Cover
Cover - USD ($) | 12 Months Ended | ||
Apr. 30, 2021 | Sep. 16, 2021 | Oct. 31, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Apr. 30, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --04-30 | ||
Entity File Number | 333-225545 | ||
Entity Registrant Name | Lux Amber, Corp. | ||
Entity Central Index Key | 0001740695 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 25,653,435 | ||
Entity Common Stock, Shares Outstanding | 31,111,658 | ||
Entity State of incorp | NV |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Apr. 30, 2021 | Apr. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 0 | $ 49,185 | $ 408,338 |
Accounts receivable | 112,982 | 106,876 | 85,359 |
Inventory | 137,211 | 131,205 | 145,747 |
Prepaid expenses | 2,000 | 8,711 | 1,298 |
Other current assets | 5,960 | 770 | 90,770 |
Total current assets | 258,153 | 296,747 | 731,512 |
GOODWILL | 2,294,953 | 2,294,953 | 2,294,953 |
INTANGIBLES | 15,000 | 15,000 | 15,000 |
OTHER LONG-TERM ASSETS | 0 | 12,700 | 12,700 |
FIXED ASSETS | |||
Furniture, fixtures, and office equipment | 36,256 | 26,191 | 0 |
Vehicles and trailers | 284,650 | 194,140 | 194,140 |
Equipment | 649,910 | 608,274 | 573,267 |
Leasehold improvements | 12,190 | 12,190 | 12,190 |
Assets in process | 14,259 | 44,551 | 41,061 |
Fixed assets, gross | 997,265 | 885,345 | 820,658 |
Accumulated depreciation | (484,568) | (316,086) | (269,128) |
Fixed assets, net | 512,697 | 569,259 | 551,530 |
RIGHT OF USE ASSETS | 272,657 | 423,815 | 439,240 |
TOTAL ASSETS | 3,353,460 | 3,612,474 | 4,044,935 |
CURRENT LIABILITIES | |||
Accounts payable | 554,588 | 288,864 | 167,539 |
Accrued expenses | 1,201,568 | 805,853 | 646,410 |
Related party payables | 208,756 | 85,603 | 108,058 |
Notes payable - current portion | 112,889 | 762,889 | 512,889 |
Right of use liabilities - current portion | 172,498 | 190,262 | 186,805 |
Total current liabilities | 2,250,299 | 2,133,471 | 1,621,701 |
NON-CURRENT LIABILITIES | |||
Notes payable | 14,735 | 27,585 | 35,660 |
Right of use liabilities | 98,761 | 236,782 | 242,574 |
Paycheck Protection Program loans | 104,752 | 0 | 0 |
TOTAL LIABILITIES | 2,468,547 | 2,397,838 | 1,899,935 |
STOCKHOLDERS' EQUITY | |||
Common stock, $0.0001 par value, 75,000,000 shares authorized: 31,111,659 issued and outstanding as of April 30, 2021; 29,441,708 issued and outstanding as of April 30, 2020, and 28,053,167 issued and outstanding as of December 31, 2019 | 3,107 | 2,943 | 2,806 |
Additional paid-in-capital | 15,750,430 | 14,095,093 | 13,538,623 |
Accumulated deficit | (14,868,624) | (12,884,427) | (11,390,098) |
Total Lux Amber, Corp. stockholders' equity | 884,913 | 1,213,609 | 2,151,331 |
Non-controlling interest | 0 | 1,027 | (6,331) |
Total equity | 884,913 | 1,214,636 | 2,145,000 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 3,353,460 | $ 3,612,474 | $ 4,044,935 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Apr. 30, 2021 | Apr. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 |
Common stock, shares issued | 31,111,659 | 29,441,708 | 28,053,167 |
Common stock, shares outstanding | 31,111,659 | 29,441,708 | 28,053,167 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2021 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
REVENUE | $ 218,963 | $ 998,947 | $ 976,671 |
COST OF GOODS SOLD | 329,666 | 683,951 | 932,032 |
Gross profit (loss) | (110,703) | 314,996 | 44,639 |
OPERATING EXPENSES | |||
Product Delivery | 252,230 | 594,098 | 0 |
General and administrative | 838,966 | 1,506,792 | 3,358,631 |
Selling | 72,148 | 84,936 | 150,602 |
Depreciation and amortization | 99,580 | 155,171 | 172,246 |
Total operating expenses | 1,010,694 | 2,340,997 | 3,681,479 |
OTHER (INCOME) EXPENSE | |||
Interest income | 0 | 0 | (255) |
Interest expense | 28,784 | 66,951 | 22,596 |
Other (income) expense | 336,790 | (108,755) | (66,989) |
Total other (income) expense | 365,574 | (41,804) | (44,648) |
Net loss | (1,486,971) | (1,984,197) | (3,592,192) |
Less: net income attributable to non-controlling interest | 7,358 | 0 | 19,869 |
NET LOSS attributable to Lux Amber, Corp. Stockholders | $ (1,494,329) | $ (1,984,197) | $ (3,612,061) |
Basic and diluted loss per share | $ (0.05) | $ (0.06) | $ (0.14) |
Weighted average shares - basic and diluted | 28,046,859 | 30,578,463 | 26,221,108 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest | Total |
Beginning balance, shares at Dec. 31, 2018 | 25,531,293 | ||||
Beginning balance, value at Dec. 31, 2018 | $ 2,553 | $ 10,020,231 | $ (7,778,037) | $ (26,200) | $ 2,218,547 |
Warrants exercised, shares | 260,000 | ||||
Warrants exercised, value | $ 26 | 129,974 | 130,000 | ||
Common stock issued for cash, shares | 825,332 | ||||
Common stock issued for cash, value | $ 83 | 1,237,917 | 1,238,000 | ||
Options exercised, shares | 50,000 | ||||
Options exercised, value | $ 5 | 495 | 500 | ||
Notes payable converted to common stock, shares | 1,386,542 | ||||
Notes payable converted to common stock, value | $ 139 | 499,861 | 500,000 | ||
Share based compensation | 1,650,145 | 1,650,145 | |||
Net loss | (3,612,061) | 19,869 | (3,592,192) | ||
Ending balance, shares at Dec. 31, 2019 | 28,053,167 | ||||
Ending balance, value at Dec. 31, 2019 | $ 2,806 | 13,538,623 | (11,390,098) | (6,331) | 2,145,000 |
Warrants exercised, shares | |||||
Warrants exercised, value | $ (2) | (22,392) | (22,394) | ||
Exiting LXAM shares outstanding when acquired, shares | 2,000 | ||||
Exiting LXAM shares outstanding when acquired, value | |||||
Notes payable converted to common stock, shares | 1,386,541 | ||||
Notes payable converted to common stock, value | $ 139 | 499,861 | 500,000 | ||
Share based compensation | 79,001 | 79,001 | |||
Net loss | (1,494,329) | 7,358 | (1,486,971) | ||
Ending balance, shares at Apr. 30, 2020 | 29,441,709 | ||||
Ending balance, value at Apr. 30, 2020 | $ 2,943 | 14,095,093 | (12,884,427) | 1,027 | 1,214,636 |
Options exercised, shares | 20,000 | ||||
Options exercised, value | $ 2 | (2) | |||
Common stock repurchased, shares | (36,250) | ||||
Common stock repurchased, value | $ (4) | (45,309) | (45,313) | ||
Notes payable converted with interest, shares | 1,686,467 | ||||
Notes payable converted with interest, value | $ 169 | 1,507,246 | 1,507,415 | ||
Share based compensation | 178,212 | 178,212 | |||
Adjustment, shares | (267) | ||||
Adjustment, value | $ (3) | 15,190 | 15,187 | ||
Dissolution of PCNM | (1,027) | (1,027) | |||
Net loss | (1,984,197) | (1,984,197) | |||
Ending balance, shares at Apr. 30, 2021 | 31,111,659 | ||||
Ending balance, value at Apr. 30, 2021 | $ 3,107 | $ 15,750,430 | $ (14,868,624) | $ 884,913 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2021 | Dec. 31, 2019 | |
CASH FLOW FROM OPERATING ACTIVITIES | |||
Net loss | $ (1,486,971) | $ (1,984,197) | $ (3,592,192) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 99,580 | 264,216 | 172,246 |
Bad debt expense | 0 | 0 | 5,709 |
Loss on sale of asset | 1,215 | 7,683 | 35,743 |
Share based compensation | 79,001 | 178,212 | 1,650,145 |
Other expenses | 4,319 | 28,927 | 5,960 |
Gain on extinguishment of Paycheck Protection Program loans | (100,344) | ||
Accounts receivable | (21,517) | (6,106) | (39,071) |
Inventory | 14,542 | (6,006) | (76,550) |
Prepaid expenses | (7,413) | 6,711 | 26,014 |
Other current assets | 0 | 7,510 | 1,995 |
Accounts payable and accrued expenses | 280,768 | 688,551 | 518,049 |
Due to related parties | (22,455) | 123,153 | (353,855) |
Net cash used in operating activities | (1,058,931) | (791,690) | (1,645,807) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchase of licenses | 0 | 0 | (15,000) |
Expenditures for property and equipment | (65,904) | (106,292) | (218,933) |
Net cash used in investing activities | (65,904) | (106,292) | (233,933) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowing on convertible notes payable | 840,000 | 730,300 | 910,000 |
Borrowing on notes payables | 100,000 | ||
Payments on notes payable | (8,075) | (12,850) | (17,121) |
Proceeds from Paycheck Protection Program loans | 0 | 205,136 | 0 |
Proceeds from the sale of common stock | 0 | 0 | 1,238,000 |
Right of use financing lease payments | (43,853) | (128,476) | (78,113) |
Payments on the repurchase of common stock | (22,394) | (45,313) | 0 |
Proceeds from execution of warrants | 0 | 0 | 130,000 |
Proceeds from stock options exercised | 0 | 0 | 500 |
Net cash provided by financing activities | 765,678 | 848,797 | 2,183,266 |
TOTAL (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS | (359,157) | (49,185) | 303,526 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR/PERIOD | 408,338 | 49,185 | 104,812 |
CASH AND CASH EQUIVALENTS AT END OF YEAR/PERIOD | 49,185 | 0 | 408,338 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Convertible notes payable and accrued interest converted to common stock | 500,000 | 1,507,415 | 500,000 |
Non-cash trade in of vehicle and associated debt | 30,905 | 56,753 | 26,000 |
Convertible notes payable in other assets | 0 | 0 | (90,000) |
