (18,471,420 ) 0.0001 - Expired - - - Outstanding at April 30, 2019 4,255,133 $ 0.24 3.1 (1) In March 2018, the Company issued to its President and Chief Executive Officer fully vested warrants to purchase up to 5,000,000 shares of the Company’s Series A preferred stock, which had no expiration date and were exercised in October 2018 and, in January 2019, fully vested warrants to purchase up to 13,470,620 shares of the Company’s Series A preferred stock, which had no expiration date and were exercised in January 2019. (2) In the fiscal year ended April 30, 2019 and 2018, the Company issued 870,000 and 1,310,000 fully vested five-year warrants, respectively, to purchase an equal number of shares of its common stock in connection with stock subscription agreements. The exercise price for these warrants is equal to 50% of the average closing bid price for the Company’s common stock for the 20-day trading period immediately prior to exercise. The following table summarizes additional information relating to stock warrants outstanding and exercisable: Warrants outstanding at April 30, 2019 Warrants Outstanding Warrants Exercisable Weighted Weighted Average Weighted Average Number of Contractual Exercise Price Number of Shares Exercise Price 2,180,000 4.1 $ 0.12 2,180,000 $ 0.12 1,641,800 1.8 $ 0.25 1,641,800 $ 0.25 100,000 2.9 $ 3.00 100,000 $ 3.00 333,333 3.4 $ 0.15 333,333 $ 0.15 Warrants outstanding at April 30, 2018 Warrants Outstanding Warrants Exercisable Weighted Weighted Weighted Number of Contractual life (in years) (1) Exercise Number of Exercise 5,000,000 - $ 0.0001 5,000,000 $ 0.0001 1,310,000 4.0 $ 0.18 1,310,000 $ 0.18 333,333 4.4 $ 0.15 333,333 $ 0.15 (1) In March 2018, the Company issued to its President and Chief Executive Officer fully vested warrants to purchase 5,000,000 shares of the Company’s Series A preferred stock with no expiration date. These stock warrants were exercised in October 2018. |