Right of use asset addition | 68,104 | 65,008 | 0 |
SUPPLEMENTAL CASH FLOW DISCLOSURES: | |||
Cash paid for interest | $ 5,232 | $ 42,791 | $ 8,842 |
Nature of Business
Nature of Business | 12 Months Ended |
Apr. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | NATURE OF BUSINESS Worldwide Specialty Chemicals Inc. (“WSC”), a Delaware corporation formed on March 26, 2014, is an international specialty chemical company. On March 26, 2020, WSC was acquired by Lux Amber, Corp. (“LAC”), a Nevada corporation and successor to WSC’s business, and WSC is now a wholly owned subsidiary of LAC. The Company’s corporate offices are located at 6136 Frisco Square Blvd., Suite 400, #237, Frisco, Texas 75034. LAC has three (3) wholly owned subsidiaries (collectively with LAC, the “Company”): Worldwide Specialty Chemicals, Inc. (“WSC”), Industrial Chem Solutions, Inc. (“ICS”), and Safeway Pest Elimination, LLC, (“SPE”), which was formed July 16, 2018. LAC and its subsidiaries serve as both producers and distributors of environmentally safe, specialty chemicals. The Company formerly held a 49% interest in PCNM LLC, a Service-Disabled Veteran owned small business that sold the Company’s products to government agencies. PCNM was legally dissolved on July 31, 2020. The Company’s products utilize all-natural and renewable resources, contain no dangerous chemicals or additives, and offer “green” solutions to its customers. ICS’ product line includes asphalt release agents, industrial cleaners, environmental remediation gels, odor control agents, and consumer friendly cleaners for a wide range of uses, including construction, environmental remediation, hazardous materials clean-up, nuclear decommissioning, industrial cleaning, and odor control. SPE’s products are designed for the elimination and control of pests. |
1. Summary of Significant Accou
1. Summary of Significant Accounting Policies | 12 Months Ended |
Apr. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting polices consistently applied in the preparation of the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP) is as follows. Basis of Consolidation The consolidated financial statements include the accounts of LAC, WSC, ICS, SPE, and PCNM. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments FASB ASC 825-10 requires disclosure of fair value information about certain financial instruments, including, but not limited to, cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, related party payables, notes payable, and Paycheck Protection Program loans. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management on April 30, 2021, 2020, and December 31, 2019. The carrying value of the financial instruments included in the Company’s financial statements approximated their fair values. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at, or approximate, fair value as of the reporting date because of their short-term nature. The carrying value of the notes payable approximates fair value as they bear market rates of interest. Basic and Diluted Net Loss Per Share Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted earnings loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items. For the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019, approximately 82,668, 82,668, and 82,668 common stock warrants, respectively, and 6,519,750, 6,469,750 and 6,366,417 common stock options, respectively, were not added to the diluted average shares because inclusion of such warrants and options would be antidilutive. Cash and Cash Equivalents The Company considers all highly liquid investments with an initial maturity of three months or less, when purchased, to be cash equivalents. The Company maintains cash balances at several financial institutions located throughout the United States, which at times may exceed insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivables are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management's judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable, and current economic conditions. The determination of the collectability of amounts due requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer account, and the financial condition of the Company’s customers. Based on a review of these factors, the Company establishes or adjusts the allowance for specific customers and the accounts receivable portfolio as a whole. On April 30, 2021 and 2020, and December 31, 2019, the allowance for doubtful accounts was $0. Revenue Recognition Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing service. Revenue from product sold is recognized when obligations with the customer are satisfied, which generally occurs with the transfer or delivery of the product, signifying the point in time when the customer obtains control of the promised goods. Our performance obligation is delivering the product to the customer; and therefore, the transaction price, which is stated on the invoice, is allocated 100% to the sole performance obligation of product delivery. For the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019, all revenue was from products sold. Our sales policies do not provide for general rights of return, and payment is due net of 15 days. We do not record estimated reductions to revenue for customer programs and incentive offerings including pricing arrangements, promotions, and other volume-based incentives at the time of the sale. We also do not record estimated reserves for product returns and credits at the time of sale and anticipated uncollectible accounts. Sales Taxes Sales (and similar) taxes that are imposed on the Company's sales and collected from customers are excluded from revenues. Shipping and Handling Costs Costs for shipping and handling activities, including those activities that occur subsequent to transfer of control to the customer, are recorded as cost of sales and are expensed as incurred. The Company accrues costs for shipping and handling activities that occur after control of the promised good has transferred to the customer. Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in first-out basis. The carrying value of inventory is reduced for estimated obsolescence. The Company evaluates the inventory carrying value for potential excess and obsolete inventory exposures by analyzing historical and anticipated demand. The following table sets forth the components of the Company’s inventory balances as of: April 30, April 30, December 31, Finished goods $ 93,203 $ 92,568 $ 89,033 Raw materials 61,298 55,927 74,004 Obsolescence (17,290 ) (17,290 ) (17,290 ) $ 137,211 $ 131,205 $ 145,747 Fixed Assets Fixed assets consist of furniture, fixtures and office equipment, vehicles and trailers, equipment and leasehold improvements that are stated at cost, less accumulated depreciation. Depreciation is provided in amounts sufficient to relate the cost of depreciable assets to earnings over their estimated service lives (3 – 10 years) under the straight-line method. Maintenance and repairs are charged to earnings as incurred; major repairs and replacements are capitalized. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Goodwill Goodwill represents the difference between the enterprise value/cash paid less the fair value of all recognized net asset fair values including identifiable intangible asset values in a business combination. The Company reviews goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The Company considered the current and expected future economic and market conditions surrounding COVID-19 and its impact on the reporting unit. As a result of the certain business developments and changes in the Company's long-term projections, during the fourth quarter of fiscal 2021, the Company concluded a triggering event had occurred that required an impairment assessment to be performed. The qualitative assessment thresholds were not met. The Company calculated the quantitative impairment test of using the implied fair market value using market data and concluded there was no goodwill impairment loss. Based on annual testing, the Company has determined that there was no goodwill impairment in Fiscal 2021, 2020 or 2019. The Company first evaluates qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount, including goodwill. If after qualitatively assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then further testing is unnecessary. If after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company then estimates the fair value of the reporting unit and compares the fair value of the reporting unit with its carrying amount, including goodwill, as discussed below. The quantitative goodwill impairment test involves a two-step process. In the first step, the Company compares the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. Share-Based Compensation The Company recognizes compensation expense for all share-based payments in accordance with FASB Codification Topic 718, Compensation — Stock Compensation, (ASC 718). Under the fair value recognition provisions of ASC 718, the Company recognizes share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award. The fair value at the measurement date of stock options is estimated using the Black-Scholes option-pricing model. Compensation expense is recognized on a straight-line basis over the vesting period based on the estimated number of stock options that are expected to vest. Income Taxes The Company accounts for Federal and state income taxes using the asset and liability approach for financial accounting and reporting for income taxes based on tax effects of differences between the financial statement and tax basis of assets and liabilities. The Company accounts for all uncertain tax positions in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 740 – Income Taxes (“ASC 740”). ASC 740 provides guidance on de-recognition, classification, interest and penalties and disclosure related to uncertain income tax positions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. There were no accrued interest or penalties as of April 30, 2021 and 2020, and December 31, 2019. From time to time, the Company may be audited by taxing authorities. These audits could result in proposed assessments of additional taxes. The Company believes that its tax positions comply in all material respects with applicable tax law. However, tax law is subject to interpretation, and interpretations by taxing authorities could be different from those of the Company, which could result in the imposition of additional taxes. The Company’s federal returns since 2016 are still subject to examination by taxing authorities. License Fee ICS pays 10% of the net selling price of $9.50 a gallon to CBI, as a mutually acceptable license fee. E. Thomas Layton, Chairman and CEO of LAC, is also the Chairman and CEO and controlling shareholder of CBI. During the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019, the Company incurred $2,015, $590, and $3,307 of license fees for those sales to CBI. As of April 30, 2021, the Company owed $1,670 which is reported in accounts payable on the balance sheet. Advertising Costs The Company recognizes expenses for advertising costs as they are incurred. Advertising costs were $24,589, $12,538, and $22,099 for the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred substantial operating losses, resulting in an accumulated deficit of $14,868,624 on April 30, 2021. The Company has a working capital deficit of $1,997,246 as of April 30, 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are being issued. Accordingly, the Company is arranging for additional financing to fully implement its business plan, including continued growth and establishment of a stronger brand. The Company is actively seeking growth of its service offerings, both organically and via new client relationships. In the ordinary course of the Company’s business, management is trying to raise additional capital through sales of common stock as well as seeking debt financing from third parties. There are current indications that additional financing will be available on favorable terms. If additional financing is not available, the Company will need to reduce salaries, defer or cancel development programs, planned initiatives and overhead expenditures. The failure to adequately fund its capital requirements could have a material adverse effect on the Company’s business, financial condition, and results of operations, including potential discontinuance of operations. Moreover, the sale of additional equity securities to raise financing will result in additional dilution to the Company’s stockholders. Additionally, incurring additional indebtedness could involve an increased debt service cash obligation, as well as the imposition of covenants that restrict the Company’s operations or the Company’s ability to perform on its current debt service requirements. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. While the Company recognizes the significant impact of additional financing, the Company is a smaller reporting company serving large and growing markets and it will continue to sell securities and enter into financing programs which are deemed to be prudent. Recently Issued Accounting Pronouncements Pronouncements Recently Adopted In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill impairment Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses, which amends how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income, which applies to trade accounts receivable and the calculation of the allowance for uncollectible accounts receivable. The new standard will become effective for the Company for annual and interim periods beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this accounting guidance will have on the consolidated financial statements. |
2. Accounts Receivable
2. Accounts Receivable | 12 Months Ended |
Apr. 30, 2021 | |
Receivables [Abstract] | |
Accounts Receivable | 2. ACCOUNTS RECEIVABLE Accounts receivables relate to trade receivables from product sales made by the Company. Accounts receivables consist of the following on: April 30, April 30, December 31, Trade receivables $ 112,982 $ 106,876 $ 85,359 |
3. Notes Payable
3. Notes Payable | 12 Months Ended |
Apr. 30, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | 3. NOTES PAYABLE Convertible Promissory Notes Payable Throughout August 2019, the Company issued $500,000 of convertible debentures. The debentures were convertible into shares of the Company's common stock at the maturity date of November 15, 2019 and pay any unpaid interest at a rate of 8%. On November 15, 2019, the debentures were converted into 1,386,542 shares of common stock at a rate of $0.3606093 per share. Accrued interest paid amounted to $7,310. During the transition period ended April 30, 2020, the Company issued a third round of convertible debentures in the principal amount of $750,000. The debentures were convertible into shares of the Company's common stock at the maturity date of June 15, 2020 and pay any unpaid interest at a rate of 8%. As of April 30, 2021, the debentures noted above had been converted to 872,093 shares of common stock at a price of $0.86 per share and the accrued interest unpaid amount of $13,326 was converted into 15,495 shares of common stock at a price of $0.86 per share. The remaining $1,666 of accrued interest was paid as of August 11, 2020. During the year ended April 30, 2021, the Company issued a fourth round of convertible debentures in the principal amount of $525,500. The debentures were convertible into shares of the Company’s common stock at the maturity date of September 15, 2020, and pay any unpaid interest at a rate of 8%. The debentures were converted into 611,047 shares of common stock at a price of $0.86 per share and the accrued interest unpaid amount of $16,459 was converted into 19,138 shares of common stock at a price of $0.86 per share During the year ended April 30, 2021, the Company issued a fifth round of convertible debentures in the principal amount of $204,800. The debentures were convertible into shares of the Company’s common stock at the maturity date of January 15, 2021 and pay any unpaid interest at a rate of 8%. This round of debentures was converted 163,890 shares of common stock at a price of $1.25 per share and accrued interest of $2,074 was converted into 1,660 shares of common stock at a price of $1.25 per share. Vehicles and Equipment Notes Payable The Company has one note payable relating to the purchase of a Company vehicle as of April 30, 2021. The balance outstanding under the note payable was $27,624 as of April 30, 2021. The note payable bears interest of 5.99% with principal and interest due monthly. The note matures in September 2023. The Company had the same note payable relating to the purchase of a Company vehicles as of April 30, 2020. The balance outstanding under the note payable was $40,474 on April 30, 2020, and $48,549 on December 31, 2019. The Company’s future minimum principal payments related to the vehicle as of April 30, 2021, are as follows: 2021 $ 12,889 2022 12,889 2023 1,846 $ 27,624 Other Notes Payable On May 8, 2020, the Company received $100,344 from the Paycheck Protection Program. This PPP loan has a two-year term and bears interest at a rate of 1% per annum and does not require collateral. The loan was fully forgiven in November of 2020 by the SBA and a gain on extinguishment of debt of $100,344 was recorded within other income on the accompanying consolidated statements of operations. On February 01, 2021, the Company received $50,000 from an investor and in turn issued a promissory note with an 8% interest rate, with collateral of 8 drag slat application units, and is to be paid in full by February 28, 2022. During the year ended April 30, 2021, the Company had paid $666 in interest for this note. On February 11, 2021, WSC received $40,625 from the Paycheck Protection Program. The PPP Loan has a five-year term and bears interest at a rate of 1% per annum and does not require collateral. Monthly principal and interest payments are deferred for ten months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. WSC has not yet applied for forgiveness but believes it will be forgiven. On February 14, 2021, ICS received $48,510 from the Paycheck Protection Program. The PPP Loan has a five-year term and bears interest at a rate of 1% per annum and does not require collateral. Monthly principal and interest payments are deferred for ten months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. ICS has not yet applied for forgiveness but believes it will be forgiven. On March 16, 2021, SPE received $15,657 from the Paycheck Protection Program. The PPP Loan has a five-year term and bears interest at a rate of 1% per annum and does not require collateral. Monthly principal and interest payments are deferred for ten months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. SPE has not yet applied for forgiveness but believes it will be forgiven. On April 19, 2021, the Company received $50,000 from an investor and in turn issued a promissory note with an 8% interest rate to reduce debt. This note does not require collateral and is to be paid in full by May 19, 2022. |
4. Accrued Expenses
4. Accrued Expenses | 12 Months Ended |
Apr. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 4. ACCRUED EXPENSES Accrued expenses, consisting of accrued salaries for officers and executive management, include the following balance on April 30, 2021 and 2020, and December 31, 2019: April 30, 2021 April 30, 2020 December 31, 2019 Accrued Compensation $ 934,104 $ 469,004 $ 237,000 Other Accrued Expenses 267,464 336,849 409,410 $ 1,201,568 $ 805,853 $ 646,410 |
5. Income Taxes
5. Income Taxes | 12 Months Ended |
Apr. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. INCOME TAXES The Company elected C Corporation tax status upon inception in 2014. Net operating losses (“NOL”) totaled $14,873,076 as of April 30, 2021, and it may be carried forward to offset future taxable income. As future taxable income is uncertain, a full valuation allowance has been recorded and accordingly, no current provision for income tax has been recorded in the accompanying statements of operations. NOL carry-forward benefits begin to expire in 2035. The following table summarizes the difference between the actual tax provision and the amounts obtained by applying the statutory tax rates to the income or loss before income taxes for the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019: April 30, April 30, December 31, Tax benefit calculated at statutory rate 21.00% 21.00% 21.00% Expense not deductible (0.07 ) (0.06 ) (0.15 ) Changes to valuation allowance (20.93 ) (20.94 ) (20.85 ) Provision for income taxes 0% 0% 0% A deferred tax liability or asset is determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. Deferred tax expense or benefit in the accompanying consolidated statements of operations are the result of changes in the assets and liabilities for deferred taxes. The measurement of deferred tax assets is reduced, if necessary, by the amount for any tax benefits that, based on available evidence, are not expected to be realized. Income tax expense is the current tax payable or refundable for the year plus or minus the net change in the deferred tax assets and liabilities. Deferred income taxes of the Company arise from the temporary differences between financial statement and income tax recognition of NOL carry-forwards. The deferred tax assets and liabilities in the accompanying consolidated balance sheets include the following components: April 30, April 30, December 31, Net non-current deferred tax assets (liabilities): Net operating loss carry-forward $ 3,123,346 $ 2,739,937 $ 2,418,457 Fixed assets (40,325 ) 13,929 23,147 Intangible assets 8,518 (9,293 ) (10,067 ) Net 3,074,502 2,744,573 2,431,537 Less valuation allowance (3,074,502 ) (2,744,573 ) (2,431,537 ) Net deferred taxes $ – $ – $ – |
6. Commitments, Contingencies a
6. Commitments, Contingencies and Concentrations | 12 Months Ended |
Apr. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Concentrations | 6. COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS Impact of COVID-19 Continued impacts of the pandemic have had a material adverse impact on our revenues, earnings, liquidity, and cash flows, and may require additional actions in response, including, but not limited to, employee layoffs, reduced production, or further expense reductions, all in an effort to mitigate such impacts. The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration of the spread of the outbreak within the U.S., and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted. This situation is rapidly changing and additional impacts to the business may arise that we are not aware of currently. While the disruption is currently expected to be temporary, there is uncertainty around the duration. The ultimate impact of the pandemic on the Company’s results of operations, financial position, liquidity, or capital resources cannot be reasonably estimated at this time. Leases The Company adopted the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) ASU 2016-02, Leases on January 1, 2019, on a modified retrospective basis. The initial adoption of the standard recognized right-of-use assets of $493,832 and lease liabilities of $498,361 on the Company’s consolidated balance sheet with no impact on the Company's results of operations. The Company elected the hindsight practical expedient and the package of practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs for all leases. As of April 30, 2021, the weighted average remaining lease term and weighted average discount rate for financing leases was 2 years and 4.03%, respectively. The Company's future financing lease obligations that have not yet commenced are immaterial. For the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019, the Company's cash paid for financing leases was $132,028, $40,757, and $77,618, and short-term lease costs were $0, $0, and $82,579, respectively. The Company incurred $151,163 and $32,925 for amortization and interest expenses during the year ended April 30, 2021. The Company incurred $46,982 and $10,736 for amortization and interest expenses for the transition period ended April 30, 2020, and incurred $151,504 and $8,357 for amortization and interest expenses for the year ended December 31, 2019. The Company’s undiscounted annual future minimum lease payments as of April 30, 2021, consist of: 2022 $ 170,583 2023 89,925 2024 14,916 2025 14,134 Total lease payments 289,558 Interest (18,339 ) Present value of lease liabilities $ 271,219 Concentrations For the year ended April 30, 2021, the Company had two customers that represented 13% and 24% of total sales. For the transition period ended April 30, 2020, the Company had one customer that represented 12% of total sales. For the year ended December 31, 2019, the Company had two customers that represented 19% and 14% of total sales. As of April 30, 2021, the Company had two customers that accounted for 13% and 24%, respectively of accounts receivable. As of April 30, 2020, the Company had two customers that accounted for 30% and 11%, respectively of accounts receivable. As of December 31, 2019, the Company had three customers that accounted for 38%, 22%, and 15% of accounts receivable. The loss of these customers could have a material adverse effect on the Company. |
7. Stockholders' Equity
7. Stockholders' Equity | 12 Months Ended |
Apr. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 7. STOCKHOLDERS’ EQUITY Common Stock As of April 30, 2021, and 2020, and December 31, 2019, the authorized share capital of the Company consisted of 75,000,000 shares of common stock with $0.0001 par value. No other classes of stock are authorized. Warrants On March 31, 2017, the Company issued 600,000 warrants at an exercise price of $.50 for services provided to a consultant. The warrants expire on March 31, 2024. The fair value of these warrants upon issuance was $302. There were 260,000 warrants exercised during the year ended December 31, 2019, at $.50 per share for a total cash amount of $130,000. As of April 30, 2021, and 2020, December 31, 2019, there were 82,668 common stock warrants outstanding, respectively, with an exercise price of $0.50. Period Beg. Balance Issued Exercised Expired End. Balance Q1 2019 342,668 – – – 342,668 Q2 2019 342,668 – 70,000 – 272,668 Q3 2019 272,668 – 190,000 – 82,668 Q4 2019 82,668 – – – 82,668 April 30, 2020 82,668 – – – 82,668 April 30, 2021 82,668 – – – 82,668 Stock option plan Effective February 1, 2017, the Company established the 2016 Stock Option Plan (the “Plan”). The Board of Directors of the Company has the authority and discretion to grant stock options. The maximum number of shares of stock that may be issued pursuant to the exercise of options under the Plan is 10,000,000. Eligible individuals include any employee or director of the Company and any consultant providing services to the Company. The expiration date and exercise price for each stock option grant are as established by the Board of Directors of the Company. No option may be issued under the Plan after February 1, 2027. On March 18, 2018, the Plan was amended to increase the maximum number of shares of stock that may be issued to 5,000,000. On July 10, 2018, the Plan was amended to increase the maximum number of shares of stock that may be issued to 5,500,000. In November of 2019, the Plan was further amended to increase the shares of stock that may be issued to 10,000,000. During Fiscal 2021, the Company issued 20,000 shares of common stock upon the cashless exercise of 50,000 stock options. Stock option activity for the year ended April 30, 2021, is summarized as follows: Shares Under Option Price Per Share Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - beginning of year 7,309,750 $ 0.00 - 1.50 $ 1.18 113 months Granted – – – Exercised (50,000 ) 0.02 1.50 Canceled or expired – – – Outstanding - end of year 7,289,750 $ 0.00 - 1.50 $ 1.11 95 months Exercisable - end of year 6,259,750 $ 0.92 83 months Stock option activity during the transition period ended April 30, 2020, is summarized as follows: Shares Under Option Price Per Share Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - beginning of period 7,309,750 $ 0.00 - 1.50 $ 1.18 117 months Granted – – – Exercised – – – Canceled or expired – – – Outstanding - end of period 7,309,750 $ 0.00 - 1.50 $ 1.18 113 months Exercisable - end of period 6,469,750 $ 0.91 95 months Stock option activity during the year ended December 31, 2019, is summarized as follows: Shares Under Option Price Per Share Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - beginning of year 5,059,750 $ 0.00 - 1.50 $ 0.39 104 months Granted 2,300,000 1.50 $ 1.50 Exercised (50,000 ) 0.01 $ 0.01 Canceled or expired – – – Outstanding - end of year 7,309,750 $ 0.00 - 1.50 $ 1.18 117 months Exercisable - end of year 6,366,417 $ 0.91 99 months The fair value of each option grant is calculated using the following assumptions: April 30, April 30, December 31, Expected life – years NA NA 3.25 – 5 Interest rate NA NA 1.60-2.56% Volatility NA NA 71.70% Dividend yield –% –% –% Aggregate intrinsic value for all options outstanding as of April 30, 2021, and 2020, and December 31, 2019, respectively, was $2,831,303, $2,339,120, and $2,339,120. Aggregate intrinsic value for all options exercisable as of April 30, 2021, April 30, 2020, and December 31, 2019, respectively, was $3,781,455, $3,817,152, and $3,756,186. Total share-based compensation expense (including stock grants) included in salaries and wages was $178,212 and $79,001 for the year ended April 30, 2021, the transition period ended April 30, 2020, respectively, and the year ended December 31, 2019, was $1,650,145. Unamortized share-based compensation expense as of April 30, 2021, amounted to $282,169, which is expected to be recognized over the next 19 months. |
8. Related Party Transactions
8. Related Party Transactions | 12 Months Ended |
Apr. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. RELATED PARTY TRANSACTIONS Throughout the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019, the Company incurred consulting fees of $468,933, $217,000, and $299,710, respectively, to three current shareholders. The unpaid balance due was $160,696, $176,000, and $80,000 as of April 30, 2021, April 30, 2020, and December 31, 2019, respectively, and is included in accounts payable in the accompanying consolidated balance sheets. The Company has a consulting agreement with an entity owned by an officer of the Company. During the year ended April 30, 2021, the Company paid this entity $8,000 and owes $72,000 to the same entity. During the four-month transition period April 30, 2020, and December 31, 2019, the Company paid $24,000 and $75,262 to the same entity. The Company is in effect a sales representative of CBI pursuant to the Exclusive Patent License Agreement between the Company and CBI. CBI and the Company are companies under the common control of E. Thomas Layton, the Company’s chairman and chief executive officer. There are no other transactions or contracts between CBI and the Company other than those discussed in this report. During the year ended April 30, 2021, the transition period April 30, 2020, and the year ended December 31,2019 the Company incurred $2,015, $590, and $3,307 license fees for those sales to CBI. At the year ended April 30, 2021, the Company owed $1,670 which is reported in accounts payable on the consolidated balance sheet. One separate related party is allowing the Company to rent vehicles for a monthly fee of $1,650 and $2,957. For the year ended April 30, 2021, the Company paid a total of $19,393 and $35,484 for those vehicles. For the transition period ended April 30, 2020, the Company paid a total of $17,991 and $30,695 for those same vehicles. During the year ended April 30, 2021, the Company has received $80,255 in advances from the CEO for working capital. During the transition period ended April 30, 2020, the Company had outstanding payables to the CEO of $208,756 and $85,608 respectively. |
9. Subsequent Events
9. Subsequent Events | 12 Months Ended |
Apr. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. SUBSEQUENT EVENTS As of April 30, 2021, Robert Moreland resigned as President of Industrial Chem Solutions, Inc. In May of 2021, the Company received $75,000 and in exchange therefor, issued a promissory note to be paid back in October 2021 with an 8% interest rate due monthly. Effective May 1, 2021, Mr. Layton and Mr. Williams entered into revised employment agreements with the Company, providing for monthly compensation of $6,346 ($165,000 per year) for Mr. Layton and $5,679 ($150,000 per year) for Mr. Williams. In June 2021, the Company received $52,000 and in exchange therefor, issued a promissory note to be paid back in October 2021 with an 8% interest rate due monthly. As of June 7, 2021, the Company appointed Walton Anderson Ashwander, Jr. as President of the Company. He will be awarded a stock option grant of 500,000 shares. As of June 28, 2021, the Company entered into a Marketing Partnership Agreement with Blackstone Marketing Group for the sales and marketing of SpectraKill disinfectants. On July 23 rd On August 1 st On September 6, 2021, Walton Anderson Ashwander, Jr. was appointed to the Board of Directors of the Company. |
1. Summary of Significant Acc_2
1. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Apr. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of LAC, WSC, ICS, SPE, and PCNM. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 825-10 requires disclosure of fair value information about certain financial instruments, including, but not limited to, cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, related party payables, notes payable, and Paycheck Protection Program loans. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management on April 30, 2021, 2020, and December 31, 2019. The carrying value of the financial instruments included in the Company’s financial statements approximated their fair values. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are carried at, or approximate, fair value as of the reporting date because of their short-term nature. The carrying value of the notes payable approximates fair value as they bear market rates of interest. |
Basic and Diluted Net Loss Per Share | Basic and Diluted Net Loss Per Share Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted earnings loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items. For the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019, approximately 82,668, 82,668, and 82,668 common stock warrants, respectively, and 6,519,750, 6,469,750 and 6,366,417 common stock options, respectively, were not added to the diluted average shares because inclusion of such warrants and options would be antidilutive. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an initial maturity of three months or less, when purchased, to be cash equivalents. The Company maintains cash balances at several financial institutions located throughout the United States, which at times may exceed insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivables are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management's judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable, and current economic conditions. The determination of the collectability of amounts due requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer account, and the financial condition of the Company’s customers. Based on a review of these factors, the Company establishes or adjusts the allowance for specific customers and the accounts receivable portfolio as a whole. On April 30, 2021 and 2020, and December 31, 2019, the allowance for doubtful accounts was $0. |
Revenue Recognition | Revenue Recognition Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing service. Revenue from product sold is recognized when obligations with the customer are satisfied, which generally occurs with the transfer or delivery of the product, signifying the point in time when the customer obtains control of the promised goods. Our performance obligation is delivering the product to the customer; and therefore, the transaction price, which is stated on the invoice, is allocated 100% to the sole performance obligation of product delivery. For the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019, all revenue was from products sold. Our sales policies do not provide for general rights of return, and payment is due net of 15 days. We do not record estimated reductions to revenue for customer programs and incentive offerings including pricing arrangements, promotions, and other volume-based incentives at the time of the sale. We also do not record estimated reserves for product returns and credits at the time of sale and anticipated uncollectible accounts. |
Sales Taxes | Sales Taxes Sales (and similar) taxes that are imposed on the Company's sales and collected from customers are excluded from revenues. Shipping and Handling Costs Costs for shipping and handling activities, including those activities that occur subsequent to transfer of control to the customer, are recorded as cost of sales and are expensed as incurred. The Company accrues costs for shipping and handling activities that occur after control of the promised good has transferred to the customer. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in first-out basis. The carrying value of inventory is reduced for estimated obsolescence. The Company evaluates the inventory carrying value for potential excess and obsolete inventory exposures by analyzing historical and anticipated demand. The following table sets forth the components of the Company’s inventory balances as of: April 30, April 30, December 31, Finished goods $ 93,203 $ 92,568 $ 89,033 Raw materials 61,298 55,927 74,004 Obsolescence (17,290 ) (17,290 ) (17,290 ) $ 137,211 $ 131,205 $ 145,747 |
Fixed Assets | Fixed Assets Fixed assets consist of furniture, fixtures and office equipment, vehicles and trailers, equipment and leasehold improvements that are stated at cost, less accumulated depreciation. Depreciation is provided in amounts sufficient to relate the cost of depreciable assets to earnings over their estimated service lives (3 – 10 years) under the straight-line method. Maintenance and repairs are charged to earnings as incurred; major repairs and replacements are capitalized. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in operations. |
Goodwill | Goodwill Goodwill represents the difference between the enterprise value/cash paid less the fair value of all recognized net asset fair values including identifiable intangible asset values in a business combination. The Company reviews goodwill for impairment annually during the fourth quarter or whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The Company considered the current and expected future economic and market conditions surrounding COVID-19 and its impact on the reporting unit. As a result of the certain business developments and changes in the Company's long-term projections, during the fourth quarter of fiscal 2021, the Company concluded a triggering event had occurred that required an impairment assessment to be performed. The qualitative assessment thresholds were not met. The Company calculated the quantitative impairment test of using the implied fair market value using market data and concluded there was no goodwill impairment loss. Based on annual testing, the Company has determined that there was no goodwill impairment in Fiscal 2021, 2020 or 2019. The Company first evaluates qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount, including goodwill. If after qualitatively assessing the totality of events or circumstances, the Company determines that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then further testing is unnecessary. If after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company then estimates the fair value of the reporting unit and compares the fair value of the reporting unit with its carrying amount, including goodwill, as discussed below. The quantitative goodwill impairment test involves a two-step process. In the first step, the Company compares the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. |
Share-Based Compensation | Share-Based Compensation The Company recognizes compensation expense for all share-based payments in accordance with FASB Codification Topic 718, Compensation — Stock Compensation, (ASC 718). Under the fair value recognition provisions of ASC 718, the Company recognizes share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award. The fair value at the measurement date of stock options is estimated using the Black-Scholes option-pricing model. Compensation expense is recognized on a straight-line basis over the vesting period based on the estimated number of stock options that are expected to vest. |
Income Taxes | Income Taxes The Company accounts for Federal and state income taxes using the asset and liability approach for financial accounting and reporting for income taxes based on tax effects of differences between the financial statement and tax basis of assets and liabilities. The Company accounts for all uncertain tax positions in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 740 – Income Taxes (“ASC 740”). ASC 740 provides guidance on de-recognition, classification, interest and penalties and disclosure related to uncertain income tax positions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. There were no accrued interest or penalties as of April 30, 2021 and 2020, and December 31, 2019. From time to time, the Company may be audited by taxing authorities. These audits could result in proposed assessments of additional taxes. The Company believes that its tax positions comply in all material respects with applicable tax law. However, tax law is subject to interpretation, and interpretations by taxing authorities could be different from those of the Company, which could result in the imposition of additional taxes. The Company’s federal returns since 2016 are still subject to examination by taxing authorities. |
License Fee | License Fee ICS pays 10% of the net selling price of $9.50 a gallon to CBI, as a mutually acceptable license fee. E. Thomas Layton, Chairman and CEO of LAC, is also the Chairman and CEO and controlling shareholder of CBI. During the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019, the Company incurred $2,015, $590, and $3,307 of license fees for those sales to CBI. As of April 30, 2021, the Company owed $1,670 which is reported in accounts payable on the balance sheet. |
Advertising Costs | Advertising Costs The Company recognizes expenses for advertising costs as they are incurred. Advertising costs were $24,589, $12,538, and $22,099 for the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019. |
Going Concern | Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred substantial operating losses, resulting in an accumulated deficit of $14,868,624 on April 30, 2021. The Company has a working capital deficit of $1,997,246 as of April 30, 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are being issued. Accordingly, the Company is arranging for additional financing to fully implement its business plan, including continued growth and establishment of a stronger brand. The Company is actively seeking growth of its service offerings, both organically and via new client relationships. In the ordinary course of the Company’s business, management is trying to raise additional capital through sales of common stock as well as seeking debt financing from third parties. There are current indications that additional financing will be available on favorable terms. If additional financing is not available, the Company will need to reduce salaries, defer or cancel development programs, planned initiatives and overhead expenditures. The failure to adequately fund its capital requirements could have a material adverse effect on the Company’s business, financial condition, and results of operations, including potential discontinuance of operations. Moreover, the sale of additional equity securities to raise financing will result in additional dilution to the Company’s stockholders. Additionally, incurring additional indebtedness could involve an increased debt service cash obligation, as well as the imposition of covenants that restrict the Company’s operations or the Company’s ability to perform on its current debt service requirements. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. While the Company recognizes the significant impact of additional financing, the Company is a smaller reporting company serving large and growing markets and it will continue to sell securities and enter into financing programs which are deemed to be prudent. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Pronouncements Recently Adopted In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill impairment Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses, which amends how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income, which applies to trade accounts receivable and the calculation of the allowance for uncollectible accounts receivable. The new standard will become effective for the Company for annual and interim periods beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this accounting guidance will have on the consolidated financial statements. |
1. Summary of Significant Acc_3
1. Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Apr. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of inventory | The following table sets forth the components of the Company’s inventory balances as of: April 30, April 30, December 31, Finished goods $ 93,203 $ 92,568 $ 89,033 Raw materials 61,298 55,927 74,004 Obsolescence (17,290 ) (17,290 ) (17,290 ) $ 137,211 $ 131,205 $ 145,747 |
2. Accounts Receivable (Tables)
2. Accounts Receivable (Tables) | 12 Months Ended |
Apr. 30, 2021 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Accounts receivables relate to trade receivables from product sales made by the Company. Accounts receivables consist of the following on: April 30, April 30, December 31, Trade receivables $ 112,982 $ 106,876 $ 85,359 |
3. Notes Payable (Tables)
3. Notes Payable (Tables) | 12 Months Ended |
Apr. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of future minimum debt payments | The Company’s future minimum principal payments related to the vehicle as of April 30, 2021, are as follows: 2021 $ 12,889 2022 12,889 2023 1,846 $ 27,624 |
4. Accrued Expenses (Tables)
4. Accrued Expenses (Tables) | 12 Months Ended |
Apr. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses, consisting of accrued salaries for officers and executive management, include the following balance on April 30, 2021 and 2020, and December 31, 2019: April 30, 2021 April 30, 2020 December 31, 2019 Accrued Compensation $ 934,104 $ 469,004 $ 237,000 Other Accrued Expenses 267,464 336,849 409,410 $ 1,201,568 $ 805,853 $ 646,410 |
5. Income Taxes (Tables)
5. Income Taxes (Tables) | 12 Months Ended |
Apr. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax reconciliation | The following table summarizes the difference between the actual tax provision and the amounts obtained by applying the statutory tax rates to the income or loss before income taxes for the year ended April 30, 2021, the transition period ended April 30, 2020, and the year ended December 31, 2019: April 30, April 30, December 31, Tax benefit calculated at statutory rate 21.00% 21.00% 21.00% Expense not deductible (0.07 ) (0.06 ) (0.15 ) Changes to valuation allowance (20.93 ) (20.94 ) (20.85 ) Provision for income taxes 0% 0% 0% |
Schedule of deferred taxes | The deferred tax assets and liabilities in the accompanying consolidated balance sheets include the following components: April 30, April 30, December 31, Net non-current deferred tax assets (liabilities): Net operating loss carry-forward $ 3,123,346 $ 2,739,937 $ 2,418,457 Fixed assets (40,325 ) 13,929 23,147 Intangible assets 8,518 (9,293 ) (10,067 ) Net 3,074,502 2,744,573 2,431,537 Less valuation allowance (3,074,502 ) (2,744,573 ) (2,431,537 ) Net deferred taxes $ – $ – $ – |
6. Commitments, Contingencies_2
6. Commitments, Contingencies and Concentrations (Tables) | 12 Months Ended |
Apr. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | The Company’s undiscounted annual future minimum lease payments as of April 30, 2021, consist of: 2022 $ 170,583 2023 89,925 2024 14,916 2025 14,134 Total lease payments 289,558 Interest (18,339 ) Present value of lease liabilities $ 271,219 |
7. Stockholders' Equity (Tables
7. Stockholders' Equity (Tables) | 12 Months Ended |
Apr. 30, 2021 | |
Equity [Abstract] | |
Schedule of warrants | Period Beg. Balance Issued Exercised Expired End. Balance Q1 2019 342,668 – – – 342,668 Q2 2019 342,668 – 70,000 – 272,668 Q3 2019 272,668 – 190,000 – 82,668 Q4 2019 82,668 – – – 82,668 April 30, 2020 82,668 – – – 82,668 April 30, 2021 82,668 – – – 82,668 |
Schedule of option activity | Stock option activity for the year ended April 30, 2021, is summarized as follows: Shares Under Option Price Per Share Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - beginning of year 7,309,750 $ 0.00 - 1.50 $ 1.18 113 months Granted – – – Exercised (50,000 ) 0.02 1.50 Canceled or expired – – – Outstanding - end of year 7,289,750 $ 0.00 - 1.50 $ 1.11 95 months Exercisable - end of year 6,259,750 $ 0.92 83 months Stock option activity during the transition period ended April 30, 2020, is summarized as follows: Shares Under Option Price Per Share Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - beginning of period 7,309,750 $ 0.00 - 1.50 $ 1.18 117 months Granted – – – Exercised – – – Canceled or expired – – – Outstanding - end of period 7,309,750 $ 0.00 - 1.50 $ 1.18 113 months Exercisable - end of period 6,469,750 $ 0.91 95 months Stock option activity during the year ended December 31, 2019, is summarized as follows: Shares Under Option Price Per Share Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - beginning of year 5,059,750 $ 0.00 - 1.50 $ 0.39 104 months Granted 2,300,000 1.50 $ 1.50 Exercised (50,000 ) 0.01 $ 0.01 Canceled or expired – – – Outstanding - end of year 7,309,750 $ 0.00 - 1.50 $ 1.18 117 months Exercisable - end of year 6,366,417 $ 0.91 99 months |
Schedule of assumptions | The fair value of each option grant is calculated using the following assumptions: April 30, April 30, December 31, Expected life – years NA NA 3.25 – 5 Interest rate NA NA 1.60-2.56% Volatility NA NA 71.70% Dividend yield –% –% –% |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies (Details - Inventory) - USD ($) | Apr. 30, 2021 | Apr. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Finished goods, gross | $ 93,203 | $ 92,568 | $ 89,033 |
Raw materials, gross | 61,298 | 55,927 | 74,004 |
Inventory obsolescence | (17,290) | (17,290) | (17,290) |
Inventory, net | $ 137,211 | $ 131,205 | $ 145,747 |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2021 | Dec. 31, 2019 | |
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 |
Advertising expense | 12,538 | 24,589 | 22,099 |
Accumulated deficit | (12,884,427) | (14,868,624) | (11,390,098) |
Working capital deficit | (1,997,246) | ||
Goodwill impairment | 0 | 0 | 0 |
License fees | $ 590 | 2,015 | $ 3,307 |
Accounts payable | $ 1,670 | ||
Warrants [Member] | |||
Antidilutive shares | 82,668 | 82,668 | 82,668 |
Options [Member] | |||
Antidilutive shares | 6,469,750 | 6,519,750 | 6,366,417 |
2. Accounts Receivable (Details
2. Accounts Receivable (Details) - USD ($) | Apr. 30, 2021 | Apr. 30, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | |||
Accounts receivable | $ 112,982 | $ 106,876 | $ 85,359 |
3. Notes Payable (Details - Min
3. Notes Payable (Details - Minimum debt payments) | Apr. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 12,889 |
2022 | 12,889 |
2023 | 1,846 |
Total future minimum payments | $ 27,624 |
3. Notes Payable (Details Narra
3. Notes Payable (Details Narrative) - USD ($) | Feb. 11, 2021 | Mar. 08, 2020 | Apr. 19, 2021 | Mar. 16, 2021 | Feb. 14, 2021 | Feb. 02, 2021 | Nov. 30, 2020 | Apr. 30, 2020 | Aug. 31, 2019 | Apr. 30, 2020 | Nov. 15, 2019 | Apr. 30, 2021 | Dec. 31, 2019 | Aug. 11, 2020 | Mar. 02, 2020 |
Gain on extinguishment of debt | $ 100,344 | ||||||||||||||
Promissory Note [Member] | Investor [Member] | |||||||||||||||
Loan received | $ 50,000 | ||||||||||||||
Interest paid | $ 666 | ||||||||||||||
Convertible Debentures [Member] | |||||||||||||||
Convertible debt issued | $ 500,000 | ||||||||||||||
Debt maturity date | Nov. 15, 2019 | ||||||||||||||
Debt interest rate | 8.00% | ||||||||||||||
Debt converted, shares issued | 1,386,542 | ||||||||||||||
Interest expense paid | $ 7,310 | ||||||||||||||
Share price | $ 0.3606093 | ||||||||||||||
Convertible Debentures [Member] | |||||||||||||||
Convertible debt issued | $ 500,000 | ||||||||||||||
Debt maturity date | Apr. 15, 2020 | ||||||||||||||
Debt interest rate | 8.00% | ||||||||||||||
Debt converted, shares issued | 1,386,541 | ||||||||||||||
Interest expense paid | $ 11,566 | ||||||||||||||
Share price | $ 0.3606093 | $ 0.3606093 | |||||||||||||
Accrued interest unpaid | $ 1,035 | ||||||||||||||
Convertible Debentures [Member] | |||||||||||||||
Convertible debt issued | $ 750,000 | $ 750,000 | |||||||||||||
Debt maturity date | Jun. 15, 2020 | ||||||||||||||
Debt interest rate | 8.00% | 8.00% | |||||||||||||
Debt converted, shares issued | 872,093 | ||||||||||||||
Accrued interest | $ 1,666 | ||||||||||||||
Shares issued for accrued interest | 15,495 | ||||||||||||||
Share price | $ 0.86 | ||||||||||||||
Accrued interest unpaid | $ 13,326 | ||||||||||||||
Convertible Debentures [Member] | |||||||||||||||
Convertible debt issued | $ 525,500 | ||||||||||||||
Debt maturity date | Sep. 15, 2020 | ||||||||||||||
Debt interest rate | 8.00% | ||||||||||||||
Debt converted, shares issued | 611,047 | ||||||||||||||
Shares issued for accrued interest | 19,138 | ||||||||||||||
Share price | $ 0.86 | ||||||||||||||
Accrued interest unpaid | $ 16,459 | ||||||||||||||
Convertible Debentures [Member] | |||||||||||||||
Convertible debt issued | $ 204,800 | ||||||||||||||
Debt maturity date | Jan. 15, 2021 | ||||||||||||||
Debt interest rate | 8.00% | ||||||||||||||
Debt converted, shares issued | 163,890 | ||||||||||||||
Accrued interest | $ 2,074 | ||||||||||||||
Vehicle Note Payable [Member] | |||||||||||||||
Debt maturity date | Sep. 30, 2023 | ||||||||||||||
Debt interest rate | 5.99% | ||||||||||||||
Note payable outstanding | $ 40,474 | $ 40,474 | $ 27,624 | $ 48,549 | |||||||||||
Paycheck Protection Program [Member] | |||||||||||||||
Debt interest rate | 1.00% | 8.00% | 1.00% | 1.00% | |||||||||||
Loan received | $ 40,625 | $ 50,000 | $ 15,657 | $ 48,510 | |||||||||||
Loan term | 5 years | 5 years | 5 years | ||||||||||||
Gain on extinguishment of debt | $ 100,344 | ||||||||||||||
Paycheck Protection Program [Member] | SBA | |||||||||||||||
Debt interest rate | 1.00% | ||||||||||||||
Loan received | $ 100,344 | ||||||||||||||
Loan term | 2 years |
4. Accrued Expenses (Details)
4. Accrued Expenses (Details) - USD ($) | Apr. 30, 2021 | Apr. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Accrued compensation | $ 934,104 | $ 469,004 | $ 237,000 |
Other accrued expenses | 267,464 | 336,849 | 409,410 |
Accrued expenses | $ 1,201,568 | $ 805,853 | $ 646,410 |
5. Income Taxes (Details - Inco
5. Income Taxes (Details - Income tax reconciliation) | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2021 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax benefit calculated at statutory rate | 21.00% | 21.00% | 21.00% |
Expense not deductible | (0.06%) | (0.07%) | (0.15%) |
Changes to valuation allowance | (20.94%) | (20.93%) | (20.85%) |
Provision for income taxes | 0.00% | 0.00% | 0.00% |
5. Income Taxes (Details - Defe
5. Income Taxes (Details - Deferred taxes) - USD ($) | Apr. 30, 2021 | Apr. 30, 2020 | Dec. 31, 2019 |
Net non-current deferred tax assets: | |||
Net operating loss carry-forward | $ 3,123,346 | $ 2,739,937 | $ 2,418,457 |
Fixed assets | (40,325) | 13,929 | 23,147 |
Net non-current deferred tax liabilities: | |||
Intangible assets | 8,518 | (9,293) | (10,067) |
Net | 3,074,502 | 2,744,573 | 2,431,537 |
Less valuation allowance | (3,074,502) | (2,744,573) | (2,431,537) |
Net deferred taxes | $ 0 | $ 0 | $ 0 |
5. Income Taxes (Details Narrat
5. Income Taxes (Details Narrative) | 12 Months Ended |
Apr. 30, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 14,873,076 |
NOL expiration date | Dec. 31, 2035 |
6. Commitments, Contingencies_3
6. Commitments, Contingencies and Concentrations (Details - Minimum Lease payments) - USD ($) | Apr. 30, 2021 | Jan. 02, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 | $ 170,583 | |
2023 | 89,925 | |
2024 | 14,916 | |
2025 | 14,134 | |
Total lease payments | 289,558 | |
Interest | (18,339) | |
Present value of lease liabilities | $ 271,219 | $ 498,361 |
6. Commitments, Contingencies_4
6. Commitments, Contingencies and Concentrations (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2021 | Dec. 31, 2019 | Jan. 02, 2019 | |
Right to use asset | $ 423,815 | $ 272,657 | $ 439,240 | $ 493,832 |
Right to use liability | $ 271,219 | $ 498,361 | ||
Weighted average remaining lease term | 2 years | |||
Weighted average discount rate | 4.03% | |||
Finance lease cost | 40,757 | $ 132,028 | 77,618 | |
Short term lease cost | 0 | 0 | 82,579 | |
Amortization | 46,982 | 151,163 | 151,504 | |
Interest expenses | $ 10,736 | $ 32,925 | $ 8,357 | |
Sales Revenue Net [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||
Concentration risk percentage | 12.00% | 13.00% | 19.00% | |
Sales Revenue Net [Member] | Customer Concentration Risk [Member] | Another Customer [Member] | ||||
Concentration risk percentage | 24.00% | 14.00% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||
Concentration risk percentage | 30.00% | 13.00% | 38.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Another Customer [Member] | ||||
Concentration risk percentage | 11.00% | 24.00% | 22.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Another Customer [Member] | ||||
Concentration risk percentage | 15.00% |
7. Stockholders' Equity (Detail
7. Stockholders' Equity (Details - Warrants) - shares | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | |
Warrants outstanding | 82,668 | 82,668 | 82,668 |
Warrants issued | 0 | 0 | |
Warrants exercised | 260,000 | 0 | 0 |
Warrants expired | 0 | 0 | |
Warrants outstanding | 82,668 | 82,668 | 82,668 |
Q1 2019 Warrants [Member] | |||
Warrants outstanding | 342,668 | ||
Warrants issued | 0 | ||
Warrants exercised | 0 | ||
Warrants expired | 0 | ||
Warrants outstanding | 342,668 | 342,668 | 342,668 |
Q2 2019 Warrants [Member] | |||
Warrants outstanding | 342,668 | ||
Warrants issued | 0 | ||
Warrants exercised | 70,000 | ||
Warrants expired | 0 | ||
Warrants outstanding | 342,668 | 272,668 | 342,668 |
Q3 2019 Warrants [Member] | |||
Warrants outstanding | 272,668 | ||
Warrants issued | 0 | ||
Warrants exercised | 190,000 | ||
Warrants expired | 0 | ||
Warrants outstanding | 272,668 | 82,668 | 272,668 |
Q4 2019 Warrants [Member] | |||
Warrants outstanding | 82,668 | ||
Warrants issued | 0 | ||
Warrants exercised | 0 | ||
Warrants expired | 0 | ||
Warrants outstanding | 82,668 | 82,668 | 82,668 |
7. Stockholders' Equity (Deta_2
7. Stockholders' Equity (Details - Option activity) - Options [Member] - $ / shares | 4 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Options | ||||
Number of Options Outstanding, Beginning | 7,309,750 | 7,309,750 | 5,059,750 | |
Number of Options Granted | 0 | 0 | 2,300,000 | |
Number of Options Exercised | 0 | (50,000) | (50,000) | |
Number of Options Canceled or expired | 0 | 0 | 0 | |
Number of Options Outstanding, Ending | 7,309,750 | 7,289,750 | 7,309,750 | 5,059,750 |
Number of Options Exercisable, Ending | 6,469,750 | 6,259,750 | 6,366,417 | |
Weighted Average Exercise Price | ||||
Weighted Average Exercise Price Outstanding, Beginning | $ 1.18 | $ 1.18 | $ 0.39 | |
Weighted Average Exercise Price Granted | 1.50 | |||
Weighted Average Exercise Price Exercised | 1.50 | 0.01 | ||
Weighted Average Exercise Price Canceled or expired | ||||
Weighted Average Exercise Price Outstanding, Ending | 1.18 | 1.11 | 1.18 | $ 0.39 |
Weighted Average Exercise Price Exercisable, Ending | $ 0.91 | $ 0.92 | $ 0.91 | |
Weighted Average Remaining Contractual Term | ||||
Weighted Average Remaining Contractual Term Outstanding | 113 months | 95 months | 117 months | 104 months |
Weighted Average Remaining Contractual Term Exercisable | 95 months | 83 months | 99 months |
7. Stockholders' Equity (Deta_3
7. Stockholders' Equity (Details - Assumptions) | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2021 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Expected life - years | 3.25 – 5 years | ||
Interest rate - minimum | 1.60% | ||
Interest rate - maximum | 2.56% | ||
Interest rate | |||
Volatility | 71.70% | ||
Dividend yield | 0.00% | 0.00% | 0.00% |
7. Stockholders' Equity (Deta_4
7. Stockholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Dec. 31, 2019 | Apr. 30, 2019 | |
Aggregate intrinsic value of options outstanding | $ 2,339,120 | $ 2,831,303 | $ 2,339,120 | $ 2,339,120 | ||
Aggregate intrinsic value of options exercisable | 3,817,152 | 3,781,455 | $ 3,817,152 | 3,756,186 | ||
Share based compensation | $ 79,001 | 178,212 | 1,650,145 | |||
Unamortized share based compensation | $ 282,169 | |||||
Unamortized compensation recognition period | 19 months | |||||
Warrants issued | 0 | 0 | ||||
Warrants exercised | 260,000 | 0 | 0 | |||
Proceeds from warrant exercises | $ 0 | $ 0 | $ 130,000 | |||
Warrants outstanding | 82,668 | 82,668 | 82,668 | 82,668 | 82,668 | |
Issued shares | 20,000 | |||||
Cashless exercise | $ 50,000 | |||||
2016 Stock Option Plan [Member] | ||||||
Stock authorized under the plan | 10,000,000 | |||||
Consultant [Member] | ||||||
Warrants issued | 600,000 | |||||
Warrant expiration date | Mar. 31, 2024 | |||||
Fair value of warrants at date of grant | $ 302 |
8. Related Party Transactions (
8. Related Party Transactions (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2021 | Dec. 31, 2019 | |
Due to related parties | $ 85,603 | $ 208,756 | $ 108,058 |
License fees | 590 | 2,015 | 3,307 |
Accounts payable | 1,670 | ||
CEO [Member] | |||
Advances | 80,255 | ||
Outstanding payables | 85,608 | 208,756 | |
Vehicle Rental [Member] | |||
Lease expense | 17,991 | 19,393 | |
Vehicle Rental [Member] | |||
Lease expense | 30,695 | 35,484 | |
Officer [Member] | Consulting Agreement [Member] | |||
Proceeds from related party | 72,000 | ||
Repayment to related party | 24,000 | 8,000 | 75,262 |
Three Shareholders [Member] | |||
Consulting fees | 217,000 | 468,933 | 299,710 |
Due to related parties | $ 176,000 | $ 160,696 | $ 80,000 |